Exhibit 10.3

CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY
 [ * ] This information has been omitted based on a request for confidentialtreatment.  The non-public information has been filed separately with the SEC.**AUTO LOAN PURCHASE AND SALE AGREEMENT**
This Auto Loan Purchase and Sale Agreement ("Agreement") is made on July3, 2001 (the "Effective Date"), by and between **Compass Bank**, acorporation with its principal office at 15 South 20th Street, Birmingham,Alabama 35223 ("Correspondent") and E-LOAN, Inc., a Delaware corporation withits principal office at 5875 Arnold Road, Dublin, CA 94568 ("E-LOAN").

WHEREAS, E-LOAN maintains a website at www.eloan.com, and is engaged in thebusiness of, among other things, origination and sale of loans to consumers forthe purchase or refinance of motor vehicles ("Loans");

WHEREAS, E-LOAN desires to provide a broad range of available financing forconsumers seeking Loans;

WHEREAS, E-LOAN and Correspondent desire to enter into an arrangement wherebyELOAN will sell Loans to Correspondent based on Correspondent's underwritingcriteria;

NOW, THEREFORE, in consideration of the mutual promises contained in thisAgreement and for other good and valuable consideration the receipt andsufficiency of which is hereby acknowledged, E-LOAN and Correspondent herebyagree as follows:
**Sale and Delivery of Loans
.
- Sale and Purchase of Loans . From time to time during the Term of thisAgreement, E-LOAN shall sell, assign, transfer, convey and deliver toCorrespondent, and Correspondent shall purchase from E-LOAN, without recourseand on a servicing released basis, all right, title and interest in and to Loansas provided in this Agreement.
Offer
. From time to time during the Term of this Agreement, E-LOANshall submit, for Correspondent's review and approval, an offer to sell one ormore prospective Loans (each, an "Offer") under the terms of this Agreement.Each Offer shall be in a format acceptable to Correspondent, and shall includethe items and information set forth on Exhibit A, which shall include theapplication relating to each offered Loan and such other information as mutuallyagreed by the parties. In determining whether to submit an Offer toCorrespondent, ELOAN shall apply Correspondent's underwriting and other criteriafor purchase of Loans subject to this Agreement as set forth on Exhibit B("Purchase Criteria") to the Loan application, and shall only submit Offers thatE-LOAN reasonably believes satisfy the Purchase Criteria. E-LOAN is notobligated to offer to sell any Loans or prospective Loans to Correspondent.
**Acceptance
. On or before the Offer expiration set forth on each Offersubmitted to Correspondent, Correspondent shall, in its sole, absolutediscretion, accept or reject the offer, and shall inform E-LOAN of its decision.If Correspondent accepts an Offer, Correspondent shall electronically transmitto E-LOAN a Confirmation with respect to each prospective Loan to be purchased.The Confirmation shall include the information set forth on
Exhibit C
, and shall include a clear description of the conditionsthat must be met in order for Correspondent to purchase the Loan. Transmissionof a Confirmation shall constitute acceptance of E-LOAN's Offer, andCorrespondent shall be obligated to purchase the prospective Loan, provided thatall conditions set forth in the Confirmation are met and the Loan is funded byELOAN prior to expiration of the Confirmation. If E-LOAN does not fund aprospective Loan and fulfill all conditions set forth in the Confirmation withinsixty (60) days of E-LOAN's receipt of the Confirmation, the Confirmation shallexpire, and Correspondent shall have no obligation to purchase the Loan. E-LOANagrees that it will not offer for sale to any person other than Correspondentany Loan for which a Confirmation has been issued and is outstanding. Uponexpiration of a Confirmation, E-LOAN shall be free to sell or offer to sell thesubject Loan to any other person. In the absence of a Confirmation issued byCorrespondent with respect to a Loan, Correspondent is not obligated to purchaseany Loan offered for sale by E-LOAN.
**Funding and Delivery of Loans
. E-LOAN shall use its best efforts tofulfill all conditions set forth in a Confirmation, and to fund the subjectLoans prior to expiration of a Confirmation; however, E-LOAN is not obligated tofund or sell any Loans to Correspondent, whether or not a Confirmation has beenissued by Correspondent with respect to the subject Loan. Upon funding of a Loansubject to a Confirmation, E-LOAN shall immediately deliver to Correspondent,the loan documents and items set forth on Exhibit D, together with any otheritems required by the Confirmation relating to the subject Loan, evidencingfunding and fulfillment of all conditions of the Confirmation ("RequiredDocuments").
**Payment; Transfer
. With respect to each Loan sold, Correspondentshall pay E-LOAN the amount set forth on Exhibit E ("Purchase Price"), in themanner, and by the time limits set forth in Exhibit E. Upon receipt by E-LOAN ofthe portion of the Purchase Price representing the principal balance of the Loan("Transfer Date"), the Loan, and all rights, benefits, payments, proceeds andobligations arising from or in connection with the Loan, together with any lienor security interest in the vehicle serving as collateral for the Loan, shallvest in Correspondent. Until the Transfer Date, E-LOAN shall own and control theapplication and all documentation relating to a prospective Loan to be sold. AllLoans sold under this Agreement shall be sold without recourse, on a servicingreleased basis. With respect to each Loan as to which E-LOAN has not deliveredto Correspondent all Required Documents prior to expiration of the Confirmationrelated to such Loan, Correspondent shall have no obligation to purchase thesubject Loan.
**Covenants
.
Compliance with Law
. Each party shall comply with all federal, stateand local laws and regulations applicable to this Agreement and the respectiveparty's obligations hereunder, including without limitation all consumerprotection laws, the federal Equal Credit Opportunity Act, Real EstateSettlement Procedures Act, Truth in Lending Act, Fair Credit Reporting Act andFair Debt Collection Practices Act and each of their respective regulations("Applicable Law"). E-LOAN shall provide prior written notice to Correspondentof any changes to the form documents for Loans, and shall update the forms asnecessary to comply with Applicable Law. Correspondent shall provide priorwritten notice to E-LOAN of any changes to the Purchase Criteria, and shallupdate the Purchase Criteria as necessary to comply with Applicable Law.
**Post-Closing Payments
. All monies received by E-LOAN after thetransfer of title to any Loan shall be promptly turned over toCorrespondent.
**Limited Power of Attorney
. E-LOAN hereby appoints Correspondent, itsagents, employees, successors and assigns, as its attorney in fact, with thefull power of substitution, for the limited purpose of (1) endorsing E-LOAM'Sname on any checks, drafts, money orders or other forms of payment payable to E-LOAN that may come into Correspondent's possession with respect to any Loanpurchased by Correspondent under this Agreement, and (2) executing any form ordocument necessary to effectuate the assignment of a Loan in accordance withthis Agreement, or to create, perfect, assign or release a first prioritysecurity interest in a vehicle securing a Loan in favor of Correspondent.
**Non-Discrimination
. Correspondent's credit underwriting standards andPurchase Criteria comply with, and as such standards and Criteria may be revisedfrom time to time throughout the term of this Agreement shall remain incompliance with, the anti-discrimination and other requirements of ApplicableLaw. E-LOAN's loan origination practices comply with, and as such originationpractices may be revised from time to time throughout the term of this Agreementshall remain in compliance with, the anti-discrimination and other requirementsof Applicable Law.
**Record Retention
. Each party shall, at its own expense, maintaindata, information, records and documents relating to Loans offered for sale orsold pursuant to this Agreement, in such manner and for such time period as isrequired by Applicable Law. Each party shall cooperate with one another and makesuch Loan records available to regulatory authorities to satisfy state orfederal audit requirements. If a party has reasonable grounds to believe adefault has occurred under this Agreement, that party shall have the right toreview the records of the other party upon reasonable notice, provided that therequesting party shall be entitled to review only those records necessary todetermine existence and extent of the default.
**Performance Reports
. Within fifteen (15) days after the end of eachcalendar month during the Term of this Agreement, Correspondent shall provide toE-LOAN a report showing (i) the number of Loans purchased by Correspondentduring the preceding month; (ii) the principal balance of each Loanpurchased by Correspondent during the preceding month; (iii) the number ofLoans purchased by Correspondent since the Effective Date having delinquenciesof 30-59 days; 60-90 days, and over 90 days, respectively; (iv) the numberof Loans purchased by Correspondent since the Effective Date that have beencharged off; and (v) the number of Loans purchased by Correspondent sincethe Effective Date for which the vehicle securing the Loan has been repossessed,showing the date of each repossession.
**Mutual Cooperation
. During the term of this Agreement, the partiesagree to cooperate with and assist each other, as reasonably requested, incarrying out the covenants, agreements, duties and responsibilities of oneanother under this Agreement, and shall from time to time, execute, acknowledgeand deliver such additional instruments, assignments, endorsements, anddocuments as may reasonably be required or appropriate to facilitate theperformance of this Agreement. Both parties shall work together with respect tocoordinating the systems requirements for establishing and maintainingelectronic connectivity, and each party shall bear its own expenses with respectthereto.
**No Solicitation
. With respect to each Loan sold to Correspondentunder this Agreement, E-LOAN agrees that for six (6) months from the TransferDate of the subject Loan, E-LOAN will not directly solicit the respectiveborrowers to apply for, or offer to such borrowers, any auto-secured loanproduct to refinance the Loan.
**Representations and Warranties of the Parties
. As of the dateof this Agreement, and throughout the Term, each party hereby represents andwarrants to the other party that:
Due Organization and Good Standing
. Each party is a corporation, dulyorganized, validly existing, and is qualified and authorized to transactbusiness in, and is in good standing under the laws of, the jurisdiction of itsorganization and each jurisdiction in which it performs or will perform itsobligations under this Agreement, or is otherwise doing business or is otherwiseexempt under applicable Law from such qualification.
**Authority and Capacity
. Each party has the power, authority andcapacity to execute, deliver, and perform its obligations under this Agreement.Each party's execution, delivery and performance of this Agreement have beenduly authorized by all necessary corporate action. This Agreement constitutes avalid and legally binding agreement enforceable in accordance with its terms,subject to bankruptcy laws and other similar laws of general applicationaffecting rights of creditors and subject to the application of the rules ofequity, including those respecting the availability of specificperformance.
**Consent; Litigation
. No consent or approval of any other party or anycourt or governmental authority is required in connection with the execution,delivery, performance, validity or enforceability of this Agreement. There is nopending claim, cause of action, governmental action or litigation that, ifdetermined adversely, would affect the party's ability to perform itsobligations hereunder. This Agreement will not result in a default under anyother agreement to which the party is bound.
**Licenses
. All necessary qualifications and licenses required byapplicable law to conduct business as contemplated by this Agreement in allstates where Loans are purchased and sold hereunder have been obtained, and willbe maintained in good standing.
**Additional Representations and Warranties of E-LOAN
. As ofeach and every date E-LOAN sells and delivers a Loan to Correspondent under thisAgreement, E-LOAN hereby represents and warrants to Correspondent with respectto each such Loan that:
Valid Loans
. Each Loan is bona fide, valid, genuine and legallyenforceable according to its terms and is duly and properly executed by theparties shown as borrowers who were competent and had full legal capacity toenter into such Loan at the time they executed the same. In addition, (1) thereare no claims or defenses with respect to any Loan; (2) no Loan, or theobligations of any borrower, guarantor or surety with respect to any Loan, hasbeen obtained by fraud or fraudulent representations; (3) no oral or writtenagreement exists or will exist whereby any of the terms of any Loan has beenvaried in any way; (4) the information provided to Corespondent in connectionwith each Loan is complete, true and correct; and (5) none of the borrowers,guarantors or sureties on the Loans are deceased, and none of such persons arethe subject of any bankruptcy or other legal proceedings.
**Loans Comply with Law
. The form of each Loan and the transactionscontemplated by the Loan comply with, and have been entered into in compliancewith, all applicable law, and all required disclosures and notices have beengiven in compliance with all applicable law. Any applicable period during whichthe borrower may rescind the Loan has expired, and all Loan proceeds have beenfully disbursed.
**No Default
. All payments required under each Loan have been made upto the date the Loan is sold. There is no default, breach, violation or event ofacceleration existing under the terms of each Loan nor has any event occurredwhich, upon the giving of notice or the lapse of time, or both, would constitutea default, breach, violation or event of acceleration under the Loan.
**Title and Insurance
. For each Loan sold to Correspondent, thecertificate of title to each vehicle securing a loan shall list E-LOAN,Correspondent or its designated nominee (as the parties shall mutually agree) asthe first and only lienholder on the certificate of title application orregistration and on the required physical damage insurance policies and losspayable clauses relating to the vehicle securing the Loan.
**Origination of Loans
. Except as disclosed in writing to Correspondentand accepted by Correspondent prior to the Closing Date, each Loan has beenoriginated in accordance with the Purchase Criteria and the terms and conditionsof the applicable Confirmation.
**Status of Loan
. The information that appears on E-LOAN's accountingand all other pertinent records pertaining to any Loan accurately reflect thetrue status of each Loan.
**Ownership of Loans
. Except with respect to the liens of E-LOAN'swarehouse lenders, (a) E-LOAN is the sole owner of each Loan and has goodand marketable title thereto, and has the right to assign, sell and transfer theLoan to Correspondent free and clear of any encumbrance, lien, pledge, charge,claim or security interest, and (b) E-LOAN has not sold, assigned orotherwise transferred any right or interest in or to the Loan and has notpledged the Loan as collateral for any debt or other purpose.
**Sale Treatment
. The sale of each Loan shall be reflected on E-LOAN'sbalance sheet and other financial statements as a sale of assets by E-LOAN, andE-LOAN shall not take any action or omit to take any action which would causethe transfer of the Loans to Correspondent to be treated as anything other thana sale to Correspondent of all of E-LOAN's right, title and interest in and toeach Loan.
**Insurance
. Each vehicle securing a Loan is insured against loss undera policy issued by an insurer reasonably acceptable to Correspondent andqualified to do business in the state where the vehicle is located, in a formsuch that it may be endorsed to Correspondent as loss payee. To the best of E-LOAN'sknowledge, there are no facts or circumstances that could provide a basisfor revocation of, or a defense to any claims made under, any insurance policycovering a vehicle.
**Indemnification & Remedies
.
Indemnification
. Each party (in such capacity, referred to as"Indemnitor") shall indemnify and hold the other party and its respectiveshareholders, directors, officers, employees, representatives, agents, servants,successors, and assigns (collectively "Indemnitee") harmless from and shallreimburse Indemnitee for any losses, damages, deficiencies, claims, causes ofaction or expenses of any nature (including reasonable attorneys' fees andexpenses) incurred by Indemnitee arising out of or resulting from any breach ofany warranty, representation covenant or obligation of Indemnitor under thisAgreement.
**Indemnification Procedures
. After either party obtains knowledge ofany claim, action, suit or proceeding (collectively a "Claim") for which itbelieves is entitled to indemnification under this Agreement, it shall promptlynotify the other party of such Claim in writing within ten (10) days after suchknowledge. Each party shall cooperate with the other in every reasonable manner(at the Indemnitor's sole expense) to facilitate the defense of any Claimsubject to indemnification hereunder. Indemnitee's failure to promptly notifyIndemnitor of a Claim shall not relieve the Indemnitor from any liability underthis Section to the extent that Indemnitor is not materially adversely affectedby such delay. With respect to each such notice, the Indemnitor shall, at theIndemnitee's option, immediately take all action necessary to minimize any riskor loss to the Indemnitee, including retaining counsel satisfactory to theIndemnitee and take such other actions as are necessary to defend the Indemniteeor to discharge the indemnity obligations under this Section. If the Indemnitordoes not timely and adequately conduct such defense, the Indemnitee may, at itsoption and at Indemnitor's expense, conduct such defense, contest, litigate orsettle the Claim using counsel of its own choice without prejudice to its rightof indemnification under this Section. The Indemnitor shall pay on demand anyliability incurred by the Indemnitee under this Section. The Indemnitor shallnot settle any claim in which the Indemnitee is named without the prior writtenconsent of the Indemnitee, which consent shall not be unreasonably withheld. TheIndemnitee shall have the right to be represented by counsel at its own expensein any such contest, defense, litigation or settlement conducted by theIndemnitor.
**Repurchase
. The purchase and sale of Loans under this Agreement shallbe without recourse to E-LOAN, except for the representations, warranties,covenants and agreements set forth in this Agreement. Notwithstanding theforegoing, in the event there is a material breach by E-LOAN of any covenant,representation, warranty or agreement under this Agreement which remains uncuredfor ninety (90) days or is not reasonably capable of being cured within 90 daysand involves, relates to, or affects any Loan sold to Correspondent under thisAgreement, E-LOAN shall repurchase the affected Loan from Correspondent for theoutstanding balance of principal and accrued but unpaid interest on such Loan.Upon discovery of a suspected breach, Correspondent shall provide E-LOAN withwritten notice specifying the breach. In the event of such repurchase,Correspondent shall assign the affected Loan to ELOAN without recourse andwithout representation or warranties, expressed or implied.
**Survival of Remedies
. This Section shall survive termination of theAgreement.
**Term and Termination
.
Term
. Unless this Agreement is terminated earlier as provided below,this Agreement shall have an initial term of one (1) year commencing on theEffective Date, and shall automatically renew for successive one (1) year termperiods. The initial term, together with any renewal terms, shall be referred toherein as the "Term."
**Termination
. Notwithstanding the foregoing, this Agreement may beterminated as follows:

(i)	without cause by either party after expiration of the Initial Term,upon not less than thirty (30) days prior written notice to the other party;or

(ii)	by either party immediately upon written notice to the other party(a) if the other party breaches any warranty, representation, covenant orobligation under this Agreement and fails to cure such breach within thirty (30)calendar days of receiving written notice of the breach from the non-breachingparty; (b) if a party has reasonable cause to believe that the other partywill not be able to perform its obligations under this Agreement; (c) ifthere occurs a change of (25%) or more of the ownership of the other party;(d) if a material adverse change occurs in the financial condition of theother party; or (e) if the other party is subject to a dissolution,receivership, liquidation, insolvency, conservatorship, consolidation,reorganization, sale of substantially all of its assets, cessation of business,voluntary or involuntary bankruptcy.
**Effect of Termination; Survival
. The termination of this Agreementshall not affect the rights and obligations of the parties with respect to Loansfor which Confirmations have previously been issued ("Pipeline Loans"), ortransactions and occurrences that take place prior to the effective date oftermination, and Correspondent shall purchase Pipeline Loans as provided inSection 1.3 if all conditions set forth in the Confirmation are met, exceptas otherwise provided by Applicable Law.
**Miscellaneous
.
Confidentiality of Information
. Each party and their respectiveaffiliates, directors, officers, employees and authorized representatives shallhold in strict confidence and not use or disclose to any other person withoutthe prior written consent of the other party, all information concerning theother party's proprietary business procedures, products, services, operations,fees, policies or plans received from the other party in connection with thenegotiation and performance of this Agreement. Notwithstanding the foregoing,either party may disclose information that is required to be disclosed byApplicable Law, governmental regulation or court order, and may disclose thecontents of this Agreement, with information as to the amount of, and manner ofcalculating the Purchase Price redacted where permitted, in required filingswith the Securities Exchange Commission or other governmental agency without theother party's prior consent. This provision shall survive termination of theAgreement. Notwithstanding anything in this Section or Agreement to thecontrary, the parties shall comply with the terms, conditions and obligationsset forth on the Privacy, Confidentiality and Non-Solicitation Addendum attachedas Exhibit F.
**Public Announcement
. The timing and content of any advertisements,announcements, press releases or other promotional activity relating to thisAgreement, and the use of each other's name or trademarks shall be subject tothe prior approval of both parties.
**Assignment
. Neither party may assign this Agreement without the priorwritten consent of the other party.
**No Agency Relationship
. The relationship between E-LOAN andCorrespondent shall not be construed as a joint venture, partnership orprincipal-agent relationship, and under no circumstances shall any of theemployees of one party be deemed to be employees of the other party for anypurpose. This Agreement shall not be construed as authority for either party toact for the other in any agency or any other capacity, except as expressly setforth in this Agreement.
**Third Party Beneficiaries
. This Agreement is not intended and shallnot be construed to create any rights or benefits upon any person not a party tothis Agreement.
**Costs and Expenses
. Unless specifically provided for elsewhere inthis Agreement, each party will bear its own costs and expenses, including legalfees, accounting fees and taxes incurred in connection with the negotiation andperformance of this Agreement.
**Notices
. All notices and other communications required or permittedto be given under this Agreement shall be in writing and shall be deemed given(i) three business days after being deposited in the U.S. mail, firstclass, postage prepaid, (ii) upon transmission, if sent by facsimiletransmission, or (iii) upon delivery, if served personally or sent by anygenerally recognized overnight delivery service, to the followingaddresses:

(a)	If to E-LOAN, to:

E-LOAN, Inc.******************************************************************************