Exhibit 10.93


                            WHOLE LOAN SALE AGREEMENT

This WHOLE LOAN SALE AGREEMENT made as of this 24 day of February, 1999, by and
between E-Loan, Inc, a California corporation, having its principal place of
business at 5875 Arnold Road Dublin, CA 94568 ("Seller") and Principal
Residential Mortgage, Inc., an Iowa corporation with its principal place of
business in Des Moines, Iowa ("Principal Residential").


                                R E C I T A L S :
                                 - - - - - - - -


WHEREAS, Seller is engaged in the business of originating residential first
mortgage loans.

WHEREAS, Seller desires to sell such loans from time-to-time to Principal
Residential and Principal Residential, as part of its mortgage banking business,
is willing to purchase such loans from Seller, subject to the terms and
conditions of this Agreement.

NOW, THEREFORE, in consideration of the recitals and the mutual promises
contained herein, and for other good and valuable consideration, receipt of
which is hereby acknowledged, Seller and Principal Residential agree as follows:

1.     DEFINITIONS. Whenever used herein, the following words and phrases,
       unless the context otherwise requires, shall have the following meanings:

       1.1.   AGREEMENT: This Whole Loan Sale Agreement, including all exhibits
              and schedules hereto, and all amendments hereof and supplements
              hereto.

       1.2.   APPRAISED VALUE: With respect to any Loan, the value of the
              related Mortgaged Property based upon the appraisal made for the
              originator at the time of the origination of such Loan or the sale
              price of such Mortgaged Property if the proceeds of such Loan were
              used to purchase such Mortgaged Property, whichever is less.

       1.3.   ARM LOAN: An adjustable rate mortgage loan.

       1.4.   ASSIGNMENT OF MORTGAGE: An assignment of a Mortgage, notice of
              transfer, or equivalent instrument, in recordable form, sufficient
              under the laws of the jurisdiction wherein the related Mortgaged
              Property is located to evidence the sale of the Loan to the
              assignee named therein.

       1.5.   COMMITMENT: A binding agreement between Seller and Principal
              Residential, as described in paragraph 5 hereof, for the sale and
              purchase of specifically identified Loans.

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                                                                   Exhibit 10.93


       1.6.   CONVENTIONAL LOAN: Any Loan meeting the requirements of paragraph
              3.1 hereof.

       1.7.   DELIVERY DATE: As defined in paragraph 12.

       1.8.   FHA: Federal Housing Administration.

       1.9.   FHLMC: The Federal Home Loan Mortgage Corporation or any
              successor.

       1.10.  FNMA: The Federal National Mortgage Association or any successor.

       1.11.  FUNDING DATE: With respect to any Loan(s) as to which a Commitment
              has been entered into, the date on which ownership thereof is
              transferred to Principal Residential and the Purchase Price is
              paid to Seller.

       1.12.  GNMA: Government National Mortgage Association or any successor.

       1.13.  GOVERNMENT LOAN: Any Loan meeting the requirements of Paragraph
              3.2 hereof.

       1.14.  HUD: United States Department of Housing and Urban Development.

       1.15.  LOAN: Any residential first mortgage loan that is subject to the
              terms of this Agreement, including the servicing rights to such
              Loan. Collectively such mortgage loans are referred to as Loans.

       1.16.  LOAN-TO-VALUE RATIO: With respect to any Loan, the original
              principal balance of such Loan divided by the Appraised Value of
              such Loan.

       1.17.  MONTHLY PAYMENT: The scheduled monthly payment of principal and
              interest on a Loan which is payable by a Mortgagor from time to
              time under the related Mortgage Note.

       1.18.  MORTGAGE: The mortgage, mortgage deed, deed of trust, or other
              instrument creating a first lien on or first priority ownership
              interest in an estate in fee simple (or, under limited
              circumstances and subject to certain conditions set forth in the
              Principal Seller' Guide, a leasehold estate) in real property
              securing a Mortgage Note, including any assumption agreements,
              riders or modifications relating thereto.

       1.19.  MORTGAGE INTEREST RATE: As to each Loan, the annual rate set forth
              in the Mortgage Note at which interest accrues on such Loan, net
              of the premium payable with respect to the Private Mortgage
              Insurance Policy applicable to such Loan, if any, as set forth in
              the Commitment relating thereto.

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                                                                   Exhibit 10.93


       1.20.  MORTGAGE NOTE: As to each Loan, the note or other evidence of the
              indebtedness of the Mortgagor thereunder, which Note is secured by
              a Mortgage.

       1.21.  MORTGAGED PROPERTY: The property securing a Mortgage Note pursuant
              to the related Mortgage.

       1.22.  MORTGAGOR: The obligor on a Mortgage Note.

       1.23.  PAR: Shall mean, with reference to pricing of a Loan -for purposes
              of repurchase by Seller under paragraph 19, the Unpaid Principal
              Balance of a Loan.

       1.24.  PRIVATE MORTGAGE INSURANCE POLICY: The policy of private mortgage
              guaranty insurance (including all endorsements thereto) issued
              with respect to a Loan, if any, or any replacement policy.

       1.25.  PRIVATE MORTGAGE INSURER: The named insurer under any Private
              Mortgage Insurance Policy.

       1.26.  PRINCIPAL SELLER' GUIDE: The manual referred to in paragraph 4
              which is provided to Seller and which sets forth additional
              requirements regarding the Loans and Principal Residential's
              purchase thereof.

       1.27.  PURCHASE PRICE: For any Loan, the Purchase Price shall be
              expressed as a percentage of the Unpaid Principal Balance of such
              Loan.

       1.28.  UNPAID PRINCIPAL BALANCE: As to each Loan as of any date of
              determination, the outstanding principal balance of such Loan as
              of that date.

       1.29.  VA: The United States Department of Veterans Affairs (formerly
              known as the Veterans' Administration).

2.      SALE AND PURCHASE OF LOANS. During the term of this Agreement, Seller
        shall offer to sell Loans to Principal Residential and Principal
        Residential may agree to purchase said Loans from Seller, in accordance
        with the terms and subject to the conditions of this Agreement
        (including the applicable Commitment and the Principal Seller' Guide)
        and in reliance upon the representations and warranties set forth
        herein. In particular, this Agreement shall apply to the following
        designated categories of Loans:

       (INSTRUCTION: Check and - initial each category of Loans covered by this
       Agreement.)

       _X_ Conventional Loans. Seller: __________________ Principal Residential:
       _______________________

       _NA_ Government Loans. Seller: _NA_ Principal Residential: _NA_

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                                                                   Exhibit 10.93


3.     LOAN REQUIREMENTS.

       3.1.   Conventional Loans. Each of the Conventional Loans offered by
              Seller pursuant to this Agreement shall satisfy and conform to
              each of the following requirements (in addition to all other
              applicable requirements set forth in this Agreement):

              a.     Each Loan shall be closed and fully secured by a Mortgage
                     on a structure which is a one-to-four family, owner
                     occupied primary dwelling unit and must be eligible for
                     inclusion in FNMA pools of mortgage-backed securities.
                     Loans for purposes of constructing properties will not be
                     accepted. HUD/FHA, VA and Farmers Home Administration loans
                     will not be accepted under this Conventional Loan Category.

              b.     Each Loan shall bear interest as specified in the
                     Commitment. Each Loan shall also comply with all
                     requirements of the applicable loan program, which programs
                     are described in the Principal Seller Guide and subject to
                     change or withdrawal at the sole discretion of Principal
                     Residential.

              c.     Each Loan shall be originated by Seller, not by a
                     correspondent of Seller or by any other person or entity.
                     For purposes of this subparagraph 3.1.c, the word
                     "originated" shall include all of the following steps: (i)
                     Seller obtaining a loan application from a borrower; (ii)
                     Seller doing all of the processing of the Loan package; and
                     (iii) the Loan being closed in the name of Seller.

              d.     Each Loan purchased will have an Unpaid Principal Balance
                     as of the Funding Date in an amount which falls within the
                     minimum and maximum (if any) loan amount specified for the
                     applicable loan program or category in the Principal
                     Seller' Guide, as amended from time to time.

              e.     Loans on mobile homes are not acceptable for purchase.

              f.     Each Loan must satisfy the standard underwriting
                     requirements of Principal Residential and is subject to
                     underwriting and written approval by Principal Residential
                     prior to Seller's closing the Loan with the borrower.
                     Seller shall be responsible for the proper closing of each
                     Loan. Seller shall be charged and agrees to pay the fee
                     charged, by Principal Residential for any underwriting
                     services provided by Principal Residential hereunder.

              g.     Appraisers and the prudent appraisal practices which "they
                     must follow shall be in compliance with FNMA guidelines as
                     specified in the FNMA Seller' Guide. Seller warrants that
                     said appraisers meet


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                                                                   Exhibit 10.93


                     such guidelines as well as all required federal, state and
                     other applicable licensing laws.

              h.     A Private Mortgage Insurance Policy will be required on all
                     Loans having greater than an 80% Loan-to-Value Ratio and
                     from time to time on certain other Loans as determined in
                     Principal Residential's sole discretion. Acceptable Private
                     Mortgage Insurers are set forth in the Principal Seller
                     Guide.

              i.     Where the Mortgaged Property for any Loan is community
                     property, such a Loan will be eligible for purchase
                     hereunder if, and only if, the husband and wife have, as
                     Mortgagors, each mortgaged their respective undivided
                     interest in said Mortgaged Property.

       3.2.   Government Loans. Each of the Government Loans offered by Seller
              pursuant to this Agreement shall satisfy and conform to each of
              the following requirements (in addition to all other applicable
              requirements set forth in this Agreement):

              a.     Each Loan shall be closed and fully secured by a Mortgage
                     insured by HUD/FHA under the appropriate section(s) of the
                     National Housing Act as specified in the Principal Seller'
                     Guide from time to time or guaranteed by the VA. Each such
                     Loan must be eligible for inclusion in pools of
                     mortgage-backed securities fully guaranteed by GNMA. No
                     HUD/FHA Co-Insurance loans will be purchased. Loans for
                     purposes of constructing properties will not b6 accepted.
                     Loans with respect to which the Mortgagor has or will
                     obtain supplemental financing or other financial assistance
                     from the seller of the Mortgaged Property will not be
                     eligible for purchase without specific prior written
                     approval from Principal Residential. HUD/FHA and VA
                     temporary buydowns are acceptable for purchase.

              b.     Each Loan shall bear interest as specified in the
                     Commitment and shall be identified as to type: either
                     HUD/FHA (including reference to applicable section of the
                     National Housing Act) or VA.

              c.     Each Loan shall be originated by Seller, not by a
                     correspondent of Seller or by any other person or entity.
                     For purposes of this subparagraph 3.2.c, the word
                     "originated" shall include all of the following steps: (a)
                     Seller obtaining a loan application from a borrower, (b)
                     Seller doing all of the processing of the Loan package; (c)
                     Seller underwriting the application and Loan package for
                     Loan approval; and (d) the Loan being closed in the name of
                     Seller.

              d.     Each Loan purchased will have an Unpaid Principal Balance
                     as of the Funding Date in an amount which falls within the
                     minimum and


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                                                                   Exhibit 10.93


                     maximum (if any) loan amount specified for the applicable
                     loan program or category in the Principal Seller' Guide, as
                     amended from time to time.

              e.     Loans on condominiums are not acceptable for purchase
                     unless insured by FHA under Section 234c of the National
                     Housing Act and in a HUD/FHA approved condominium project.

              f.     VA Loans must have a combined loan guaranty and/or cash
                     down payment equal to 25 percent coverage and be acceptable
                     for GNMA pools. Seller shall be responsible for the proper
                     closing of each Loan.

              g.     Loans for mobile homes are not acceptable for purchase.

4.     PRINCIPAL SELLER GUIDE. Each Loan must comply with all applicable
       provisions of the Principal Seller' Guide as it now exists and as it may
       from time to time be amended at Principal's sole discretion, which
       provisions are incorporated herein and made a part of this Agreement by
       this reference thereto. Seller acknowledges receipt of a copy of the
       Principal Seller' Guide. It is acknowledged and agreed that the
       provisions of the Principal Seller' Guide and this Agreement are intended
       to be given equal weight in their application to any Loan purchase
       transaction entered into pursuant to this Agreement. Notwithstanding the
       foregoing, in the event of an irreconcilable conflict between the
       provisions of this Agreement and the Principal Seller' Guide, the
       provisions of this Agreement shall be deemed controlling, provided,
       however, that all reasonable effort will be made to apply and interpret
       the provisions of such documents in such manner as to avoid conflict
       between the same.

5.     COMMITMENT AND PRICING AT ANY TIME DURING THE TERM OF THIS AGREEMENT, THE
       PARTIES MAY ENTER INTO AN ORAL COMMITMENT FOR THE SALE AND PURCHASE OF
       SPECIFICALLY IDENTIFIED LOANS. As part of such Commitment, the parties
       will agree to a Purchase Price and certain other material terms
       applicable to the Loan(s) to be sold thereunder. The Purchase Price shall
       apply only to Loans bearing the specified rate of interest and complying
       with the other terms as set forth in the Commitment and this Agreement.
       The Commitment is binding between Seller and Principal Residential and,
       provided that such Loan(s) are in fact closed (as between the Seller as
       lender and the respective borrowers), shall constitute and require a
       mandatory delivery by Seller to Principal Residential of the specific
       Loans covered thereby.

6.     CONFIRMATION OF COMMITMENT. On or prior to the first Monday (if said
       Monday is a holiday, then the first business day thereafter) following
       the date on which the parties make an oral Commitment for the sale and
       purchase of said Loan or Loans, Principal Residential shall send Seller a
       written confirmation setting forth the material terms of the oral
       Commitment and incorporating this Agreement by reference. The
       confirmation shall conform substantially to the confirmation form

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                                                                   Exhibit 10.93


       examples included as a part of the Principal Seller' Guide. Should the
       written confirmation sent by Principal Residential contain any terms
       which Seller believes are in error, based upon the oral Commitment
       pertaining thereto, Seller shall immediately (but in no event later than
       two days after its receipt of such written confirmation) contact
       Principal Residential relative thereto. Any agreed upon correction shall
       be set forth in a corrected confirmation from Principal Residential which
       shall set forth the material terms, as corrected, of the oral Commitment
       and shall supersede the initial confirmation as to such corrected terms.
       Should Seller and Principal Residential fail to agree as to any alleged
       discrepancies in the initial confirmation as raised by Seller, Principal
       Residential may, at its option, treat the Commitment as having been
       breached by Seller and shall be under no option to proceed with the
       purchase of such Loan(s). The failure of Seller to advise Principal
       Residential of any alleged errors or discrepancies in the initial
       confirmation within two days following its receipt thereof (or within one
       day of its receipt of any corrected confirmation) shall constitute
       Sellers acceptance of all of the terms set forth in such confirmation and
       its agreement to sell the specifically identified Loans on the terms set
       forth therein.

7.     ESCROW ACCOUNT. Unless otherwise agreed to by Principal Residential, tax
       and insurance escrows will be required for all Loans purchased pursuant
       to this Agreement. For any Loan as to which the escrow requirement is
       waived by Principal Residential, the Purchase Price shall be subject to
       downward adjustment as determined in the sole discretion of Principal
       Residential.

8.     PROPERTY TAX PAYMENTS. For any Loan which is subject to this Agreement,
       it shall be Seller's responsibility to see that property taxes which are
       due and payable prior to the Delivery Date are paid in full. Seller shall
       prepare and forward to Principal Residential a list showing the next tax
       payment due dates for each Loan. Tax receipts are to be promptly
       forwarded by Seller upon receipt to Principal Residential. All new bills
       received shall be promptly forwarded by Seller to Principal Residential
       to permit the payment thereof prior to the applicable penalty date.

9.     HAZARD INSURANCE PAYMENTS. It shall be Seller's responsibility to see
       that all hazard insurance premiums for the Loans which are due and
       payable prior to the Delivery Date are paid in full. Any future bills
       will be promptly forwarded to Principal Residential.

10.    NO "CREDIT LIFE". The monthly escrow deposit for any Loan purchased
       hereunder will not include any amounts collected to pay premiums for
       disability, accident and health, credit life, or other term insurance for
       the borrowers. Seller shall see that any such insurance is either
       terminated or that arrangements are made so that the borrowers pay
       directly to the insurer any such insurance premiums becoming due and
       payable on or after the Delivery Date, thereby insuring that Principal
       Residential shall have no responsibility for any such insurance or
       premium payments. Seller agrees to indemnify and hold Principal
       Residential


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                                                                   Exhibit 10.93


       and any subsequent assignee harmless from and against any loss or damage,
       including attorney fees and costs, resulting from any action alleging
       coverage under any such insurance.

11.    LOCATION OF MORTGAGED PROPERTIES/SPECIAL CONDITIONS. For a Loan to be
       eligible for purchase under this Agreement, the related Mortgaged
       Property for such Loan must be located in the areas as specified on
       Exhibit A (attached hereto). Any special conditions or requirements
       relating to the location of the Mortgaged Property or otherwise
       applicable to the Loans offered by Seller pursuant to this Agreement
       shall be set forth on the aforementioned Exhibit A and are hereby agreed
       to by Seller and Principal Residential.

12.    DELIVERY DATE. The Delivery Date for any particular Loan shall be the
       date on which the applicable Schedule 11 loan documents as specified in
       the Principal Seller' Guide are received by Principal Residential prior
       to funding. All normal activity (receipts and disbursements) for the Loan
       will continue up to the Delivery Date. As of the Delivery Date the
       accounting records for the Loans to be purchased will be "frozen" with no
       further activity to be posted to the accounts as of the Delivery Date.

13.    SERVICING. All Loans covered by this Agreement will be sold with
       servicing released to Principal Residential.

14.    LITIGATION AND BANKRUPTCY STATUS OF LOANS. No Loan will be the subject of
       any foreclosure action or be directly or indirectly involved in pending
       or threatened litigation (including but not limited to arbitration or
       governmental investigations, claims or proceedings of any nature) or be
       subject to a claim for attorneys' fees or other expenses in connection
       therewith, nor shall any Loan or the borrowers thereunder be directly or
       indirectly involved in bankruptcy or receivership proceedings, Whether
       voluntary or involuntary and whether or not commenced or threatened.

15.    DELINQUENT PAYMENTS. As of the Delivery Date, no Loan will have past due
       payments of any kind or nature. Seller may not advance funds to bring any
       Loan current.

16.    COLLECTING AND FORWARDING PAYMENTS. Seller shall promptly forward to
       Principal Residential any Monthly Payments for any Loan purchased
       hereunder (and/or correspondence) received by Seller on or after the
       Delivery Date.

17.    DOCUMENTATION AND DOCUMENTATION DELIVERY ASSURANCE.

       17.1.  Seller will provide all Loan documents as required under the
              Principal Seller' Guide for each Loan to be purchased by Principal
              Residential. All such documents shall be subject to approval by
              Principal Residential. Such documents will be identified on
              schedules attached to and made a part of the Principal Seller'
              Guide. The general categories of such Loan documents are as
              follows: (a) Schedule I - documents required for


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                                                                   Exhibit 10.93


              underwriting; (b) Schedule 11 - documents needed prior to funding;
              and (c) Schedule III - documents needed within a specified period
              after the funding date. It is understood and agreed that time is
              of the essence under this Agreement.

       17.2.  Seller will be responsible for all shipping charges and/or fees
              incurred in delivering such documents to Principal Residential.
              Seller hereby agrees to work diligently to timely deliver to
              Principal Residential all of the Loan documents specified on
              Schedule 1, Schedule 11 and Schedule III within the applicable
              time period specified in the Principal Seller Guide, along with
              any additional information and/or documentation which Principal
              Residential's examination of those items indicates may be
              reasonably necessary. If all of the applicable Schedule I and II
              documentation for any Loan is not received by Principal
              Residential within the time period specified in the Principal
              Seller Guide for delivery of such documents, then (a) Principal
              Residential shall not be obligated to purchase said Loan(s) and
              (b) Principal Residential, in its sole discretion, may notify
              Seller of its election not to purchase any other Loans under this
              Agreement (whether or not there are outstanding Commitments) and
              upon giving such notice, Principal Residential shall have no
              further obligations hereunder. If all of the applicable Schedule
              III documentation for any Loan(s) is not received by Principal
              Residential Within the time period specified in the Principal
              Seller' Guide for delivery of such documents, Principal
              Residential, in its sole discretion, may: (1) require Seller to
              repurchase such Loan at the price specified in paragraph 19; (2)
              give notice to Seller of its election not to purchase any other
              Loan(s) under this Agreement (whether or not there are any
              outstanding Commitments) and after such notice, Principal
              Residential shall be relieved of all further obligations
              hereunder; and/or (3) charge Seller and Seller shall pay Principal
              Residential $50.00 per month for each Loan with respect to which
              Seller fails to timely deliver such documentation. Such charge, at
              the sole discretion of' Principal Residential, shall be deducted
              from future fundings or collected directly from Seller, in which
              case Seller shall be obligated to pay Principal Residential such
              amount within five business days after receiving a request for
              direct payment.

18.    CORPORATE APPROVAL. Seller and Principal Residential will each provide
       certificates of incumbency indicating that the persons executing this
       Agreement are authorized to act on behalf of Seller and Principal
       Residential, respectively. Seller will provide documentation evidencing
       the authority of the person(s) endorsing the Mortgage Notes and/or
       signing the Assignments of Mortgage with respect to any Loans purchased
       by Principal Residential pursuant to this Agreement.

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                                                                   Exhibit 10.93


19.    REPURCHASE BY SELLER.

       19.1.  With respect to any Loan purchased by Principal Residential
              hereunder, if: (a) any document provided in connection therewith
              is found by Principal Residential to be inaccurate or defective in
              any material respect, (b) Seller fails to timely deliver any
              documents required by this Agreement, (c) any representation,
              Warranty or certification made by Seller hereunder shall be
              inaccurate in any material respect, (d) such Loan shall be found
              to have not met the requirements of this Agreement or (e) with
              respect to Government Loans only, a borrower shall fail to pay
              each of the first three monthly payments within the month each
              such payment is due and a decision to foreclose such Loan is made
              by Principal Residential within one year of the due date of the
              first principal and interest payment on such Loan as a result of
              any default by borrower, then Principal Residential may give
              Seller notice setting forth the nature of the defect or
              inaccuracy, and Seller shall promptly notify Principal Residential
              in writing of its election to either (i) cure such defect or
              inaccuracy within 30 days of Sellers receipt of such notice from
              Principal Residential, if curable, or (ii) repurchase any affected
              Loan, whether or not it has been included in a FNMA or FHLMC pool
              or, in the case of Government Loans, a GNMA pool, within 15 days
              of Sellers receipt of such notice from Principal Residential, with
              servicing released to Seller. If Seller shall fail to cure any
              such defect or inaccuracy to the satisfaction of Principal
              Residential within such 30 day period, then Seller shall
              repurchase the related Loan within 15 days thereafter, with
              servicing released to Seller. The repurchase price for any such
              Loan shall be an amount equal to the greater of PAR or the
              Purchase Price paid by Principal Residential for the Loan,
              together with any funds paid for release of servicing rights.
              Seller shall not have the right to advance funds for or on behalf
              of a borrower for any delinquent payment or to otherwise make
              funds available to any borrower to avoid or cure a default by the
              borrower with respect to any Loan covered by this Agreement. The
              repurchase price shall be reduced by the amount of the individual
              escrow balances as of the repurchase date for any Loans being
              repurchased by Seller, which escrow balances will not be
              transferred to Seller but instead will be retained by Principal
              Residential.

       19.2.  In addition to the repurchase price specified in paragraph 19.1
              above, Seller shall pay Principal Residential: (a) accrued
              interest on every Loan repurchased in an amount equal to the
              amount of interest which Principal Residential is required to
              remit to the investor from which Principal Residential must
              repurchase said Loan or, in the event that said Loan has not been
              sold to an investor at the time of repurchase by Seller, accrued
              interest through the date of said repurchase, plus (b) any
              unreimbursed servicing advances made by Principal Residential on
              such Loan along with any other expenses incurred by Principal
              Residential in connection with said repurchase.

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                                                                   Exhibit 10.93


       19.3.  Payment of all recording fees and costs related to the repurchase
              of a Loan shall be the responsibility of Seller.

       19.4.  In the event that Seller sells Principal Residential a Loan for
              which the Mortgage Property is community property, with such
              Mortgage being a lien on only an undivided interest on said
              community property, Seller, at Principal Residential's option,
              shall be required to repurchase said Loan.

20.    TAX PAYING SERVICE. Seller shall be responsible for payment on the
       Funding Date of the cost of the tax paying service for the Loan(s). In
       accordance with the settlement procedure set forth in paragraph 22
       hereof, Principal Residential will deduct the fee for such taxpaying
       service from the Purchase Price for the Loans which it is purchasing,

21.    COMMISSIONS AND FEES. Principal Residential will not be liable for any
       commissions or fees in connection with the purchase of any Loans
       hereunder. Seller will be responsible for recording the Assignments of
       Mortgage and for payment of all recording fees in connection therewith.

22.    FUNDING. The net amount of the settlement on the Funding Date for a Loan
       purchased hereunder shall be a sum computed as follows:

              a.     The product of the Purchase Price times the Unpaid
                     Principal Balance of the Loan as of the Funding Date;

              b.     Plus accrued interest on the Loan, calculated as follows:
                     the Unpaid Principal Balance as of the Funding Date times
                     the Mortgage Interest Rate, for the actual number of days
                     from the last paid monthly installment date (or from the
                     date of closing of such Loan if no monthly installments
                     have yet come due) to the funding date, using a 365-day
                     basis;

              c.     Plus any servicing released premium that may be due Seller
                     for the Loan as determined pursuant to the Servicing
                     Released Premium Schedule issued by Principal Residential
                     from time to time;

              d.     Reduced by the total amount of the individual escrow
                     balances held by Seller with respect to such Loan as of the
                     Funding Date; and

              e.     Reduced by the fee for the tax paying service and any other
                     fees designated by Principal Residential to be paid by
                     Seller pursuant to this Agreement.

              Upon satisfaction of all conditions and requirements for the
              purchase of a Loan hereunder, the net settlement amount, as
              calculated above, shall be paid by Principal Residential to Seiler
              by wire transfer of immediately available funds to such bank
              account as Seller shall from time to time direct.

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                                                                   Exhibit 10.93


23.    REMEDIES-, ATTORNEYS' FEES. Should either party breach this Agreement,
       the other party shall be entitled to pursue all remedies, legal and
       equitable, including seeking money damages attributable to the breach,
       and if available, specific performance. Such remedies are in addition to,
       and not in limitation of, the rights and remedies granted under this
       Agreement. The prevailing party shall be entitled to recover reasonable
       attorneys fees and costs from the other party.

24.    REPRESENTATIONS AND WARRANTIES OF PRINCIPAL RESIDENTIAL. Principal
       Residential represents and warrants to Seller that as of the date hereof:

       24.1.  Principal Residential is an Iowa corporation, duly organized,
              validly existing and in good standing under the laws of the state
              of Iowa.

       24.2.  Principal Residential has the power and authority to carry on its
              business as and where it is now conducted, and to perform its
              undertakings as set forth in this Agreement.

       24.3.  The person(s) executing and delivering this Agreement on behalf of
              Principal Residential has (have) been authorized to do so by its
              Board of Directors. This Agreement is a valid and binding
              obligation of Principal Residential, enforceable in accordance
              with its terms, except as limited by bankruptcy, reorganization
              and insolvency laws, and by other laws and equitable doctrines
              affecting creditors' rights generally.

       24.4.  Neither the execution and delivery of this Agreement nor
              compliance with this Agreement will violate any statute,
              regulation, decree, order or judgment of any governmental
              authority or court, or conflict with or result in a breach of any
              material agreement or instrument to which Principal Residential is
              a party or by which it is bound, or constitute a default under any
              such agreement or instrument.

       24.5.  There is no suit, action, or legal, administrative, arbitration,
              or other proceeding or governmental investigation pending or, to
              the knowledge of Principal Residential, threatened against it
              which might materially adversely affect the ability of Principal
              Residential to perform its obligations under this Agreement. In
              addition, Principal Residential holds all material licenses,
              certificates, and permits from all governmental authorities
              necessary to enable it to conduct its business.

25.    REPRESENTATIONS AND WARRANTIES OF SELLER.

       25.1.  Seller represents and warrants to Principal Residential that as of
              the date hereof:

              a.     Seller is a corporation, duly organized, validly existing,
                     and in good standing under the laws of the state of its
                     incorporation.

                                      -12-
<PAGE>
                                                                   Exhibit 10.93


              b.     Seller has the corporate power and authority to carry on
                     its business as and where it is now conducted, and to
                     perform its undertakings as set forth herein.

              c.     The person(s) executing and delivering this Agreement on
                     behalf of Seller has (have) been authorized to do so by its
                     Board of Directors. This Agreement is a valid and binding
                     obligation of Seller, enforceable in accordance with its
                     terms except as limited by bankruptcy, reorganization and
                     insolvency laws and by other laws and equitable doctrines
                     affecting creditor's rights generally.

              d.     Neither the execution and delivery of this Agreement nor
                     compliance with this Agreement will violate any statute,
                     regulation, decree, order or judgment of any governmental
                     authority or court, or conflict with or result in a breach
                     of any material agreement or instrument to which Seller is
                     a party or by which it is bound, or constitute a default
                     under any such agreement or instrument.

              e.     There is no suit, action, or legal, administrative,
                     arbitration, or other proceeding or governmental
                     investigation pending or, to the knowledge of Seller,
                     threatened against it which might materially adversely
                     affect the ability of Seller to perform its obligations
                     under this Agreement. In addition, Seller holds all
                     material licenses, certificates, and permits from all
                     governmental authorities necessary to enable Seller to
                     conduct its business. Further, that Seller does not and
                     will not employ any person or otherwise retain the services
                     of a person or entity in connection with any Loan to be
                     sold hereunder, who or which is under investigation by or
                     has been prohibited from participating in transactions or
                     doing business with any federal or state agency or
                     quasi-governmental agency or enterprise which regularly
                     buys or sells residential mortgage loans on the secondary
                     market.

       25.2.  Seller represents and warrants as to each Loan offered under this
              Agreement that as of the Funding Date for such Loan:

              a.     the Mortgage and the Mortgage Note have been duly executed
                     by the Mortgagor and each is the legal, valid and binding
                     obligation of the Mortgagor, enforceable in accordance with
                     its terms. The Mortgage has been duly acknowledged and
                     recorded, is valid, and the entire amount advanced is a
                     first lien on the Mortgaged Property, subject only to (i)
                     encumbrances, easements and restrictions of record noted in
                     the Mortgagee Title Insurance Policy or, for Iowa loans (if
                     any), as noted in the title opinion of counsel, and (ii)
                     liens for real estate taxes not yet due and payable. The
                     Mortgage and the Mortgage Note are not subject to any right
                     of rescission, set-off, counterclaim or defense, including,
                     without


                                      -13-
<PAGE>

                                                                   Exhibit 10.93



                     limitation, the defense of usury, and no such right of
                     rescission, set-off, counterclaim or defense has been
                     asserted with respect thereto.

              b.     The full principal amount of the Loan has been advanced to
                     the Mortgagor, either by payment direct to Mortgagor or by
                     payment made on Mortgagor's request or approval; the Unpaid
                     Principal Balance is as stated; all costs, fees and
                     expenses incurred in making and closing the Loan and
                     recording the Mortgage have been paid; no part of the
                     Mortgaged Property has been released from the lien of the
                     Mortgage; and the terms of the Loan have in no way been
                     changed or modified, except as disclosed in writing to
                     Principal Residential.

              c.     With respect to each Conventional Loan, each such Loan is
                     eligible for inclusion in a FNMA or FHLMC pool of mortgage
                     backed securities. With respect to each Government Loan,
                     each such Loan will be fully guaranteed by the VA or
                     insured by HUD/FHA and eligible for inclusion in a GNMA
                     pool of mortgage-backed securities.

              d.     Seller is the sole owner of the Mortgage and has authority
                     to sell, transfer, and assign the same on the terms set
                     forth in this Agreement, and, except in connection with
                     interim financing which will be paid in full on the Funding
                     Date out of the proceeds of the sale of the Loan to
                     Principal Residential, there has been no assignment or
                     hypothecation of the Loans by Seller. The transfer to
                     Principal Residential is free and clear of claims or
                     encumbrances of any type. Seller will provide documentation
                     acceptable to Principal Residential evidencing the release
                     of any assignment or hypothecation. Seller agrees to do all
                     acts necessary to perfect title to each Loan sold pursuant
                     to this Agreement to Principal Residential.

              e.     As to each Mortgage, there is a Mortgagee Title Insurance
                     Policy acceptable to Principal Residential or, for loans on
                     real property located in Iowa, if any, a title opinion of
                     counsel acceptable to Principal Residential and based on an
                     abstract of title which has been continued through the
                     closing of the Loan and the recording of the Mortgage. In
                     addition, for Conventional Loans located in Iowa, the title
                     opinion of counsel shall be accompanied by a Certificate of
                     Title" issued by the Iowa Housing Finance Authority.

              f.     The Mortgaged Property is located in the United States.

              g.     Any and all requirements of federal, state or local law,
                     rule or regulation applicable to such Loan have been
                     complied with


                                      -14-
<PAGE>
                                                                   Exhibit 10.93

                     including, without limitation, usury, truth-in-lending,
                     real estate settlement procedures, consumer credit
                     protection, equal credit opportunity, and disclosure laws,
                     and the Seller shall deliver to Principal Residential such
                     evidence of compliance with all such requirements as
                     Principal Residential may require from time to time. The
                     sale of such Loan to Principal Residential will not cause
                     the violation of any such laws. Without limiting the
                     foregoing, Seller acknowledges and agrees that it is
                     responsible for delivering to borrower all applicable Equal
                     Credit Opportunity Act notices required in connection with
                     the Loan.

              h.     The Loans do not have any disability, accident and health,
                     credit life, or other term insurance premium to be paid
                     from their respective escrow account.

              i.     With regard to any Conventional Loan on which a Private
                     Mortgage Insurance Policy is required by FNMA, (i) the
                     Private Mortgage Insurer has issued its Mortgage Insurance
                     Certificate, (ii) any and all payments due on the mortgage
                     insurance premium have been paid to the Private Mortgage
                     Insurer, (iii) that nothing has been done or omitted, the
                     effect of which act or omission would be to invalidate the
                     contract of insurance with the Private Mortgage Insurer and
                     (iv) all Loans comply with the rules and regulation of the
                     Private Mortgage Insurer. The Mortgagor is obligated to
                     maintain such insurance by paying all premiums and charges
                     in connection therewith.

              j.     With regard to any HUD/FHA insured Government Loan, that
                     the Federal Housing Commissioner has issued or will issue a
                     Mortgage Insurance Certificate, that any payment due on the
                     mortgage insurance premium has been paid to the Federal
                     Housing Commissioner, and that nothing has been done or
                     omitted, the effect of which act or omission would be to
                     invalidate the contract of insurance with HUD/FHA and that
                     all HUD/FHA Loans comply with the rules and regulations and
                     other requirements of HUD/FHA, including, without
                     limitation, the form of the loan documents used for the
                     note and mortgage.

              k.     With regard to any VA guaranteed Government Loan, that the
                     VA has issued or will issue its Loan Guaranty Certificate
                     of full guarantee, and that nothing has been done or
                     omitted, the effect of which act or omissions would be to
                     invalidate the guaranty by the VA, and that all fees due
                     the VA, as may be applicable, have been paid to the VA, and
                     that all such VA Loans comply with the rules and
                     regulations and other requirements of the VA.

                                      -15-
<PAGE>
                                                                   Exhibit 10.93


              l.     Pursuant to the terms of the Mortgage, all building or
                     other improvements upon the Mortgaged Property are insured
                     by an insurer acceptable to Principal Residential against
                     loss by fire, hazards or extended coverage and such other
                     hazards as are customary in the area where the Mortgaged
                     Property is located in an amount which is at least equal to
                     the lesser of 100% of the replacement value of the
                     improvements or the Unpaid Principal Balance of the Loan.
                     Said fire, hazard or extended coverage policy must be
                     issued by an insurer having a Best's Insurance Guide rating
                     of B-VI or better. If, upon origination of the Loan, the
                     Mortgaged Property was in an area identified by the Federal
                     Emergency Management Agency as having special flood
                     hazards, a flood insurance policy meeting the requirements
                     of the current guidelines of the Federal Flood Insurance
                     Administration is in effect in an amount representing
                     coverage which is at least equal to the lesser of (i) the
                     minimum amount requirement, under the terms of coverage, to
                     compensate for any damage or loss on a replacement costs
                     basis (or for the Unpaid Principal Balance if replacement
                     cost coverage is not available for the type of building
                     insured); or (ii) the maximum insurance available under the
                     applicable National Flood Insurance Administration program.
                     Seller has completed and delivered to Principal Residential
                     a Flood Insurance Certification and MSA and Census Tract
                     Number form (in the format specified by the Principal
                     Sellers' Guide) for each Loan sold hereunder.

              m.     The form of the Mortgage Note and Mortgage (and any riders
                     or supplements thereto) comply with all applicable state
                     laws and do not omit any of the provisions appropriate to
                     allow for the timely and practical realization of rights in
                     the security under applicable state law. In the case of a
                     Loan with a fixed interest rate, and except to the extent
                     limited by applicable law, the Mortgage contains an
                     enforceable provision for the acceleration of the payment
                     of the Unpaid Principal Balance of the Loan in the event
                     that the Mortgaged Property is sold or transferred without
                     the prior written consent of the Mortgagee thereunder.

              n.     Seller is not aware of anything that would cause the value
                     of the Mortgaged Property for any Loan to be significantly
                     diminished; for example, without limitation, information
                     about toxic substances or environmental hazards affecting
                     the property. Without limiting the foregoing, Seller
                     further represents that with respect to the Mortgaged
                     Property for any Loan sold to Principal Residential
                     hereunder, there are no toxic or hazardous substances
                     stored or located on such Mortgaged Property or, to
                     Seller's best knowledge, on any property adjacent to the
                     Mortgaged Property, nor has any toxic or hazardous'
                     substance been discharged from the Mortgaged Property or
                     penetrated any surface or subsurface rivers or streams


                                      -16-
<PAGE>
                                                                   Exhibit 10.93


                     crossing or adjoining the Mortgaged Property or the water
                     table or aquifer underlying the Mortgaged Property.

              o.     Seller has not failed to disclose in writing to Principal
                     Residential, prior to Principal Residential agreeing to
                     purchase any such Loan, any material information known to
                     Seller which would, if disclosed to Principal Residential,
                     significantly diminish the value of the Loan to Principal
                     Residential. Seller has no knowledge of any circumstances
                     or conditions with respect to the Mortgage, the Mortgaged
                     Property, the Mortgagor or the Mortgagor's credit standing
                     that can reasonably be expected to cause private
                     institutional investors to regard the Mortgage as an
                     unacceptable investment, cause the Loan to become
                     delinquent, or adversely affect the value or marketability
                     of the Mortgage.

              p.     With respect to each Loan, Seller has obtained an appraisal
                     of the Mortgaged Property made by a qualified and properly
                     licensed/certified appraiser, who has no interest, direct
                     or indirect, in the real estate or in any loan thereon, and
                     who does not receive compensation which is affected by the
                     approval or failure to approve the Loan.

              q.     There are no pending proceedings for the total or partial
                     condemnation of the Mortgaged Property, and such property
                     is undamaged by waste, fire, windstorm, earthquake, flood
                     or other casualty.

              r.     Seller either: (1) is not a federally-insured institution
                     or an affiliate or subsidiary of a federally-insured
                     institution, or (2) is a federally-insured institution or
                     an affiliate or subsidiary of a federally-insured
                     institution and, if it is, then (a) the sale to Purchaser
                     of the Mortgage Loans pursuant to this Agreement has been
                     either (i) specifically approved by the Board of Directors
                     of the Seller and such approval is reflected in the minutes
                     of the meeting of such Board of Directors or (ii) approved
                     by an officer of the Seller who was duly authorized by the
                     Board of Directors to enter into such types of transactions
                     and such authorization is reflected in the minutes of the
                     Board of Directors' meetings, and (b) this Agreement
                     constitutes the "Written agreement" governing the Seller's
                     sale to Purchaser of the Mortgage Loans, and Seller shall
                     continuously maintain all components of such "written
                     agreement" as an official record of the Seller.

              s.     The Loan was originated by a savings and loan association,
                     a savings bank, a commercial bank or similar banking
                     institution which is supervised and examined by a Federal
                     or State banking authority or by a mortgagee approved by
                     the Secretary of Housing


                                      -17-
<PAGE>
                                                                   Exhibit 10.93

                     and Urban Development pursuant to Sections 203 and 211 of
                     the National Housing Act.

26.    INDEMNIFICATION. In addition to any other remedies available to Principal
       Residential hereunder, Seller agrees to indemnify and hold Principal
       Residential and any subsequent assignee harmless from and against any and
       all claims, losses, damages, fines, penalties, forfeitures, legal fees,
       judgments, and any other costs, fees and expenses resulting from or
       relating to (a) a breach by Seller of any representation, warranty or
       obligation contained in or made pursuant to this Agreement, or any
       agreement between Seller and Principal Residential relating to this
       Agreement, or any failure to disclose any matter that makes such
       representation or warranty misleading or inaccurate, or any inaccuracy in
       information furnished by Seller, (b) a breach of any representation,
       warranty or obligation made by Principal Residential or any indemnitee in
       reliance upon any such representation, warranty or obligation, failure to
       disclose, or inaccuracy in information furnished by Seller, (c) the
       purchase of a Loan hereunder that does not meet the requirements of this
       Agreement, (d) any breach by Seller of this Agreement, (e) any material
       defect existing as of the Funding Date (including defects subsequently
       discovered) in any Loan relating to the origination of such Loan which
       causes imposition of any liability, cost or expense to Principal
       Residential due to any act or omission of Seller or (f) any other action
       taken by Seller in connection with the Loan or communication by Seller
       with the borrower thereunder (unless such action or communication was
       consented to in writing by Principal Residential) subsequent to the
       purchase of such Loan by Principal Residential.

27.    TERM. This Agreement shall continue in effect until terminated as herein
       provided.

28.    TERMINATION. This Agreement may be terminated as provided below.

              a.     This Agreement may be terminated by Principal Residential
                     for any of the following reasons:

                     (i)    If Seller shall become insolvent or make an
                            assignment for the benefit of creditors or apply for
                            or consent to the appointment of a receiver, trustee
                            or liquidator for all or a substantial part of its
                            assets or if insolvency, reorganization or
                            liquidation or other proceedings for relief under
                            any bankruptcy law or any law for the relief of
                            debtors shall be instituted by or against Seller;

                     (ii)   If a representation or warranty made by Seller shall
                            be inaccurate in any material respect;

                     (iii)  In the event Seller is merged with or substantially
                            all of its assets are acquired by another entity; or

                                      -18-
<PAGE>
                                                                   Exhibit 10.93


                     (iv)   Upon the breach by Seller of any material provision
                            of this Agreement.

                     Termination of this Agreement pursuant to this paragraph
                     28.a shall be effective immediately upon notice of
                     termination being given by Principal Residential.

              b.     This Agreement may be terminated by Seller for any of the
                     following reasons:

                     (i)    If Principal Residential shall become insolvent or
                            make an assignment for the benefit of creditors or
                            apply for or consent to the appointment of a
                            receiver, trustee or liquidator for all or a
                            substantial part of its assets or if insolvency,
                            reorganization or liquidation or other proceedings
                            for relief under any bankruptcy law or any law for
                            the relief of debtors shall be instituted by or
                            against Principal Residential;

                     (ii)   If a representation or warranty made by Principal
                            Residential shall be inaccurate in any material
                            respect;

                     (iii)  Upon the breach by Principal Residential of any
                            material provision of this Agreement.

                     Termination of this Agreement pursuant to this paragraph
                     28.b shall be effective immediately upon notice of
                     termination given by Seller.

              c.     In any event, and without cause, termination of this
                     Agreement shall occur on written notice given by either
                     party to the other party thirty days prior to the
                     termination date specified by the notice.

              Upon a termination of this Agreement pursuant to either paragraph
              28.a. or 28.b., the parties shall have no further obligations to
              sell or purchase Loans pursuant to this Agreement including, but
              not limited to, Loans which are the subject of Commitments entered
              into prior to such notice of termination. Upon the termination of
              this Agreement pursuant to paragraph 28.c,, the parties shall have
              no further obligations to sell or purchase additional Loans
              pursuant to the Agreement, provided, however, that unless
              prohibited by applicable state or federal law or regulations, the
              parties shall complete any sale/purchase transaction for which a
              Commitment has been made prior to the time of termination
              (provided further, however, that notwithstanding anything herein
              to the contrary, Principal Residential shall not be required to
              complete a Loan purchase transaction if the Seller has failed to
              timely deliver the applicable Schedule 1, 11 and III Loan
              documents within the time frames required under this Agreement).
              The representations and warranties of Seller, the repurchase
              obligations and indemnification and hold harmless obligations of
              Seller, and all other unfulfilled obligations of Seller as to any
              Loan sold


                                      -19-
<PAGE>
                                                                   Exhibit 10.93


              under this Agreement, shall apply with respect to each Loan,
              whether or not the Loan is hereafter sold by Principal
              Residential, and shall survive any termination of this Agreement,
              any purchase or transfer of any interest in any or all Loans, the
              liquidation of such Loans, the termination of Principal
              Residential's servicing rights with respect to such Loans, and the
              termination or expiration of any agreement between Principal
              Residential and a third party investor.

29.    FINANCIALS; LICENSES. Seller shall annually furnish to Principal
       Residential, within 90 days after the end of Seller's fiscal year,
       audited financial statements including, but not limited to, a balance
       sheet and statement of profit and loss. Such financial statements shall
       be prepared by an independent certified public accountant in accordance
       with generally accepted accounting principles consistently applied. In
       addition, within 90 days after the end of Seller's fiscal year, Seller
       shall annually furnish to Principal Residential copies of all current
       and/or renewed licenses, certificates and permits necessary to permit
       Seller to carry on its business as it is now being conducted and as it
       may then be conducted.

30.    AUDITS. The Seller shall permit Principal Residential to perform a
       quality control review on any Loan Principal Residential has committed to
       purchase. In addition, at Principal Residential's option, Seller shall
       permit Principal Residential to examine said Loan files during normal
       business hours at Seller's principal place of business or such other
       location where the files are normally 'Maintained, regardless if the Loan
       is in the application, processing or closing phase.

31.    MISCELLANEOUS.

              a.     The captions assigned to provisions of this Agreement are
                     for convenience only and shall be disregarded in construing
                     this Agreement.

              b.     The invalidity or unenforceability of any provision of this
                     Agreement shall not affect the validity of any other
                     provision, and all other provisions shall remain in full
                     force and effect and this Agreement shall be construed as
                     if any such invalid or unenforceable provision had never
                     been contained herein.

              c.     Any forbearance by a party to this Agreement in exercising
                     any right or remedy under this Agreement or otherwise
                     afforded by applicable law shall not be a waiver of or
                     preclude the exercise of that or any other right or remedy.

              d.     No party shall be deemed the drafter of this Agreement, and
                     no provision of this Agreement shall be construed against
                     any party to this Agreement on the grounds that such party
                     is the drafter.

                                      -20-
<PAGE>
                                                                   Exhibit 10.93


              e.     Seller shall not assign its rights or delegate its
                     obligations under this Agreement without the prior written
                     consent of Principal Residential.

              f.     This Agreement is not intended to and shall not create a
                     partnership or joint venture between the parties, and no
                     party to this Agreement shall have the power or authority
                     to bind the other party except as explicitly provided in
                     this Agreement.

              g.     The parties hereto understand that telephone conversations
                     involving transactions based on this Agreement may be
                     recorded.

              h.     Any notice required or desired to be given hereunder shall
                     be in writing and deemed given Men personally delivered or
                     deposited in the United States mail, postage prepaid, sent
                     certified or registered, or sent by courier service such as
                     Federal Express or Airborne, addressed as follows:

       If to Principal Residential to:   Principal Residential Mortgages, Inc
                                         711 High Street
                                         Des Moines, Iowa 50392-0950
                                         Attn:  Correspondent Lending Department

       If to Seller to:
                                         ---------------------------------------

                                         ---------------------------------------

                                         ---------------------------------------

                                         Attn:
                                              ----------------------------------

              or to such other address or person as hereafter designated in
              writing by the applicable party in the manner provided in this
              paragraph for the giving of notices.

              i.     This Agreement shall be governed by and interpreted in
                     accordance with the laws of the State of Iowa (without
                     giving effect to principles of conflicts of laws) and shall
                     be binding upon and inure to the benefit of the parties
                     hereto and their respective successors and assigns.

              j.     This Agreement (including, but not limited to, the
                     Principal Sellers' Guide) and all exhibits and schedules
                     hereto, constitute the entire Agreement between the parties
                     hereto pertaining to the subject matters hereof and
                     supersede all negotiations, preliminary agreements and all
                     prior or contemporaneous discussions and understandings of
                     the parties hereto in connection with the subject matters
                     hereof. All exhibits and schedules are incorporated into
                     the Agreement as if set forth in their entirety and
                     constitute a part hereof.

                                      -21-
<PAGE>
                                                                   Exhibit 10.93


              k.     No amendment, change, or modification of any of the terms,
                     provisions or conditions of this Agreement shall be
                     effective unless made in writing and signed by the parties
                     or by their duly authorized agents provided, however, that
                     Principal Residential expressly reserves the right to amend
                     or otherwise change the Principal Sellers' Guide (at any
                     time and from time to time) as in its sole discretion it
                     deems necessary or advisable, and that any such amendments
                     or changes shall not require the written consent or
                     concurrence of Seller and will be in full force and effect
                     immediately upon issuance thereof by Principal Residential.
                     Waiver of any provision of this Agreement shall not be
                     deemed a waiver of future compliance therewith and such
                     provisions shall remain in full force and effect.

              l.     Seller shall, without further consideration, from time to
                     time following the sale of a Loan to Principal Residential
                     deliver to Principal Residential all correspondence, checks
                     (properly endorsed), payments and other information or
                     documents received by Seller with respect to any such Loan,
                     and at Principal Residential's request shall from time to
                     time after the sale of a Loan, without further
                     consideration, execute and deliver such documents,
                     certificates and instruments of sale, conveyance and
                     assignment and take such other action as Principal
                     Residential may reasonably request to perfect and/or defend
                     Principal Residential's title and interest in such Loan.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                  PRINCIPAL RESIDENTIAL MORTGAGE, INC.


(SEAL)                            By:   /s/ PHILIP C. KUHN
                                        ----------------------------------------
                                        Philip C. Kuhn - VP & Sec, Corrl Lending

(SEAL)                            E-LOAN, INC.
If no corporate seal,             By:   /s/ STEVEN M. MAJERUS
                                        ----------------------------------------
please so specify)                      Steven M. Majerus

1-93; rev. 1-94;
rev. 5-94; rev. 6-94;
rev. 10-94


                                      -22-