**[EXECUTION]
                          STRATEGIC ALLIANCE AGREEMENT**

THIS STRATEGIC ALLIANCE AGREEMENT ("Agreement") dated August 23,
1999 is by and between Bank of America, N.A., a national banking
association, with its principal place of business in Charlotte, North
Carolina ("Bank"), Banc of America Auto Finance Corp., a Delaware
corporation, a wholly-owned subsidiary of the Bank, with its principal
place of business in Las Vegas, Nevada ("Bank Subsidiary"), Electronic
Vehicle Remarketing, Inc., a Delaware corporation, with its principal
place of business at Melville, New York ("EVRI") and E-Loan, Inc., a
Delaware corporation, with its principal place of business at Dublin,
California ("Buyer").

A.      Buyer is a financial services institution that, pursuant to a
certain Stock Purchase Agreement between Servicer and Buyer, purchased
all of the outstanding common stock of EVRI.

B.      It is a condition of the Agreement and Plan of Reorganization
that Bank Subsidiary, Bank, EVRI and Buyer enter into this Agreement
pursuant to which EVRI will for a fee provide to Bank the names of
applicants for auto loans that meet Bank's underwriting criteria and
perform a range of other services in connection with the origination of
such auto loans, all as more particularly set forth below.

C.      This Agreement shall, on the Closing Date, supersede and
replace in its entirety the Origination Agreement between Bank and EVRI
dated June 30, 1999.

NOW, THEREFORE, in consideration of the promises and mutual
agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

**ARTICLE I**

**EVRI DUTIES**

SECTION 1.01.  Program.  EVRI and Bank shall establish a referral
program (the "Program") pursuant to which EVRI shall refer to Bank
customers who visit the EVRI Site and complete an application for a Bank
Loan.

SECTION 1.02.  Posting.  EVRI shall transmit to Bank on a timely
basis a file containing the name of each consumer described in Section
1.01 above.  Each such consumer shall be referred to herein as an
"Applicant."  The file shall initially be in substantially the same
medium and format as used prior to the date hereof and Bank may change
such format and medium on reasonable advance notice to EVRI.

SECTION 1.03.  Maintenance.  EVRI shall maintain the EVRI Site,
CARFINANCE.COM, in a manner that will enable consumers to complete an
online application in a form acceptable to and approved by Bank for a
loan for the purchase of a Vehicle or the refinance of a Vehicle Loan,
Insurance Product, or such other related products as EVRI may make
available on behalf of the Bank on the EVRI Site (referred to as the
"Loan Products").  Bank acknowledges that the application form currently
in use is acceptable and Bank shall provide EVRI timely notice of any
changes to such form.

SECTION 1.04. New Car Finance Products.

(a)     EVRI shall work with the Bank to support new Bank car finance
products and, in addition, will allow Bank the opportunity to participate
in new products and new programs that EVRI may develop and make available
to third parties.  [*].

(b)     EVRI, E-Loan, Inc. and the Bank will each designate a product
representative (the "Product Representative") for purposes of
communicating and developing new auto loan products to be offered by E-
Loan, EVRI or the Bank, as the case may be, through the EVRI Site, or
offering auto loan products to be offered by E-Loan, EVRI or the Bank at
such other consumer finance sites that the parties may mutually consider
establishing and making subject to the terms of this Agreement.  The
Product Representatives or their designees shall meet at least quarterly
to discuss possible joint product development and other matters of mutual
concern related to the successful implementation of the Program
contemplated by this Agreement.  The Product Representatives will, at
their initial meeting, discuss the development of a process that will
enable Bank loan applicants to [*].  Such process shall be developed
consistent with the security and privacy standards of all parties.

(c)     The parties agree that, with respect to the origination of
auto loans, and related car finance products, the terms and conditions,
including pricing and web site presentation features, shall be on a basis
which represents [*].

**SECTION 1.05.  Loan Approval.**

(a)     EVRI shall pass all applications for Bank Loans through the
Bank's proprietary scorecard and shall underwrite applications in
accordance with the Bank loan standards, as initially set forth on
Exhibit A (the "Loan Standards").  Bank may change the Loan Standards on
thirty (30) days written notice, and, to the extent an application and
Loan Application Package is received following the effective date of the
change, it shall be subject to the new Loan Standards.  EVRI shall
perform requisite credit analysis and underwriting services on behalf of
the Bank in connection with each application in accordance with the
existing operation procedures and underwriting procedures in place at
EVRI prior to EVRI's purchase by Buyer, as more particularly set forth on
Exhibit B (the "Operations Procedures").  Bank may change the Operations
Procedures at any time on thirty (30) days prior written notice to EVRI.
EVRI's obligation to perform the Services may be performed by any
employee, representative or agent of EVRI, as EVRI shall designate;
provided, that the selection of any subcontractor is subject to the prior
written consent of Bank.

(b)     Bank represents that the Loan Standards in place from
time to time during the Term are [*].

(c)     EVRI shall prepare a Loan Application Package and cause it to
be reviewed by EVRI's loan underwriting team on behalf of Bank.  The Loan
Application Package shall be in such form as Bank shall prescribe from
time to time.  EVRI shall retain records according to its standard
records management schedule and in accordance with regulatory guidelines.

(d)     EVRI shall also be responsible for fraud detection as
required by Bank and, in that regard, shall follow the procedures set
forth on Exhibit B.  EVRI shall consider taking reasonable steps to
research additional fraud detection measures and will work with Bank to
implement improvements to the fraud detection process.

SECTION 1.06.  Denial of Loan.  If an application for a Loan is
denied, EVRI will advise Bank and Bank shall send an adverse action
letter to the rejected applicant in accordance with applicable law.  EVRI
acknowledges and agrees that Bank may use its automated letter writing
system to send such adverse action letters and EVRI agrees to cooperate
in the manner in which it submits such denials to enable use of such
automated system.

SECTION 1.07.  Documenting Loans.  EVRI shall cause all Loans to be
written on such forms and documents as are approved in writing by Bank
from time to time.  Bank specifically acknowledges and agrees that the
forms identified on Exhibit C to this Agreement are acceptable until such
time as Bank notifies EVRI in writing at least thirty (30) days in
advance that a form or document is no longer acceptable (the "Approved
Forms").  EVRI shall complete the Approved Forms properly and accurately
and in accordance with applicable law and Bank's Operations Procedures.
Bank shall be solely responsible for the servicing, administration, and
collection for all such Loans.

EVRI shall cause Bank's security interest in the Vehicle to be
perfected as a first lien and, where required by law, to be notated on
the certificate of title related to the financed Vehicle.  EVRI shall
advise Applicants that they are required to bring proof of insurance on
the Vehicle at closing in amounts and coverage as required in the Loan
Standards, naming Bank as loss payee or additional insured.  EVRI shall
present Bank with evidence (in the form of an insurance card, binder or a
fax from the insurance company) that the Applicant has insurance coverage
as a condition of booking a Loan. Bank shall track title and insurance.
If a certificate of title showing Bank as the secured party or required
insurance showing Bank as loss payee or additional insured is not
received within one hundred twenty (120) days following the closing of
the Loan, Bank will notify EVRI in writing of such situation and EVRI
shall promptly take all steps necessary and as appropriate to obtain an
insurance policy showing Bank as loss payee or certificate of title
bearing Bank's name as the secured party, in no event later than ninety
(90) days following receipt of Bank's written request.

In performing Services under this Section 1.07, EVRI shall follow
the Bank's Operations Procedures set forth in the Approval Package
Preparation and Shipping section more particularly set forth on Exhibit B
hereto.

SECTION 1.08.  Funding of Loans.  EVRI shall, to the extent it
requires item processing, ACH, wire and other deposit related services
for Bank loans, enter into an arrangement with Bank's Cash Management
area and pay for any customary costs thereof.  EVRI shall prepare on
Bank's behalf certain documentary drafts and checks that will be sent to
approved Applicants, together with the Loan Approval Package. In
preparing such package, including the draft, EVRI shall follow the Bank's
Operations Procedures more particularly set forth on Exhibit B.  To the
extent EVRI processes drafts or makes disbursements in a manner that is
either negligent or not consistent with the procedures set forth on
Exhibit B, it shall be responsible to reimburse the Bank for any damages
it incurs as a result of such error.  Bank shall notify EVRI of any
funding discrepancies within a reasonable time following discovery by
Bank.  Such notice or lack thereof shall not be deemed to waive any of
EVRI's obligations under this Section 1.08.

SECTION 1.09.  Document Tracking.  EVRI shall be responsible for
reviewing all Loan Documents, as more particularly set forth on Exhibit
B.  To accomplish this, EVRI shall provide sufficient instructions to
customers so that the Loan Documents will be sent to EVRI on a timely
basis.  EVRI shall review the Loan Documents to ensure they have all been
received and properly completed with all required information and satisfy
all of Bank's Loan Standards and Operations Procedures, as well as the
provisions of this Agreement.  If any Loan Documents are missing or are
not in proper form, EVRI shall contact the customer to remedy the
discrepancy and obtain conforming Loan Documents. EVRI shall prepare and
maintain the document file in accordance with Bank's Operations
Procedures and documentation standards.

SECTION 1.10.  Pre-booking Procedure. EVRI understands that it will
only initiate disbursement of funds or approve drafts on Bank's behalf
after EVRI has obtained all necessary documents set forth above and
assure that the Loan is in full compliance with Bank Loan Standards and
Operations Procedures. Bank shall notify EVRI of any funding
discrepancies within a reasonable time following discovery by Bank.  Such
notice or lack thereof shall not be deemed to waive any of EVRI's
obligations under this Section 1.10.

SECTION 1.11.  Booking of Loans.  Bank will be responsible for
booking Loans to its servicing system.  EVRI shall, however, in
connection with booking, perform all of the functions set forth in
Sections 1.08, 1.09 and 1.10 above and, in addition, shall submit on a
daily basis completed Loan Document Packages to the Bank.  EVRI will send
such documents to the Bank, along with a transmittal form (in Bank's
standard format) listing all Loans and including all account detail
corresponding to such Loan Documents.  Loan Documents will be sent to the
Bank within ten (10) days of the effective date of the Loan so that Bank
may book the Loan in time for the customer to be billed for his first
payment.

SECTION 1.12.  Draft Processing.  EVRI shall process the drafts
presented from each Dealer through the Bank's Item Processing Department.
Prior to funding, EVRI shall review a Presentment Detail Report, which
shows all the Dealer drafts presented to the Bank for payment on any
given day.  This report is compared with the Dealer Documents actually
received by EVRI and EVRI shall use the report to verify customer draft
and vehicle information.  If these are all acceptable and reconciled,
EVRI shall, after it verifies draft information, vehicle information,
Loan contract information, together with any Insurance Products, notify
Bank's Cash Management area that the draft may be honored.  If EVRI
cannot verify the draft and required Dealer Documents, it will follow the
return draft procedures set forth in Section 1.13 below.  If the draft is
approved, EVRI will start the discounting process and send information to
the Bank's Cash Management area sufficient to generate a wire transfer in
an amount that will cover the amount of drafts presented that day.

SECTION 1.13.  Draft Return.  If EVRI cannot process a draft
presented through the Bank's Item Processing Department, it shall follow
the return procedures set forth on Exhibit B and attempt to remedy the
discrepancy so that the transaction may be funded.  EVRI will be
responsible for processing all draft returns on a timely basis.  EVRI
shall have no liability to Bank for draft processing losses, to the
extent such loss was caused by the Bank's failure to follow and apply its
normal draft honoring routines.

SECTION 1.14.  Accounting.  EVRI shall keep detailed records of all
drafts and checks issued and outstanding and provide the Bank with a
daily record regarding funds disbursed and checks issued.  EVRI shall
reconcile its ledger to the disbursement account records each day no
later than 2:00 p.m. Eastern Time.  In preparing such records, EVRI
shall, to the extent practicable, follow the Bank's accounting procedures
for keeping disbursement account records and accounting for those funds.
Standard accounting formats are set forth as Exhibit D.

SECTION 1.15. Check Processing.  For certain loan programs, EVRI
will be required by Bank Operation Procedures and Loan Standards to fund
loans through the use of a check rather than a documentary draft.  In
those cases, EVRI will obtain all necessary information and Loan
Documents in order to properly evidence the customer's loan obligation
and the Bank's security interest in the vehicle (as set forth in the
Operations Procedures and Loan Standards).  Once all necessary documents
and information are obtained, EVRI shall properly distribute all loan
funds to customers, pay off other lenders, pay taxes or other titling
fees, as required by and in conformance with the Operating Procedures.

SECTION 1.16.  Limited Obligations of EVRI. EVRI shall have no
obligation to service or otherwise act in any manner with respect to any
Loan after such Loan has been booked to Bank's billing and accounting
system.  In the event of nonpayment by the obligor under a Loan, EVRI
shall have no liability for the payment thereof, but shall retain
liability to Lender for breach of warranty as set forth in this
Agreement.

SECTION 1.17.  Expenses. Except as otherwise provided in this
Agreement, EVRI shall be liable for any and all expenses incurred by it
in connection with the performance of the Services hereunder.  Such
expenses shall include, without limitation, document preparation and
completion, Internet services and customer service and communications,
marketing, underwriting, data entry, accounting and similar expenses, and
any EVRI Reserve or rate participation paid to any other party in
connection with the origination of any Loan.

SECTION 1.18.  EVRI Compensation.

(a)     As compensation for its performance of the Services on behalf
of Bank, EVRI will receive a fee ("Origination Fee") for each Loan booked
by Bank as a result of EVRI's Services hereunder.  Said Origination Fee
shall be [*] EVRI's portion of the Origination Fee for any Loan will be
calculated and paid to EVRI by Bank by the fifteenth (15th) day of the
month following the month in which such Loan is booked; subject, however,
to Bank's right [*], as set forth in Section 1.18(d) below.  EVRI shall
be required to reimburse Bank for EVRI's portion of any Origination Fee
in the event that [*].

(b)     The Origination Fee shall be shared between the Bank and EVRI
as shown on Exhibit E.

(c)     The Applicable Subsidy shall be shown on Exhibit E and shall
be adjusted, if necessary, in the event [*]

(d)     EVRI acknowledges and agrees that Bank may, at its option,
[*], from any Origination Fee that Bank may owe to EVRI.

SECTION 1.19.  Auto Loan Pricing.  The Buy Rates transmitted to
EVRI by Bank from time to time shall be [*]  Such Buy Rates will be
determined based on the following factors:

(a)     Criteria [*], and will be exclusive of pricing
characteristics described in item (c) below.

(b)     Bank will make available at the time of each announced
pricing change by Bank and EVRI may elect to use [*]

If the [*] Buy Rate is selected, EVRI will use applicable [*] Buy
Rates as determined by [*].  If the [*] Buy Rate or [*] Buy Rate is used,
there will be one rate in effect for the [*].  EVRI shall make its
election promptly after the rate change announcement by notifying Bank,
in writing, which options it has selected.

(c)     The structure of the Buy Rate Pricing Sheet will be in
substantially the form of Exhibit E and will be based on [*] such [*]
characteristics as the Bank, in its reasonable discretion, determines to
be relevant.  Bank may change these characteristics in its sole
discretion from time to time.  Bank and EVRI agree to [*] so long as the
distribution of EVRI's loan volume maintains the integrity of the Bank's
current pricing practices.  EVRI understands that the Dealer pricing
constitutes confidential information and the names of the Dealer or
proprietary pricing algorithms will not be released to EVRI and
constitute Bank's proprietary information.

SECTION 1.20.  Transition from Origination Agreement.  This
Agreement shall take effect on the Closing Date and the terms and
provisions hereof shall apply to Loans that are booked and funded by the
Bank on and after the Closing Date.  Such provisions shall include the
Pricing Schedule set forth on Exhibit E hereto.

Loans that are booked and funded by the Bank prior to the Closing
Date, shall be subject to the terms of the Origination Agreement.

**ARTICLE II**

**REPRESENTATIONS AND WARRANTIES OF EVRI**

SECTION 2.01.  Existence.  EVRI is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware, has all requisite corporate power to own its assets and carry
on its business and is duly qualified, licensed and in good standing as a
foreign corporation to do business in all jurisdictions wherein its
ownership of property, the nature of its business and the performance of
this Agreement require such qualification or licensing.

SECTION 2.02.  Authority.  EVRI has the legal power, is duly
authorized and has the right to execute, deliver and perform this
Agreement and all of its obligations hereunder.

SECTION 2.03.  Enforceable Obligation.  This Agreement has been
duly and validly executed and delivered by EVRI and constitutes a valid
and legally binding agreement of EVRI enforceable in accordance with its
terms.

SECTION 2.04.  Compliance with Laws.  EVRI shall perform the
Services hereunder in a manner consistent with good business practices
and in conformity with all applicable federal and state laws, rules and
regulations, including, but not limited to, the Truth in Lending Act, the
Fair Credit Reporting Act and the Equal Credit Opportunity Act.

SECTION 2.05.  Licensing.  EVRI represents and warrants it has, or
is exempt from, any licensing requirements necessary to perform its
functions set forth in this Agreement.

SECTION 2.06.  Warranties Relating to the Loans.  EVRI warrants and
represents to Bank with respect to each Loan that, except as otherwise
provided herein:

(a)     EVRI has performed all Document Preparation Services and
closing and funding services in accordance with the Loan Standards and
Operations Procedures and with applicable law;

(b)     each Loan meets Bank's criteria set forth in the Loan
Standards and any additional terms and conditions specified by Bank for
that particular Loan;

(c)     the Loan documents evidencing the Loan are accurate,
truthful, valid, genuine and binding and are enforceable in accordance
with its terms.  The obligor on the Loan has legal capacity to contract
for the purchase of the Vehicle that will serve as collateral for the
Loan;  it is acknowledged, however, that EVRI shall be deemed in
compliance with this Section 2.05(c) warranty to the extent it has
complied with fraud detection processing procedures specified in Exhibits
A and B as may be modified from time to time.

(d)     to the best of EVRI's knowledge, all signatures on all
documents are genuine.  EVRI shall be deemed to have exercised due care
and compliance with this subsection 2.05(d) if it uses fraud detection
and prevention procedures that are at least as stringent as those set
forth on Exhibit B;

(e)     all amounts stated in the Loan and related documents are true
and correct and the description of the Vehicle will be true and correct,
to the best of EVRI's knowledge;

(f)     EVRI has obtained from the obligor on the Loan the grant of a
security interest in the Vehicle purchased with the proceeds of the Loan.
EVRI has obtained or will have caused an application for title and
registration of the Vehicle to be submitted to the appropriate government
agency no later than ten (10) days after the closing of the Loan and has
taken all necessary steps to ensure that the Bank will have a security
interest in the Vehicle prior to all other security interests, liens or
encumbrances;

(g)     EVRI does not know or have any reason to know of any claims,
setoffs or defenses which can be or are being asserted against Bank, the
dealer who sold the Vehicle or EVRI which would render the Loan
unenforceable in whole or in part;

(h)     EVRI does not know or have any reason to know that any
portion of the purchase price was rebated to the obligor;

(i)     if there has been a trade-in, to the best of EVRI's knowledge
and belief, after making reasonable inquiry, any and all loans and
outstanding liens on the trade-in have been satisfied in full prior to or
simultaneous with the closing; and

(j)     all required insurance on the Vehicle being purchased with
the proceeds of the Loan has been obtained for the benefit of Bank or its
assigns as loss payee or additional insured and EVRI has received
evidence that such insurance is in effect.

**ARTICLE III**

**REPRESENTATIONS AND WARRANTIES OF BANK**

SECTION 3.01.  Existence.  Bank is a national banking association
duly organized, validly existing and in good standing, under the laws of
the United States of America, has all requisite corporate power to own
its assets and carry on its business and is duly qualified, licensed, or
is exempt from licensing requirements, and in good standing as a foreign
corporation to do business.

SECTION 3.02.  Authority.  Bank has the legal power, is duly
authorized and has the right to execute, deliver and perform this
Agreement and all of its obligations hereunder.

SECTION 3.03.  Enforceable Obligation.  This Agreement has been
duly and validly executed and delivered by Bank and constitutes a valid
and legally binding agreement of Bank enforceable in accordance with its
terms.

SECTION 3.04.  Compliance with Laws.  Bank shall perform the
functions it is required to perform hereunder in compliance with all
applicable laws and regulations.

SECTION 3.05.  Licenses.  Bank represents and warrants it has, or
is exempt from, any licensing requirements necessary to perform the
functions set forth in this Agreement.

**ARTICLE IV**

**EVRI'S AUTHORITY**

In the performance of its duties hereunder, EVRI shall be an
independent contractor and shall have no authority, express or implied,
to act in any manner or by any means for or on behalf of Bank in any
capacity other than that of an independent contractor as herein expressly
authorized or set forth.  EVRI shall designate certain representatives
who will be appointed as employees and officers of Bank for the sole
purpose of performing certain specified activities hereunder that may
only be undertaken by Bank officers.  EVRI understands and acknowledges
that this appointment notwithstanding such designated representatives
shall, for all compensation, employment and benefit purposes, be deemed
employees of EVRI and shall be entitled to no compensation or other
benefits whatsoever from the Bank.

**ARTICLE V**

**RECORDS**

SECTION 5.01.  Bank's Right to Inspect.  EVRI shall maintain
accurate books and records with respect to each Loan originated by Bank
as a result of EVRI's Services hereunder.  EVRI shall permit the
examination by Bank, including, but not limited to, Bank's internal
auditors and any governmental agencies having jurisdiction over Bank,
during normal business hours and upon at least seventy-two (72) hours
prior written notice, of all books, accounts, correspondence and records
of EVRI relating to any Loan or the related Vehicle.  Bank shall be
permitted at its own expense to make photostatic or other copies of such
of these records as it may desire.

All records maintained by EVRI relating to any Bank Application and
Loans shall be and remain at all times the property of Bank and EVRI
shall not acquire any vested or property rights with respect to the Loan
Records.

SECTION 5.02.  EVRI's Right to Inspect.  Bank shall permit the
examination by EVRI, including, but not limited to, EVRI's internal
auditors and any governmental agencies having jurisdiction over EVRI,
during normal business hours and upon at least seventy-two (72) hours
prior written notice, of all books, account, correspondence and records
of Bank relating to Origination Fees paid or payable to EVRI hereunder.

SECTION 5.03.  Audit; Arbitration of Invoice Disputes. Each party
may schedule an audit or review with the other party for purposes of
holding such party accountable with respect to compliance under this
Agreement, including whether the invoices as presented and the charges
paid are accurate, correct and valid and are in accordance with the
provisions of this Agreement. If Bank has a question regarding an
invoice, which cannot be resolved to its reasonable satisfaction, Bank
shall notify EVRI of its dispute.  To the extent the parties are unable
to resolve a dispute, despite good faith face-to-face negotiations by
persons with decision making responsibility, Bank and EVRI shall submit
the dispute to arbitration in accordance with Article X.

**ARTICLE VI**

**JOINT BUSINESS OPPORTUNITIES**

SECTION 6.01.   Joint Business Opportunities.

(a)     Mortgage Lending Alliance.  For a period of [*] from the
Closing Date (as defined in the Agreement and Plan of Reorganization
between E-Loan, Bank of America Auto Finance Corp. and the other parties
signatory thereto), Bank of America Mortgage shall provide E-Loan on a
correspondent loan-by-loan basis with mortgage lending programs,
underwriting guidelines and pricing terms [*], recognizing E-Loan's
financial situation as an e-commerce company.  Subject to the other terms
of this Section 6.01, the Parties agree to continue to review the
relationship between E-Loan and Bank of America Mortgage to determine
mutually advantageous adjustments to such mortgage lending alliance.

Following the last day of such [*] period, such programs and
pricing terms discussed above shall remain in place as long as (i) E-Loan
maintains a positive performance trend satisfactory to Bank of America
Mortgage with regard to the quality, volume and financial condition, and
(ii) the Bank and/or its Affiliates retain an equity ownership stake in
E-Loan, Inc.

(b)     Additional Alliance Opportunities.  The Parties agree to
develop an offering of appropriate parts of Bank of America's [*] program
through E-Loan and to use best efforts to effectuate these initiatives in
the [*] following the Closing Date.

With regard to auto and mortgage loan products distributed only to
the Bank's internal retail network, the parties agree that, with the
exception of those products created with the intent to require
substantial customer consultation, the Parties will work together to
develop a program whereby products that can be reasonably offered to E-
Loan for distribution on a private label basis on terms and conditions
that are reasonable and economically satisfactory to both parties will be
so offered.  E-Loan will actively work with the individuals identified by
the task force created pursuant to Section 6.01(c) below to identify
these products and a plan of action.

The Parties agree to use best efforts to jointly develop electronic
offerings through E-Loan [*].  The parties agree to use their best
efforts to implement these offerings as soon as practicable for both
Parties.

(c)     Task Force.  The Parties agree to create a task force to meet
on a quarterly basis to discuss the strategic alliance and seek for ways
to expand the alliance in a mutually beneficial way.  The initial members
from Bank of America are to include:

> (i) Frank Gentry,
> Executive Vice President, Corporate Strategy;(ii) Doug Freeman,
> President, Consumer Finance Group;(iii) Andrew Woodward Jr.,
> President, Mortgage; and(iv) James Jones,
> Group Executive Vice President, Direct Banking
>                 -- or --
> Christopher Callero
> Group Executive Vice President, Integrated E-Commerce

The initial task force members from E-Loan are to include:

> (i) Chris Larsen,
> Chief Executive Officer(ii) Janina Pawlowski,
> President(iii) Doug Galen,
> Vice President, Business Development(iv) Joseph Kennedy,
> Senior Vice President(v) Steve Majerus,
> Vice President, Capital Markets(vi) Bob Ferber,
> Senior Vice President, Autos

Notwithstanding anything to the contrary above, with respect to
initiatives described in this Section 6.01 as well as further initiatives
considered by the strategic alliance, the Parties expressly acknowledge
and agree that (i) to be implemented, specific programs governed by
contracts not yet written must be developed, (ii) all such programs must
satisfy applicable bank regulations, risk policies and each Party's
reasonable economic and profitability standards, and (iii) with regard to
Section 6.01(c) above, either party may subsequently substitute an
appropriate officer for members of the task force.

**ARTICLE VII**

**TERMINATION**

SECTION 7.01.  Initial Term; Renewal.  The initial term of this
Agreement shall commence on the date of this Agreement and shall continue
through [*] hereafter; provided, however, that at the end of the initial
term of this Agreement, or of any renewal term hereof, the term of this
Agreement shall be automatically renewed for [*], unless either party
shall have notified the other party of its decision not to renew this
Agreement not less than thirty (30) nor more than ninety (90) days prior
to the end of such initial or renewal term.  The initial and renewal
terms provided for by this Section 7.01 are referred to herein as the
"Term" and are subject to earlier termination as provided below.

SECTION 7.02.  Reserved.

SECTION 7.03.  Termination for Breach.  In the event of a breach by
either party of any term, provision, representation, warranty or covenant
applicable to such party, the non-defaulting party may, by written notice
to the defaulting party, specifying in reasonable detail the nature of
such breach and providing thirty (30) business days following receipt of
notice in which to cure a non-monetary default and ten (10) business days
in which to cure a monetary default, terminate this Agreement.  If the
breach is not cured to the non-defaulting party's reasonable
satisfaction, the Agreement shall automatically terminate upon lapse of
the applicable cure period.

SECTION 7.04.  Regulatory Change.  Bank may, by written notice to
EVRI, terminate this Agreement if, in Bank's judgment, any applicable
law, rule or regulation, or any judicial or administrative order, decree,
ruling, opinion or interpretation, requires that this Agreement or either
party's rights or obligations under this Agreement be amended, modified,
waived or suspended in any respect.  Such termination shall be effective
thirty (30) days after receipt of the notice referred to in the preceding
sentence.

SECTION 7.05.  Change in Control.  In the event that substantially
all of the assets are sold to, or EVRI is dissolved, merged or
consolidated with, any Major Bank Competitor, EVRI shall provide Bank
with written notice as promptly as practicable after an agreement of
merger or dissolution is reached with respect to such transaction and, at
Bank's reasonable discretion, Bank may (x) terminate this Agreement, (y)
modify the Agreement with EVRI's consent to reflect the event mentioned
above, or (z) continue the Agreement without regard to such event.  For
purposes of this Section 7.05, a Major Bank Competitor shall be deemed to
be the top 20 bank holding companies, or any affiliate thereof, in the
United States in terms of asset size, as determined by the Federal
Reserve Board on the most recent date prior to the date hereof.

SECTION 7.06.  Survival.  Any commitments issued prior to the
effective date of termination shall survive such termination, provided
that such commitment shall not survive its related expiration date, as
specified in the related Loan Approval or thirty days, if none is
specified.

**ARTICLE VIII**

**INDEMNIFICATION AND DAMAGES**

SECTION 8.01.

(a)     EVRI shall indemnify, defend, and hold harmless Bank and the
Bank Affiliates and their respective officers, directors, employees,
agents, successors and permitted assigns from and against any and all
claims made, or asserted, or threatened by any third party and all
related Losses arising out of or related to the following:  (a) any act
or omission by EVRI, its employees and agents or any subcontractor
engaged by EVRI in the performance of EVRI's obligations under this
Agreement or otherwise; (b) any material breach in a representation,
covenant or obligation of EVRI contained in this Agreement; (c) any
claims that, in using the Services provided to Bank under this Agreement,
Bank or an Bank Affiliate has infringed the proprietary rights of any
third party; or (d) EVRI's relationship with its employees, agents or
subcontractors or its capacity as an employer.

A Loss shall mean all losses, liabilities, damages, claims
(including taxes) and all related costs and expenses including any and
all reasonable attorney fees and reasonable cost of investigation,
litigation, settlement, judgment, interest and penalties.

(b)     Bank shall indemnify, defend and hold harmless EVRI and
EVRI Affiliates and their respective officers, directors, employees,
agents, successors and permitted assigns from and against any and all
claims made or asserted, or threatened by any third party, and all
related Losses arising out of or related to the following:

> (i)     any act or omission by Bank, its employees and agents
> or any subcontractor engaged by the Bank in the performance of
> Bank's obligations under this Agreement or otherwise (other than
> EVRI's performance);(ii)    any material breach in a representation, covenant or
> obligation of Bank contained in this Agreement; or(iii)   Bank's relationship with its employees, agents or
> subcontractors or its capacity as an employer.

SECTION 8.02.  Certain Recoverable Damages.  Damages recoverable
under this Agreement shall include, without limitation, costs, expenses,
losses and injuries incurred or suffered by an Indemnified Party as a
result of an act, omission, breach, breach of warranty, non-performance
or misrepresentation of an Indemnified Party, or an Indemnified Party,
on account of claims made against an Indemnified Party, or payment of
claims made by an Indemnified Party, to the extent that such claims or
payments result (directly or indirectly) from an act, omission, breach,
breach of warranty, non-performance or misrepresentation of an
Indemnified Party.

SECTION 8.03.  Consequential Damages.  Neither EVRI nor Bank shall
be liable for those consequential damages which consist of lost profits
or loss of goodwill; provided, however, that the limitations set forth
in this Section shall not apply to or in any way limit (a) a party's
indemnity obligations under this Agreement, or (b) a party's liability
to the other party for consequential damages constituting lost profits
or loss of goodwill which arise from such party's gross negligence or
willful misconduct.

SECTION 8.04.  Enforcement Expenses.  If either party employs an
attorney or commences legal or arbitral proceedings to enforce the
provisions of this Agreement, the prevailing party shall be entitled to
recover from the other, reasonable costs incurred in connection with
such enforcement, including but not limited to, attorney's fees and
costs of investigation and litigation/arbitration.

SECTION 8.05.  Procedure for Claiming Damages.  If either party
claims damages against the other, it shall provide the Indemnifying
Party with a written notice specifying in reasonable detail the nature
of the breach of warranty or other act that gives rise to the claim for
indemnification and the amount of the Loss.  If the Indemnifying Party
fails to cure the breach giving rise to such Loss within thirty (30)
days following receipt of such written notice, the Indemnifying Party
shall repurchase the Loan, in the case of EVRI's breach of warranty, or
in the case of Bank's breach of warranty, make EVRI whole for such Loss.

SECTION 8.06.  Indemnifying Procedures.

(a)     If any lawsuit or enforcement action is filed against any
party entitled to the benefit of indemnity hereunder (the "Indemnified
Party"), written notice thereof shall be given to the party obligated to
provide indemnification hereunder (the "Indemnifying Party") as promptly
as practicable.  After such notice, if the Indemnifying Party shall
acknowledge in writing to such Indemnified Party that this Agreement
applies with respect to such lawsuit or action, then the Indemnifying
Party shall be entitled, if it so elects, to take control of the defense
and investigation of such lawsuit or action and to employ and engage
attorneys of its own choice to handle and defend the same, at the
Indemnifying Party's cost, risk and expense; and such Indemnified Party
shall upon request of the Indemnifying Party, cooperate in all
reasonable respects, at the Indemnifying Party's cost and expense, with
the Indemnifying Party and such attorneys in the investigation, trial
and defense of such lawsuit or action and any appeal arising therefrom;
provided, however, that the Indemnified Party may, at its own cost,
participate in such investigation, trial and defense of such lawsuit or
action and any appeal arising therefrom.  No settlement of a claim,
investigation, suit, or other proceeding that involves a remedy other
than the payment of money by the Indemnifying Party shall be entered
into without the consent of the Indemnified Party, which consent will
not be unreasonably withheld; provided that EVRI shall have the right to
settle an infringement claim without the Bank's consent, but without
prejudice to or dilution of the Bank's right to indemnification under
this Article VIII.

(b)     Each party shall give the other party prompt written notice
of any event which could reasonably be expected to give rise to any
claim for indemnification hereunder.

**ARTICLE IX**

**INSURANCE**

SECTION 9.01.  Requirements.  EVRI shall, and shall require its
subcontractors to, secure and maintain, at its or their own expense,
throughout the entire term of this Agreement, the following insurance
with companies satisfactory and acceptable to Bank and shall furnish to
Bank certificates evidencing such insurance prior to commencing
Services.  Said certificates shall contain a provision whereby the
policy and/or policies shall not be canceled or altered without at least
thirty (30) calendar days prior written notice to Bank.

SECTION 9.02.  Worker's Compensation/Employers' Liability.
Worker's Compensation Insurance which shall fully comply with the
statutory requirements of all applicable state and federal laws and
Employers' Liability Insurance which limit shall be [*] per accident for
bodily injury and [*] per employee/aggregate for disease. EVRI and its
underwriter shall waive subrogation against Bank.

(a)     Commercial General Liability.  Commercial General Liability
Insurance with a minimum combined single limit of liability of [*] per
occurrence per location and [*] aggregate for bodily injury and/or death
and/or property damage and/or personal injury.  This shall include
products/completed operations coverage and shall also include Broad Form
Contractual specifically covering this Agreement.  Further, Bank is to
be added as an additional insured on this policy with respect to
operations covered under this Agreement.

(b)     Business Automobile Liability. Business Automobile Liability
Insurance covering all owned, hired and non-owned vehicles and equipment
used by EVRI with a minimum combined single limit of liability of [*]
for injury and/or death and/or property damage.

(c)     Excess coverage. Excess coverage with respect to (A), (B)
and (C) above with a minimum combined single limit of [*].

(d)     Fidelity Bond.  EVRI shall be responsible for loss to bank
property and customer property, directly or indirectly, and shall
maintain Fidelity Bond coverage for the dishonest acts of its employees
in a minimum amount of [*]. Bank shall be named as "Loss Payee, As Their
Interest May Appear," on this Fidelity Bond.

**ARTICLE X**

**ARBITRATION**

SECTION 10.01.  Binding Arbitration.  Any controversy or claim
between or among the parties hereto shall be determined by binding
arbitration in accordance with the Federal Arbitration Act (or if not
applicable, the applicable state law), the Rules of Practice and
Procedure for the Arbitration of Commercial Disputes of Judicial
Arbitration and Mediation Services, Inc./Endispute, Inc.
("J.A.M.S./Endispute"), and if J.A.M.S./Endispute is unable or legally
precluded from administering the arbitration, then the American
Arbitration Association ("AAA") will serve.

SECTION 10.02.  Judgments.  Judgment upon any arbitration award
may be entered in any court having jurisdiction.  Any party to this
Agreement may bring an action, including a summary or expedited
proceeding, to compel arbitration of any controversy or claim to which
this Agreement applies in any court having jurisdiction over such action
in the states set forth in Section 10.04.

SECTION 10.03.  Procedures.  Upon receipt of demand for
arbitration from either Bank or EVRI, J.A.M.S./Endispute or AAA as
applicable shall use its best efforts to appoint an arbitrator and
notify Bank and EVRI of such appointment within fifteen (15) calendar
days and further to commence arbitration within ninety (90) calendar
days.  Any Bank or EVRI demand for arbitration shall include detail
sufficient to establish the nature of the dispute and shall be delivered
to the other party concurrent with delivery to J.A.M.S./Endispute or
AAA.

SECTION 10.04.  Other Remedies.  Nothing in this Section shall
limit the right of either EVRI or Bank to obtain from a court
provisional or ancillary remedies such as, but not limited to,
injunctive relief, or the appointment of a receiver, before, during or
after the pendency of any arbitration proceeding brought pursuant to
this Agreement.

**ARTICLE XI**

**MISCELLANEOUS**

SECTION 11.01.  Headings.  Section headings herein are used for
convenience only and shall not otherwise limit or affect the terms or
conditions of this Agreement or be considered for the purpose of
determining the meaning or legal effect of any provision of this
Agreement.

SECTION 11.02.  Effect of Waiver.  No failure or delay on the part
of either party in the exercise of any power, right or privilege
hereunder or to make objection to the mode of any offered performance by
the other party shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other
or further exercise of any other right, power or privilege.  All rights
and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available at law or
equity.

SECTION 11.03.  Survival. Sections relating to Bank's monetary
obligations or the EVRI Obligations existing at the time of termination
shall survive the execution and termination of this Agreement.

SECTION 11.04.  Applicable Law.  This Agreement, and the rights and
obligations of the parties hereunder, shall be governed by and construed
with reference to the laws of the State of North Carolina without
reference to its principles of conflict of laws.  EACH PARTY HERETO
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR ACTION ARISING
OUT OF THIS AGREEMENT.

SECTION 11.05.  Severability.  If any provision of this Agreement
or any remedy provided herein is found by a court of competent
jurisdiction to be invalid or unenforceable, such provision shall be
inapplicable and deemed omitted, but the remaining provisions of this
Agreement shall be and remain effective in accordance with their terms.

SECTION 11.06. Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but
all such counterparts together shall constitute but one and the same
instrument.

SECTION 11.07.  Notices.  All correspondence and/or notices
required or permitted to be given shall be in writing, and may be
personally served or sent by United States certified mail, return receipt
requested, and shall be deemed to have been given five (5) business days
after deposit in the United States mail with postage prepaid and properly
addressed.  For the purposes hereof, the address of the parties hereto
(until notice of a change thereof is served as provided in the preceding
sentence) shall be as follows:

`As to Bank:                                     As to EVRI:

BANK OF AMERICA, N.A.                           ELECTRONIC VEHICLE
10401 Deerwood Park Blvd.                       REMARKETING, INC.
Jacksonville, FL  32256                         P. O. Box 888
                                                Melville, NY  11747
Phone:(904) 457-5424                            Phone:(516) 777-8000
Fax:(904) 457-5489                              Fax:(516) 777-8440
Attn:  Doug Freeman`

With a copy to General Counsel:

BANK OF AMERICA, N.A.
100 North Tryon Street
56th Floor
Charlotte, NC  28255

Phone:  (704) 386-5724
Fax:    (704) 370-3515
Attn:   General Counsel

As to E-Loan, Inc.:

E-LOAN, INC.
5875 Arnold St.
Dublin, CA  94568

Phone:(925) 241-2400
Fax:(925) 556-2674
Attn:President

SECTION 11.08.  Entire Agreement; No Oral Modifications.  This
Agreement constitutes the entire understanding of the parties hereto with
respect to the subject matter hereof.  THIS AGREEMENT MAY ONLY BE AMENDED
OR MODIFIED BY AN INSTRUMENT IN WRITING SIGNED BY DULY AUTHORIZED
REPRESENTATIVES OF BANK AND EVRI.  The parties hereto agree to review the
pricing, fees and scope of duties contained herein from time to time and
to make such adjustments therein as the parties shall agree.

SECTION 11.09.  Assignment.  This Agreement is not assignable by
either party without the prior written consent of the other, which
consent shall not be unreasonably withheld.

SECTION 11.10.  Confidentiality.

(a)     Definition.  When used in this Agreement, the term
"Confidential Information" shall mean this Agreement, all Proprietary
Information (as defined below) and all data, trade secrets, business
information and other information of any kind whatsoever which (a) has
been disclosed to either party, or to which either party has access, in
connection with the negotiation and performance of this Agreement, and
(b) relates to (i) the other party, (ii) in the case of EVRI, the Bank
Affiliates and their customers, or (iii) third party vendors or licensors
which have made confidential or proprietary information available to Bank
or a Bank Affiliate.

(b)     Proprietary Information.  When used in this Agreement, the
term "Proprietary Information" shall mean all work performed under this
Agreement and all work product resulting from such work, including,
without limitation, all data, designs, software, programs, card decks,
tapes, ideas, concepts, techniques, inventions, proprietary rights,
modifications and enhancements, together with all applicable rights to
patents, copyrights, trademarks and tradesecrets and dealer pricing
relating to Buy Rates and any application information relating to an
Applicant or any Bank customer list.  For purposes of this Agreement, an
Applicant shall be deemed to be a Bank customer..

(c)     Non-Disclosure.  Each of the parties on behalf of itself and
its employees, officers, directors, affiliates and agents, hereby agrees
that Confidential Information will not be disclosed or made available to
any third party, agent or employee for any reason whatsoever, other than
with respect to:  (a) its employees on a "need to know" basis; (b)
subcontractors and other third parties specifically permitted under this
Agreement, on a "need to know" basis, provided that all such parties are
subject to a confidentiality agreement which shall be no less restrictive
than  the provisions of this Section (in favor of Bank and Bank
Affiliates and in form and substance satisfactory to Bank); (c)
independent contractors, agents, and consultants hired by Bank, provided
that Bank uses reasonable efforts to cause such parties to maintain the
confidentiality of EVRI's Confidential Information; and (d) as required
by law or as otherwise permitted by this Agreement, either during the
term of this Agreement or after the termination of this Agreement,
provided that, prior to any disclosure of either party's Confidential
Information as required by law, the party subject to the requirement
shall (i) notify the other party of all, if any, actual or threatened
legal compulsion of disclosure, and any actual legal obligation of
disclosure immediately upon becoming so obligated, and (ii) cooperate
with the other party's reasonable, lawful efforts to resist, limit or
delay disclosure.

(d)     Exceptions.   Nothing in this Section shall prohibit or limit
either party's use of information or data (a) that can be demonstrated to
have been previously known to it, other than through its relationship
with the other party, without a confidentiality restriction on the use of
such information, (b) independently developed by it, as established by
written evidence, (c) rightfully acquired by it from a third party with
full legal right to disclose such information, (d) disclosed without
similar restrictions by the party that disclosed such Confidential
Information pursuant to this Agreement to a third party, (e) approved for
disclosure by the affected party pursuant to this Agreement, or (f) which
becomes part of the public domain through no breach of this Agreement.

(e)     Return of Confidential Information.  Upon the termination of
this Agreement, or at any time upon the request of the other party, each
party shall return all Confidential Information in the possession of such
party or in the possession of a third party (over which such party has or
may exercise control).

(f)     Injunctive Relief.  In the event of any breach of the
obligations under this Section, each party acknowledges that the other
party would have no adequate remedy at law, since the harm caused by such
a breach would not be easily measured and compensated for in damages, and
that in addition to such other remedies as may be available to the other
party, the other party may obtain injunctive relief including, but not
limited to, specific performance.

(g)     Publicity.  All media releases, public announcements and
public disclosures by either party, or their employees or agents,
relating to this Agreement or the name of Bank, any Bank Affiliate or
EVRI, including, without limitation, promotional or marketing material,
but not including any announcement intended solely for internal
distribution by the releasing party or any disclosure required by legal,
accounting or regulatory requirements beyond the reasonable control of
the releasing party, shall be coordinated with and approved by the other
party prior to the release thereof.

(h)     Survival.  The provisions of this Section shall survive the
term or termination of this Agreement for any reason.

SECTION 11.11.  Force Majeure.  In the event EVRI is unable to
timely perform the Services hereunder due to causes that are beyond its
control, including, without limitation, unauthorized strikes, riots,
earthquakes, epidemics, war, fire, or any other catastrophe rendering it
wholly or partially inoperable, EVRI shall not be liable for any loss or
damage which results to Bank or its customers; provided, that EVRI has
and maintains a reasonable Disaster Protection Plan and proceeds with
reasonable diligence promptly to restore Services.

SECTION 11.12.  Burden and Benefit.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective permitted successors and assigns.

SECTION 11.13.  Definitions.  Words and terms defined in the
singular may be referred to in the plural, and vice versa.

SECTION 11.14.  No Partnership.  Bank and EVRI are not partners or
joint venturers with each other and nothing in this Agreement shall be
construed so as to make them such partners or joint venturers or impose
any liability as such on either of them.

SECTION 11.15.  No Third Party Beneficiaries.  No person not a
party to this Agreement shall have any rights hereunder and all third
party beneficiary rights are hereby negated.

SECTION 11.16.  Trademarks; Trade Names.  Neither party shall
obtain any right to use the tradename, trademark, logo, brand or other
intellectual property of the other party, except to the extent expressly
provided for in writing in a co-branded web site agreement or other
appropriate document signed by both Bank and EVRI.

SECTION 11.17.  Security.

(a)     Definition.  EVRI understands that Bank and Bank Affiliates
operate under various laws and federal regulatory agencies that are
unique to the security sensitive banking industry.  As such, persons
engaged by EVRI to provide services under this Agreement are held to a
higher standard of conduct and scrutiny than in other industries or
business enterprises.  EVRI understands and acknowledges that its
employee(s) ("Employee(s)") shall possess appropriate character,
disposition and honesty conducive to the environment where services are
provided under this Agreement.  EVRI shall, to the extent permitted by
law, exercise reasonable and prudent efforts to comply with the Security
provisions of this Agreement.

(b)     Access.  EVRI shall not knowingly permit an Employee(s) to
have access to the premises, records or data, or to engage in the conduct
of the banking affairs of Bank or Bank Affiliates when such Employee(s):
(a) has been convicted of a crime or has agreed to or entered into a
pretrial diversion or similar program in connection with (i) a dishonest
act or a breach of trust, as stipulated under Section 19 of the Federal
Deposit Insurance Act, 12 U.S.C. 1829(a); and/or (ii) a felony; (b) uses
illegal drugs.

(c)     Compliance.  Upon written request from Bank, EVRI shall
provide evidence of  EVRI's actions to comply with the above provisions
for its Employee(s).

(d)     Notification.  Bank shall notify EVRI of any act of
dishonesty or breach of trust committed against Bank or Bank Affiliates
which may involve an Employee(s) and EVRI shall notify Bank if it becomes
aware of any such offense.  Following such notice, at the request of Bank
and to the extent permitted by law, EVRI shall cooperate with
investigations conducted by or on behalf of Bank or Bank Affiliates.
Such cooperation may  include access to EVRI's Employee(s) for personal
interviews related to such  investigations.  In addition, at the request
of Bank, EVRI shall conduct its own  investigations into the activities
of said Employee(s), which may include polygraph examinations when
permitted by law and not specifically prohibited by existing collective
bargaining (Union) agreements or state statutes, with the results of such
investigations and all files and records related thereto being made
available to Bank.

(e)     Internal Controls.  EVRI shall cooperate with the internal
operating controls and security processes of Bank and Bank Affiliates
where products and/or services are provided under this Agreement.

(f)     Privacy.  EVRI shall take all possible security measures to
protect confidential credit data on Bank Loan Applicants so that their
information may not be accessed over the Internet or via a
telecommunications line on an unauthorized basis or by a person other
than the Bank.

SECTION 11.18.  Year 2000 Compliance.  All of EVRI's computer
functions will record, store, process and calculate and present calendar
dates on or after December 31, 1999 and will calculate any information
dependent on or relating to such dates in the same manner and with the
same functionality, data integrity and performance as dates before
December 31, 1999.  All of EVRI's Intellectual Property will operate
without material error caused by date data that represents or references
different centuries.  To EVRI's knowledge, EVRI's business is not
expected to be materially adversely affected by the advent of the year
2000 or the transition to the twenty-first century or to incur material
expenses in this regard.

SECTION 11.19.  Public Announcement.  EVRI and Bank each agree to
consult with each other prior to any public announcement relating to this
Strategic Alliance and/or the business relationship created hereby and
will mutually approve the timing, content and method of any dissemination
of any public announcement.

SECTION 11.20.  Definitions.

"Approved Documents" shall mean the forms of loan documents
attached hereto as Exhibit C which shall be used by EVRI to document
Loans between the Bank and consumers and which will be contained in a
Loan file prepared by EVRI for the Bank.  From time to time, EVRI may
submit new forms of Loan Documents for the Bank for its approval, which
approval, if forthcoming, in Bank's sole discretion, shall, with respect
to such Loan Documents, to the extent so approved, become approved forms
for purposes of this Agreement.

"Bank Affiliates" shall mean any entity now or hereafter
controlling, controlled by, or under, in control, directly or indirectly,
of the Bank or Bank's parent, BankAmerica Corporation.

"Bank's Rate Sheet" shall mean the communication distributed by
Bank from time to time that communicates to EVRI how the Bank will price
its loans from the date of such Rate Sheet until the next published Bank
Rate Sheet.  The initial Bank Rate Sheet shall be substantially in the
form of Exhibit E hereto.

"Dealer Documents" means the documents prepared by the Dealer in
connection with a Loan, which will be faxed to EVRI by the Dealer,
including completed lien perfection showing Bank of America as
lienholder.

-Bill of Sale for the Vehicle, or if refinance deal, the value
determined by recognized pricing service

-Factory Invoice, if new Vehicle

-Proof of Insurance

-Proof of Income (W2 or paystub), if required by Lending Standards

-Any backend or Insurance Product Enrollment Form

"Dealers" shall mean a dealer which has sold a Vehicle to an
Obligor which has been financed by the Bank pursuant to a Loan.

"Disaster Protection Plan" shall mean the plan developed by EVRI
and reviewed by the Bank which provides an alternate means of EVRI
performing Services for the Bank in the even of a disaster or in the
event that any of the occurrences set forth in Section 10.11 hereof
should occur.

"Document Preparation Services" shall mean the preparation of all
Loan documents and Dealer Documents on behalf of the Bank.

"EVRI Site" shall mean the worldwide web site, the URL of which is
http://www.carfinance.com or http://www.eloan.com..

"Loan" shall mean an extension of credit from the Bank to a
consumer referred to the Bank through the EVRI Site, the proceeds of
which shall be used to purchase a Vehicle or refinance an existing
Vehicle Loan.

"Loan Application Package" shall mean the documents required by
Bank in order to make a decision of whether or not to extend credit to an
Obligor for a Loan, which package shall be prepared by EVRI and submitted
to the Bank.

"Loan Approval" shall mean Bank's decision to make an extension of
credit to an Obligor.

"Loan Rate" shall mean the rate of interest that shall accrue
against the outstanding balance of a Loan.

"Loan Standards" See Exhibit A.

"Monthly Finance Charge" shall mean the annualized interest rate
divided by 12.

"Operations Procedures"  See Exhibit B.

"Presentment Detail Report" shall mean the report in Bank's
standard format which shows all of the drafts prepared by EVRI which are
scheduled to be presented on any given business day.

"Services" means the document preparation, booking, dealer
tracking, reconcilement, maintenance, posting and referral services
performed by EVRI on behalf of Bank, all as more particularly set forth
in Section 1 hereof.

"Vehicle" means any new or used motor vehicle, including any
equipment sold and financed in conjunction therewith intended principally
for personal or family use by consumers, the purchase of which is
financed or refinanced pursuant to a Loan.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.

BANK OF AMERICA, N.A.

By:     
Name:   
Title:

BANK OF AMERICA AUTO FINANCE CORP.

Name:   
Title:

ELECTRONIC VEHICLE REMARKETING, INC.

By:     
Name:   
Title:

E-LOAN, INC.

By:     
Name:   
Title:

**Exhibit A**

**Loan Standards**

**Exhibit B**

**Operations Procedures**

**Exhibit C**

**Approved Documents**

Dear [*]:



You've been approved for a new or used vehicle Installment Loan up to a
[*].

Financing is available for [*].

You're eligible for special Internet-user interest rates of [*].

We provide the following items to assist in your purchase:

1. Loan Check Draft - Works like your own personal check, simply
fill in amount up to the approved limit and present to dealer
as payment.

2. [*]Car Loan Agreements - select the appropriate one and
carefully review the terms.  Agreements are completed as if
you were to use the entire approved amount.

3. Loan Worksheet - Since you are likely to use only a portion of
your approved amount, please visit http: //www.CarFinance
 .com/[*]to view what your exact borrowing costs and monthly
payments would be at various loan amounts and for virtually
any car or truck.

Please bring [*].  If you have any questions, please do not hesitate to
e-mail us at fininfo@carfinance,com or call us toll-free at 1-888-324-
4964 Monday - Friday 8:30 am -11pm, Saturday - Sunday 10am - 6pm ET.

If, for any reason, the dealer is reluctant to accept Check Drafts or
is hesitant to release your car until the Draft clears, please call 1-
888-871-6372.  CarFinance.com will make direct payment to the dealer in
these rare occasions (same day if possible).

Sincerely, 
CarFinance.com -  a subsidiary of NationsBank

**Exhibit D**

**Bank's Standard Accounting Formats**

[*]

**Exhibit E**

**Pricing Schedule**

[*]

[*] Confidential treatment requested.

---