FY2003 10K Exhibit 10.4





                         Exhibit 10.4 



	 	
Norwest Funding Inc.

3601 Minnesota Drive - Suite 200

Minneapolis, Minnesota  55435
	
Loan Purchase Agreement




This Agreement made as of May 18, 1998 by
and among E-Loan, Inc., a duly organized and validly existing California
Corporation with its principal place of business at 540 University Avenue, #350,
Palo Alto, California 94301 (the "Seller") and Norwest Funding, Inc.
("Norwest").

	
1.  Recitals

	
____/____/___
	
Norwest desires to purchase and Seller desires
to sell to Norwest (check and initial the appropriate box):

	
______________

Norwest
	
FHA-insured or VA-guaranteed mortgage loans
("Government Loans") eligible for inclusion in Government National Mortgage
Association ("GNMA") securities backed by the Government Loans together with the
servicing rights to the Government Loans on the terms and conditions set forth
in this Agreement and in the Norwest Funding Seller Guide (the
"Manual")*

	
______________

Seller
	
Pipeline Limits:  Mandatory ______________
Best Effort: _____________

	
____/____/___

______________

Norwest
	
Mortgage loans other than Government Loans
("Conventional Loans") together with the servicing rights to the Conventional
Loans on the terms and conditions set forth in this Agreement and in the Norwest
Funding Seller Guide (the "Manual")

	
______________

Seller
	
Pipeline Limits:  Mandatory ______________
Best Effort: _____________

	
2.  Consideration




Norwest and Seller, in consideration of the
terms, conditions, promises and agreement set forth in this Agreement and other
good and valuable consideration, the receipt of which Seller is hereby
acknowledged, hereby agree to the terms of this Agreement.

	
3.  The Manual




The Norwest Funding Seller Guide is referred to
in this Agreement as the Manual.  Seller and Norwest agree and understand that
the Manual applies to Governmental Agency Conventional Loans.  Seller
acknowledges that it has received and read the Manual.  All provisions of the
Manual are incorporated by reference into this Agreement and shall be binding
upon Seller and Norwest.  Any reference in the Manual to Norwest Mortgage, Inc.,
shall be construed to mean Norwest.  Specific reference in this Agreement to
particular provisions of the Manual and not to other provisions does not mean
that those provisions of the Manual not specifically cited in the Agreement are
not applicable.  All terms used herein shall have the same meaning as the terms
have in the Manual, unless the content clearly requires otherwise.  Norwest may
amend the Manual from time to time upon written notice to Seller.  In the event
of any conflict between the provisions of this Agreement and the Provisions of
the Manual, the provisions of this Agreement shall control.

	
4.  Commitments




Seller may order Single Loan or Built
commitments from Norwest in accordance with the Manual for any Eligible Mortgage
Loans which Seller intends to sell to Norwest.  When the commitment is
registered, Norwest will send Seller a written confirmation of the commitment in
the form contained in the Manual ("Commitment Confirmation").

	
5.  Eligible Mortgage
Loans




Eligible Mortgage Loans are loans which satisfy
all of the requirements contained in the Manual and the product profile for the
particular Eligible Mortgage Loan shown on the Commitment.

	
6.  Purchase Price




The Purchase Price for each Eligible Mortgage
Loan sold by Seller to Norwest shall be mutually agreed to by Seller and Norwest
in accordance with the Manual.  The Purchase Price will be shown on the
Commitment Confirmation relating to the Eligible Mortgage Loan ("Commitment
Confirmation").  Norwest agrees to guarantee the Purchase Price for the Eligible
Mortgage Loan for the time period on the Commitment Confirmation and Seller
agrees to close the Eligible Mortgage Loan and deliver it to Norwest within the
time period..

	
7.  Delivery Requirements




Seller will deliver Eligible Mortgage Loans as
provided for in the Manual.

	
8.  Commitment Delivery Deadlines and Funding
Dates




Norwest will notify Seller of the applicable
commitment delivery deadline and funding cutoff date for each commitment
obligation and Seller agrees to provide Norwest with sufficient, prudently and
properly underwritten Eligible Mortgage Loans to fulfill the commitment by the
commitment delivery deadline as provided for in the Manual.  For each
commitment, Seller must deliver prudently and properly underwritten Eligible
Mortgage Loans with aggregate principal balances within the tolerance set out in
the Manual.  Substitutes for rejected mortgage loan will only be accepted as
provided for in the Manual.

	
9.  Penalties and Fees




In the event Seller does not comply with the
loan delivery procedures contained in this Agreement and the Manual, Seller
shall pay Norwest the applicable late delivery, late correction or buyout
penalties or fees as provided for in the Manual.

	
10.  Representations



A.Seller hereby makes all representations,
warranties and covenants set forth in the Manual and this Agreement with respect
to each Eligible Mortgage Loan delivered to Norwest pursuant to this Agreement
as the date of delivery.

B.Seller represents that it will not select Eligible Mortgage Loans in
the manner materially adverse to Norwest when delivering loans to fulfill a
commitment.  Norwest may audit Seller's selection procedures during regular
business hours to assure itself that the selection procedures are not materially
adverse to Norwest.  In the event Norwest reasonably demonstrates that
materially adverse satisfaction procedures were used, Seller shall within 30
days repurchase and/or replace affected loans with Eligible Mortgage Loans
selected in a manner which is not materially adverse to Norwest.


	
11.  Remedies



A.Seller recognizes that Norwest intends to
rely on its commitments from Seller and will without notice to Seller, make
binding commitments in reliance thereon.  Seller agrees that actual delivery of
the Loans under each commitment is the essence of the Agreement and is,
therefore, mandatory within the delivery period as set forth in the Manual.
Seller acknowledges and agrees that Norwest shall be entitled to specific
performance if Seller fails to perform any of Seller's commitments since money
damages may not adversely compensate Norwest for its losses and Norwest may be
unable to effect cover in order to satisfy its commitments with third parties.
Upon Seller's insolvency, repudiation or failure to perform its obligations,
Norwest may proceed immediately by its own acts, order or seizure, or such other
remedy as may be available at law or equity to take possession of all documents
relating to a loan belonging to Seller which could qualify for sale to Norwest
pursuant to Seller's commitments.

B.Seller shall indemnify and hold Norwest harmless from any claim, loss,
cost or damages, including reasonable attorney fees, resulting from: (1) the
inaccuracy of any of Seller's representations or warranties in this Agreement,
including the representations and warranties set out in the manual, or
(2) Seller's breach of any of its promises or covenants in this Agreement
including, but not limited to, the covenants contained in the Manual.

C.In the event Seller breaches any warranty, representation or covenant
relating to an Eligible Mortgage Loan purchased by Norwest under this Agreement,
Seller shall upon Norwest's demand, repurchase the Eligible Mortgage Loan for
the amount calculated in accordance wit the Manual.

D.The remedies provided for in this Agreement are not exclusive and are
in addition to any other remedies which Norwest may have in law or
equity.


	
12.  General Provisions



A.Seller's repudiation, breach or inability
to perform any of its commitments may, at Norwest's Option, be deemed a
repudiation, breach or failure to perform all of its outstanding commitments to
Norwest.

B.Norwest's failure to enforce any provision of this Agreement shall not
be deemed a waiver of that or any other provision with respect to that or any
other transaction with Norwest.

C.Seller's rights and obligations hereunder shall not be assignable
without Norwest's prior written consent.  Norwest may sell or assign without
restriction its rights under this Agreement or in and to any commitment issued
or Eligible Mortgage Loan purchase pursuant to this Agreement.

D.This Agreement shall be construed and governed by the laws of the State
of Minnesota.

E.Time is of the essence with respect to this Agreement and the
commitments entered into pursuant to this Agreement.

F.Seller affirms that prior to the execution of this Agreement and during
the term of this Agreement it was and is respectively approved as an originator,
seller/servicer by the U.S. Department of Housing and Urban Development (HUD),
and/or either the Federal National Mortgage Association (FNMA), or the Federal
Home Loan Mortgage Corporation (FHLMC) for Government Loans and/or Conventional
Loans, respectively.

G.Prior to Norwest being requested to purchase any loan hereunder, Seller
agrees to provide its most recent audited financial statement, along with a
board resolution or Secretary's certification, with specimen signatures,
authorizing the individual signing this Agreement to enter into contracts on
behalf of the Seller and authorizing the specific individuals who may accept
pricing of individual loans hereunder.  In addition, Seller shall, within 90
days following the end of each fiscal year, deliver to Norwest copies of its
Audited Financial Statement.

H.Seller grants Norwest the right of set-off and Norwest may deduct any
fees, penalties or other sums owed to Norwest by Seller under the terms of this
Agreement from the Purchase Price for Eligible Mortgage Loans being purchased by
Norwest from Seller pursuant to this Agreement.

I.The Seller is not authorized to use the corporate name "Norwest
Mortgage, Inc.", "Norwest Funding, Inc.", "Norwest Bank" or any derivation
thereof, or any of the service marks of Norwest Mortgage or Norwest Funding, in
any of the Seller's promotional or other materials without the prior written
consent of Norwest.  As consideration for granting consent, the Seller agrees to
indemnify Norwest, from and hold it harmless against any loss, damages or
expense, including those incurred in defending any action or proceeding, which
results from its use of the corporate name, trade name or service marks.

J.At no time shall Seller represent that it is acting as the agent of
Norwest Mortgage, Inc. or Norwest.  Seller is and shall act as an Independent
Contractor.

K.All notices to be given under this Agreement shall be mailed first
class to the parties' principal place of business to the attention of a person
to be designated below by Norwest and Seller.
a.Send notices to Seller to the attention of:
             
;      Steve Majerus

b.Send notices to Norwest to the attention of: 



L.Norwest may, at its sole discretion, terminate this Agreement with
five (5) days written notice to Seller.  Norwest will honor its commitment to
purchase loans for which written confirmation has been given to Seller prior to
termination; provided that all of the terms and conditions contained in the
Agreement have been met.

M.This is the entire agreement between Seller and Norwest and supersedes
all prior discussions and agreements.  This Agreement cannot be changed except
in writing signed by Norwest and Seller.


	
(Seller) E-LOAN, Inc.
	 	
NORWEST FUNDING, INC.

	
Signed:  /s/ Christian A.
Larsen

Its:  President

Dated:  May 18, 1998
	
Signed:/s/ James R. Loving

Its:  James R. Loving, Senior Vice President

Dated:  March 29, 1999





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