12312001 Form 10-K Exhbit 10.155






                                            Exhibit 10.155


FLOW PURCHASE AND SALE AGREEMENT

(Refinance Loans)



 

This FLOW PURCHASE AND SALE AGREEMENT (the
"Agreement"), dated as of December 18, 2001, is made by and between
E*TRADE Bank, a federally chartered savings bank with offices located at
Ballston Tower, 671 North Glebe Road, Arlington, Virginia 22203 (the
"Purchaser") and E-LOAN, Inc., a Delaware corporation with offices
located at 5875 Arnold Road, Dublin, California 94568 (the
"Seller").



WHEREAS, Seller is engaged in the business of, among
other things, originating loans secured by new and/or used motor vehicles.  



WHEREAS, Seller desires to sell and Purchaser desires to
purchase from time to time on a servicing released basis certain of such loans
under the terms and conditions set forth in this Agreement. 



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



ARTICLE I

 Definitions



1.01Defined Terms. Whenever used in this
Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:

"Additional Compensation": shall have
the meaning set forth in Exhibit E of the Agreement.



"Confirmation":  The written
confirmation of Purchaser's acceptance of all or any portion of the Loans
included in the applicable Offer, substantially in the form of Exhibit G
hereto and delivered in accordance with the terms of Article II hereof.



"Event of Default":  shall have the
meaning set forth in Section 6.02.



"Financed Vehicle": such new or used
automobile, van or light-duty truck securing a Loan. 



"Loan":  a loan secured by a Financed
Vehicle, including all accrued interest and finance charges, and accrued fees
thereon, servicing rights and rights under all endorsements, appraisals and/or
guarantees, and the related Records.



"Loan File": the documents listed in
Exhibit B hereto with respect to each Loan.



"Offer": Seller's written offer to sell
one or more Loans under the terms of this Agreement.



"Obligor":  the borrower or co-borrower
on a Loan, and any other Person who owes payments under such Loan.



"Pass-Through Transfer":  the sale or
transfer of some or all of the Loans by the Purchaser to a trust to be formed as
part of a publicly issued or privately placed asset-backed securities
transaction.



"Person": includes any individual,
partnership, corporation (including a business trust), limited liability
company, joint stock company, trust, unincorporated association, joint venture,
or other entity or government or any agency or political subdivision thereof,
whether acting in an individual, fiduciary or other capacity.



"Purchase Criteria":  shall have the
meaning set forth in Section 2.01(a) of this Agreement.

 

"Purchase Price": the sum of: (i) the
aggregate unpaid principal balance ("UPB") of the Loans as of the
Transfer Date and (ii) 100% of the accrued but unpaid interest on the Loans as
of the Transfer Date.



"Purchaser": E*TRADE Bank, its
successors and assigns.



"Records":  the records and documents
specifically related to the Loans, including but not limited to, all original
notes, credit agreements, instruments, correspondence with the Obligor, existing
policies or certificates of insurance, if any, and all pending insurance claims
and the proceeds thereof relating to any Loan. 



"Repurchase Price" shall have the
meaning set forth in Section 5.07 of the Agreement.



"Schedule of Loans":  all information
and data identifying characteristics of the Loans, in a format acceptable
to Purchaser, as set forth in Exhibit A hereto. 



"Seller":  E-LOAN, Inc.



"Seller's Funding Source(s)":  (1) Bank
One, NA, pursuant to that certain Loan Agreement, effective as of  April 2, 2001
between Bank One, NA, as Lender, and E-LOAN, Inc., as Borrower, (2) Christian
Larsen ("Larsen"), pursuant to that certain Amended and Restated Loan
Agreement effective as of July 12, 2001 between Larsen, as Lender, and E-LOAN,
Inc., as Borrower, and (3) The Charles Schwab Corporation ("Schwab"),
pursuant to that certain 8% Convertible Note effective as of July 12, 2001
between Schwab, as Lender, and E-LOAN, Inc., as Borrower, and such other funding
sources as Purchaser may approve in its reasonable discretion  



"Transfer Date": The closing date for
the sale of the Loans that are the subject of a Confirmation, which date shall
be two (2) business days following the date an Offer is presented to
Purchaser.



"Whole Loan Transfer": any sale or
transfer of all or part of the Loans by the Purchaser to a third party.



 

ARTICLE II

Purchase and Sale






	Purchase and Sale of Loans.



On the applicable Transfer Date and in accordance with the
terms and conditions of this Agreement, Purchaser agrees to purchase and Seller
agrees sell, from time to time, all of Seller's right, title and interest in and
to the Loans listed in the Confirmation applicable to such Loans.

(a)  Offer.  From time to time, Seller shall
submit in writing, for Purchaser's review and approval, an Offer to sell one or
more Loans under the terms of this Agreement. Each Offer shall be in a format
acceptable to Purchaser substantially in the form attached hereto as Exhibit
F, and shall be accompanied by the Schedule of Loans, the Loan Files and
such other information as mutually agreed by the parties.  In determining
whether to submit an Offer to Purchaser, Seller shall apply Purchaser's
underwriting and other criteria for purchase of Loans subject to this Agreement
as set forth on Exhibit C ("Purchase Criteria") to the Loan
application, and shall only submit Offers that Seller reasonably believes
satisfy the Purchase Criteria. It is understood and agreed by the parties that
Seller is not obligated to offer to sell any Loans to Purchaser and Purchaser is
not obligated to buy any Loans from Seller, except as set forth in a
Confirmation and subject to the terms of this Agreement. 

(b)  Acceptance. Purchaser shall, in its sole
discretion, accept or reject all or any portion of the Loans included in the
Offer, and shall inform Seller of its decision. If Purchaser accepts all or any
portion of the Offer, Purchaser shall electronically transmit to Seller a
Confirmation substantially in the form attached hereto as Exhibit G. The
Confirmation shall identify (i) the Loans to be purchased pursuant to the
Confirmation, (ii) the Transfer Date, and (iii) the Purchase Price.

Transmission of a Confirmation shall constitute
acceptance of Seller's Offer in respect of the Loans specified in the
Confirmation. Subject to the provisions of Section 6.02 hereof, on the Transfer
Date specified in the Confirmation, Seller shall be obligated to sell and
deliver, and Purchaser shall be obligated to purchase the Loans that are
specified in such Confirmation.

As between Purchaser and Seller, absent manifest error, a
Loan shall conclusively be deemed to have been purchased by Purchaser if (i)
Purchaser has received a complete Loan File in respect of such Loan and (ii)
such Loan is specified in any Confirmation maintained in the Purchaser's records
and transmitted to Seller in accordance with this Section 2.01(b).


To the extent that any Loans which are included in a
Seller's Offer are not included in the corresponding Confirmation, Purchaser
shall identify on a Loan Exception Report substantially in the form of
Exhibit H any Loans that it is willing to purchase subject to the
satisfaction of any conditions specified by Purchaser, and the conditions that
need to be satisfied in order to enable Purchaser to purchase such Loans. In
such event, Purchaser shall not be required to purchase any of such Loans, but
upon satisfaction of the conditions specified by Purchaser, Seller may include
such Loans in a subsequent Offer. 

Seller agrees that it will not offer for sale to any
person other than Purchaser any Loan for which a Confirmation or an Offer has
been issued hereunder and is outstanding.

(c)Purchase Requirement. Notwithstanding the
foregoing and subject to the provisions of Section 6.01, if a Loan or Loans
subject to an Offer meet the Purchase Criteria in effect at the time the Loan
was approved, in Purchaser's reasonable determination, Purchaser shall issue a
Confirmation to purchase such Loan or Loans; provided, however, that Purchaser
shall not be required to issue a Confirmation with respect to any Loan included
in an Offer, where such Loan was approved more than sixty (60) days prior to the
date of an Offer; and further provided that Purchaser shall not be required to
issue a Confirmation if there is a pending Event of Default by Seller. 

(d)Funding and Delivery of Loans.  (i) On each
Transfer Date, Seller shall immediately deliver to Purchaser the Loan Files
relating to the Loans subject to the Confirmation. 

2.02Payment of Purchase Price and Additional
Compensation.



(a)Purchase Price. On or before the
applicable Transfer Date, Purchaser shall pay to Seller, or such party
designated in writing by Seller, the Purchase Price for the Loans, in
immediately available funds, via wire transfer into the following collection
account: Bank One, NA/E-LOAN, Inc. Collection Account, Account #[
** ], Bank One, NA, Columbus, Ohio, ABA [ ** ],
Attention:  Kelly Maloney, or such other account as Seller and Bank One, NA
shall designate in writing to Purchaser (the "Collection Account").
Upon or before submitting an Offer to Purchaser, Seller shall deliver, or shall
have delivered to Purchaser written wire transfer instructions for the payment
of the Purchase Price. Upon receipt by Seller or Seller's designee of the
portion of the Purchase Price representing the principal balance of the Loans,
the Loans, and all rights, benefits, payments, proceeds and obligations to
Seller arising from or in connection with the Loans, together with any lien or
security interest in the vehicle serving as collateral for the Loans, shall vest
in Purchaser. Any payments received by Seller from Obligors with respect to any
Loan sold to Purchaser, shall be forwarded to Purchaser within two (2) business
days of receipt. Until the Transfer Date, Seller shall own and control the
application and all documentation relating to the Loans to be sold.  All Loans
sold under this Agreement shall be sold without recourse, on a servicing
released basis. 

(b)Additional Compensation. On or before the
tenth (10th) day of each month, Purchaser shall pay to Seller, or
such lender designated in writing by Seller, the Additional Compensation
relating to all Loans sold in the previous calendar month. The Additional
Compensation is described on Exhibit E and shall be paid in immediately
available funds, via wire transfer into the Collection Account.


ARTICLE III

Representations, Warranties and Covenants



3.01Representations, Warranties and Covenants of
Purchaser.  Purchaser represents, warrants and covenants to Seller, as of
the Transfer Date or such other date as expressly stated herein, as follows:



(a)Good Standing and Power of Purchaser.
Purchaser is a federally chartered savings bank, duly organized, validly
existing and in good standing under the laws of the United States, with full
corporate power to own its properties and to carry on its business as currently
conducted.



(b)Authorization.  The execution and delivery
of this Agreement have been duly authorized by all necessary corporate action on
the part of Purchaser and, assuming due execution by Seller, this Agreement is a
valid and binding obligation of Purchaser, enforceable against the Purchaser in
accordance with its terms subject only to (i) the effect of applicable
bankruptcy, insolvency, reorganization, conservatorship, receivership,
fraudulent conveyance, moratorium or other similar laws and (ii)
limitations imposed by laws, regulations and judicial decisions relating to or
affecting the rights of creditors generally, or by general principles of equity
(regardless of whether enforcement is considered in proceedings at law or in
equity).



(c)Effective Agreement.  The execution,
delivery and performance of this Agreement by Purchaser and the consummation of
the transactions contemplated hereby, will not conflict with, result in the
breach of, constitute a violation or default, result in the acceleration of
payment or other obligations, or create a lien, charge or encumbrance, under
Purchaser's charter or by-laws, any judgment, decree or order, any law, rule or
regulation of any government or agency thereof, or any contract, agreement or
instrument to which Purchaser is subject.



(d)No Broker.   No broker or finder, or other
party or agent performing similar functions, has been retained by Purchaser or
is entitled to be paid based upon any agreements, arrangements or understandings
made by Purchaser in connection with the transaction contemplated herein. 



(e)Regulatory Approvals. Purchaser has
prepared and submitted for filing any and all applications, filings, and
registrations with and notifications to, all federal, state and local regulatory
authorities required for Purchaser to perform its obligations under this
Agreement.  Purchaser has received no notice or other communication from any
regulatory authority indicating that such authority would oppose, challenge or
not approve the transaction contemplated by this Agreement.



(f)Consents. Any required consents, approvals
and/or authorizations of any federal, state or local governmental authority or
agency or any other party, which if not delivered would have a material adverse
effect on the ability of Purchaser to execute and deliver or to perform this
Agreement, or to consummate the transaction contemplated by this Agreement, have
been delivered. 






	Third-Party Claims.  There is no dispute, action,
suit, proceeding or investigation of any nature pending or to the best of
Purchaser's knowledge threatened against or affecting Purchaser that,
individually or in the aggregate, (i) challenges the validity, legality or
enforceability of this Agreement, or (ii) has or is likely to have a material
adverse effect upon Purchaser's ability to perform its obligations under this
Agreement.



(h)Compliance with Laws.  Purchaser is in
compliance with all statutes and regulations applicable to this Agreement and
its obligations under this Agreement, including without limitation any
applicable licensing and/or regulatory agency notification requirements. 


3.02Representations, Warranties and Covenants of
Seller.  Seller represents, warrants and covenants to Purchaser, as of each
Transfer Date or such other date as expressly stated herein, as follows:



(a)Good Standing and Power of Seller.  Seller
is a corporation, duly organized, validly existing and in good standing under
the laws of the jurisdiction of its formation, with full corporate power to own
its properties and to carry on its business as currently conducted.



(b)Authorization.  The execution and delivery
of this Agreement have been duly authorized by all necessary corporate action on
the part of Seller, and, assuming due execution by Purchaser, this Agreement is
a valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms subject only to (i) the effect of applicable
bankruptcy, insolvency, reorganization, conservatorship, receivership,
fraudulent conveyance, moratorium or other similar laws and (ii) limitations
imposed by laws, regulations and judicial decisions relating to or affecting the
rights of creditors generally, or by general principles of equity (regardless of
whether enforcement is considered in proceedings at law or in equity).



(c)Effective Agreement.  The execution,
delivery and performance of this Agreement by Seller and the consummation of the
transactions contemplated hereby will not conflict with, result in the breach
of, constitute a violation or default, result in the acceleration of payment or
other obligations, or create a lien, charge or encumbrance, under any of the
provisions of Seller's articles of incorporation or by-laws, any judgment,
decree or order, any law, rule or regulation of any government or agency
thereof, or any contract, agreement or instrument to which Seller is
subject.






	No Broker. No broker or finder, or other party or
agent performing similar functions, has been retained by Seller or is entitled
to be paid based upon any agreements, arrangements or understandings made by
Seller in connection with the transaction contemplated herein.




	Regulatory Approvals.  Seller has prepared and
submitted for filing any and all applications, filings, and registrations with
and notifications to, all federal, state and local regulatory authorities
required for Seller to perform its obligations under this Agreement.  Seller has
received no notice or other communication from any regulatory authority
indicating that such authority would oppose, challenge or not approve the
transaction contemplated by this Agreement.  Seller is duly licensed to engage
in the business of making the Loans under the laws of each jurisdiction in which
each Loan has been made.




	Consents.  Any required consents, approvals and/or
authorizations of any federal, state or local governmental authority or agency
or any other party, which if not delivered would have a material adverse effect
on the ability of Seller to execute and deliver or to perform this Agreement, or
to consummate the transaction contemplated by this Agreement, have been
delivered, including without limitation, the consent of Seller's Funding
Sources.




	Third-Party Claims.  There is no dispute, action,
suit, proceeding or investigation of any nature pending or to the best of
Seller's knowledge threatened against or affecting Seller that, individually or
in the aggregate, (i) challenges the validity, legality or enforceability of
this Agreement, (ii) has or is likely to have a material adverse effect upon
Seller's ability to perform its obligations under this Agreement, (iii) has or
is likely to have a material adverse effect on the Loans individually or taken
as a whole, or (iv) has or is likely to have a material adverse effect on
Seller's business as it is being conducted with respect to the Loans.




	Compliance with Laws.  Seller is in compliance
with all statutes and regulations applicable to this Agreement and its
obligations under this Agreement, and to the Loans, including without limitation
any applicable licensing and/or regulatory agency notification requirements.
Seller has not received notice from any agency or department of federal, state
or local government asserting a violation of any law, regulation, ordinance,
rule or order (whether executive, judicial, legislative or administrative) that
would have a material adverse effect on the Seller's ability to perform its
obligations under this Agreement  or the Loans individually or taken as a
whole.




	Deliveries.  All schedules, statements,
certificates, agreements, and other documents delivered by Seller pursuant to
the terms of this Agreement are true, correct and complete in all material
respects and accurately represent the information contained therein in all
material respects.




	Bulk Sale.  The sale contemplated hereby is not
subject to "bulk sale" or similar requirements in any jurisdiction and
is in the ordinary course of Seller's business.




	Location, Name and State of Incorporation.
Seller's (i) chief executive office is located at 5875 Arnold Road, Suite 100,
Dublin, California 94568 (ii) state of incorporation is the State of Delaware
and (iii) exact legal name is as set forth in the first paragraph of this
Agreement. Except for the name "Palo Alto Funding Group, Inc.," which
was the name of Seller's predecessor company that was dissolved in December of
1997, Seller has had no other names (including trade names or similar
appellations) in the past five years other than the name set forth in the first
paragraph of this Agreement.




	Liens on Seller Assets.  Exhibit I hereto
describes all existing liens or encumbrances on the assets of Seller as of the
initial Transfer Date.  As of each Transfer Date, Seller is in compliance with
its obligations under Section 5.10.



3.03Representations and Warranties Regarding
Loans.  Seller hereby represents and warrants to Purchaser, with respect to
the Loans purchased by Purchaser, as of each Transfer Date or such other date as
expressly stated herein, as follows: 



(a)Origination of Loans. Each Loan was originated
in the United States and is evidenced by a promissory note and security
agreement between Seller and the related Obligor and shall have been fully and
properly executed by the parties thereto. 

(b) Valid First Lien. The certificate of title
application or registration relating to each Financed Vehicle shall list Seller,
Purchaser or its designated nominee, as the parties shall mutually agree, as the
first and only lienholder. Each Loan has created a valid, subsisting and
enforceable first priority security interest securing Obligor's obligations
under the Loan, in favor of Seller in the related Financed Vehicle, which
security interest is assignable without the consent of the Obligor, and shall be
so assigned, by the Seller to the Purchaser.

(c) Monthly Payments. Each Loan provides for
monthly payments that fully amortize the amount financed thereunder by maturity
and provides for a finance charge at its annual percentage rate
("APR"), calculated based on the simple interest method.

(d) Customary Provisions; Prepayment.  Each Loan
contains customary and enforceable provisions, such that the rights and remedies
of the holder thereof are adequate for realization against the collateral of the
benefits of the security. The terms of each Loan provide, in the event of
prepayment, for full payment of the outstanding principal balance and accrued
but unpaid interest.

(e)Schedule of Loans.  The information set forth
in the Schedule of Loans is true and correct in all material respects. 

(f)Compliance with Law. Each Loan and each sale of
the related Financed Vehicle:  (i) complied at the time of origination and sale,
and at all times during Seller's ownership of such Loan; and (ii) complies as of
the applicable Transfer Date, with all requirements of applicable federal, state
and local laws, and regulations thereunder, including without limitation usury
laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the
Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal
Trade Commission Act, applicable state adaptations of the Uniform Consumer
Credit Code and other consumer credit, equal credit opportunity and disclosure
laws.

(g)Binding Obligation.  Each Loan constitutes the
legal, valid and binding payment obligation in writing of the related Obligor,
enforceable by the holder thereof in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the enforcement of creditors' rights
in general and by general principles of equity, regardless of whether such
enforceability shall be considered in a proceeding in equity or at law.

(h)No Bankrupt Obligors. None of the Loans is due
from any Obligor who is the subject of a bankruptcy, repossession, insolvency or
reorganization proceeding or is bankrupt or is insolvent. 

(i)No Government Obligors. None of the Loans is
due from the United States or any state, or from any agency, department or
instrumentality of the United States or any state or local government.

(j)Loans in Force.  No Loan has been satisfied,
subordinated or rescinded, nor has any Financed Vehicle been released in whole
or in part from the lien granted by the related Loan. Seller has not received
notice that any Loan will be paid in full (whether by virtue of a demand
statement or otherwise).

(k)No Amendments.  No Loan has been amended or
modified and no provision of a Loan has been waived in such a manner that the
total number of scheduled payments has been increased, the time period for
payments to be made has been extended, the number of days between any payments
has been extended, the related amount financed has been increased, or the amount
owed under such Loan has been reduced, except as is consistent with the Purchase
Criteria and disclosed to Purchaser in writing prior to the applicable Transfer
Date. Seller is not required to perform any additional service for, or perform
or incur any additional obligation to, such Obligor in order for Seller to
enforce such Loan. The obligation of the original Obligor of such Loan has not
been assigned to and has not been released to or assumed by another Person
unless the release or assumption was properly documented and disclosed to
Purchaser in writing prior to the applicable Transfer Date. 

(l)No Defenses. Seller knows of no facts that
would give rise to any right of rescission, setoff, counterclaim or defense,
including but not limited to the defense of usury, nor has the same been
asserted or threatened, with respect to any Loan.

(m)No Liens.  No liens or claims have been filed,
including liens for work, labor or materials relating to a Financed Vehicle,
that are liens prior to, or equal with, the security interest in such Financed
Vehicle granted by the related Loan, which liens have not been released or
satisfied. Seller has received no notice of any claims for taxes, labor,
materials, fines, confiscation, or replevin relating to the Loan or Financed
Vehicle. Seller has received no notice of any unsatisfied claim against the
Obligor based on the operation or use of such Financed Vehicle. All taxes due
for the purchase, use and ownership of the Financed Vehicle have been paid.  All
taxes due on the transfer of such Loan to Seller have been paid.

(n)No Default; No Repossession. All payments
required under each Loan have been made up to the date the Loan is sold.  There
is no default, breach, violation or event of acceleration existing under the
terms of any Loan nor has any event occurred which, upon the giving of notice or
the lapse of time, or both, would constitute a default, breach, violation or
event of acceleration under the Loan; Seller has not waived any of the
foregoing; and no Financed Vehicle has been repossessed during the life of the
Loan.

(o)Insurance. Each Financed Vehicle is insured
against loss under a policy issued by an insurer qualified to do business in the
jurisdiction where the vehicle is located, in a form such that it may be
endorsed to Purchaser as loss payee, in amounts adequately protecting
Purchaser's security interest in the Financed Vehicle relating to such Loan (the
"Required Obligor Insurance").  To the best of Seller's knowledge,
there are no facts or circumstances that could provide a basis for revocation
of, or a defense to any claims made under, any insurance policy covering a
vehicle. Seller has received no notice of (1) cancellation of any such Required
Obligor Insurance or (2) of any delinquent insurance
premiums with respect to any such Required Obligor Insurance. 

(p)Good Title.  It is the intention of the Seller
that the transfer and assignment of each Loan herein contemplated constitutes a
sale of such Loan from the Seller to the Purchaser and that the beneficial
interest in and title to such Loan not be part of the debtor's estate in the
event of the filing of a bankruptcy petition by or against the Seller under any
bankruptcy law.  No Loan has been sold, transferred or assigned by the Seller to
any Person and, except for any pledge which has been terminated or released in
respect of such Loan on or prior the Transfer Date, no Loan has been pledged by
the Seller to any Person.  No provision of a Loan shall have been waived, except
for a waiver that would not cause representation 3.03(k) above to be untrue; on
the Transfer Date, Seller has good and marketable title to each Loan free and
clear of all liens and rights of others and has the full right to transfer and
sell such Loan; and immediately upon payment of the Purchase Price by Purchaser,
the Purchaser shall have good and marketable title to each Loan, free and clear
of all liens and rights of others.

(q)Lawful Assignment.  No Loan shall have been
originated in, or shall be subject to the laws of, any jurisdiction under which
the sale, transfer and assignment of such Loan under this Agreement or pursuant
to a transfer of the related certificate of title shall be unlawful, void or
voidable. The terms of the Loan do not require the Obligor to consent to the
transfer, sale or assignment of the Loan or prohibit its transfer, sale or
assignment.

(r)Intentionally left blank.


(s)Chattel Paper.  Each Loan constitutes
"chattel paper" as defined in the Uniform Commercial Code.

(t)Intentionally left blank.

(u)Loan for Refinance of Vehicle. The proceeds of
the Loan have been used for the Obligor's refinance of the Financed Vehicle.


(v)Intentionally left blank.

(w)Possession of Financed Vehicle. Obligor is in
possession of the Financed Vehicle related to the Loan, and to the best of
Seller's knowledge there is no arrangement for the regular use of such Financed
Vehicle by a Person other than the Obligor, such Financed Vehicle has not been
materially damaged and not repaired, and is in good operating condition,
ordinary wear and tear excepted.

(x)Jurisdiction of Origination. Each Loan was
originated by Seller, and made to an Obligor in one of the jurisdictions listed
in Exhibit D.

(y)Purchase Criteria. Each Loan was originated in
accordance with, and satisfies the requirements of the Purchase Criteria set
forth in Exhibit C hereto.

(z)Loan Payments. The Seller has not advanced
funds, or induced, solicited or knowingly received any advance of funds from a
party other than the Obligor, directly or indirectly, for the payment of any
amount required under the Loan.

(aa)No Adverse Selection. The Seller has used no
adverse selection procedures in selecting the Loans offered to the
Purchaser.

(bb)Fraud. No error, omission, misrepresentation,
negligence, fraud or similar occurrence with respect to a Loan has taken place
on the part of Seller or on the part of any person including without limitation
the Obligor or any other party involved in the origination of the Loan or in the
application of any insurance in relation to such Loan.

(cc)Legal Capacity. To the best of Seller's
knowledge, all parties to the Loan had legal capacity to enter into the Loan and
to execute and deliver the Loan, and the Loan has been duly and properly
executed by such parties.

(dd)Loan Proceeds Disbursed. The proceeds of the
Loan have been fully disbursed and there is no requirement for future advances
thereunder.

(ee)Additional Collateral. The Loan is not and has
not been secured by any collateral except the lien against the related Financed
Vehicle.

(ff)Perfection of Security Interest. If the
related Financed Vehicle is located in a jurisdiction in which notation of a
security interest on the title document is required or permitted to perfect such
security interest, the title document shows, if a new or replacement title
document with respect to such Financed Vehicle is being applied for, such title
document will be issued and delivered to Purchaser within 180 days (subject to
any extensions of time as set forth in Section 5.07) and will show, the Seller,
Purchaser or its nominee as the first and only lienholder against the Financed
Vehicle. 

(gg)Contents of Loan File. As of the Transfer
Date, all Records and other documents required hereby, and mutually agreed to by
the parties, to be in the Loan File are contained therein.

The representations and warranties of the Seller shall
survive closing and termination of this Agreement and shall inure to the benefit
of the Purchaser, its successors and assigns, notwithstanding any restricted
endorsement or assignment.  With respect to the representations and warranties
regarding the Loans contained in this Section 3.03 that are made to the
best of the Seller's knowledge, if it is discovered that any such representation
or warranty is found to be inaccurate when made, in a manner that materially and
adversely affects any Loan, the Purchaser shall be entitled to all the remedies
to which it would otherwise be entitled to under this Agreement absent such
knowledge qualification, including, without limitation, the repurchase
requirements contained herein. 


ARTICLE IV

Closing and Post Closing



4.01Conditions of Closing. The obligation of
Purchaser to consummate the transactions contemplated hereby is subject to the
satisfaction of the following conditions precedent on or before each Transfer
Date or such other date as provided below, any of which may be waived in writing
by Purchaser: 



(a)Seller shall have performed and observed in all
material respects its obligations and covenants as set forth in this Agreement;


(b)The representations and warranties of Seller set
forth in Sections 3.02 and 3.03 of this Agreement shall be true and
correct in all material respects as of the Transfer Date (or such other date as
specified in Sections 3.02 or 3.03 as if made on the Transfer Date);








(c)With respect to the initial Transfer Date,
Seller has delivered to Purchaser a fully executed copy, in a form satisfactory
to Purchaser, of (1) the Agreement for Deposit of Purchase Price and Release of
Liens of Bank One, NA on Chattel Paper and Instruments, among Seller, Purchaser
and Bank One, NA, (2) the Agreement for Release of Liens on Chattel Paper and
Instruments, among Seller, Purchaser and The Charles Schwab Corporation, and (3)
the Agreement for Release of Liens on Chattel Paper and Instruments, among
Seller, Purchaser and Christian Larsen.



(d)         With respect to each Transfer Date, to the extent
Seller shall have granted liens in favor of any Person which require a release
agreement pursuant to Section 5.10, Seller shall have delivered to
Purchaser a release agreement satisfying the requirements of such Section
5.10. 






	Limited Power of Attorney. Seller hereby appoints
Purchaser, its agents, employees, successors and assigns, as its attorney in
fact, with the full power of substitution, for the limited purpose of (1)
endorsing Seller's name on any checks, drafts, money orders or other forms of
payment payable to Seller that may come into Purchaser's possession with respect
to any Loan purchased by Purchaser under this Agreement, and (2) executing any
form or document necessary to effectuate the assignment of a Loan in accordance
with this Agreement, or to create, perfect, assign or release a first priority
security interest in a vehicle securing a Loan in favor of Purchaser. Seller
hereby irrevocably authorizes Purchaser at any time and from time to time to
file in any Uniform Commercial Code jurisdiction any initial financing
statements or amendments thereto that cover the Loans purchased pursuant to this
Agreement, and that contain any other information required by Part 5 of Article
9 of the Uniform Commercial Code or such jurisdiction for the sufficiency or
filing office acceptance of any financing statement or amendment. Seller agrees
to furnish all such information to Purchaser promptly upon request therefore as
will enable Purchaser to make such filings.



ARTICLE V

Additional Covenants



5.01Confidentiality and Privacy Obligations of the
Parties.



(a)From and after the date hereof, Seller and
Purchaser (including, for purposes of this Section 5.01, Seller's and
Purchaser's respective directors, officers, employees, subsidiaries, affiliates,
agents and advisors) shall treat all information received from the other party
during the negotiation or performance of the Agreement concerning the business,
assets, operations and financial condition of such other party, (the
"Confidential Information") as confidential, unless and to the extent
that such party can demonstrate that such information was already known to it or
in the public domain; and neither party shall use any Confidential Information
for any purposes except in furtherance of the transaction contemplated by this
Agreement.



(b)Neither party shall be deemed to have violated the
covenants set forth in this Section 5.01 if such party shall be required
to disclose any Confidential Information in compliance with any legal process,
order or decree, whether issued by any court or government agency of competent
jurisdiction or pursuant to any applicable regulatory requirement or otherwise,
in which event such party shall use its reasonable best efforts first to give
the other prompt written notice, unless notice is prohibited by law (in which
case such notice shall be provided as early as may be legally permissible), of
any such request so that the other party may, in its discretion and at its
expense, seek a protective order or other appropriate remedy.



(c)Any exchange of Confidential Information shall be
solely for the purpose of negotiating or performing this Agreement, and shall be
provided only to those authorized individuals of a party who are directly
involved in negotiating or performing the Agreement and who are directed by the
receiving party to treat such information confidentially in accordance with the
requirements of this Section 5.01. 



(d)Upon the request of the disclosing party, the
other party shall promptly return all Confidential Information received in
connection with the transaction, and shall promptly destroy such materials
containing such information (and any copies, extracts, and summaries thereof)
and shall further provide the other party with written confirmation of such
return or destruction upon request.



(e)The Seller acknowledges that in the course of
performing this Agreement, the Seller will receive certain non-public personal
information about Purchaser's customers that falls within the provisions of the
Right to Financial Privacy Act of 1978, as amended, the Gramm-Leach-Bliley Act
of 1999 and the regulations promulgated thereunder by the Office of Thrift
Supervision  (12 CFR 573), and other applicable law. The Seller agrees to
maintain the confidentiality of all such information in accordance with
applicable law. The Seller further agrees not to disclose or use any such
information except to perform its obligations under this Agreement or is
otherwise permitted by such Federal regulation or any similar state statutes or
regulations relating to the privacy of non-public personal information by which
the Seller and/or the Purchaser may be bound. 

This Section 5.01 shall survive termination or
expiration of this Agreement. The covenants of the parties contained in this
Section 5.01 shall survive closing and termination of this Agreement,
except as, and to the extent termination hereof may be necessary, in order to
comply with legal, accounting or regulatory requirements.



5.02Cooperation of Parties.






	From the date hereof until the Transfer Date, Purchaser
and Seller each shall (i) execute and deliver such instruments and take such
other actions as the other party hereto may reasonably request in order to carry
out and implement this Agreement; and (ii) promptly notify the other party upon
becoming aware of any order, decree or complaint seeking to restrain or enjoin
the execution of this Agreement or the performance of the transactions
contemplated hereunder. 



(b)After the Transfer Date, the parties agree to (i)
promptly cooperate with each other with respect to the processing of pending
payments and transactions which originated prior to the Transfer Date and (ii)
promptly execute and deliver such instruments and take such other actions as the
other party hereto may reasonably request in order to carry out and implement
this Agreement. 

(c)Seller and Purchaser shall each comply with the
notice requirements of any applicable law. Each party shall assist the other in
complying with notice requirements that relate to both parties, or that require
information in the possession or control of the other party. Such compliance and
assistance by each party shall include, without limitation, sending its own
notices to Obligors of the transfer of servicing from Seller to Purchaser, at
such party's own expense, and providing each other with any information that
either party has or has access to that the other party reasonably requires to
complete its notices.  If requested in writing by Purchaser, Purchaser shall
have the right to approve any such notices to be sent by Seller, and, if
requested in writing by Seller, Seller shall have the right to approve any such
notices to be sent by Purchaser, prior to the date mailed. Purchaser and Seller
may elect to send a joint notice which each shall have the opportunity to review
and approve.



5.03Subsequent Sale of the Loans.  Seller
acknowledges and agrees that Purchaser may in the future sell, transfer or
otherwise assign the Loans in whole or in part, to a third party for the purpose
of securitization or otherwise. Notwithstanding anything to the contrary
contained in this Agreement, Seller agrees to take all reasonable steps, at
Purchaser's expense, to assist the Purchaser, if the Purchaser so requests, in
securitizing the Loans and selling undivided interests in such Loans in a public
offering or private placement or selling participating interests in such Loans.
Seller shall cooperate with the Purchaser in connection with any Whole Loan
Transfer or Pass-Through Transfer contemplated by the Purchaser pursuant to this
Section 5.03.  In connection therewith, Seller agrees to: 



(a)execute all agreements required to be executed in
connection with such Whole Loan Transfer or Pass-Through (and any other
documents incidental thereto, including officer's certificates) as the Purchaser
shall reasonably request, which agreements  shall contain provisions
substantially similar to those set forth herein and customarily included in
secondary market securitized transactions with respect to like assets, including
a reconstitution agreement restating the representations and warranties
contained in Section 3.01 as of the reconstitution date and the
representations and warranties contained in Section 3.02 as of the
related Closing Date; 



(b)cooperate with respect to all reasonable requests
regarding  due diligence; 



(c)deliver, at the expense of the Purchaser and subject
to any applicable privacy and/or confidentiality requirements under  federal or
state law or regulation, including without limitation, any  U.S. Securities and
Exchange Commission rules, for inclusion in any prospectus, private placement
memorandum or other offering material or disclosure document such written
information regarding the Seller, its financial condition, delinquency,
foreclosure and loss experience as shall be reasonably requested by the
Purchaser and to indemnify and hold harmless the Purchaser and any affiliate of
the Purchaser for liabilities, losses and expenses arising in connection with
any material misstatement contained in such written information or any omission
of a material fact the inclusion of which was necessary to make such written
information not misleading;



(d)deliver, at the expense of the Purchaser, such
statements and audit letters of reputable certified public accountants
pertaining to the written information provided by the Seller referred to in
clause (c) above as may be requested by the Purchaser; and 



(e)deliver, at the expense of the Purchaser, such
opinions of counsel as are customarily delivered by originators in connection
with Whole Loan Transfers or Pass-Through Transfers.

5.04Expenses; Taxes. Each of the parties hereto
shall bear its own legal, accounting and other costs in connection with the
transaction contemplated by this Agreement. Each party shall pay their own
applicable federal, state and local taxes incurred in their performance under
this Agreement.



5.05Non Solicitation. With respect to each Loan
sold to Purchaser under this Agreement, Seller agrees that Seller will not
directly solicit the respective Obligors to apply for, or offer to such
Obligors, any auto-secured loan product to refinance the Loan. For the purposes
of this Section 5.05, the phrase "directly solicit" shall not
include general advertising directed to the general public at large, mass
mailings based on commercially acquired mailing lists, newspaper, radio and
television advertisements and information brochures which indicate services the
Seller offers, including refinances. 



5.06Indemnification.  Seller shall indemnify, hold
harmless and defend Purchaser, its affiliates and any of their officers,
directors, employees, shareholders, agents and representatives from and against
any claims, losses, liabilities, demands, obligations and settlement amounts,
including, without limitation, reasonable attorneys' fees and expenses, which
any of them may receive, suffer or incur in connection with (i) the inaccuracy
of any representation or warranty of Seller contained or referred to herein,
(ii) the breach of any agreement or covenant of (x) Seller set forth or
referred to herein or (y) any third party set forth in any agreement
referenced in Section 4.01(d) or delivered pursuant to Section
5.10 or (iii) Seller's ownership of the Loans prior to the applicable
Transfer Date, including any third-party litigation, proceeding, claim or other
similar matter in connection with the Loans relating to Seller's action or
inaction prior to the applicable Transfer Date.  



Purchaser agrees to provide Seller with prompt written notice
of any such claim, demand or action, including copies thereof and any
correspondence and other documentation relating thereto.  Seller shall have the
right to take over the defense of any such claims, demands, actions, suits, or
proceedings through counsel selected by Seller and reasonably acceptable to
Purchaser, to compromise and/or settle the same and to prosecute any available
appeals or reviews of any adverse judgment or ruling that may be entered
therein; provided, however, that Seller shall not enter into any
settlement without Purchaser's prior written consent, and, provided,
further, that if Seller elects not to assume such defense, or counsel for
Purchaser reasonably advises Purchaser that there are issues which raise
conflicts of interest between Seller and Purchaser, Purchaser may retain counsel
reasonably satisfactory to it after consultation with Seller and Seller shall
pay the reasonable fees and expenses of such counsel in accordance with the
terms of this Agreement.  Purchaser and Seller shall cooperate with respect to
the investigation, defense and resolution of all such matters. 



5.07Repurchase upon Breach.  Notwithstanding any
provision of this Agreement to the contrary, if Purchaser provides written
notice to Seller that (i) any of the Seller representations and warranties in
Section 3.02 or 3.03 hereof relating to the Loans have been found
to be inaccurate or untrue, or (ii) the Seller has breached any agreement or
covenant of Seller set forth or referred to herein, and in either case, such
inaccuracy or breach materially and adversely affects any Loan, and such
inaccuracy or breach is not cured within thirty (30) days following delivery of
Purchaser's written notice to Seller, then Seller, at Purchaser's option, will
be obligated upon the expiration of such 30-day period either to repurchase the
Loan or reimburse Purchaser for monetary damages incurred as a result of the
inaccuracy or breach; provided, however, that should Seller, as a
result of any delay in the recording office of the applicable jurisdiction, be
unable to deliver to Purchaser the original certificate of title with respect to
a Loan within the 180 day period set forth in the representation contained in
3.03 (ff) hereof, Seller shall be entitled to sixty (60) additional days to
effect such delivery.  The Repurchase Price shall be equal to (i) the UPB of the
Loan at the time of repurchase; plus (ii) accrued but unpaid interest on the UPB
at the Loan interest rate from the last date through which interest has been
paid and distributed to the Purchaser through the date of repurchase; plus (iii)
any Additional Compensation paid to the Seller in connection with the
repurchased Loan; plus Purchaser's reasonable expenses incurred in connection
with the repurchase.   Such repurchase or reimbursement, together with
the indemnification provided in Section 5.06 hereof, shall be Purchaser's
sole remedies with respect to a breach of Seller's representations and
warranties in Section 3.03 hereof. 



5.08Assignments. Seller shall assign at Seller's
expense, Seller's interest in each Loan, effective as of the Transfer Date, in
order to evidence the transfer of Seller's interest in the Loans to Purchaser in
such manner as may be reasonable and appropriate, and as mutually agreed by the
parties. Seller further agrees, from time to time following the applicable
Transfer Date, to execute any individual assignments  necessary to effect
assignment of each Loan to Purchaser.



5.09Maintenance of Perfection; Annual Lien Search.
Seller agrees that (a) it will not, without providing Purchaser with 30 days'
prior written notice, (i) change its jurisdiction of incorporation or (ii)
change its corporate name; and (b) upon Purchaser's request made no more than
once per calendar year, it will provide Purchaser with UCC lien search results
in the name of Seller in Seller's jurisdiction of organization.



5.10Additional Lien Releases.  Seller agrees that
it shall not grant or incur (whether in connection with the sale of any loan to
another loan purchaser or otherwise) any lien in favor of any Person (other than
the Persons described in Section 4.01(d)) that is (i) on Seller's
interest in any chattel paper, documents or instruments representing direct
loans arising from the finance of sales of motor vehicles, or any proceeds
thereof, and (ii) the subject of any financing statement filed under the UCC;
provided that Seller may grant such liens upon obtaining and delivering
to Purchaser an agreement of such Person, in form satisfactory to Purchaser,
which excludes or releases from the liens acquired by such Person any Loans
purchased by Purchaser pursuant to this Agreement.  



 

ARTICLE VI

Termination

6.01Termination by Mutual Agreement. It is
understood and agreed by the parties that Seller is not obligated to offer to
sell any Loans to Purchaser and Purchaser is not obligated to buy any Loans from
Seller, except as set forth in a Confirmation and subject to the terms of this
Agreement. This Agreement may be terminated and the transactions contemplated
hereby may be abandoned by mutual consent and upon the written agreement of the
parties hereto, or by either party without cause upon thirty (30) days prior
written notice to the other party, provided that there is no then-pending Event
of Default by either party. No later than seven (7) business days of Seller's
receipt of a notice of termination by Purchaser, or Seller's issuance of a
notice of termination to Purchaser, Seller shall provide Purchaser with a list
of Loans for which applications are pending  ("Loan(s) in Process").
The parties' respective rights and obligations under Article II  of this
Agreement, solely with respect to such Loan(s) in Process, shall continue for a
period of forty-five (45) days following the Seller's issuance of the Loans in
Process list; provided, however, that in the event the termination notice is
issued by Seller, such continuation following the termination date shall be at
Purchaser's sole discretion. Further, notice of termination by either party
shall not relieve either of the parties of its respective obligations, or
deprive either party of its respective rights under this Agreement with respect
Loans that were the subject of a Confirmation as of  receipt of such termination
notice.

6.02Termination for Cause. This Agreement may be
terminated by either party upon the following Events of Default: 



(a)in the event of a material breach by the other party of this
Agreement, which shall not have been remedied to the reasonable satisfaction of
the non-breaching party within thirty (30) days after written notice of the
material breach or failure to satisfy is delivered to the party in default;
provided, however, that the non-breaching party shall retain its
ability to bring a claim for damages and/or equitable relief against the party
in default and to seek all available remedies from the party in default in
accordance with this Agreement in connection with such breach or failure
notwithstanding any termination of the Agreement pursuant to this Section
6.02(a); and further provided, that notice of termination by
Purchaser under this Section 6.02(a) shall relieve Purchaser of any
obligation under Section 2.01(b) of this Agreement to purchase Loans that are
the subject of a Confirmation as of the date of such notice, and/or under
Section 6.01 of this Agreement with respect to Loans in Process.



(b)in the event of (i) the filing of a decree or order
for relief by a court having jurisdiction in the premises in respect of Seller
or any substantial part of its property in an involuntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidation, assignee, custodian,
trustee, sequestrator or similar official for Seller or for any substantial part
of its property, or ordering the winding-up or liquidation of Seller's affairs;
or (ii) the commencement by Seller of a voluntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or the consent by Seller to the entry of an order for relief in an
involuntary case under any such law, or the consent by Seller to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for Seller or for any substantial part of its
property, or the making by Seller of any general assignment for the benefit of
creditors, or the failure by Seller generally to pay its debts as such debts
become due, or the taking of action by Seller in furtherance of any of the
foregoing (both Sections 6.02(b)(i) and (b)(ii) being referred to as an
"Insolvency Event").



6.03Notice of Termination. Except with respect to
any Insolvency Event, in which case termination shall be automatic without the
requirement of any notice, to exercise the right to terminate as provided in
this Article VI, the exercising party must advise the other party in
writing, which notice shall be effective immediately upon being received by the
other party.



6.04Effect of Termination.  The termination of
this Agreement pursuant to Section 6.01 or 6.02 shall not release either
party hereto from any liability or obligation to the other party hereto arising
from a breach of any provision of this Agreement occurring prior to
termination.



 

ARTICLE VII

Miscellaneous Provisions



7.01Survival of Covenants, Representations and
Warranties.  Except to the extent otherwise provided herein, the
representations, warranties, covenants and agreements in this Agreement or in
any instrument, document, agreement or schedule delivered pursuant to this
Agreement shall survive closing and/or termination of this Agreement.



7.02Waiver.  Each party hereto, by written
instrument signed by duly authorized officers of such party, may extend the time
for the performance of any of the obligations or other acts of the other party
hereto and may waive, but only as affects the party signing such
instruments:



(a)any inaccuracies in the representations or
warranties of the other party contained or referred to in this Agreement or in
any document delivered pursuant hereto;



(b)compliance with any of the covenants or agreements
of the other party contained in this Agreement;



(c)the performance (including performance to the
satisfaction of a party or its counsel) by the other party of such of its
obligations set out herein; and



(d)satisfaction of any condition to the obligations
of the waiving party pursuant to this Agreement;



provided, that in each case, no waiver shall be deemed
to be or construed as a further or continuing waiver of such terms, conditions
or obligations or of any other term, condition or obligation.



7.03Notices.  Any notice or other communication
required or permitted pursuant to this Agreement shall be effective only if it
is in writing and delivered personally, by facsimile transmission, by overnight
courier or by registered or certified return-receipt mail, postage prepaid
addressed as follows:



If to Seller:E-LOAN

5875 Arnold Road

Dublin, California 94568

Attention: Stephen Herz, Vice President


Telephone:  (925) 560-2811

Fax:  (925) 803-3507
With a copy to Edward A. Giedgowd, General Counsel, at the
same address, fax: (925) 803-3503

















If to Purchaser:E*TRADE Bank

671 North Glebe Road

Arlington, Virginia 22203

Attention:  Rob Snow, Vice President

             E*TRADE Global Asset
Management

Telephone:(703) 236-8181

Fax: (703) 247-2778

With a copy to John A. Buchman, General
Counsel



or to such other person or address as any such party may
designate by notice to the other party and shall be deemed to have been given as
of the date received.



7.04Assignment; Parties in Interest; Amendment.
This Agreement may not be assigned by the Seller without the prior written
consent of the Purchaser. Subject to the foregoing, this Agreement is binding
upon and is solely for the benefit of the parties hereto and their respective
successors and permitted assigns. No person who is not a signatory hereto shall
have any rights or benefits under this Agreement, either as a third party
beneficiary or otherwise. This Agreement cannot be amended or modified, except
by a written agreement executed by the parties hereto



7.05Entire Agreement. This Agreement supersedes
any and all oral or written agreements and understandings heretofore made
relating to the subject matter hereof and contains the entire agreement of the
parties relating to the subject matter hereof.  Exhibits and attachments to this
Agreement are incorporated into this Agreement by reference and made a part
hereof.



7.06Governing Law. This Agreement shall be
governed by, and construed in accordance with, the internal laws of the
Commonwealth of Virginia, without regard to the provisions thereof regarding
choice of law. 



7.07Severability.  Any term or provision of this
Agreement which is invalid or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction.  If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.



7.08Counterparts.  This Agreement may be executed
in several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.



7.09Definitions; Sections and Headings. The
sections and headings used in this Agreement are inserted for convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.



7.10Waiver of Jury Trial.  EACH PARTY
HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



 

IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by the respective officers thereunto
duly authorized, all as of the date first above written.



E*TRADE BANK, Purchaser


By: ____________________



Its:  ____________________



 

E-LOAN, Inc.  Seller



 

By:  ______________________



Its:  _______________________



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A

SCHEDULE OF LOANS



For each Loan, the schedule will include the following (except as
otherwise specified herein):


Field

Account #

Obligor Name

Obligor SSN

Last Known Address

Contract Date


Next Payment Date

Maturity Date

First Payment Date


Term

Original Principal Balance

Current Principal Balance (if different from Original Principal Balance)


APR

New/Used

Year/Make/Model

LTV (as of origination date)

Co-obligor Name

Co-obligor SSN

Co-obligor Address


FICO Score

Debt-to-Income Ratio


EXHIBIT B

CONTENTS OF THE LOAN FILE


1. The original signed note and security agreement
evidencing the Loan, together with any agreements modifying such Loan,
including, without limitation, any extension agreements.


2.  A copy of the application for the certificate of title
relating to each Financed Vehicle, showing Seller, Purchaser or its nominee as the sole lienholder or legal owner,
and subject to Section 5.07 of this Agreement, within 180 days of the
applicable Transfer Date, the original certificate of title.


3.  A true and complete copy of the
credit application of the applicable Obligor.



4.  A true and complete copy of the duly executed odometer
statement with respect to the Financed Vehicle related to such Loan (if such
Financed Vehicle is a used Vehicle), which statement may be included in the bill
of sale.



5.  A true and complete copy of the duly executed notice to
co-signer delivered to the co-signer, if any, related to such Loan, which notice
may be set forth in the note and security agreement.



6.  A true and complete copy of all other agreements,
documents and instruments evidencing, securing or guarantying such Loan.



 

 

 

EXHIBIT C

PURCHASE CRITERIA



[ ** ]



EXHIBIT D 

LIST OF STATES



 

All States and the District of Columbia in the United
States, except for the States of Alaska, Hawaii and Illinois.



 



EXHIBIT E

ADDITIONAL COMPENSATION



[ ** ] 

EXHIBIT F

FORM OF OFFER



 

 


	
Offer to Sell Loans - E*Trade

Offer Date: ____________



E-LOAN, Inc. hereby offers the following Loans
for sale to E*TRADE Bank, in accordance with Section 2.01 of the Flow Purchase
and Sale Agreement dated ___________ between E-LOAN, Inc. and E*TRADE Bank.


	
	
	
	

	
	
	
	

	
Customer
Name
	
Loan Amount 


	
Loan
Number
	
Loan Date

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	






 

EXHIBIT G

FORM OF CONFIRMATION



 

 


	
Confirmation to Purchase
Loans

Confirmation Date: __________


E*TRADE Bank hereby agrees to
purchase on _______, 200_, the following Loans from E-LOAN, Inc. in accordance
with Section 2.01 of the Flow Purchase and Sale Agreement dated
___________ between E-LOAN, Inc. and E*TRADE Bank.

	
	
	
	
	

	
	
	
	
	

	
Customer
Name
	
Loan Amount


	
Loan
Number
	
Loan Date
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	







 

EXHIBIT H

FORM OF LOAN EXCEPTION REPORT



 

 


	
Loan Exception Report

Dated _____________



The following Loans were
included in an Offer to Sell Loans dated __________ delivered to E*TRADE Bank by
E-LOAN, Inc., and have not been accepted for purchase by E*TRADE Bank for the
Reasons for Exception set forth below. Upon satisfaction of the conditions set
forth below in respect of any Loan, such Loan may be included in a subsequent
Offer to Sell Loans, in accordance with Section 2.01 of the Flow Purchase
and Sale Agreement dated ___________ between E-LOAN, Inc. and E*TRADE
Bank.

	
	
	
	
	

	
	
	
	
	

	
Customer
Name
	
Loan
Amount
	
Loan
Number
	
Contract
Date
	
Reason for
Exception

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	







 

EXHIBIT I

LIENS AND ENCUMBRANCES



 

See attached copies of UCC searches for 

California, Delaware, Florida and Ohio.