E-LOAN is engaged in the business of, among other things, maintaining and managing Internet computer servers and web sites whereby consumers can request information about auto loans and apply for auto loans. WFS is in the business of providing loans and other financial products and services to its customers. E-LOAN and WFS desire to provide to consumers a broader range of available financing for consumers who seek auto loans through E-LOAN's computer servers and web sites. E-LOAN and WFS desire to enter into an arrangement whereby E-LOAN will forward to WFS certain applications for auto loans from consumers pursuant to the terms and conditions of this Agreement and E-LOAN will assist WFS in communicating with, forwarding WFS loan documentation to consumers relating to loan consummation, and assisting in "Loan" (defined herein) consummation.

NOW, THEREFORE, in consideration of the mutual benefits to be derived from this Agreement, the promises, agreements, representations, warranties and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, E-LOAN and WFS hereby agree as follows:

1. Affiliate means any person or entity which directly, or indirectly through one or more intermediaries, owns or controls, is owned or controlled by, or is under common control or ownership with, E-LOAN or WFS, respectively, or their respective ultimate parent.
2. Applicant means each consumer, whether applicant, applicants, cosigner(s) or guarantor(s), who complete an Application.

4. Borrower means with respect to each Loan, the borrower or borrowers specified in the Loan, including without limitation, any and all makers, cosigners, guarantors or other persons or entities liable for the debt.
5. Business Day means Monday through Friday, excluding Federal holidays on which either E-LOAN or WFS is closed.
6. Conversion Percentage means the number of Loans in the prior calendar month that resulted from Applications submitted to WFS by E-LOAN under this Agreement, divided by the number of Applications submitted to WFS by E-LOAN in the prior calendar month.
7. Credit Product(s) means an automobile loan or other lending products offered by WFS pursuant to this Agreement.
8. Eligibility Criteria means the credit terms, current rates, underwriting or credit scoring criteria, underwriting guidelines set forth in Exhibit B or other information prescribed by WFS in its sole discretion from time to time to be used in determining the eligibility of the consumers visiting the E-LOAN Website for the Credit Products. This information may be modified or supplemented by WFS at any time in its sole discretion.
9. Law means all federal, state and local laws, rules and regulations as now in effect and as amended from time to time, including without limitation, all consumer protection laws, the federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, and the Fair Debt Collection Practices Act and each of their respective regulations.
10. Loan(s) means a promissory note and security agreement for the purchase or refinancing of a new or used "Vehicle" (defined herein) entered into between WFS and Borrower.
11. Loan Documents means promissory notes, disclosure statements, security agreements and such other forms and documents as WFS shall deem appropriate or reasonably necessary in order for WFS to make loans.
12. Party or Parties means E-LOAN and/or WFS.
13. Program means the arrangement generally described in this Agreement and the specific arrangements described in attached and incorporated Exhibit A, A1 and B to this Agreement.
14. State(s) means the states listed in attached and incorporated Exhibit C, where the Parties expect to offer the Program.
15. Term means the initial term and any renewal term of this Agreement, as set forth in Section 10.
16. Vehicle means a private passenger motor vehicle, light truck, or van for personal, family or household use and eligible as security under WFS's Eligibility Criteria.

1. Compliance with Law. Each Party will perform all of its activities, obligations and responsibilities contemplated under this Agreement in compliance with all applicable Law and will obtain all licenses or permits as may be required by any applicable Law, except to the extent that party is exempted, in order to conduct the activities contemplated hereunder.
2. Reports. To the extent permitted by applicable Law WFS will, at various times, deliver reports to E-LOAN containing various information as the Parties may mutually agree upon in writing (regarding the number of denied and Approved Loans and the aggregate Program Marketing and Service Fee).

1. Record Retention. Each party shall, at its own expense, maintain data, information, records and documents relating to Applications transferred pursuant to this Agreement, in such manner and for such time period as is required by applicable Law. Each party shall cooperate with one another and make such records available to regulatory authorities to satisfy state or federal audit requirements. If a party has reasonable grounds to believe a default has occurred under this Agreement, that party shall have the right to review the records of the other party upon reasonable notice, and at the others party's expense provided that the requesting party shall be entitled to review only those records necessary to determine existence and extent of the default.
2. Electronic Interface. The Parties shall cooperate, work together and move forward in a reasonably timely manner in establishing an electronic interface whereby WFS will be able to receive Applicant information and Applications electronically transmitted via the Internet from E-LOAN and send application status information back to E-LOAN.

1. Authorizations. E-LOAN shall: (i) acquire and maintain in effect all governmental regulatory authorizations, licenses, certificates of authority, registrations, and permits of every type from every State required by applicable Law for the business and operations of E-LOAN and the Program.
2. Cooperation. E-LOAN shall cooperate and work in good faith with WFS to implement the Program as promptly as possible and to coordinate with WFS in its participation in the Program.
3. Referral of Applicants and Applications. From time to time during the Term of this Agreement, E-LOAN shall refer Applications to WFS, and shall sell, assign, transfer, convey and deliver to WFS, and WFS shall purchase from E-LOAN, Applications ultimately resulting in booked Loans as provided in this Agreement. All Applications transferred pursuant to this Agreement shall be transferred without recourse, subject to the terms, conditions, representations and warranties of this Agreement. With respect to each Application, E-LOAN shall obtain the Applicant's authorization to submit the Application to WFS and for WFS to obtain credit bureau information. Each Application submitted to WFS by E-LOAN shall be in a format acceptable to WFS, and shall include the completed application form relating to each Applicant and such other information as mutually agreed by the parties. In determining whether to submit an Application to WFS, E-LOAN shall apply the Eligibility Criteria, and shall only submit Applications that E-LOAN reasonably believes satisfy the Eligibility Criteria. E-LOAN shall provide prior written notice to WFS of any changes to the form documents for Applications, and shall update the forms as necessary to comply with applicable Law.
4. Communication with Applicants. With respect to Applications referred to WFS under this Agreement, E-LOAN shall communicate with the Applicant with regard to the status of the Application, and shall pass on to the Applicant such status information received by E-LOAN from WFS, including the credit decision and such information as provided on Exhibit A or A1, as applicable, and as amended from time to time by mutual agreement of the parties. E-LOAN shall assist Applicants in the completion of Loan Documents and have such Applicants execute applicable promissory notes, disclosure statements, security agreements, and other related forms and documents in accordance with the instructions received from time to time by E-LOAN from WFS and in accordance with applicable Law. E-LOAN shall forward completed Loan Documents to WFS in accordance with the procedures established from time to time by WFS.
5. Acceptance of Completed Loan Documents. Except for fraud or misrepresentation discovered by WFS prior to funding a loan WFS shall approve and accept delivery from E-LOAN of Loan Documents completed in accordance with WFS's instructions. Acceptance of any Loan Documents by WFS does not waive any breach by E-LOAN of any of E-LOAN warranties, representations, or obligations contained in this Agreement or any failure of E-LOAN to perform in good faith any of its obligations under this Agreement or any of WFS's rights with respect thereto. All of the warranties, representations and obligations of the parties with respect to any Application or Loan documents shall survive WFS's acceptance of any Loan documents.

7. Representations and Warranties of WFS. WFS represents and warrants to E-LOAN, which representations and warranties shall be effective throughout the Term of this Agreement, as follows:

1. conflict with, result in a breach of, or constitute a default under the Articles of Incorporation or Bylaws of WFS or any Law applicable to WFS, or any court or administrative order or process, or any contract, agreement, arrangement, commitment or plan to which WFS or any Affiliate of WFS is a party or by which they are bound (each, a "WFS Agreement").

1. Consumer Information. No consumer information will be obtained by fraud or fraudulent representations and no oral or written agreement exists or will exist whereby any of the consumer information forwarded to WFS will be varied in any way.
2. Reliance. WFS may rely upon the foregoing representations and warranties of E-LOAN irrespective of any of the information or knowledge obtained by it of anything contrary to or inconsistent therewith.
3. Ordinary Course of Business. The services to be performed by E-LOAN under this Agreement are in the ordinary course of the business of E-LOAN.

1. Credit Application. With respect to each Application submitted by E-LOAN to WFS for its consideration, E-LOAN agrees and does hereby warrant, represent and covenant: (i) that to the best of E-LOAN's knowledge the information on the Application is accurately described, (ii) that E-LOAN has not altered any information in the Application without the Applicant's consent, as of the time E-LOAN submits it to the WFS, (iii) that E-LOAN has not received, directly or indirectly, and will refuse to accept any reimbursement or payment for the WFS Credit Application (other than from WFS), (iv) that all the statements made by the Applicant in the Application are true and complete to the best knowledge of E-LOAN and E-LOAN has timely disclosed to WFS any information of which it has actual knowledge pertaining to the eligibility of the Applicant, (v) that E-LOAN has complied with all applicable Law and regulations applicable to its services under this Agreement, including, without limitation, Equal Credit Opportunity Act ("ECOA"), the Fair Credit Reporting Act ("FCRA"), and Regulation B.
2. Trademarks. E-LOAN owns each of its logos, which will be utilized in the Program free and clear of all liens, encumbrances, and claims of any kind. WFS agrees to obtain E-LOAN's prior specific written permission and approval for each intended use of E-LOAN's trademark on marketing materials (whether written or electronic) and all forms.

1. Compliance. All dealings with the Applicant(s) regarding completion and execution of the Loan Documents comply with all applicable federal and state Law and regulations for the protection of consumers or otherwise applicable. All disclosures and notices required by Law will be completed with true and correct information and the disclosures will contain no misrepresentations.
2. Vehicle Title. With respect to the Private Party/Person to Person Purchase Program, as described in Exhibit A1, any Vehicle described in the Loan Documents, title to which is required to be evidenced by a certificate of title issued by the state motor vehicle division or agency, or any other bureau, agency or jurisdiction, shall (a) have valid certificates of title issued thereof for which E-LOAN shall apply or cause to be made, evidencing each Borrower's ownership of the Vehicle and that WFS's lien to secure payment of the Loan is noted on such title as a valid, first lien on the Vehicle; and (b) that such Vehicle will be covered by valid, effective physical damage insurance at the time of the closing of the Loan (as evidenced by a valid insurance card or binder or other similar proof of insurance); and (c) E-LOAN agrees to furnish evidence of the application for title with WFS shown as loss payee at the time of disbursement of the Loan proceeds; and (d) the certificate of title showing WFS as the lienholder shall be forwarded to WFS by E-LOAN or state DMV, as the case may be, within one hundred and twenty (120) days from the date of the Loan.

9. Confidentiality Requirements. The Parties may provide each other with information, whether in writing or orally, concerning each Party or its respective Affiliates that is proprietary and Confidential to such Party, including, but not limited to, past, current or possible future products, services, projects, business operations, marketing ideas, objectives, methodology, strategy, financial data and results, borrower and applicant information, credit underwriting models or criteria, competitive advantages and disadvantages, processes, technology, specifications, and "Trade Secrets" (defined herein) (collectively "Proprietary and Confidential Information"); provided however, that the term "Proprietary and Confidential Information" does not include information (a) which is (or which becomes) generally available to the public for legitimate reasons other than as a result of disclosure in breach of this Agreement, (b) which has been lawfully disclosed by a third party who did not impose any restriction on disclosure, (c) which has been independently developed by a Party or was rightfully possessed prior to the execution of this Agreement, (d) which is required to be disclosed by Law or court order, provided that the disclosing Party will exercise reasonable efforts to notify the other Party prior to disclosure. Except as otherwise provided in this Agreement, each Party agrees it will not without the other Party's prior written consent (i) disclose the specific terms of this Agreement except that either Party may make such disclosures as appropriate to its Affiliates, auditors, consultants, or regulatory agencies, or as compelled by law and may disclose in general terms the relationship resulting from this Agreement, or (ii) disclose to any third party any Proprietary and Confidential Information of the other Party for so long as the pertinent information or data remains Proprietary and Confidential Information, except as required to perform its obligations under this Agreement or except with the express written consent of the other Party or pursuant to a subpoena, including without limitation, an administrative subpoena, a court order or other order or demand of a governmental or regulatory agency or body. Each Party will take reasonable precautions to assure that Proprietary and Confidential Information received from the other Party will be held in confidence and disclosed only to those employees, agents or contractors of the receiving Party who have a reason to know of this Agreement or the Proprietary and Confidential Information or whose duties reasonably relate to legitimate business purposes or to develop, implement and perform the transactions contemplated by this Agreement. Each Party also agrees, upon the request of the other Party, to return or destroy any such Proprietary and Confidential Information of the other Party and any copies or reproductions thereof upon expiration or termination of this Agreement. "Trade Secrets" means business or technical information, including but not limited to a formula, pattern, program, device, compilation of information, method, technique, process or underwriting guideline that (a) derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and (b) is subject to protection under federal or state copyright or patent laws.

10. TERM AND Termination.

1. By either Party, immediately without any notice, upon the commencement of any insolvency, bankruptcy, receivership, liquidation or similar proceeding against the other Party;

11. Indemnification.

1. Indemnification by E-LOAN. E-LOAN shall indemnify, defend and hold WFS and its Affiliates and their respective employees, officers, directors and stockholders (collectively, "WFS Indemnified Parties") harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, (including, without limitation, reasonable attorneys' fees and other legal costs and expenses) which WFS Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with the breach or the failure of E-LOAN to: (a) properly discharge any of its duties or obligations under this Agreement and/or Program; or (b) comply with any and all covenants, conditions, warranties, representations, terms, conditions and limitations contained in this Agreement and/or Program.
2. Indemnification by WFS. WFS shall indemnify, defend and hold E-LOAN and its Affiliates and their respective employees, officers, directors and stockholders (collectively, "E-LOAN Indemnified Parties") harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable attorneys' fees and other legal costs and expenses) which E-LOAN Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with the breach or failure of WFS to: a) properly discharge any of its duties or obligations under this Agreement, and/or Program or (b) comply with any and all covenants, conditions, warranties, representations, terms, conditions and limitations contained in this Agreement and/or Program.

If to E-LOAN: E-Loan, Inc.

5875 Arnold Road

Dublin, CA 94568

Attention: Curtis Kuboyama

Facsimile Number: 925-803-3507

Facsimile Number: 949-754-4855

23. LOAN-SOLICIATION. From the date of this Agreement until the respective Loan with WFS is paid in full, E-LOAN agrees that it and its Affiliates will not directly solicit any Borrower to apply for, or directly offer to such Borrower any financial products, the proceeds of which could be used to pay off or refinance such Borrower's respective Loan with WFS, including, without limitation, the solicitation or offering of any loan, line of credit, retail installment contract, home equity loan or line of credit, or any other credit product.
24. Miscellaneous. This Agreement: (i) shall be binding on, inure to the benefit of and be enforceable by the parties and their respective heirs, successors and valid assigns; (ii) shall be governed by, construed under and enforced in accordance with the laws of the State of California (without regard to conflict of law principles); (iii) may be executed in multiple counterparts and by facsimile, each of which shall be deemed an original but all of which together shall constitute one and the same instrument; (iv) (together with all Exhibits and Schedules hereto), each of which is hereby incorporated into this Agreement, constitutes the entire agreement between the Parties relating to the subject matter hereof and there are no representations, warranties or commitments except as set forth herein, and this Agreement supersedes all prior understandings, negotiations and discussions, written or oral, of the Parties relating to the transactions contemplated by this Agreement; and (v) may be assigned by either Party only with the prior written consent of the other Party, which shall not be unreasonably withheld or delayed, provided, that such written consent shall not be required if a Party desires to assign this Agreement (a) pursuant to a reorganization or a sale of all or substantially all of the stock or assets of the assignor, or (b) to an Affiliate or successor which assumes and can fulfill all of the assigning Party's responsibilities hereunder.

26. ATTORNEYS' FEES. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

IN WITNESS WHEREOF, the parties have executed this Financial Services Agreement effective as of the date first written above.

By: By:

Name: Name:

Title: Title:

Date Date:

By: By:

Name: Name:

Title: Title:

Date Date:

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PROGRAM DESCRIPTION

[*]

NOTE: The Underwriting Guidelines outlined in this Exhibit are to be used as guidelines for determining which Applicant's are eligible for approval consideration. Traditional credit judgment criteria such as stability, probability of a skip hazard, etc. still apply - in other words, even though an Application may meet all of the qualifying criteria as described below for a particular program, it does not mean that the Application will be automatically approved, except as listed below under Superpreferred Pre-Approval Requirements.

[*]

[*]

Exhibit B may be amended at WFS's sole discretion.

Exhibit C may be amended to delete states at WFS's sole discretion.

WFS shall pay E-LOAN for each loan entered into between WFS and Borrower pursuant to the following Schedule C. On or before the 15^th day of each month, WFS shall pay E-LOAN the aggregate Program Marketing and Service Fees for all Loans made in the prior calendar month pursuant to this Agreement.

Program and Marketing Service

Fee Per Loan Conversion Percentage

[*] [*]

During the first ninety (90) days from the date the loan is entered into between WFS and Borrower (the "recapture period"), E-LOAN shall refund to WFS the Program Marketing and Service Fee paid to E-LOAN prorated based on the actuarial method if (i) the Borrower prepays the Loan in full before maturity, (ii) the Borrower defaults, (iii) a bankruptcy action is filed by or against Borrower or (iv) WFS repossess the vehicle, whether due to default in the terms of the Loan or by a voluntary repossession at the request of the Borrower.