Exhibit 10.7

CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY

[ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.


Auto Loans Alliance 
Program Agreement
This Auto Loans Internet Program Agreement("Agreement") is
made as of the 15 day of August, 2001 ("Effective Date"), by and between
Household Automotive Credit Corporation, a Delaware corporation with its
principal office at 11452 El Camino Real, San Diego, California 92130 (herein
"HACC"); Household Bank, f.s.b., a federal savings bank with a
branch office located at 1111 Town Center Drive, Las Vegas, Nevada, 89144
(herein "Household Bank" and collectively with HACC, "Household")
and E-Loan, Inc. a Delaware corporation with its principal office at 5875
Arnold Road, Dublin, California, 94568 (herein "Company").
Preamble:  Company is engaged in the business of assisting
consumers to locate auto loans and/or managing Internet web sites whereby
consumers can request information about auto loans and apply for auto loans.
Household Bank and HACC are engaged in the business of lending funds to
consumers located in States (as hereinafter defined) pursuant to loan agreements
which are secured by motor vehicles and which satisfy their respective credit
criteria.  Company and Household desire to provide to consumers a broader range
of available financing for consumers who seek auto loans through Company's
services and/or web sites.  Company and Household desire to enter into an
arrangement whereby Company will forward to Household certain applications
and/or agreements for auto loans from consumers pursuant to the terms and
conditions of this Agreement and Company will assist Household in communications
with consumers relating to such auto loans.
Now, therefore, in consideration of the mutual benefits to be
derived from this Agreement, the promises, agreements, representations,
warranties and covenants contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Company and Household hereby agree as follows:
DEFINITIONS.  As used in this Agreement, in the Exhibits and-
any other attachments hereto, and in addition to the terms defined elsewhere in
this Agreement, the following words have the following meanings, whether used in
the singular or plural:
Affiliate means any person or entity which directly, or
indirectly through one or more intermediaries, owns or controls, is owned or
controlled by, or is under common control or ownership with, Company or
Household, respectively, or their respective ultimate parent.
Application means an application for credit relating to a
proposed auto loan submitted by a consumer to Company.
Approved Application means an Application that has been
approved in writing (via facsimile or electronic transmission) for extension of
credit by Household, which approval shall expire thirty (30) days after the date
thereof.
Basic Lending Guidelines means the general lending criteria
set forth within Exhibit A, attached hereto and incorporated
herein, to be used by Company in determining whether to forward Applications to
Household or to some other lender for credit review, which guidelines may be
modified or supplemented by the Parties in writing from time to time by
amendment to such Exhibit or this Agreement.
Business Day means Monday through Friday, excluding Federal
holidays on which either Company or Household is closed.
Company means E-Loan, Inc.
Direct Alliance Underwriting Center means Household's
underwriting center at 11452 El Camino Real, San Diego, California 92130, FAX
Number (866) 489-1654 or at such other address(es) and/or facsimile number(s)
designated by Household from time to time upon written notice, for receipt of
Applications and/or Required Documents with respect to the Program.
Draft means a draft issued on behalf of the Obligor and
payable to the seller of the Vehicle, stating a maximum principal amount of the
Loan.
Household means Household Automotive Credit Corporation and/or
Household Bank, f.s.b., collectively and jointly, except that for purposes of
Section 2.4, "Household" shall mean the corporate entity that is the
lender with respect to such Loan, which shall be at the sole discretion of
Household.
Laws) means all federal, state and local laws, rules, and
regulations as now in effect and as amended from time to time, including without
limitation, all consumer protection laws, the federal Truth-in-Lending Act, the
Equal Credit Opportunity Act ("ECOA"), the Fair Credit Reporting Act
("FCRA"), and the Fair Debt Collection Practices Act and each of their
respective regulations.
Loan means a loan contract and security agreement for the
purchase or refinancing of a new or used Vehicle entered into by either HACC or
Household Bank as creditor and an individual consumer or consumers as
Obligor.
Month means a calendar month.
Obligor means an individual consumer or consumers who are
obligated as the borrower or borrowers on a Loan.
Party or Parties means Company and Household.
Principal Amount means the principal loan amount of the Loan
which is the total amount advanced on behalf of or to the benefit of the Obligor
on the Loan, including without limitation the original amount of the Draft
payable to a seller of a motor vehicle or other person with respect to an auto
loan contemplated.  hereby.
Program means the arrangement described in
Exhibit A, attached hereto and made a part hereof, under this
Agreement whereby Company forwards Submitted Applications to Household;
Household reviews such Submitted Applications and informs Company whether such
applications meet the Underwriting Criteria of Household; Company provides
certain services as set forth in Exhibit A; and Household
enters into Qualifying Loans with Obligors and extends funds to Obligors.
Qualifying Loan means a Loan for which all of Household's
conditions for extension of credit have been satisfied, as set forth in
Exhibit A attached hereto and made a part hereof.
Required Documents means the Loan, the Application, the
original Draft, and all other documents listed on Exhibit A
attached hereto and made a part hereof, each of which is required to be received
from the Obligor and delivered to Household with respect to each Approved
Application, as such documents may be changed or supplemented from time to time
by Household in its sole discretion upon written notice to Company.
States means the states listed on Exhibit C
(with respect to Loans originated by HACC) and Exhibit D
(with respect to Loans originated by Household Bank) attached hereto and made a
part hereof, where HACC and Household Bank respectively may offer the Program
for Company, or such other states as the Parties may mutually agree in writing
from time to time by amendment to such Exhibits or this Agreement.
Submitted Applications means Applications that generally
satisfy the Basic Lending Guidelines as of the time such Applications are
received by Company and are forwarded by Company to Household at the Direct
Alliance Underwriting Center for credit review concerning an auto loan pursuant
to the Program.
Term means the term of this Agreement which shall be the
period as defined in Section 8.1, including any Renewal Term established
thereunder.
Underwriting Criteria means the credit and other criteria as
prescribed by Household from time to time to be used by Household in final
review of Applications under this Agreement, which criteria may be modified or
supplemented by Household at any time, with or without prior notice to Company.
Household shall endeavor to provide notice to Company of material changes in
the-Underwriting Criteria at least ten (10) Business Days before the
implementation of such material changes.
Vehicle means the automobile, van, or light truck, meeting
Household's Underwriting Criteria, and serving as collateral for the
Loan.THE SERVICES AND THE PROGRAM.
Services Provided by Company.  Company will perform the
services in connection with the Program as set forth on
Exhibit A, attached hereto and made a part hereof.
Company's Compensation.  If not prohibited by applicable law,
Household will pay to Company, as the sole compensation for the marketing,
communication, clerical, and administrative services of Company in connection
with Applications and Qualifying Loans under this Agreement, the "Program
Marketing and Service Fee" as set forth on Exhibit B attached
hereto and incorporated herein.  Household will pay Company monthly the total
amount of Program Marketing and Service Fees relating to the Applications and/or
Qualifying Loans that were acquired or consummated by Household under the
process described in Exhibit A during the preceding Month.
Household shall pay such Program Marketing and Service Fees within fifteen (15)
days after the end of each Month, by electronic funds transfer or check, at its
sole option.
Program States.  The States in which Household may offer the
Program are set forth on Exhibits C and D of this Agreement, attached hereto and
incorporated herein.  Company acknowledges that Household may be subject to
certain state licensing requirements, authorizations, or other limitations or
requirements that affect its ability to offer the Program in certain states, and
that such limitations and requirements are outside Household's control.  Company
acknowledges that Household may not be able to offer the Program in every state.
Exhibits C and D of this Agreement may be amended from time to time, either to
include additional states with both Parties' consent, or to delete states at
Household's option.
Ownership of Approved Applications and Qualifying Loans.  Upon
Household's approval of any Approved Application, and upon consummation or
acceptance of any Qualifying Loan by Household, such Approved Application, such
Qualifying Loan, and the lending relationship with such Obligor, shall be owned
and controlled exclusively by Household, and no other party, including Company
or any other party, shall have any interest in or to such Approved Application
or Qualifying Loan, except as provided in this Agreement.COVENANTS OF THE PARTIES.
Marketing.  Company will introduce and market the Program to
consumers and Household will reasonably cooperate with such efforts.  At its
sole discretion and expense, Company will produce all marketing materials,
screens, advertisements, Internet web sites, and any other messages designed to
market or to promote the Program and all such materials that include the name
"Household" or any of Household's trademarks, or refer to Household in any way,
will be subject to prior review and written approval by Household, which shall
not be unreasonably withheld or delayed.
Compliance with Law.  Each Party shall comply with and send
any required adverse action notices and any other notices to the applicant of an
Application as may be required by applicable Law as a result of its respective
credit review of an Application.  Each Party will perform all of its activities,
obligations and responsibilities contemplated under this Agreement in compliance
with all applicable Laws.
Reports.  To the extent permitted by applicable Law, Household
will provide to Company monthly reports containing a summary of the following
information:  the number of Applications received for the Program in the prior
Month, the number of Approved Applications, the number of Qualifying Loans
acquired or consummated in the prior Month, and such other information as the
Parties mutually agree.
Non-Exclusivity.  Neither Company nor any Affiliate has any
obligation to forward any auto loan application or any particular amount of auto
loan applications to Household.  Neither Household nor any Affiliate has any
obligation to review or approve any Application or any number of Applications,
or to acquire any Loan or a certain number of Loans pursuant to this Agreement,
and Household and/or its Affiliates may receive applications or acquire loans or
sales finance contracts from other organizations, financial institutions, banks,
dealers or others, whether or not the applicants or obligors with respect to any
such loans or sales finance contracts have submitted an application to Company,
subject to section 3.10 below.
Non-Solicitation.  From the date of this Agreement until any
Qualifying Loan is paid in full, Company agrees that neither it nor any of its
Affiliates will directly solicit the respective Obligors to apply for, or offer
to such Obligors, any auto-secured financial products, the proceeds of which are
intended to be used to pay off or refinance such Obligor's Qualifying Loan,
including, without limitation, the solicitation or offering of any auto-secured
loan, retail installment contract, or any other auto-secured credit product.
Household and its Affiliates shall not, during the application process and until
any Qualifying Loan is paid in full, offer or sell to the respective Obligors
any service contract, warranty product, or mechanical breakdown insurance.
Company further agrees that the names of Obligors with respect to all Qualifying
Loans shall remain the proprietary information of Household at all times,
provided, however, that Company shall be permitted to solicit Obligors with
respect to Qualifying Loans in a commercially reasonable manner for reasonable
service contracts, warranty products, or mechanical breakdown insurance on the
respective Obligor's Vehicle.  The provisions of this paragraph 3.5 shall
survive the expiration or termination of this Agreement.
Record Retention.  Each Party shall maintain data,
information, records and documents required to be maintained by applicable Law
relating to Applications for twenty five (25) months or such other time period
as is required by applicable Laws, or, upon written notice, such longer period
of time for which the requesting Party may be required to maintain such data and
information for legal or regulatory purposes.  If a Party shall request that the
other Party maintain such data and information for a longer period of time, the
requesting Party shall reimburse the other Party its reasonable costs and
expenses in complying with such request.  Each Party shall provide to the other
Party, upon a Party's request, to the extent permitted by applicable Law, copies
of specified information, data, documents and records relating to any
Application residing on any of its databases or otherwise in its
possession.
Books and Records.  Each Party has the right to audit upon
reasonable notice to the other (at the expense of the requesting Party) during
normal business hours the other's records, systems and procedures relating to
Applications, Loans, Qualifying Loans, Program Marketing and Service Fees,
adverse action notices, or other matters pertaining to the Program as mutually
agreed upon by the Parties.  Each Party shall reasonably cooperate with the
other during such audit.
Loan Forms.  Company shall use its best efforts to provide
prior written notice to Household of any changes to its form documents for
Applications and Company's internet site as it directly relates to the Program,
as applicable, and shall update the forms as necessary to comply with applicable
Law.
Assignment and Subrogation.  Company hereby subrogates
Household to any and all rights, remedies, warranties, recoveries, or causes of
action it may have against any vehicle dealer, vehicle seller, vehicle buyer,
applicant, or Obligor with respect to any Application or Qualifying Loan,
whether arising from any of the Application, Loan Documents, the Draft, any
contract between Company and such party, or otherwise.  Company hereby assigns
to Household any and all rights, remedies, warranties, recoveries, or causes of
action it may have against any vehicle dealer, vehicle seller, vehicle buyer,
applicant, or Obligor with respect to any Application or Qualifying Loan,
whether arising from any of the Application, Loan Documents, the Draft, any
contract between Company and such party, or otherwise.  It is the intention of
the Parties that Household shall be and is pursuant to this Section entitled to
all rights and remedies of Company with respect to the Applications and
Qualifying Loans.
Multiple Applications.  This section shall govern application
of this Agreement to multiple loan applications received from the same
applicant, i.e., where Household receives an Submitted Application submitted by
Company with respect to an applicant (the "Company Application") and
Household receives another application with respect to the same applicant
through a channel other than Company (the "Household Application").
(a)	If Household receives the Company Application before it receives the
Household Application, then this Agreement shall apply to the resulting loan,
provided, however, that this Agreement shall not apply to a loan resulting from
a Household Application if Household denied the Company Application (pursuant to
its standard underwriting criteria) prior to Household's receipt of the
Household Application, or if the applicant has not entered into a resulting loan
within forty-five (45) days of Household's approval of the Company
Application.
(b)	If Household receives the Company Application after it receives the
Household Application, then Household may proceed with the Household Application
and this Agreement shall not apply to the resulting loan, provided, however,
that this Agreement shall apply to a loan resulting from a Company Application
if Household denied the Household Application prior to Household's receipt of
the Company Application, or if the applicant has not entered into a resulting
loan within forty-five (45) days of Household's approval of the Household
Application.REPRESENTATIONS AND WARRANTIES OF COMPANY.  As of the date of
this Agreement, and as of each and every date Company forwards an Application to
Household or offers a Loan to Household for acquisition under this Agreement, as
the case may be, and as of each and every date Household acquires an Application
or a Qualifying Loan hereunder, and throughout the Term of-the Agreement,
Company hereby represents and warrants to Household, it being acknowledged and
understood that each such representation and warranty is true and relates to
material matters upon which Household relied, and Company covenants and agrees,
as follows:
4.1.	Organization.  Company is a corporation, duly
organized, validly existing, and qualified and authorized to transact business
in, and is in good standing under the laws of the jurisdiction of its
organization and each jurisdiction in which it performs or will perform its
obligations under this Agreement or is otherwise doing business or is otherwise
exempt under applicable Law from such qualification.
Capacity; Authority; Validity.  Company has the power,
authority and legal right to execute, deliver, and perform this Agreement and
the transactions contemplated hereunder.  The execution, delivery and
performance of this Agreement by Company have been duly authorized by all
necessary action, and this Agreement is enforceable against Company in
accordance with its terms, except only to the extent such enforceability may be
limited by bankruptcy, insolvency, reorganization, and other laws relating to or
affecting creditors' rights generally and by general equity principles.
Consents; Conflicts.  No consent or approval of any other
party or any governmental authority, bureau or agency is required in connection
with the execution, delivery, performance, validity or enforceability of this
Agreement, except such as have been obtained prior to the event or circumstances
for which it is required.  There is no pending claim, cause of action,
governmental action or litigation that, if determined adversely to Company,
would affect Company's ability to perform its obligations under this Agreement.
This Agreement will not result in Company's or any Affiliate of Company's breach
of any other agreement, instrument or relationship by which Company or any
Affiliate of Company is bound.
Licenses.  Company is, and throughout the term of this
Agreement will remain, duly authorized and properly licensed under all
applicable Laws to transact business as presently conducted, and to perform the
transactions contemplated under this Agreement, and Company has full power and
authority to perform its obligations contemplated by this Agreement.
Compliance with Law.  Company shall perform all of its duties
and obligations under this Agreement, and with respect to each Application and
each Loan, in compliance with all applicable Laws.  Without limiting the scope
of the foregoing provision, Company hereby represents that it has complied with
any and all requirements contained in the Fair Credit Reporting Act with respect
to disclosing information contained within a credit bureau report to
Household.
Applications.  Each Submitted Application shall be and is bona
fide, valid, and genuine, and shall be and is duly and properly executed by the
parties shown as applicants who were, to the best of Company's knowledge,
competent and had full legal capacity to enter into the Submitted Application at
the time they executed the same; and no Submitted Application has been obtained
by fraud or fraudulent representations and no oral or written agreement exists
or will exist whereby any of the terms of any Submitted Application has been
varied in any way that would make it inaccurate.
Qualifying Loans.  To the Company's knowledge, each proposed
Loan acquired through the Fulfillment Channel shall be and is bona fide, valid,
genuine and legally enforceable according to its terms and shall be and is duly
and properly executed by the parties shown as obligors who were competent and
had full legal capacity to enter into such Loan at the time they executed the
same.  To the Company's knowledge, there are no claims or defenses with respect
to any such Loan; and no such Loan, or the obligations of any Obligor, co-
purchaser, co-maker, guarantor or surety with respect to any such Loan, has been
obtained by fraud or fraudulent representations and no oral or written agreement
exists or will exist whereby any of the terms of any Qualifying Loan has been
varied in any way.
Obligors.  To the Company's knowledge, none of the Applicants
on the Loans are deceased, and none of such persons are the subject of any
proceedings between Company and such persons, including bankruptcy.
Accounting Records.  The information that appears on Company's
accounting and all other pertinent records pertaining to any Loan accurately
reflect the true status of each Loan.
Information is True.  Company has furnished to Household all
information received relative to each Submitted Application and Loan and, to the
best of Company's knowledge, such information is true, unaltered and accurate,
and, to the best of Company's knowledge, no statements or information made or
furnished to Household are untrue, inaccurate or incomplete.
Services Provided by Company.  All insurance or other products
or services provided or arranged by Company comply with all applicable Laws, all
disclosures required by applicable Law to be made concerning insurance and such
other products or services were complete and accurate and properly made, and all
documents required to be delivered at the time of signing the Loan have been
delivered.
Privacy.  Company shall not make any unauthorized disclosure
of or use any personal information of individual consumers which it receives
from Household or on Household's behalf other than to carry out the purposes for
which such, information is received and Company shall comply in all respects
with all applicable requirements of Title V of the Gramm-Leach-Bliley Act of
1999 and its implementing regulations.  Company shall adopt and maintain a
comprehensive privacy policy with respect to its handling of the personal
information of individual consumers submitted by such consumers to Company via
the Internet.  Company's privacy policy shall be available on its Internet
websites no later than July 1, 2001.  Company shall comply in all respects with
the provisions of such privacy policy.
Insurance.  Company agrees to provide a certificate of
insurance evidencing commercial general liability in an amount not less than
$1,000,000 per occurrence and $2,000,000 aggregate; workers' compensation
insurance including employers' liability in an amount not less than $500,000 per
accident/disease; errors and omissions insurance in an amount not less than
$3,000,000; commercial blanket bond/crime (including fidelity) in an amount not
less than $1;000,000 per occurrence; and umbrella liability in amount not less
than $5,000,000 aggregate.  Company agrees to ensure that general liability
insurance and errors and omissions insurance includes personal injury coverage
for mental anguish, mental or emotional distress, discrimination, slander, and
invasion of privacy.REPRESENTATIONS AND WARRANTIES OF HOUSEHOLD.  As of the date
of this Agreement, and throughout the Term, Household hereby represents and
warrants to Company that:
Organization.  HACC is a corporation, and Household Bank is a
federal savings bank, duly organized, validly existing, and qualified and
authorized to transact business in, and in good standing under the laws of, the
jurisdiction of their organization and each jurisdiction in which they performs
or will perform its obligations under this Agreement, or are otherwise doing
business or are otherwise exempt under applicable Law from such
qualification.
Capacity; Authority; Validity.  Household has the power,
authority and legal right to execute, deliver, and perform this Agreement and
perform its obligations under this Agreement.  The execution, delivery and
performance of this Agreement by Household have been duly authorized by all
necessary action, and this Agreement is enforceable against Household in
accordance with its terms, except only to the extent such enforceability may be
limited by bankruptcy, insolvency, reorganization, and other laws relating to or
affecting creditors' rights generally and by general equity principles.
Consents; Conflicts.  No consent or approval of any other
party or any _, governmental authority, bureau or agency is required in
connection with the execution, delivery, performance, validity or enforceability
of this Agreement, except such as have been obtained prior to the event or
circumstances for which it is required.  There is no pending claim, cause of
action, governmental action or litigation that, if determined adversely to
Household, would affect Household's ability to perform its obligations
hereunder.  This Agreement will not result in Household's default in any other
agreement, instrument, or relationship by which Household is bound.
Licenses.  Household is duly authorized and properly licensed
under all applicable Laws to transact business as presently conducted, except
such licenses and authorizations as will be obtained prior to the event or
circumstances for which required.  Household will maintain (and obtain prior to
entry into a state mutually agreed upon by the Parties) all necessary licenses
required by applicable Law to conduct business as contemplated by this
Agreement.
Compliance with Law.  Household shall perform all of its
duties and obligations under this Agreement in compliance with all applicable
Laws.  With respect to Qualifying Loans acquired by Household, Household shall
charge, collect, and impose loan terms and conditions in compliance with all
applicable laws, rules, and regulations, including without limitation, usury and
disclosure requirements.INDEMNIFICATION & REMEDIES.
Indemnification by HACC.  HACC agrees to defend; indemnify,
protect, save, keep, and hold Company and its Affiliates, and their respective
shareholders, directors, officers, employees, representatives, agents, -
servants, successors and assigns harmless from and against any and all, claims,
losses, liabilities, damages, injuries, costs, expenses, attorneys' fees, court
costs and other amounts (collectively, "Indemnified Items") arising out
of or resulting from (i) Household's breach of this Agreement,
(ii) the failure of any representation or warranty of Household contained
in this Agreement to be correct, or (iii) the actions of Household, its
Affiliates, or their respective shareholders, directors, officers, employees,
representatives, agents, servants, successors and assigns in connection with the
Applications and Qualifying Loans.  HACC shall assume the settlement and defense
of any suit or suits or other legal proceedings brought to enforce all such
Indemnified Items, and shall pay all judgments or settlement amounts resulting
from any such suit or suits or other legal proceedings, together with all other
costs and expenses, including, but not limited to, attorneys' fees and other
litigation costs.
Indemnification by Company.  Company agrees to defend,
indemnify, protect, save, keep and hold Household and their Affiliates, and
their respective shareholders, directors, officers, employees, representatives,
agents, servants, successors, and assigns harmless from and against any and all
Indemnified Items arising out of or resulting from (i) Company's breach of
this Agreement, (ii) the failure of any representation or warranty of
Company contained in this Agreement to be correct, (iii) the actions of
Company, its Affiliates, or their respective shareholders, directors, Officers,
employees, representatives, agents, servants, successors and assigns in
connection with the Applications and Loans, or (iv) Loans which are not
Qualifying Loans pursuant to Exhibit A attached hereto.
Company shall assume the settlement and defense of any suit or suits or other
legal proceedings brought to enforce all such Indemnified Items, and shall pay
all judgments or settlement amounts resulting from any such suit or suits or
other legal proceedings, together with all other costs and expenses, including,
but not limited to, attorneys fees and other litigation costs.  Household shall
not be required to seek any recourse against any security or Obligor before
being entitled to payment by Company.
Indemnification Procedures.  A Party which is entitled to
indemnification under this Section 6 is herein called the "Indemnified
Party" and the Party which is obligated under this Section 6 to indemnify
the other Party is herein called the "Indemnitor".  The Indemnified Party after
it obtains knowledge of any claim, action, suit or proceeding or any threat
thereof (collectively a "Claim") for which it believes it is entitled to
indemnification under this Agreement shall promptly notify the Indemnitor of
such Claim in writing, but in no event longer than ten.  (10) days after such
knowledge.  The Indemnitor, after it obtains knowledge of any Claim for which
the other Party is entitled to indemnification under this Section 6, shall
promptly notify the Indemnified Party of such Claim, but in no event longer than
ten (10) days after such knowledge.  Each Party shall cooperate with the other
in every reasonable manner (at the Indemnitor's sole expense) to facilitate the
defense of any claim, action, or suit covered by this Section 6.  The
failure to notify shall not relieve the Indemnitor from any liability which it
may have to the Indemnified Party or otherwise to the extent that the Indemnitor
is not materially adversely affected by such delay.  With respect to each such
notice, the Indemnitor shall, at the Indemnified Party's option, immediately
take all action necessary to minimize any risk or loss to the Indemnified Party
including retaining counsel satisfactory to the Indemnified Party and take such
other actions as are necessary to defend the Indemnified Party or to discharge
the indemnity obligations under this Section.  If the Indemnitor does not timely
and adequately conduct such defense, the Indemnified Party may, at its option,
at the expense of the Indemnitor, conduct such defense, contest, litigate or
settle the Claire using counsel of its own choice without prejudice to its right
of indemnification under this Section 6.  The Indemnitor shall pay on
demand any Indemnified Items incurred by the Indemnified Party.  Each Party
shall fully cooperate with each other in fulfilling the intent of this
Section 6.  The Indemnitor shall not settle any claim in which the
Indemnified Party is named without the prior written consent of the Indemnified
Party; which consent shall not be unreasonably withheld.  The Indemnified Party
shall have the right to be represented by counsel at its own expense in any such
contest, defense, litigation or settlement conducted by the Indemnitor.
Right of Offset.  Each Party may offset any amounts owed by
one Party to the other Party pursuant to this Agreement against any amounts owed
to one Party by the other Party pursuant to this Agreement.
Limitation of Liability.  NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT, INCLUDING THIS SECTION 6, IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY DAMAGES OR CLAIMS FOR LOST
PROFITS OR LOSS OF BUSINESS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR
PUNITIVE DAMAGES ARISING FROM ANY ACT OR OMISSION OF THE OTHER PARTY RELATING
TO, OR IN CONNECTION WITH, THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY
TERMINATION OF THIS AGREEMENT BY ANY PARTY.
Survival.  The provisions, agreements and obligations of this
Section 6 shall survive the expiration or termination of this
Agreement.PROPRIETARY INFORMATION.  The Parties may provide each other
with information, whether in writing or orally, concerning each Party or its
respective Affiliates that is proprietary to such Party, including, but not
limited to, past, current or possible future products, services, projects,
business operations, marketing ideas, objectives, methodology, strategy,
financial data and results, competitive advantages and disadvantages, processes,
technology, specifications, and trade secrets (herein collectively
"Proprietary Information"); provide however, that the term "Proprietary
Information" does not include information (a) which is (or which becomes)
generally available to the public for legitimate reasons other than as a result
of disclosure in breach of this Agreement, (b) which has been lawfully
disclosed by a third party who did not impose any restriction on disclosure,
(c) which has been independently developed by a Party or was rightfully
possessed or already known by a Party prior to the execution of this Agreement,
(d) which is developed independently by an employee, agent or contractor of
that party without using the Proprietary Information, or (e) which is
required to be disclosed by Law or court order, provided that the disclosing
Party will exercise reasonable efforts to notify the other Party prior to
disclosure.  Except as otherwise provided in this Agreement, each Party agrees
it will not without the other Party's prior written consent (i) disclose
the specific terms of this Agreement except that either Party may make such,
disclosures as appropriate to its Affiliates, auditors, consultants, or
regulatory agencies, or as compelled by Law and may disclose in general terms
the relationship resulting from this Agreement, or (ii) disclose to any
third party any Proprietary Information of the other Party for so long as the
pertinent information or data remains Proprietary Information, except as
required to perform its obligations under this Agreement or except with the
express written consent of the other Party or pursuant to a subpoena, including
without limitation, an administrative subpoena, a court order or other order or
demand of a governmental or regulatory agency or body.  Each Party will take
reasonable precautions to assure that Proprietary Information received from the
other Party will be held in confidence and disclosed only to those employees,
agents or contractors of the receiving Party who have a reason to know of this
Agreement or the Proprietary Information or whose duties reasonably relate to
legitimate business purposes or to develop, implement and perform the
transactions contemplated by this Agreement.  Each Party also agrees, upon the
request of the other Party, to return or destroy any such Proprietary
Information of the other Party and any copies or reproductions thereof upon
expiration or termination of this Agreement.  Notwithstanding the foregoing, in
the event Household sells or assigns the Qualifying Loans or any rights thereto
or interest therein, such Party may disclose such information as may be
reasonably necessary or required to effectuate such sale or assignment provided
that such assignee agrees in writing to be bound by the confidentiality
provisions hereof prior to such disclosure.
TERM AND TERMINATION.
Term.  The "Initial Term" of this Agreement shall be
for one (1) year commencing on the Effective Date of this Agreement, subject to
earlier termination as set forth below.  Thereafter, this Agreement shall be
automatically renewed for successive one (1) year periods (herein "Renewal
Terms") unless and until terminated as provided below.
Termination.  Notwithstanding the foregoing, this Agreement
may be terminated as follows:upon expiration of the Initial Term or any Renewal Term by Household or
Company upon not less than thirty (30) days prior written notice to the
other;
by Household, immediately upon written notice to Company:  (a) if
Company breaches any obligation, warranty, representation, covenant, or
agreement under this Agreement and fails to cure such breach within thirty (30)
calendar days of receiving written notice of the breach from Household;
(b) if Household has reasonable cause to believe that Company will not be
able to perform its obligations under this Agreement; (c) if there occurs a
change of (25%) or more of the ownership of Company; (d) if a material
adverse change occurs in the financial condition of Company; or (e) if
Company is subject to a dissolution, receivership, liquidation, insolvency,
merger, consolidation, reorganization, sale of substantially all of its assets,
cessation of business, voluntary or involuntary bankruptcy, or the placement by
a state or federal governmental agency on probation or restriction of its
activities in any manner which is the subject of, or affects the performance of
Company under, this Agreement;
by Company, immediately upon written notice to Household:  (a) if
Household breaches any obligation, warranty, representation, covenant, or
agreement under this Agreement and fails to cure such breach within thirty (30)
calendar days of receiving written notice of the breach from Company;
(b) if Company has reasonable cause to believe that Household will not be
able to perform its obligations under this Agreement; (c) if there occurs a
change of (25%) or more of the ownership of Household; (d) if a material
adverse change occurs in the financial condition of Household; or (e) if
Household is subject to a dissolution, receivership, liquidation, insolvency,
merger, consolidation, reorganization, sale of substantially all of its assets,
cessation of business, voluntary or involuntary bankruptcy, or the placement by
a state or federal governmental agency on probation or restriction of its
activities in any manner which is the subject of, or affects the performance of
the Household under, this Agreement; or
by either Party, sixty (60) days after providing written notice to the other
at any time after the first ninety (90) days of this Agreement.Survival.  It is understood and agreed that the covenants,
agreements, terms, indemnifications, remedies, representations and warranties
set forth in Sections 3.5, 4, 5, 6, and 7 of this Agreement and such other
provisions which by their meaning are intended to survive this Agreement shall
survive the acquisition of any Qualifying Loan and the expiration or termination
of this Agreement for any reason.  The expiration or termination of this
Agreement shall not affect the rights and obligations of the Parties with
respect to transactions and occurrences which take place prior to the effective
date of termination, except as otherwise provided in this Agreement, and shall
not be affected or limited by any waiver, compromise, settlement, extension or
variation of the terms of the Loan or release of any Obligor, or guarantor by
Household.
Termination of Prior Agreement.  The Auto Loans Internet
Program Agreement between HACC, NationsBank, N.A., and Electronic Vehicle
Remarketing, Inc., dated as of June 18, 1999, is hereby terminated, effective as
of the Effective Date of this Agreement, provided, however, that any and all
provisions that are stated in such agreement to survive the expiration or
termination thereof shall continue in full force and effect.MISCELLANEOUS.
Independent Contractor Relationship.  The relationship between
Company and Household is that of independent contractors and shall not be
construed as a joint venture, partnership or principal-agent relationship, and
under no circumstances shall any of the employees of one Party be deemed to be
employees of the other Party for any purpose.  This Agreement shall not be
construed as authority for either Party to act for the other in any agency or
any other capacity or to make commitments of any kind for the account of or on
behalf of the other, except as expressly set forth in this Agreement.
Notices.  All notices and other communications shall be in
writing and shall be deemed given (i) three Business Days after being
deposited in the U.S.  mail, first class, postage prepaid, (ii) upon
transmission, if sent by facsimile transmission, or (iii) upon delivery, if
served personally or sent by any generally recognized overnight delivery
service, and sent to the addresses set forth on Exhibit E
attached hereto and made a part hereof, or to any other address as may hereafter
be designated in writing by notice pursuant to this Section:
Entire Agreement.  This Agreement, including any addenda,
schedules, exhibits, or other documents attached hereto or referenced herein or
therein, each of which is hereby incorporated into this Agreement and made an
integral part hereof, constitutes the entire agreement between the Parties
relating to the subject matter hereof and there are no representations,
warranties or commitments except as set forth herein.  This Agreement supersedes
all prior understandings, negotiations and discussions, written or oral, of the
Parties relating to the transactions contemplated by this Agreement.
Governing Law.  This Agreement shall be governed by and
interpreted in all respects by the laws of the State of Illinois without regard
to any conflicts of law principles or choice of laws which would require the
application of laws of another jurisdiction.
Provisions Severable.  If any provision of this Agreement
shall be or become wholly or partially invalid, illegal or unenforceable, such
provision shall be enforced to the extent that its legal and valid and the
validity, legality and enforceability of the remaining provisions shall in no
way be affected or impaired thereby.
Validity; Amendment.  This Agreement shall not be valid until
signed and accepted by an authorized officer of each Party.  The Parties agree
that this Agreement, together with any addenda, schedules, exhibits or other
documents attached hereto, may be amended from time to time in writing by mutual
agreement of the Parties.  No Party shall be bound by any change, alteration,
amendment, modification or attempted waiver of any of the provisions hereof
unless in writing and signed by an authorized officer of the Party against whom
it is sought to be enforced.  This Agreement shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors, legal
representatives and permitted assigns.
Assignment.  Company may not assign this Agreement without the
prior written consent of Household.  Household may not assign this Agreement
without the prior written consent of Company.
Waivers; Remedies are Cumulative.  No failure or delay by a
Party to insist upon the strict performance of any term or condition under this
Agreement or to exercise any right or remedy available under this Agreement at
law or in equity, and no course of dealing between the Parties, shall imply or
otherwise constitute a waiver of such right or remedy, and no single or partial
exercise of any right or remedy by any Party will preclude any other or further
exercise thereof.  All rights with respect to a Loan, unless otherwise provided
in this Agreement, shall continue until all Loans have been fully paid.  All
rights and remedies provided in this Agreement are cumulative and not
alternative; and are in addition to all other available remedies at law or in
equity.
Announcements and Advertising.  No Party nor any of their
respective Affiliates will issue any external announcements, press releases or
advertising, whether verbal or written, in any way pertaining to the subject
matter of this Agreement without first obtaining the prior written consent of
the other Parties.  Without the other Party's prior written consent, no Party
shall use or refer to any name, mark, symbol or other trade identity of either
of the other Parties or any of their respective Affiliates in any advertisement,
press release or other communication.
Captions; Sections; Counterparts.  The captions or headings in
this Agreement are for convenience only and shall not be considered a part of or
affect the construction or interpretation of any provision of this Agreement.
Any reference to a Section in this Agreement shall refer to all paragraphs and
subparagraphs within that Section.  This Agreement may be executed in two or
more counterparts, each of which together shall be deemed an original, but all
of which shall constitute one and the same instrument.
No Third Party Beneficiaries.  Except as otherwise provided in
this Agreement, nothing in this Agreement, express or implied, is intended or
shall be construed to create any rights in, or confer any benefits upon, any
person or entity other than the Parties to this Agreement.
Expenses.  Unless specifically provided for elsewhere in this
Agreement, each Party will bear all costs and expenses incurred by it in
connection with the transactions herein, including legal fees, accounting fees
and taxes which are imposed upon that Party based upon its activities
hereunder.
Independent Counsel and Interpretation.  Each Party
acknowledges that its legal counsel participated in the preparation and drafting
of this Agreement, and that each has been or has had the opportunity to be
represented by independent counsel of its own choice throughout all negotiations
which preceded the execution of this Agreement, and that they have executed this
Agreement with the consent and upon the advice of said independent counsel.
Accordingly, it is agreed that any legal rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply to the
interpretation of this Agreement or any addenda, amendments or exhibits thereto
to favor any Party against the other.
WAIVER OF JURY TRIAL.  EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.IN WITNESS WHEREOF, Household Automotive Credit Corporation, Household Bank,
f.s.b., and Company have executed this Agreement, effective as of the date first
written above.

|Household Automotive Credit CorporationBy:/s/ illegible
Title:Vice President
Date:9/19/01 | Household Bank, f.s.b.By:/s/ illegible
Title:Vice President
Date:9/18/01
|----------------------------------------------------------------------------------------- | ------------------------------------------------------------------------
|E-Loan, Inc.By:/s/ Stephen M. Herz
Title:SV Consumer Loans
Date:8/18/2001                 | /s/ Matt Roberts
CFO
8/18/2001                                          

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CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY

[ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.


EXHIBIT A

Loan Program Description

1.	Applications.  Company shall obtain the consent of all applicants
with respect to Applications for their credit application to be reviewed for a
potential extension of credit by Household.  Company shall follow its standard
application process procedures for each Application received.

2.	Review of Applications by Company.  (a) Company shall review
all

Applications and determine whether they should be submitted to Household
under the Basic Lending Guidelines set forth below.  Company shall forward to
Household, at the Direct Alliance Loan Application Center address, all of the
Submitted Applications.  Such Submitted Applications shall be received by
Household within forty-eight (48) hours of the initial receipt by Company of the
Application (excluding days that are not Business Days).  Company shall not
forward any Submitted Applications to third parties other than Household, unless
Household has notified Company of its non-approval of any Submitted Application
pursuant to the terms of this Agreement.

(b)	Company shall forward Submitted Applications to Household under either
the "Referral Channel" or the "Fulfillment Channel."  The Referral Channel shall
be used for applicants who are applying for a Loan to be used for the purchase
of a new or used Vehicle.  The Fulfillment Channel shall be used for applicants
who are applying for a Loan to be used for refinancing of a new or used Vehicle.
Company shall specify for all Submitted Applications whether the Application is
a Referral Channel (i.e. Vehicle purchase) or Fulfillment Channel (i.e. Vehicle
refinance).

(c)	With respect to any Applications that are not reviewed by Household or
any other creditor for a potential extension of credit, and with respect to any
Applications that do not result in an extension of credit by Household, Company,
or any other creditor, Company shall deliver to the applicants with respect to
such Applications an adverse action notice if required by applicable Laws.

(d)	Company shall forward Submitted Applications to Household via
electronic communications.  Both Parties shall work together with respect to
coordinating the systems requirements for establishing and maintaining
electronic connectivity, and each Party shall bear its own expenses with respect
thereto.

3.	Basic Lending Guidelines.

[*]

4.	Review of Submitted Applications by Household.  Household shall review
Submitted Applications received by Household and shall make a final credit
decision with respect to such Submitted Applications pursuant to its
Underwriting Criteria.  Any waiver or adjustment by Household of Household's
Underwriting Criteria in approving one or more Applications will not apply to
any future transactions.  Household may refuse to approve any Application if any
of Household's Underwriting Criteria are not satisfied.  Household will
communicate any adverse action with respect to any such Application it reviews
directly to the consumer who submitted such Application.

5.	Application Result.  Household will communicate to Company whether or
not the Submitted Application was approved (the "Result") and the basic
loan terms for the contemplated Loan, including the maximum amount, rate, term,
and payment by electronic communication within two (2) hours except in the case
of a computer system malfunction.  With respect to Submitted Applications in the
Fulfillment Channel, if a Submitted Application is approved, Company shall
communicate the Result of each such credit decision to the respective
applicant.

6.	Loan Documentation and Acquisition Process.  With respect to Approved
Applications:

(a)	With respect to Approved Applications in the Fulfillment Channel,
Company shall:  (i) communicate with the respective applicant to sell the
terms of approval, (ii) confirm the applicant's intention to enter into a
Loan, and (iii) provide Household with the payoff information and payoff
good through date.

(b)	Household shall prepare and obtain loan documents to evidence the
Obligor's agreement to repay and to secure the Loan, with the Vehicle as
collateral therefor, including all final loan documents, the Draft, disclosures,
and related documents.  The Draft will contain incorporation language, providing
that the customer's signature on the Draft constitutes agreement to the terms of
the loan documents and related documents applicable to such Loan.  Household
shall obtain signatures on loan documents and issue drafts or checks as proceeds
thereof.

(c)	All loan documents and all loan terms relating to fees, interest
rates, charges, covenants, and agreements with respect to Loans shall be in
Household's sole discretion.  Origination fees, broker fees, and processing fees
shall not be charged to Obligors by Company unless permitted by applicable law,
and unless Household shall have approved such fees in writing.

(d)	The Required Documents for each Loan that Household shall require from
the Obligor shall consist of the following, as applicable depending on whether
the loan is for a vehicle purchase or a refinancing:

1.	Original executed Application.

2.	Original fully executed Loan and original fully executed Draft, and an
executed loan Assignment from Company to Household on a form approved by
Household.

3.	Proof of Lien (copy of registration and/or title application) showing
Household Automotive Credit Corporation or other Affiliate designated by
Household as first lienholder.

4.	Evidence of Motor Vehicle Insurance/Agreement to Provide Insurance With
Household Automotive Credit Corporation or other Affiliate designated by
Household listed as first lienholder and loss payee

5.	Copy of Invoice (if new Vehicle) or Copy of Buyer's Order (if used
Vehicle) signed by Obligor.

6.	Copies of any credit life, accident or health insurance policies
related to the Loan, if applicable.  Companies must have an A.M.  Best rating of
B+ or greater.

7.	Lienholder's copy of any extended service (warranty) contract.
Companies must have an A.M.  Best rating of B+ or greater.

8.	Copy of valid customer Driver's License (for identification purposes
only, as requested and permitted by applicable Law).

9.	Copy of Odometer Statement.

10.	Signed Notice to Co-Signer or Explanation of Guarantor's Obligation
(if applicable).

11.	Four References for each Borrower and Proof of Residence (e.g. current
phone bill).

12.	Proof of income.

13.	Booksheet for used Vehicle.

14.	Military stipulations.

15.	Due Bills.

16.	Proof of residence.

17.	Proof DMV fees paid on "Used Car Dealership"

18.	Other Stipulations per Household's approval

(e)	Qualifying Loans are Loans that comply with the following
requirements:  (i) Household has approved the Application of the proposed
Obligor; (ii) Household has received all Required Documents;
(iii) Household, at its option, has verified any of the information stated
within the Required Documents, and all such information shall be true and
correct in all material respects; (iv) Household has received evidence
satisfactory to Household of the amount of the principal loan balance
represented by the Required Documents (the "Principal Amount");
(v) all other requirements of Household have been satisfied; and
(vi) all Loan provisions meet Household's requirements.  Any waiver by
Household of Household's standard requirements in acquiring one or more Loans
will not apply to any future transactions.  With respect to each Loan that is
not a Qualifying Loan, Household shall have no obligation to fund such Loan.
Household may refuse to acquire or fund any Approved Application if any of
Household's requirements for acquisition are not satisfied in a timely
manner.

(f)	After Household determines that any Loan is a Qualifying Loan and may
be acquired by Household, Household shall fund such Qualifying Loan, by paying
the amount of the Draft or by otherwise advancing the Principal Amount to or on
behalf of the Obligor.

(g)	Company agrees that it will not offer for acquisition and/or funding
to any party other than Household, any Approved Applications, and Company
further agrees that it will offer all such Approved Applications to Household
for acquisition and/or funding pursuant to this Agreement.

7.	Endorsement of Checks.  Company agrees to promptly endorse in favor of
Household and to forward to Household any payment checks relating to Qualifying
Loans received by Company, or endorsed in error by Company, and Company agrees
to permit Household to so endorse any such payment checks made to the order of
Company.  Company agrees to forward to Household promptly, all inquiries,
communications, lawsuits, investigations and official inquiries received by
Company with respect to any Qualifying Loan.  Household agrees to promptly
endorse in favor of Company and to forward to Company any payment checks
relating to Loans that are not Qualifying Loans received by Household, or
endorsed in error by Household, and Household agrees to permit Company to so
endorse any such payment checks made to the order of Household.  Unless
prohibited by Law, Household agrees to forward-to Company promptly, all
inquiries, communications, lawsuits, investigations and official inquiries
received by Household with respect to Company's actions relating to any
Submitted Application.

8.	Title and Insurance.  For each Loan to be acquired or consummated by
Household, Household or its designated Affiliate shall be identified as the
first and only lienholder on the Vehicle certificate of title application or
registration.  If Company or any other party is mistakenly named as lienholder
on the related certificate of title to a Vehicle with respect to any Qualifying
Loan, Household shall have an equitable lien which shall be superior to any
interest of Company or any other party in such Vehicle, and Household may cause
such lien to be placed in the name of Household or its Affiliate.  Company
hereby grants Household a limited power of attorney to do any and all things
necessary or appropriate in Company's name to replace Company as lienholder on
the related motor vehicle title to any Qualifying Loan or to dispose of any
repossessed Vehicles resulting from such Qualifying Loan, including, the limited
power to endorse Company's name.  If Household or any other party is mistakenly
named as lienholder on the related certificate of title to a Vehicle with
respect to any Loans that are not Qualifying Loans, Company shall have an
equitable lien which shall be superior to any interest of Household or any other
party in such Vehicle, and Company may cause such lien to be placed in the name
of Company or its Affiliate.  Household hereby grants Company a limited power of
attorney to do any and all things necessary or appropriate to replace Household
as lienholder on the related motor vehicle title to any Loan that is not a
Qualifying Loan or to dispose of any repossessed Vehicles resulting from such
Loan, including, the limited power to endorse Household's name.

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EXHIBIT B

Compensation

|Channel *           | Book-to-Look
Percentage ** | Program Marketing and Service Fee
***
|------------------- | -------------------------- | -------------------------------------
|Fulfillment Channel | [*]                        | [*]                                  
|Referral Channel    | [*]                        | [*]                                  
|                    |                            |                                      
|                    |                            |                                      

* Applications shall be submitted to Household under
either the Fulfillment Channel or Referral Channel, as defined in
Exhibit A hereto.

** The Book-to-Look Percentage is the number of Qualifying Loans funded by
Household during the preceding month divided by the number of Submitted
Applications received by Household during the same preceding month.

*** The Program Marketing and Service Fee will be the amount set forth in the
third column for each Qualifying Loan funded by Household during the preceding
month.

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EXHIBIT C

States for HACC

Arizona
Colorado
Delaware
District of Columbia
Florida
Georgia
Idaho
Illinois
Indiana
Iowa
Kansas
Maine
Maryland
Massachusetts
Michigan
Minnesota
Missouri
Montana
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming



Other states to be added by mutual written agreement of the Parties

* Purchase money lending only (no refinance loans)

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CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY

[ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.

EXHIBIT D

States for Household Bank

Arizona
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Maine
Maryland
Massachusetts
Michigan
Minnesota
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming

Other states to be added by mutual written agreement of the Parties

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CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY

[ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.

CORRESPONDENT AGREEMENT FORM 2000

This Correspondent Loan Purchase
Agreement ("Agreement"), dated the ___ day of __________, 200_, by and between
CitiMortgage, Inc. ("CMI"), for itself and on behalf of Citibank, FSB, Citibank,
N.A..  Citibank NYS and Citibank (Nevada), N.A., and __________
("Correspondent").

In consideration of the terms contained in this Agreement, CMI and
Correspondent agree as follows:

1.	PURCHASE AND SALE OF MORTGAGE LOANS

From time to time, Correspondent may sell to CMI and CMI may purchase from
Correspondent one or more residential mortgage, home equity or other loans
("Loan(s)") in accordance with the terms, conditions, requirements, procedures,
representations and warranties set forth in the "CitiMortgage, Inc.
Correspondent Manual" and all amendments, bulletins, program requirements and
supplements to such Manual (collectively hereinafter referred to as the "CMI
Manual"), and this Agreement.  CMI and Correspondent agree that the CMI Manual
is incorporated by reference herein and is part of this Agreement.

For each Loan offered for sale by Correspondent to CMI, Correspondent will
deliver Loan documentation to CMI in accordance with the applicable terms,
conditions, requirements, procedures.  representations and warranties set forth
in the CMI Manual.  CMI may purchase Loans with or without conducting a complete
review of the Loan documentation.  CMI's review of, or failure to review, all or
any portion of the Loan documentation shall not affect CMI's rights to demand
repurchase of a Loan or any other CMI right or remedy provided by this
Agreement.

For each Loan GMI agrees to purchase, GMI shall pay the amount agreed upon by
CMI and Correspondent ("Purchase Price") in accordance with the applicable
provisions of the CMI Manual.  CMI may offset against the Purchase Price any
outstanding fees or other amounts owing from Correspondent to CMI in connection
with the particular purchase or other transactions.

As of the date CMI purchases each Loan, Correspondent will (i) transfer
to CMI all of its right, title and interest in and to each Loan, including
without limitation all documents held or subsequently acquired by Correspondent
relating to each Loan and (ii) execute all documents necessary to transfer
such right, title and interest to CIVIL

2.	REPRESENTATIONS AND WARRANTIES

Correspondent represents, warrants and covenants throughout the term of this
Agreement as follows:

(a)	That it is duly organized, validly existing, in good standing,
qualified and authorized to do business in each jurisdiction where it originate
Loans or where a property securing any of its Loans is located:  that all
corporate or other actions and approvals necessary for the execution and
performance of this Agreement have been taken and/or received:  and that no
consent from any third party is required for the execution and performance of
this Agreement.

(b)	That it (i) holds and shall maintain in good standing throughout
the term of this Agreement all applicable license(s) and/or registration(s) in
each jurisdiction that is/are necessary for Correspondent's Loan origination,
purchase and sale activities under this Agreement and (ii) is in full
compliance with all laws in each jurisdiction which govern Correspondent's
activities under this Agreement.  Correspondent agrees to promptly provide CMI
with copies of all such license(s) and/or registration(s) upon request by
CMI.

(c)	That it will allow CMI to periodically investigate the financial
(including but net limited to obtaining corporate and/or individual credit
reports) and other status of Correspondent and, if necessary, the financial and
other status of Correspondent's directors.  officers and/or employees.  If
necessary.  Correspondent shall cooperate with CMI to obtain the written consent
of one or more of Correspondent's directors.  officers and/or employees to such
periodic investigation.  Correspondent agrees that the failure to obtain such
consent may result in the termination of this Agreement in accordance with the
provisions of Sec. 7.

(d)	That it is thoroughly familiar with and will comply with all
applicable federal (including but not limited to the Real Estate Settlement
Procedures Act, Truth-in-Lending Act, Equal Credit Opportunity Act and federal
fair lending.  laws).  state and, if necessary, local laws and regulations
directly or indirectly relating to its activities under this Agreement
(including but not limited to involvement in such activities of individuals
convicted of crimes involving dishonesty or breach of trust).

(e)	That Correspondent is an approved seller/servicer of conventional
residential adjustable and fixed-rate mortgage Loans for Fannie Mae, Freddie
Mac, and/or is a FHA-, VA- and/or HUD-approved mortgagee ; that Correspondent is
duly qualified.  licensed, registered and otherwise authorized under all
applicable laws and regulations and is in good standing to (i) originate,
sell, endorse and assign Loans and, if applicable, the related Loan collateral
to CMI, (ii) service Loans in the jurisdiction(s) where, if applicable, the
properties securing such Loans are located for Fannie Mae, Freddie Mac, FHA or
VA, and (iii) no event has occurred that would make Correspondent unable to
comply with Fannie Mae, Freddie Mac, FHA, VA or HUD eligibility requirements or
that would require notification to Fannie Mae, Freddie Mac, FHA or VA or
HUD.

(f)	That it does not believe, nor does it have any reason or cause to
believe, it cannot perform every covenant contained in this Agreement or
continue to carry on its business substantially as now conducted:  that it is
solvent and the sale of Loans will not cause it to become insolvent:  that no
action, suit, proceeding or investigation pending or threatened against
Correspondent, either alone or in the aggregate, may result in its inability to
carry on its business substantially as now conducted:  and that the sale of
Loans under this Agreement is not undertaken with the intent to hinder, delay or
defraud any of its creditors.

(g)	That it has obtained and reviewed or will, upon execution of this
Agreement, promptly obtain and review the CMI Manual and will fully comply with
its terms, conditions, requirements and procedures.

(h)	That it does not currently and will not in the future employ any
entity or individual on the Freddie Mac exclusionary list.

(i)	That neither this Agreement nor any statement.  report or other
information provided or to be provided pursuant to this Agreement (including but
not limited to the statements and information contained in the documentation for
each Loan purchased by CMI) contains or will contain any misrepresentation or
untrue statement of fact or omits or will omit to state a fact necessary to make
the information not misleading.  The provisions of this sub-section shall not
apply to information obtained from (i) appraisers.  escrow agents, title
companies.  closers, credit reporting agencies or any other entity approved by
CMI ("Approved Entity") unless Correspondent knows or has reason to believe that
any information provided by such Approved Entity is not true, correct or valid
in any material respect and (ii) the Loan applicant(s) unless Correspondent
knows, has reason to believe or, after performing its normal due diligence and
quality control review, should have known that any information provided by the
Loan applicant(s) is not true, correct or valid in any material respect.

(j)	That the documentation for each Loan sold to CMI (i) shall be
duly executed by the borrower(s), (ii) shall create a valid and legally
binding obligation of the borrowers(s) and (iii), if applicable, shall create a
fully enforceable first or subordinate lien on the property securing repayment
of the Loan.

(k)	That each mortgage, home equity or other Loan (i) shall be fully
enforceable and originated in accordance with the terms, conditions,
representations, warranties and covenants contained in the CMI Manual and this
Agreement which were in effect as of the Loan closing date, (ii), if applicable,
was serviced in accordance with applicable Fannie Mae, Freddie Mac, FHA, VA
and/or HUD requirements and industry standards.  and (iii) is subject to no
defects or defenses, including but not limited to damage to the property
securing the Loan, lien imperfections or environmental risk.

(I)	That any third-party originators referring, or in any way involved
with, any Loan shall be, at a minimum.  approved by Correspondent according to
Fannie Mae, Freddie Mac, FHA, VA and'/or HUD guidelines for approving third-
party originators as described in the CMI Manual.

(m)	That it will immediately notify CMI if it (i) fails to maintain
any license or registration in violation of Sec. 2(b) above and/or
(ii) becomes subject to any enforcement and/or investigative proceeding by
any licensing or regulatory authority or agency and/or (iii) is named as a
party or becomes involved in any material litigation.

(n)	That it will immediately notify CMI if (i) Correspondent and/or
any of its principal director(s) or owner(s) becomes the debtor in any voluntary
or involuntary bankruptcy proceeding, (ii) Correspondent and/or any of its
principal director(s) or owner(s) requests the appointment of a receiver and/or
(iii) Correspondent and/or any of its principal director(s) or owner(s) has
incurred or is likely to incur a material, adverse change in its/their financial
condition.

(o)	That it will immediately notify CMI of any material change in
ownership and/or management.

(p)	That it will promptly respond to or otherwise comply with CMI's
reasonable request(s) for periodic financial statements of Correspondent and/or
any of its principal director(s) or owners and any other documentation required
by CMI in connection with the recertification of Correspondent.

(q)	That it will fully comply with all additional representations,
warranties and covenants contained in the CMI Manual.

(r)	That all representations, warranties and covenants contained in this
Agreement and the CMI Manual shall survive the expiration and termination of
this Agreement.

3.	COSTS

Correspondent shall pay all costs and expenses incurred in connection with
the transfer and delivery of Loans to CMI purchased pursuant to this Agreement,
including but not limited to mortgage Loan assignment preparation and recording
fees, fees for title policy endorsements and continuations, and Correspondent's
attorneys' fees.

4.	CORRESPONDENT ADVERTISING; NON-SOLICITATION AND CUSTOMER PRIVACY

Correspondent may advertise to the public the availability of various Loan
programs, but Correspondent may not, in any way, directly or indirectly identify
CMI in all such advertising unless (i) required by applicable law or
(ii) CMI has, in advance, approved use of CMI's name in such
advertising.

Correspondent agrees that the borrower(s) on all Loans shall, at the time of
purchase by CMI, become the exclusive customers of CMI for all Loan-related
purposes.  During the first twelve (12) months after the date any Loan is
purchased by CMI, Correspondent represents and warrants that Correspondent,
Correspondent's directors, officers, employees, agents or affiliates will not,
without the prior consent of CIVIL (i) use targeted advertising, solicit or
otherwise directly encourage or incent the Loan borrower(s) to refinance or
prepay the Loan that was purchased by CMI, (ii) prepare, sell or distribute
any customer list incorporating the names, addresses or any non-public personal
information of such borrower(s) or (iii) use any such customer list to
solicit, promote, or allow any other entity to solicit or promote, the sale of
financial services or products to any such borrower(s).  CMI and Correspondent
agree that nothing contained herein shall prohibit advertising or solicitation
by Correspondent that is directed to the general public in the area where the
Loan borrower(s) reside(s).

Correspondent acknowledges that it has received a copy of the Citigroup
Privacy Promise and/or Citigroup Privacy Policy and, to the extent necessary,
shall comply with all applicable provisions of such Promise and/or Policy.
Correspondent also agrees that it shall comply with all applicable federal or
state laws related to the use and/or retention of the non-public personal and/or
financial information associated with all Loans and the related Loan
borrower(s).

5.	TERM

This Agreement is for an initial one-year term and shall automatically renew
for successive one-year terms, unless terminated pursuant to Section 7 of
this Agreement.

6.	RELATIONSHIP BETWEEN CMI AND CORRESPONDENT

This Agreement will not create any agency between Correspondent and CIVIL
Correspondent shall conduct its business under this Agreement as an independent
contractor and shall have the rights and responsibilities of an independent
contractor.

CMI shall not be responsible for any actions or omissions by Correspondent.
Correspondent agrees it will not represent, orally, in writing, by implication
or otherwise, that it can act in any capacity on behalf of CMI.

CMI is prescribing no marketing plan for Correspondent and exercises no
control over the methods, operations and practices of Correspondent except as
provided in this Agreement and the CMI Manual.

Correspondent acknowledges it is not selling or distributing CMI's services,
and CMI has made no promise, representation or warranty regarding the
profitability of any arrangement with Correspondent.

Correspondent and CMI acknowledge that each will be providing the other party
with valuable proprietary information ("Confidential Information"), including
but not limited to information regarding CMI's or Correspondent's products,
programs, underwriting policies, procedures and customers.  Except as necessary
to perform its obligations under this Agreement or as required by law, each
party will not disclose any Confidential Information to any person outside that
party's organization and will limit access to this information within its
organization on a strict "need to know" basis.  Each party agrees to notify all
of its directors, officers, employees and other agents of its obligations
regarding Confidential Information and will cause such directors, officers,
employees and other agents to comply with such obligations.

7.	TERMINATION

CMI may immediately terminate this Agreement without notice and CMI then will
have no further obligations under this Agreement upon:  (1) the failure of
Correspondent to perform or abide by any term, condition, covenant or obligation
contained in this Agreement or the CMI Manual; (2) the finding by CMI that any
representation or warranty made by Correspondent is false or incorrect in any
material respect; (3) commencement by or against Correspondent of any
bankruptcy, insolvency or similar proceedings; (4) CMI's determination that
Correspondent's actions contravene the terms and conditions of this Agreement or
could adversely impact CMI's activities or reputation; or (5) the failure of
loans sold by Correspondent to CMI pursuant to this Agreement to satisfy CMI's
expectations regarding loan quality and/or performance.

Either party may terminate this Agreement for any other reason upon thirty
(30) calendar days prior notice to the other.  In the event of termination,
Correspondent shall fully cooperate with and assist CMI in obtaining the
documentation necessary to complete the processing and full resolution of all
matters (including but not limited to the delivery of all application and/or
closed loan documents and, if applicable, all Loan insuring documentation)
relating to all Loans purchased by CMI.

8.	ASSIGNMENT

Correspondent may not assign this Agreement or any of its responsibilities
under this Agreement.  CMI reserves the right.  upon notice to Correspondent, to
assign or delegate in whole or in part its obligations and responsibilities
under this Agreement to any affiliated entity engaged in the business of
residential financing.

9.	NON-EXCLUSIVE AGREEMENT

Correspondent's rights under this Agreement are on a non-exclusive basis.
CMI shall be free to market its products and services to, and to contract with,
other parties and customers as it deems appropriate.

10.	INDEMNIFICATION

Correspondent agrees to indemnify and hold CMI harmless from any and all
claims, actions and costs, including reasonable attorneys' fees and costs,
arising from (i) Correspondent's performance or failure to perform under
the terms, conditions or obligations of this Agreement or the CMI Manual
(including but not limited to Correspondent's failure to timely deliver all
documents and records associated with or related to all Loans purchased by CMI
pursuant to this Agreement), (ii) any fraud, misrepresentation or breach of
any representation, warranty or covenant contained this Agreement or the CMI
Manual and/or (iii) Correspondent's advertisements, promotions or other
activities.  This indemnification shall extend to any action or inaction by the
directors, officers, employees, agents, independent contractors or other
representatives of Correspondent and shall survive the expiration and
termination of this Agreement.

11.	CURE OR REPURCHASE

If CMI, in its sole and exclusive discretion, determines any Loan purchased
pursuant to this Agreement:

(i) was underwritten and/or originated in violation of any term, condition,
requirement or procedure contained in this Agreement or the CMI Manual in effect
as of the date CMI purchased such Loan;

(ii) was underwritten and/or originated based on any materially inaccurate
information or material misrepresentation made by the Loan borrower(s),
Correspondent, Correspondent's directors, officers, employees, agents,
independent contractors and/or affiliates, or any other party providing
information relating to said Loan;

(iii) was or is capable of being rescinded by the applicable borrower(s)
pursuant to the provisions of any applicable federal (including but not limited
to the Truth-in-Lending Act) or state law or regulation;

(iv) must be repurchased from any secondary market investor (including but
not limited to the Fannie Mae, Freddie Mac.  FHA, VA, HUD or Government National
Mortgage Association) due to a breach by Correspondent of any representation,
warranty or covenant contained in this Agreement or the CMI Manual or a failure
by Correspondent to comply in all material respects with the applicable CMI
Manual terms, conditions, requirements and procedures; and/or

(v) was subject to an Early Payment Default (as defined in the CMI Manual),
an Early Payoff (as defined in the CMI Manual) or any other payment related
defect (as defined in the CMI Manual)

Correspondent will, upon notification by CMI, correct or cure such defect
within the time prescribed by CMI to the full and complete satisfaction of CMI.
If, after receiving such notice from CMI, Correspondent is unable to correct or
cure such defect within the prescribed time, Correspondent shall, at CMI's sole
discretion, either (i) repurchase such defective Loan from CMI at the price
required by CMI ("Repurchase Price") or (ii) agree to such other remedies
(including but not limited to additional indemnification and/or refund of a
portion of the Loan purchase price) as CMl may deem appropriate.  If CMI
requests a repurchase of a defective Loan, Correspondent shall, within ten (10)
business days of Correspondent's receipt of such repurchase request, pay to CMI
the Repurchase Price by cashier's check or wire transfer of immediately
available federal funds.  If such defective Loan is owned by CMI at the time of
repurchase by Correspondent.  CMI shall, upon receipt of the Repurchase Price,
release to Correspondent the related mortgage file and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse or
warranty, as shall be necessary to vest in Correspondent or its designee title
to the repurchased Loan.

Correspondent agrees and acknowledges that the provisions of this
Sec. 11 do not, in any way, eliminate, diminish or impair Correspondent's
indemnification obligations contained in Sec. 10.

12.	GOVERNING LAW; VENUE

This Agreement shall be governed by the laws of the State of Missouri and
applicable federal law.

CMI and Correspondent agree that any action, suit or proceeding to enforce or
defend any right or obligation under this Agreement or otherwise arising out of
either party's performance under this Agreement shall be brought in St.  Louis
County Circuit Court or the United States District Court for the Eastern
District of Missouri and each party irrevocably submits to the jurisdiction of
either forum and waives the defense of an inconvenient forum to the maintenance
of any such action.  suit or proceeding in such state or federal court and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in either forum.

13.	NOTICE

All notices to CMI shall be sent in accordance with the applicable provisions
of the CMI Manual and' shall be addressed according to such provisions.

Prior to or at the time Correspondent executes this Agreement, it shall
provide CMI with one or more procedures and addresses for delivering notices
pursuant to this Agreement.  In addition to these procedures and addresses.
Correspondent agrees and acknowledges that CMI may deliver all notices required
by this Agreement in writing to Correspondent at the address listed on the last
page of this Agreement.

14.	MODIFICATION; MERGER:  ENTIRE AGREEMENT; NO WAIVER OF RIGHTS

This Agreement may not be modified except by a document or record signed by
both CMI and Correspondent.  This Agreement (including the CMI Manual) contains
the entire agreement of the parties and supersedes all previous agreements
(including all amendments thereto) between the parties hereto.  Any
representations, promises or agreements not contained in this Agreement or the
CMI Manual shall have no force or effect.  The failure of either party to
exercise any right given to it under this Agreement or to insist on strict
compliance of any obligation under this Agreement shall not constitute a waiver
of any right, including the right to insist on strict compliance in the
future.

15.	ON-SITE REVIEW AND DOCUMENT COLLECTION

Correspondent shall permit any officer, employee or designated representative
of CMI, at any reasonable time during regular business hours and upon reasonable
advance notice by CMI, to conduct an examination and audit on Correspondent's
premises of any of the processes implemented and documents kept by Correspondent
regarding any Loan purchased by CMI pursuant to this Agreement.  If
Correspondent fails to timely deliver, in accordance with the applicable terms
and conditions specified in the CMI Manual, all documents and records associated
with or related to any Loan purchased by CMI pursuant to this Agreement,
Correspondent shall also give CMI and its officers.  employees, or designated
representatives reasonable access to Correspondent's premises in order to allow
CMI to retrieve, prepare or otherwise obtain all such documents and records.
Correspondent shall also make its officers, employees and/or designated
representatives available to CMI and shall cooperate with CMI in all such
examinations, audits and document and record collection activities.

16.	AUTHORITY TO EXECUTE AGREEMENT

Correspondent represents and warrants that it has all requisite power,
authority and capacity to enter into this Agreement and to perform all
obligations required of it hereunder.  The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have each
been duly and validly authorized by all necessary action(s).  Correspondent
shall, upon request by CMI, execute such supplemental resolutions,
acknowledgments and/or certifications as may be reasonably necessary to evidence
such power, authority and capacity.

17.	CORRESPONDENT GRANT OF LIMITED POWER OF ATTORNEY

Correspondent hereby appoints CMl and the directors, officers, employees,
agents, successors and assigns of CMI as its true and lawful attorney-in-fact
without right of revocation and with full power of substitution for and in its
place and stead to (i) demand and control all sums due on Loans purchased
pursuant to this Agreement and to enforce all rights with respect thereto,
(ii) endorse, mark, place or otherwise evidence Correspondent's name as
payee on all checks, drafts, acceptances or other form of partial or full Loan
payment delivered or tendered to CMI, (iii) endorse, mark, place or
otherwise evidence Correspondent's name on all notes, mortgages, deeds of trust,
and other forms of security instruments or collateral and all assignments, full
or partial releases or satisfactions of said mortgages, deeds of trust, and
other forms of security instruments or collateral for all Loans purchased
pursuant to this Agreement.  Correspondent agrees to execute such other
documents as CMI may reasonably request to evidence the appointment of CMI as
Correspondent's attorney-in-fact.

18.	MISCELLANEOUS

All capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the CMI Manual.  All Section headings are for convenience
only and shall not be construed as part of this Agreement.  Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction and,
to accomplish this purpose, the provisions hereof are severable.  This Agreement
shall not be effective until signed by both parties.

IN WITNESS WHEREOF, the duly authorized officers of CMI and Correspondent
have executed this Agreement as of the date first above written.



|CITIMORTGAGE, INC. | (CORRESPONDENT               
|------------------ | -----------------------------
|By:                | By:                          
|Title:             | Title:                       
|Date:              | Date:                        
|                   | Correspondent Notice Address:

APPROVED BY CITIBANK, FSB FOR UNDERWRITING AND
CREDIT POLICY COMPLIANCE:

By:

Citibank, FSB Title:

Date:

NOTE:  THE TEXT OF THIS AGREEMENT MAY NOT BE CHANGED IN ANY MANNER
WITHOUT THE EXPRESS PERMISSION OF CITIMORTGAGE, INC.



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CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY

[ * ] This information has been omitted based on a request for confidential
treatment.  The non-public information has been filed separately with the SEC.