0001082337-02-000008 Sample Contracts

AMONG
Credit Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York
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EXHIBIT 10.21
Administration Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York
MERRILL LYNCH MORTGAGE CAPITAL INC. AS LENDER AND
Loan Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.19 LIMITED LIABILITY COMPANY AGREEMENT OF E-LOAN AUTO FUND ONE, LLC
Limited Liability Company Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware
Exhibit 10.24 CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York
EXECUTION SERVICING AND CUSTODIAN AGREEMENT
Servicing and Custodian Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York
FLOW PURCHASE AND SALE AGREEMENT (New Originations)
Flow Purchase and Sale Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Virginia

This FLOW PURCHASE AND SALE AGREEMENT (the "Agreement"), dated as of January 23, 2002, 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").

SEVENTH MODIFICATION AGREEMENT
Seventh Modification Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS SEVENTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 29th day of May, 2002, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

THIRD MODIFICATION AGREEMENT
Warehouse Credit Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS THIRD MODIFICATION AGREEMENT (the "Agreement") is made as of the 26th day of February, 2002, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

FIFTH MODIFICATION AGREEMENT
Warehouse Credit Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS FIFTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 18th day of April, 2002, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

Sixth Amendment to Marketing Agreement
Marketing Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents

This Sixth Amendment to Marketing Agreement ("Amendment") dated May 30, 2002, is made and entered into by and between Charles Schwab & Co., Inc., a California corporation, ("Schwab") and E-Loan, Inc., a Delaware corporation ("E-Loan"), and is effective as of July 1, 2002.

SIXTH MODIFICATION AGREEMENT
Modification Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS SIXTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 30th day of April, 2002, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

MARKETING, PROMOTION, DISTRIBUTION AND RELATED SERVICES AGREEMENT
Marketing, Promotion, Distribution and Related Services Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • California

This MARKETING, PROMOTION, DISTRIBUTION AND RELATED SERVICES AGREEMENT ("Agreement") dated as of April 15, 2002, is made by and between zipRealty, Inc., a California corporation having an office at 2000 Powell Street, Suite 1555, Emeryville, California 94608 ("zipRealty") and E-LOAN, Inc., a Delaware corporation ("E-LOAN") having an office at 5875 Arnold Road, Suite 100, Dublin, CA. 94568 ("E-LOAN") zipRealty and E-LOAN, collectively, are referred to herein, as the "Parties."

ORIGINATOR MASTER COMMITMENT FOR ENHANCED AOT OFFERING MASTER COMMITMENT NUMBER #[ ** ] E-LOAN, INC. Dated: May 1, 2002
Master Commitment • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents
Fifth Amendment to Marketing Agreement
Marketing Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents

This Fifth Amendment to Marketing Agreement ("Amendment") dated April ___, 2002, is made and entered into by and between Charles Schwab & Co., Inc., a California corporation ("Schwab") and E-Loan, Inc., a Delaware corporation ("E-Loan"), and is effective as of April ___, 2002.

AUTO LOAN PURCHASE AND SALE AGREEMENT
Auto Loan Purchase and Sale Agreement • August 14th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • California

This Auto Loan Purchase and Sale Agreement ("Agreement") is made on May ___, 2002 (the "Effective Date"), by and between Triad Financial Corporation, d/b/a/ RoadLoans.com, a California corporation with its principal office at 5201 Rufe Snow Drive, North Richland Hills, TX 76180 ("Correspondent") and E-LOAN, Inc., a Delaware corporation with its principal office at 5875 Arnold Road, Dublin, CA 94568 ("E-LOAN").

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