FY2003 10K Exhibit 10.6





                         Exhibit 10.6 




FORM OF LOAN PURCHASE AGREEMENT

(SERVICING RELEASED TRANSACTIONS)

This is a LOAN PURCHASE AGREEMENT (the "Agreement"),
dated as of August 23, 2000, (Seller No. 7544), by and between Aurora Loan
Services Inc., having an office at 2530 S. Parker Road, Suite 601, Aurora,
Colorado 80014 ("ALS") and E-Loan, Inc., having an office at 5875 Arnold Road,
Dublin, California 94568 (the "Seller").

W I T N E S S E T H:

WHEREAS, the Seller desires to sell, from time to time, to
ALS, and ALS desires to purchase, from time to time, from the Seller, certain
conventional, adjustable and/or fixed rate residential first mortgage loans (the
"Mortgage Loans") which shall be delivered on a servicing released basis, on
various dated (each a "Purchasing Date") as provided in the Aurora Loan Services
Inc. Seller Guide, as amended from time to time (the "Seller Guide")*;

WHEREAS, each Mortgage Loan is secured by a mortgage, deed of
trust or other security instrument creating a first lien on a residential
dwelling located in the jurisdiction indicated in the Delivery Commitment
Confirmation for the related Mortgage Loan;

WHEREAS, ALS and the Seller have agreed that the Mortgage
Loans shall be conveyed in the manner set forth in the Seller Guide; and

WHEREAS, this Agreement is the "Loan Purchase Agreement"
referred to in Section 100 of the Seller Guide;

NOW, THEREFORE, in consideration of the promises and mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, ALS and the Seller
agree as follows:

SECTION 1.Agreement to Purchase. The Seller agrees
to sell, and ALS agrees to purchase, from time to time, Mortgage Loans as
further described in the related Purchase Advice and the related servicing
rights thereto, pursuant to the terms and conditions of the Seller Guide.

SECTION 2.Incorporation of Seller Guide; Conflicts;
Seller Agreement. The terms and provisions of the Seller Guide and all forms
therein are hereby incorporated and made a part hereof and are an integral part
of this Agreement. In the event of any conflict, inconsistency or discrepancy
between any of the provisions of the Seller Guide and any of the provisions of
this Agreement, the provisions of this Agreement shall control and be binding
upon ALS and the Seller. The Seller hereby (i) acknowledges that it has received
and reviewed the Seller Guide and (ii) agrees to be bound by the terms and
conditions set forth therein.

SECTION 3.Counterparts. This Agreement may be
executed simultaneously in any number of counterparts. Each counterpart shall be
deemed to be an original, and all such counterparts shall constitute one and the
same instrument.

SECTION 4.Successors and Assigns; Assignment of Loan
Purchase Agreement. This Agreement shall bind and inure to the benefit of
and be enforceable by the Seller and ALS and their respective successors and
assigns. This Agreement shall not be assigned, pledged or hypothecated by the
Seller to a third party without the consent of ALS.

SECTION 5.Defined Terms. Capitalized terms used
but not defined herein shall have the respective meanings set forth in Section 8
of the Seller Guide.

SECTION 6.Costs. All costs and expenses incurred
in connection with the transfer and delivery of the Mortgage Loans, shall be
paid by the party identified in the Seller Guide, as applicable, or if no party
is identified, by the Seller.

SECTION 7. Notices. All demands, notices and
communications hereunder shall be in writing and shall be deemed to have been
duly given if mailed, by registered or certified mail, return receipt requested,
or, if by other means, when received by the other party at (i) the address in
the Seller Guide if to ALS, and (ii) as follows if to the Seller:

E-Loan, Inc.

                   5875 Arnold Road

                   Dublin, California 94568

                   Attn: Steve Majerus




With a copy to:

E-Loan, Inc.

                   5875 Arnold Road

                   Dublin, California 94568

                   Attn: Ed Giedgowd, Esq.






or such other address as may hereafter be furnished to the
other party by like notice. Any such demand, notice or communication hereunder
shall be deemed to have been received on the date delivered to or received at
the premises of the addressee (as evidenced, in the case of registered or
certified mail, by the date noted on the return receipt).

SECTION 8.Governing Law. This Agreement and the
Seller Guide shall be construed in accordance wind the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with the laws of the State of New York, except to the
extent preempted by Federal law.

SECTION 9.Waivers. No term or provision of this
Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is
sought to be enforced.

SECTION 10. Reproduction of Documents. This
Agreement and all documents relating hereto, including, without limitation,
(a) consents, waivers and modifications which may hereafter be executed,
(b) documents received by any party at the closing, and (c) financial
statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm, micro-
card, miniature photographic or other similar process. The parties agree that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

SECTION 11.Further Agreements. The Seller and ALS
each agree to execute and deliver to the other such reasonable and appropriate
additional documents, instruments or agreements as may be necessary or
appropriate to effectuate the purposes of the Seller Guide.

SECTION 12.Confidentiality. The Seller hereby
agrees that the terms and conditions of any Purchase Advice, this Agreement, the
Seller Guide and all Delivery Commitments shall be kept confidential and their
contents shall not be divulged to any party without ALS' consent except to the
extent that it is necessary for the Seller to do so in working with legal
counsel, auditors, taxing authorities or other governmental agencies.

SECTION 13.State of Incorporation. The Seller is
duly organized validly existing and in good standing under the laws of the state
of Delaware.

IN WITNESS WHEREOF, the Seller and ALS have caused their
names to by signed hereto by their respective officers thereunto duly authorized
as of the date first above written.

	
 
	
AURORA LOAN SERVICES INC.

(Purchaser)

	
 
	
By: /s/ Kevin A. Tamane

Name: Kevin A. Tamane 

Title: Senior Vice President






	
 
	
E-LOAN, INC.

(Seller)

	
 
	
By: /s/ Steven M. Majerus

   Name: Steven M. Majerus

   Title: Vice President Secondary Marketing




 

* E-LOAN, Inc. will
obtain and provide a copy of the Aurora Loan Services Inc. Seller Guide upon
request.