0001082337-02-000001 Sample Contracts

FLOW PURCHASE AND SALE AGREEMENT (Refinance Loans)
Flow Purchase and Sale Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Virginia

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").

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AMENDMENT NUMBER FIVE to the MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER FIVE (this "Amendment") is made this 1st day of January, 2002, between E-LOAN, INC. ("Borrower") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. ("Lender") to the MASTER LOAN AND SECURITY AGREEMENT, dated as of May 10, 1999 between Lender and Borrower, as otherwise amended (the "Loan Agreement").

Contract
Mortgage Loan Purchase and Sale Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Virginia

This Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2001 is executed between E*TRADE Bank, a federally chartered savings batik with offices at 671 North Glebe Road, Arlington, Virginia 22203 as Purchaser (the "Purchaser"), and E-LOAN, Inc. as seller and servicer (the "Seller").

Third Amendment to Auto Loan Purchase and Sale Agreement
Purchase and Sale Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents

This THIRD AMENDMENT ("Amendment") to the Auto Loan Purchase and Sale Agreement dated and effective May 1, 2000 by and between E-LOAN, Inc. ("E-LOAN") and Wells Fargo Bank, N.A. - Auto Finance Group ("Wells Fargo" or "Correspondent"), as amended by the First Amendment to Auto Loan Purchase and Sale Agreement dated March 15, 2001 (collectively, the Agreement") is entered into and effective on this 16th day of November, 2001.

AMENDMENT NUMBER FOUR to the MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER FOUR (this "Amendment") is made this 14th day of November, 2001, between E-LOAN, INC. ("Borrower") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. ("Lender") to the MASTER LOAN AND SECURITY AGREEMENT, dated as of May 10, 1999, between Lender and Borrower, as otherwise amended (the "Loan Agreement").

SECOND MODIFICATION AGREEMENT
Second Modification Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS SECOND MODIFICATION AGREEMENT (the "Agreement") is made as of the 17th day of December, 2001, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

GMAC Residential Funding November 9, 2001 Mr. Steve Majerus Vice President, Secondary Marketing E-Loan, Inc. 5875 Arnold Road Dublin, California 94569
E Loan Inc • April 1st, 2002 • Mortgage bankers & loan correspondents

This letter shall serve as the second amendment (the "Commitment Amendment") to the GMAC-Residential Funding ("GMAC-RFC") Master Commitment dated as of October 23, 2001 by and between GMAC-RFC and E-Loan, Inc. All other terms and conditions of the GMAC-RFC Master Commitment not amended in the Commitment Amendment shall remain in full force and effect.

AMENDMENT NUMBER ONE to the Custodial Agreement dated as of June 21, 2000 By and Among E-LOAN, INC., BANKERS TRUST COMPANY OF CALIFORNIA, N.A. and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Custodial Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER ONE (this "Amendment") is made this 21st day of March, 2002, among E-LOAN, INC. (the "Borrower"), Bankers Trust Company of California, N.A. (the "Custodian") and Greenwich Capital Financial Products, Inc. (the "tender") to the CUSTODIAL AGREEMENT, dated as of June 21, 2000 (the "Custodial Agreement").

SECOND MODIFICATION AND EXTENSION OF LOAN AGREEMENT AND OTHER LOAN DOCUMENTS BY AND BETWEEN BANK ONE, NA, AND E-LOAN, INC.
Second Modification and Extension of Loan Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents

This Second Modification and Extension of Loan Agreement and Other Loan Documents ("Modification Agreement") is entered into as of April 1, 2002, by and between BANK ONE, NA, a national banking association with its principal offices in Columbus, Ohio ("Lender") and E-LOAN, INC., a Delaware corporation, ( "Borrower").

AMENDED AND RESTATED NOTE
E Loan Inc • April 1st, 2002 • Mortgage bankers & loan correspondents

This Amended and Restated Note ("Amended and Restated Note"), amends, restates and supersedes all prior notes, including that certain Note dated November 1, 2001 in the amount of $50,000,000 ("Original Note"). However, this Amended and Restated Note shall in no way extinguish the Borrower's unconditional obligation to repay all Indebtedness as defined in the Warehouse Credit Agreement dated as of November 1, 2001 as amended (as so amended, the "Warehouse Credit Agreement"). This Note is secured by the Warehouse Security Agreement dated as of November 1, 2001 as amended.

ORIGINATOR MASTER COMMITMENT FOR ENHANCED AOT MASTER COMMITMENT [ ** ] E-Loan, Inc. Seller/Servicer [ ** ]
Enhanced Aot Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents

This is a Master Commitment ("Master Commitment") #[ ** ], dated August 21, 2001, by and between the Federal Home Loan Mortgage Corporation ("Freddie Mac") and E-Loan ("Originator"), Seller/Servicer #[ ** ]. This Master Commitment establishes the terms and conditions under which Mortgages originated by Originator will be eligible for purchase by Freddie Mac from Wells Fargo Home Mortgage, Inc. ("Direct Seller") under the Enhanced AOT Uttering. The sale and servicing of Mortgages under this Master Commitment shall be governed by the terms and requirements of the applicable Purchase Documents, as that term is defined in the Freddie Mac Sellers' and Servicers' Guide (the "Guide").

AMENDMENT TO AUTO LOAN PURCHASE AND SALE AGREEMENT
Auto Loan Purchase and Sale Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents

THIS SECOND AMENDMENT ("Amendment") to the AUTO LOAN PURCHASE AND SALE AGREEMENT ("Agreement") dated and effective June 5, 2000, by and between E- LOAN, Inc. ("E-LOAN") and AmeriCredit Financial Services, Inc. ("AmeriCredit") is entered into and effective this 17th day of October, 2001.

FOURTH MODIFICATION AGREEMENT
Fourth Modification Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS FOURTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 28th day of March, 2002, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

AMENDMENT NUMBER SIX to the Master Loan and Security Agreement Dated as of May 10, 1999 by and between E-LOAN, INC. and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Loan and Security Agreement • April 1st, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER SIX is made this 1st day of February, 2002, by and between E-LOAN, INC., having an address at 5875 Arnold Road, Dublin, California 94568 (the "Borrower") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Lender"), to the Master Loan and Security Agreement, dated as of May 10, 1999, by and between the Borrower and the Lender, as amended (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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