FY2003 10K Exhibit 10.13





                         Exhibit 10.13 



CORRESPONDENT AGREEMENT

for Purchase and Sale of Residential Mortgage Loans


This Correspondent Agreement
("Agreement") is made and entered into as of the 25th day of January,
2002, by and between GMAC Mortgage Corporation ("GMACM"), a Pennsylvania
corporation, and E-Loan Incorporated ("Correspondent"), a Delaware
corporation.

RECITALS

This agreement is
entered into with reference to and includes the following:
A.GMACM is a mortgage banker engaged, among other things,
in the business of originating, purchasing, selling, and servicing mortgage
loans.

B.Correspondent is engaged in the business of
originating, processing, closing, and selling residential mortgage loans.

C.Correspondent is a mortgagee approved, and will remain
approved, by the Federal Housing Administration of the Department of Housing and
Urban Development (FHA), the Department of Veterans Affairs (VA), Federal
National Mortgage Association (FannieMae), Federal Home Loan Mortgage
Corporation (FHLMC), and/or any governmental or quasi-governmental agency or
insurer which is engaged in the mortgage lending industry.  In the event that
any other approval is required to be obtained in order to originate, process,
close, fund, or service any Loan (hereinafter defined), Correspondent agrees to
take whatever action is required to obtain such approval.

D.GMACM desires from time to time to purchase from
Correspondent, and Correspondent desires to sell, one-to-four family, first and
second lien residential mortgage loans (individually, a "Loan") made to
individual borrowers (individually, a "Borrower"), closed in Correspondent's
name, on a servicing released basis, and upon such terms and conditions as set
forth in this Agreement and in the GMAC Mortgage Correspondent Lending Manual
and written directions provided by GMACM and amended time to time (collectively
the "Correspondent Manual")* which is made a part of this Agreement and
incorporated herein as if set forth at length.



In consideration of the above recitals and the mutual
covenants and promises contained herein, and intending to be legally bound, the
parties do hereby agree as follows:


	TERM

This Agreement shall
be effective as of January 25, 2002, and shall continue until terminated by
either party.

	TERMINATION



	This Agreement
may be terminated by either party without penalty or cause upon 15 days' written
notice to other party.


	In addition, GMACM shall have the right to terminate this
Agreement immediately by notice in writing to Correspondent in the event of any
of the following:



	Correspondent defaults in any of its obligations under
this Agreement or any other agreements between the parties and such default is
not cured within ten (10) business days after notice to Correspondent of such
default;


	Correspondent fails to deliver acceptable Loans to GMACM
under the terms and conditions of this Agreement and the Correspondent
Manual;


	Correspondent shall Initiate or suffer any proceedings of
insolvency or reorganization under the bankruptcy code, or other federal or
state receivership laws, or make any common law assignment for the benefit of
creditors, or be unable to pay its debts as the same become due; 


	Correspondent assigns or attempts to assign its rights
and obligations hereunder;


	Correspondent by operation of law becomes unable to
faithfully perform its duties pursuant to this Agreement; or


	GMACM suffers any involuntary sale or execution upon any
interest in any Loan purchased hereunder and such is the result of any act or
omission on the part of Correspondent.


	Termination shall not affect the obligations of
Correspondent with respect to any event occurring before termination.  However,
termination of this Agreement, except under Paragraph 2 (a), shall be deemed to
be for or with cause, and GMACM, at its option, shall have the right to cancel
any open Loan registration confirmation(s) or other commitment
agreements.


	Correspondent agrees that in the event of a breach by
Correspondent of this Agreement or any other agreement between GMACM and
Correspondent, or upon the default of Correspondent under any instrument payable
to GMACM, or upon failure of Correspondent to pay any amounts due GMACM, GMACM
shall have the immediate right to set-off from and against any amounts otherwise
due or payable to Correspondent

	SERVICES OF
CORRESPONDENT



	Correspondent
will assist prospective Borrowers in completing credit applications and such
other documents in the form designated by GMACM and as GMACM may require for
Loans which meet the then current underwriting standards and loan policies of
GMACM, including the Correspondent Manual.  Correspondent will promptly submit
all information generated pursuant to such application to GMACM, or the
applicable agency, for its review and approval.


	"NON DELEGATED UNDERWRITING" Correspondent
may request approval to be authorized as a delegated underwriter.  If such
request is approved in writing by GMACM, Correspondent shall make credit
commitments on behalf of GMACM, under the terms specified In the written
approval or an amendment to this agreement, and in compliance with applicable
law and the Correspondent Manual.  Unless and until notified otherwise by GMACM
in writing, Correspondent is NOT authorized as a delegated underwriter and must
send all loans to GMACM or an authorized contract underwriting service for
underwriting approval.  Correspondent shall obtain real estate appraisals only
from those appraisers, which are licensed or certified according to state law
requirements.  All appraisals must meet secondary market requirements and in
addition satisfy all requirements mandated by state and federal law, including,
without limitation, FIRREA, for the particular transaction (refer to
Underwriting Section of the Correspondent Manual).


	"DELEGATED UNDERWRITING" The Correspondent
is hereby authorized as a delegated underwriter for the programs listed below
and is authorized to make credit commitments on behalf of GMACM in compliance
with applicable law and the Correspondent Manual.  Unless and until notified
otherwise by GMACM, Correspondent is authorized as a delegated underwriter for
programs outlined in the GMACM Product Matrix to a maximum loan amount of
$650,000.  Loans in excess of $650,000 and sub-prime and high LTV loans require
exception approval and are underwritten at GMACM.


	Correspondent, at its own expense, shall furnish to GMACM
all credit data, financial statements, real estate information, and such
additional items as GMACM, from time to time, may require.  In addition,
Correspondent, at its own expense, shall perform such other functions as GMACM
may require to close, fund, and complete the Loan transaction.


	Prior to purchase of the Loan by GMACM and after
purchase, if required, Correspondent agrees to execute such assignments,
endorsements, or other documentation as necessary to transfer ownership of the
Loan to GMACM and/or such other assignee as may be designated by GMACM,
concurrent with the closing of such Loan or as GMACM may otherwise
direct.


	Correspondent shall deliver to GMACM all Loan documents
required by the Correspondent Manual, within the applicable time period required
in the Correspondent Manual and commitment confirmation.


	If Correspondent fails to make proper and timely required
delivery in connection with any registration or reservation ("registration"),
the parties agree and acknowledge that GMACM will suffer damages, including, but
not necessarily limited to, the decline in market value of the Loan, processing
costs, investment losses, and obligations to investors to whom a registered Loan
has been committed, legal costs incurred as a result of non-delivery and in
enforcement of GMACM's rights, and Correspondent shall be liable for all such
damages and other damages incurred by GMACM, in addition to any other rights,
remedies or damages of GMACM at law, in equity or under this Agreement.


	All Loans will be purchased in accordance with pricing
and options provided in the Correspondent Manual.  Any change in pricing policy
shall be effective only by written amendment of the Correspondent Manual or
other written notice by GMACM to Correspondent.


	All Loans which Correspondent desires to sell to GMACM
under this Agreement must be registered with GMACM subject to any limitations in
the Correspondent Manual.  Following acceptance by GMACM of a registered Loan,
Correspondent shall be obligated to deliver the Loan to GMACM in accordance with
the terms and conditions of the applicable delivery program and this
Agreement.

	OBLIGATIONS OF GMACM

Subsequent to Loan
purchase, GMACM may reverify appraisals, credit reports, and other information
as it may determine necessary at GMACM's expense in order to assure itself of
the correctness of information in each Loan file.

	FEES

Correspondent may
retain, to the extent permitted by state, federal and local law and the
requirements of the applicable investors, as a processing fee, an origination
fee and all lawful discounts collected in excess of the GMACM's quoted price.
GMACM may withhold, set off, and apply any fees otherwise due and payable to
Correspondent to any obligations of Correspondent to GMACM.  In no event shall
any compensation be paid to Correspondent unless a Loan is funded.  GMACM has
the right to withhold any fees or payments until the Loan file is complete and
Correspondent has performed its obligations hereunder.

	APPLICABILITY OF
REPRESENTATIONS AND WARRANTIES

Each Loan shall be
subject to all representations and warranties specified in this Agreement,
including, without limitation, those in the Correspondent Manual, irrespective
of the provisions of any other documents or conduct of the parties with respect
thereto, including without limitation, GMACM's examination of documents and
files, and this Agreement shall exclusively govern the rights of the parties
hereto despite the fact that the Loan will be subsequent to this Agreement.
Each representation and warranty herein and the Correspondent Manual shall
survive the purchase of a Loan and shall insure to the benefit of GMACM, its
successors and assigns.

	CORRESPONDENT'S
REPRESENTATIONS, WARRANTIES, AND COVENANTS REGARDING LOANS

Correspondent makes
to GMACM in connection with each Loan purchased by GMACM and with this
Agreement, all of the representations, warranties, and covenants set forth in
the Correspondent Manual and herein which representations, covenants and
warranties shall be true at the time of registration, at the time of delivery
and which shall survive the purchase of each Loan by GMACM and shall continue in
effect as to each Loans for so long as any amount due from the borrower remains
outstanding and unpaid.

	ADDITIONAL REPRESENTATIONS,
WARRANTIES, AND COVENANTS

Correspondent makes
to GMACM in connection with this Agreement, all of the representations,
warranties, and covenants set forth in the Correspondent Manual and herein which
representations, covenants and warranties shall be true at the time of the
execution hereof, as well as at the time of registration of each Loan, at the
time of delivery and which shall survive the purchase of each Loan by GMACM.



	Correspondent is a corporation duly organized and validly
existing in good standing in the jurisdiction of its chartering or
incorporation, and Correspondent and each of its directors, officers, agents,
and employees have acquired and will, during the term of this Agreement,
maintain all necessary licenses and qualifications to transact its business.
Correspondent shall submit to GMACM copies of all such licenses as requested by
GMACM.


	Correspondent has all necessary corporate authority and
has taken all required corporate action to enter into this Agreement and to
perform the transactions contemplated hereunder.


	Correspondent is a mortgagee approved, and will remain
approved, by the Federal Housing Administration of the Department of Housing and
Urban Development (FHA), the Department of Veterans Affairs (VA), and/or any
governmental or quasi-governmental agency or insurer which is engaged in the
mortgage lending Industry.


	The execution and delivery of this Agreement by
Correspondent and the obligations which it will perform hereunder do not, and
will not, violate any provision of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination, award or contract having
applicability to Correspondent or the articles of incorporation or bylaws of
Correspondent.


	This Agreement constitutes, when duly executed and
delivered by Correspondent, a legal, valid, and binding obligation of
Correspondent, enforceable against Correspondent according to its
terms.


	There are no actions, suits, or proceedings pending or
threatened against or affecting Correspondent or the properties of the
Correspondent before any court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, which if determined
adversely to Correspondent, would have a material adverse effect on the
financial condition, properties, or operations of Correspondent or upon
Correspondent's ability to perform its duties hereunder.


	Correspondent agrees to make current audited financial
statements available to GMACM upon request, and in any case, within ninety (90)
days after the completion of each fiscal year of correspondent.  GMACM will rely
on these statements as part of its determination of whether to continue to
purchase Loans under this Agreement.


	Correspondent agrees it will not use for its own benefit
or will not disclose to any person or entity confidential information relating
to GMACM which it has acquired or which it may acquire during the term of this
Agreement.


	Correspondent has in full force and effect and will
continue to maintain a fidelity bond and an errors and omissions policy or
policies or mortgage banker's blanket bond covering all its activities
hereunder, with terms acceptable to FNMA and FHLMC and shall provide to GMACM,
on an annual basis or as required by GMACM, satisfactory evidence
thereof.

	INDEMNIFICATION AND
REPURCHASE

Correspondent
acknowledges that GMACM shall have relied upon the representations and
warranties expressed in this Agreement and the Correspondent Manual.  All of
Correspondent's representations and warranties are and shall be true and shall
survive as provided in Paragraph 7 herein.  No representation or warranty made
by Correspondent in connection with the purchase of each Loan by GMACM contains
any untrue statement of any material fact or fails to state any material fact
necessary to make such representation or warranty not misleading.

In addition to any other remedies of GMACM set forth herein
or in the Correspondent Manual, Correspondent shall repurchase applicable Loans
and shall indemnify and hold GMACM harmless from losses (Including the loss of
servicing rights), damages, deficiencies, claims or expenses (including
reasonable attorneys' fees) incurred by GMACM to the extent required by and in
accordance with the provisions of the Correspondent Manual.

In addition to all other remedies available to it, GMACM
shall be entitled to offset any amounts it owes Correspondent by any amounts
Correspondent is required to pay to GMACM under this section and the sections of
the Correspondent Manual relating to Repurchase and Indemnification.  The
indemnity provided in this Section shall remain in full force and effect
regardless of any investigation made by GMACM or its representatives or any
cancellation of this Agreement, and shall survive this Agreement as to each Loan
for so long as any amount due from the Borrower remains outstanding and unpaid.
Upon receipt of notice of claim covered by any indemnity or other indemnity in
this Agreement, whether such claim appears to be valid or not, Correspondent
shall immediately assume the representation of GMACM and the defense of such
claim at its own cost and expense to the satisfaction of GMACM, with counsel
approved by GMACM, and Correspondent shall be directly responsible for the
payment of any settlement, award or judgment relating to such claim.

	RELATIONSHIP OF PARTIES

It is agreed that
Correspondent and GMACM are not partners or joint ventures, but shall have the
status of and act in all matters hereunder as independent contractors.
Correspondent shall hold funds collected on account of any Loan in trust for
GMACM.  Correspondent is not an agent or partner of GMACM and has no authority
and is intended to have no power to create, extinguish, or modify any right,
obligation, or liability of GMACM to any person whatsoever.

It is expressly understood that, notwithstanding the
execution of this Agreement and the covenants and agreements contained herein,
GMACM may make Loans with or without the assistance of Correspondent and may use
the services of other correspondent and lenders; and Correspondent may sell
mortgage loans to other correspondent and lenders.

	JURY WAIVER/ ATTORNEY FEES
AND EXPENSES

If any legal action
or proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach or default in connection with any of the provisions of
this Agreement, the successful or prevailing party shall be entitled to
immediately recover from the other party, its costs, plus reasonable attorneys'
fees incurred in such action(s) or proceeding(s) in addition to any other relief
to which it may be entitled.  Except as expressly provided hereunder to the
contrary, each party shall bear its own costs and expenses incurred in
connection with the preparation of this Agreement and the performance of the
obligations contemplated hereby.

After consultation with counsel, and with knowledge of the
consequences, Correspondent and GMACM hereby waive all rights to demand a jury
trial and agree that all suits shall be heard by a judge only.

	WAIVERS/REMEDIES
CUMULATIVE

GMACM's delay or
failure to enforce any provision of this Agreement shall not constitute a waiver
of that provision or any other provision or agreement with Correspondent.

All remedies afforded by this Agreement shall be cumulative
and in addition to all other remedies provided herein or afforded by law or in
equity.

	NOTICES

All notices required
under this Agreement shall be considered given (i) when deposited in the United
States Mail, certified mail, return receipt requested, (ii) on the third
business day after mailing via regular first class mail, or (iii) on the next
business day after mailing by a nationally recognized overnight mail carrier,
bearing sufficient postage and addressed as set forth below, unless another
address is designated in writing:


	
Purchaser:
	
Correspondent:

	
GMAC Mortgage Corporation

Correspondent Lending Group

100 Witmer Road, PO Box 963

Horsham, PA 19044-0963

Attention: Cathy A. Williams

       Vice President, Wholesale Lending

cc:  Attention:  Legal Department
	
_______________________________________

_______________________________________

Attention:  _____________________________






	ASSIGNMENT

Correspondent shall
not assign this Agreement or any of its rights hereunder.  Neither shall
Correspondent delegate any duty hereunder without the prior written consent of
GMACM.

	BROKERAGE

Each party
represents and warrants that there are no claims for brokerage commissions or
finder's fees in connection with the transactions contemplated by this
Agreement.  Each party agrees to exonerate, indemnify, and hold harmless the
other in respect to any and all losses sustained by the other as a result of
liability to any broker or finder on basis of any arrangement made on, behalf of
such party.

	CAPTIONS; DEFINED TERMS

The captions of each
section in this Agreement are included for convenient reference of the parties
and in no way are intended to define, limit, or imply the obligations of the
parties.  Terms used with an initial capital letter which are defined in the
Correspondent Manual and not otherwise defined herein shall have the meaning
given them by the Correspondent Manual.

	ENTIRE AGREEMENT

The exhibits
attached hereto or material referred to in this Agreement, including the
Correspondent Manual, are incorporated by reference into this Agreement.  To the
extent there are differences between requirements as stated in the Correspondent
Manual and as stated in this Agreement, the provisions of this Agreement shall
control.  This Agreement, the Correspondent Manual and the material referred to
herein or therein or executed concurrently herewith constitute the entire
Agreement and supersede any and all prior agreements, representations, and
understandings of the parties, written or oral.  No addendum, supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both parties hereto, however amendments to the Correspondent Manual
shall be effective, as provided in Paragraph 13 above, upon their delivery by
GMACM by mail or courier to Correspondent.  Notwithstanding the foregoing,
amendments to the Correspondent Manual relating to pricing and underwriting
shall not apply to Loans which were registered prior to the delivery of such
amendments to Correspondent.

	SEVERABILITY

In the event that
any provision of this Agreement conflicts with applicable law, such conflict
shall not affect the other provisions of this Agreement which can be given
effect without the conflicting provisions, and to this end the provisions of
this Agreement are declared to be severable.

	NOTICE TO BORROWERS

Correspondent shall
mail notice of transfer of servicing to the Borrower of each Loan as required by
federal law (RESPA).  Such notice shall be in a form approved by GMACM prior to
mailing.   Such notice shall be sent through the United States Mail, first class
postage prepaid at the Correspondent's expense.

	SOLICITATION

A.Neither
Correspondent nor any affiliate of Correspondent shall solicit any Borrower of a
Loan for the sale or renewal of insurance with respect to such Loan.

B.Neither Correspondent nor any affiliate of
Correspondent shall, during the remaining term of any of the Loans, take any
action to personally, by telephone, by mail or otherwise, solicit the
refinancing or prepayment of the Loans by the Borrowers, in whole or in part, or
otherwise solicit the Borrowers for any purpose, without the prior written
consent and approval of GMACM.

C.Notwithstanding anything contained herein to the
contrary, for purposes of this Agreement, solicitation shall not be deemed to
include general advertisements directed to the public at large and contained in
newspapers or other broadcast media.

	GOVERNING LAW AND
VENUE

This Agreement shall
be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania.  Venue for any action arising out of relating to this Agreement,
including the formation, validity, or interpretation thereof and the performance
or breach thereof, shall be only in the Commonwealth of Pennsylvania.  Each
party consents that any State or Federal Court in the Commonwealth of
Pennsylvania otherwise having jurisdiction shall also have jurisdiction of the
parties.

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

	
GMAC Mortgage
Corporation
	
E-Loan, Inc.

	
By:  /s/ Marianne
Mainardi

Name:  Marianne Mainardi

Title:  Vice President, Correspondent
Lending
	
By:  /s/ Steven M.
Majerus

Name:  Steven M. Majerus

Title:  Vice President, Secondary
Lending




 

 

* E-LOAN, Inc. will obtain and provide a copy of the GMAC
Mortgage Correspondent Lending Manual upon request.