CORRESPONDENT AGREEMENT

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 25 ^th 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:

1. TERM

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

2. TERMINATION
3. 1. This Agreement may be terminated by either party without penalty or cause upon 15 days' written notice to other party.
   2. 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:
   3. 1. 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;
      2. Correspondent fails to deliver acceptable Loans to GMACM under the terms and conditions of this Agreement and the Correspondent Manual;
      3. 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;
      4. Correspondent assigns or attempts to assign its rights and obligations hereunder;
      5. Correspondent by operation of law becomes unable to faithfully perform its duties pursuant to this Agreement; or
      6. 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.
   4. 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.
   5. 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
4. SERVICES OF CORRESPONDENT
5. 1. 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.
   2. " 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).
   3. " 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.
   4. 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.
   5. 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.
   6. 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.
   7. 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.
   8. 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.
   9. 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.
6. 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.

5. 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