EXECUTION VERSION DEPOSITOR SALE AGREEMENT

Exhibit 10.2

EXECUTION VERSION

DEPOSITOR SALE AGREEMENT

Between

E*TRADE BANK,

as Transferor

and

ETCF ASSET FUNDING CORPORATION,

as Depositor

Dated as of December 16, 2004

TABLE OF CONTENTS

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RECITALS

DEPOSITOR SALE AGREEMENT dated as of December 16, 2004 (this “ Agreement ”), between ETCF ASSET FUNDING CORPORATION, a Nevada corporation (the “ Depositor ”) and E*TRADE BANK, a federal savings bank (“ E*TRADE Bank ” or the “ Transferor ”).

WHEREAS, the Depositor desires to purchase Receivables from the Transferor; and

WHEREAS, the Transferor is willing to sell such Receivables to the Depositor.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions . Except as otherwise specified herein or as the context may otherwise require, capitalized terms used herein (including in the RECITALS ) have the respective meanings assigned thereto in Appendix A to the Transfer and Servicing Agreement for all purposes of this Agreement. “ Transfer and Servicing Agreement ” means the Transfer and Servicing Agreement, dated the same date as this Agreement, among E*TRADE RV and Marine Trust 2004-1, the Depositor, and E*TRADE Consumer Finance Corporation (“ E*TRADE Consumer Finance ”), as Servicer, as the same may be amended, amended and restated or otherwise modified from time to time.

SECTION 1.02. Other Definitional Provisions .

(a) All terms defined in Appendix A to the Transfer and Servicing Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

(c) The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Article and Section references contained in this Agreement are references to Articles and Sections in this Agreement unless otherwise specified; the term “including” shall mean “including without limitation”; and the word “or” is not exclusive.

(d) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(e) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, amended and restated or otherwise modified from time to time and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

(f) Each reference to the “close of business” on a particular day shall mean 5:00 p.m. (New York City time) on such day.

ARTICLE II

Sale of Receivables

SECTION 2.01. Sale . The Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (subject to the obligations of the Transferor set forth herein), and the Depositor hereby purchases from the Transferor, all right, title and interest of the Transferor in, to and under (but none of the obligations of the Transferor under):

(a) all of the Receivables and all moneys received thereon after the Cut-Off Date;

(b) (i) the security interests in the Financed Assets (other than Federally Documented Boats) created pursuant to the Receivables and any other interest of the Transferor in the Financed Assets, and (ii) the Boat Mortgage Trust Agreement (but only to the extent relating to the Federally Documented Boats);

(c) any proceeds with respect to the Receivables and Financed Assets under any Insurance Policies and all claims under such Insurance Policies;

(d) any proceeds from recourse to Dealers with respect to Receivables that are not Purchased Receivables (other than any premium rebates owing to, or received by Transferor from a Dealer in accordance with the Transferor’s Customary Practices);

(e) any Financed Asset, relating to a Receivable, acquired in repossession;

(f) the contents of the Receivable Files with respect to Receivables and all rights, benefits and proceeds arising therefrom or in connection therewith;

(g) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts, and all investments and proceeds thereof (including all income thereon); and

(h) the proceeds of any and all of the foregoing.

The Receivables and other items covered by clauses (a) through (h) of this Section 2.01 shall be referred to collectively as the “ Transferor Sold Property ”.

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SECTION 2.02. Purchase Price . (a) The purchase price to be paid to the Transferor by the Depositor for the Transferor Sold Property shall be stated in a separate written agreement between the parties (the “ Cash Purchase Price ”) which represents the fair market value of Transferor Sold Property as agreed upon by Transferor and Depositor on the Closing Date.

(b) The Cash Purchase Price shall be payable in full in cash by the Depositor on the Closing Date.

SECTION 2.03. Intent of the Parties . (a) The Transferor and the Depositor intend that the sale by the Transferor to the Depositor of the right, title and interest of the Transferor in, to and under the Receivables and the other Transferor Sold Property pursuant to this Agreement shall constitute a true sale and not a loan, that such sale is absolute, unconditional and irrevocable, providing the Depositor with the full risks and benefits of ownership of the Receivables and other Transferor Sold Property, and that the Transferor retain no interest in, to or under the Receivables and the other Transferor Sold Property. However, in the event that, notwithstanding the intent of the parties, such sale is deemed to be a transfer for security and not a sale, then (i) the Transferor shall be deemed to have granted, and in such event does hereby grant, to the Depositor to secure the Transferor’s obligations hereunder a first priority security interest in all of its right, title and interest in, to and under the Transferor Sold Property, and (ii) this Agreement shall constitute a security agreement under applicable law with respect to such sale.

(b) No party hereto shall take any action that is inconsistent with the ownership of the Transferor Sold Property by the Depositor, it being understood that this sentence shall not prevent the transfer of the Transferor Sold Property by the Depositor to the Issuer in accordance with the Transfer and Servicing Agreement. Each party hereto shall inform any Person inquiring about the Receivables that the Transferor Sold Property has been sold by the Transferor to the Depositor and sold by the Depositor to the Issuer (and such transfers shall be reflected in the accounting records and computer systems of the parties hereto). Without limiting the generality of the foregoing, for accounting, tax and other purposes each party hereto shall treat the transfer of the Transferor Sold Property by the Transferor to the Depositor as a sale by the Transferor to the Depositor. Notwithstanding any other provision of this Agreement, no Person shall have any recourse to E*TRADE Consumer Finance, the Transferor, the Depositor or the Servicer on account of the financial inability of any Obligor to make payments in respect of a Receivable.

ARTICLE III

The Receivables

SECTION 3.01. Representations and Warranties as to Receivables . The Transferor makes the following representations and warranties as to the Receivables, on which representations and warranties each of the Depositor and the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the transfer and assignment of the Receivables to the Issuer and the Grant thereof to the Indenture Trustee pursuant to the Indenture.

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(i) Characteristics of Receivables . All of the Receivables were acquired by the Transferor from E*TRADE Consumer Finance. Each Receivable (A) was fully and properly executed by the parties required to execute such Receivable, (B) contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral security, (C) is fully amortizing and provides for level monthly payments which may vary from one another by no more than fifty dollars ($50) and which, if made when due, shall fully amortize the Amount Financed over the original term, (D) provides for, in the event that such Receivable is prepaid in full, payment of an amount that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment calculated at a rate at least equal to its Annual Percentage Rate, (E) provides for the payment of interest at a fixed Annual Percentage Rate, and (F) provides that payments thereon are to be applied in accordance with the Simple Interest Method. If a Receivable was originated by a Dealer, such Receivable, to the knowledge of the Transferor, (I) was originated by the Dealer for the retail sale of a Financed Asset in the ordinary course of such Dealer’s business, (II) was purchased from such Dealer for new value under a Dealer Agreement and (III) was validly assigned by the Dealer to Thor Credit Corporation or E*TRADE Consumer Finance and, if to Thor Credit Corporation, to E*TRADE Consumer Finance and from E*TRADE Consumer Finance to the Transferor. To the knowledge of the Transferor, such Dealer had all necessary licenses and permits to originate Receivables in the state where such Dealer was located. If a Transferor Receivable was originated by E*TRADE Consumer Finance or an Affiliated Originator, such Transferor Receivable was originated for value by E*TRADE Consumer Finance or such an Affiliated Originator, as applicable, in the ordinary course of its business to finance the purchase of, or refinance, the related Financed Asset by the related Obligor and was validly assigned by E*TRADE Consumer Finance or such an Affiliated Originator, as applicable, to the Transferor. The Transferor, E*TRADE Consumer Finance and such Affiliated Originator, as applicable, had all necessary licenses and permits to originate or purchase, as applicable, each Receivable at the time of its origination or purchase, as applicable. At the time each Receivable was purchased by the Transferor, any related Financed Asset was, to the knowledge of the Transferor, to be used primarily for personal, family, or household purposes rather than for business or commercial purposes. The Receivables were selected by the Transferor from its portfolio of recreational vehicle and marine receivables. No selection procedures believed to be adverse to the Depositor, the Issuer or the Noteholders were used in selecting the Receivables.

(ii) No Fraud or Misrepresentation . To the knowledge of the Transferor, each Receivable originated by a Dealer was originated by the Dealer and sold by the Dealer to E*TRADE Consumer Finance or the applicable Affiliated Originator without any fraud or misrepresentation on the part of such Dealer.

(iii) Compliance with Law . To the knowledge of the Transferor, 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 Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act, state motor vehicle retail installment sales acts and lending acts and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit laws and equal credit

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opportunity and disclosure laws) in respect of all of the Receivables and each and every sale of Financed Assets relating thereto, have been complied with in all material respects, and each Receivable and the sale of the Financed Asset evidenced by each Receivable complied at the time it was originated or made and now complies in all material respects with all applicable legal requirements, including the laws and regulations contemplated by this clause (iii) .

(iv) Origination . Each Receivable was originated in the United States of America.

(v) Binding Obligation . Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law; and all parties to each Receivable had full legal capacity to execute and deliver such Receivable and all other documents related thereto and to grant the security interest purported to be granted thereby.

(vi) No Government Obligor . No Obligor of a Receivable is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

(vii) Obligor Bankruptcy . At the Cut-Off Date, no Obligor was noted on the records of the Transferor as being the subject of a current bankruptcy proceeding.

(viii) Schedule of Receivables . The information with respect to Receivables set forth in the Schedule of Receivables is true and correct in all material respects as of the close of business on the Cut-Off Date.

(ix) Marking Records . By the Closing Date, the Transferor shall have caused the portions of its electronic ledger relating to the Receivables to be clearly and unambiguously marked to show that the Receivables have been sold absolutely from the Transferor and are property of the Trust.

(x) Computer Tape . The Computer Tape was complete and accurate as of the Cut-Off Date and includes a description of the same Receivables that are described in the Schedule of Receivables.

(xi) Chattel Paper . The Receivables constitute chattel paper within the meaning of the UCC as in effect in the states in which the Obligors reside.

(xii) One Original . There is only one original executed copy of each Receivable.

(xiii) Receivable Files Complete . There exists a Receivable File pertaining to each Receivable and, to the knowledge of the Transferor, such Receivable File contains (a) a fully executed original of the Receivable, with a fully executed assignment thereof in blank or from the related Dealer to E*Trade Consumer Finance or the applicable Affiliated Originator (and then assigned E*Trade Consumer Finance), as the case may be, if such

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Receivable was acquired from a Dealer, (b) a signed representation letter or agreement from the Obligor named in the Receivable pursuant to which the Obligor has agreed to obtain physical damage insurance for the Financed Asset, or copies thereof, (c) the Title Document or Lien Certificate (which may be held separately from the Receivable) or a copy of the application therefor or, except with respect to Federally Documented Boats, a certification from the Servicer that it has received confirmation from an authorized official of the appropriate governmental office of the existence of the first lien of the E*Trade Consumer Finance or the Affiliated Originator, as applicable, with respect to the Financed Asset relating to a Receivable and (d) a credit application signed by the Obligor, or a copy thereof. Each of such documents which is required to be signed by the Obligor has been signed by the Obligor in the appropriate spaces. Each of the foregoing documents has been correctly prepared. The complete file for each Receivable currently is in the possession of the Servicer.

(xiv) Receivables in Force . No Receivable has been satisfied, subordinated or rescinded, and the Financed Asset securing each such Receivable has not been released from the lien of the related Receivable in whole or in part. No provisions of any Receivable have been waived, altered or modified (except that E*TRADE Consumer Finance as servicer may have, for administrative purposes, modified the due date of a Receivable to a different date in the month, which modification is reflected in its servicing records) in any respect since its origination, except by instruments or documents identified in the Receivable File. No Receivable has been modified as a result of application of the Servicemembers Civil Relief Act, as amended.

(xv) Lawful Assignment . No Receivable was originated in, or is subject to the laws of, any jurisdiction the laws of which (a) would make unlawful, void or voidable the transfer and assignment of such Receivable under this Agreement or the pledge of such Receivable under the Indenture or (b) would impair the validity or enforceability of any Receivable because of any such transfer, assignment or pledge.

(xvi) Good Title . No Receivable has been sold, transferred, assigned or pledged by the Transferor except pursuant to this Agreement; immediately prior to the sale of the Receivables by the Transferor to the Depositor pursuant to this Agreement, the Transferor had good and indefeasible title to the Receivables, free and clear of any Lien. No Dealer has a participation in, or other right to receive, payments or proceeds in respect of any Receivable. The Transferor has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance Policies or the related Dealer Agreements or to payments due under such Receivables. This Agreement is effective to transfer to the Depositor all of the right, title and interest of the Transferor in, to and under the Receivables.

(xvii) Security Interest in Financed Asset . (A) Each Receivable (together with its related mortgage, if applicable), except with respect to Receivables related to Federally Documented Boats, has created a valid, binding and enforceable first priority security interest in favor of the Transferor in the related Financed Asset, which is in full force and effect and which has been perfected. Each Title Document and Lien Certificate contained in the Receivables Files shows E*Trade Consumer Finance or the applicable Affiliated Originator or, with respect to the Federally Documented Boats, the Boat Mortgage Trustee, as the holder of a first priority security

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interest in such Financed Asset. With respect to each Receivable for which the Title Document or Lien Certificate is not contained in the related Receivable File, the Servicer has either received written evidence that such Title Document or Lien Certificate showing E*Trade Consumer Finance or the applicable Affiliated Originator as first lienholder has been applied for or, except with respect to Federally Documented Boats, has certified in writing in the related Receivable File that it has received confirmation from the appropriate governmental office of the existence of the first lien of the E*Trade Finance or the applicable Affiliated Originator with respect to the related Financed Asset. The security interest of the E*Trade Finance or the applicable Affiliated Originator in each such Financed Asset (other than Federally Documented Boats) has been validly assigned (x) in the case of security interests with respect to which Thor is the Affiliated Originator, by Thor to E*Trade Consumer Finance pursuant to the ETCFC Flow Purchase Agreement and (y) in the case of security interests with respect to which E*Trade Consumer Finance is the originator or assignee of Thor, by E*Trade Consumer Finance to the Transferor pursuant to a Bank Purchase Agreements and by the Transferor to the Depositor pursuant to this Agreement. E