E LOAN INC
MURIEL INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>13
<FILENAME>exh10-16.htm
<DESCRIPTION>MURIEL INDEMNIFICATION AGREEMENT
<TEXT>
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<TITLE>Q2 2004 Exhibit 10.16</TITLE>
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<P ALIGN="CENTER">
                                           Exhibit 10.16</P>


<B><P ALIGN="CENTER">E-LOAN, INC.<BR>
FORM OF<BR>
INDEMNIFICATION AGREEMENT</P>
</B><P ALIGN="JUSTIFY">This Indemnification Agreement ("Agreement") is effective
as of July 1, 2004 by and between E-LOAN, Inc., a Delaware corporation (the
"Company"), and Susan Catherine Muriel ("Indemnitee").</P>
<P ALIGN="JUSTIFY">WHEREAS, the Company desires to attract and retain the
services of highly qualified individuals, such as Indemnitee, to serve the
Company and its related entities;</P>
<P ALIGN="JUSTIFY">WHEREAS, in order to induce Indemnitee to continue to provide
services to the Company, the Company wishes to provide for the indemnification
of, and the advancement of expenses to, Indemnitee to the maximum extent
permitted by law;</P>
<P ALIGN="JUSTIFY">WHEREAS, the Company and Indemnitee recognize the continued
difficulty in obtaining liability insurance for the Company's directors,
officers, employees, agents and fiduciaries, the significant increases in the
cost of such insurance and the general reductions in the coverage of such
insurance;</P>
<P ALIGN="JUSTIFY">WHEREAS, the Company and Indemnitee further recognize the
substantial increase in corporate litigation in general, subjecting directors,
officers, employees, agents and fiduciaries to expensive litigation risks at the
same time as the availability and coverage of liability insurance has been
severely limited; and</P>
<P ALIGN="JUSTIFY">WHEREAS, the Company and Indemnitee desire to continue to
have in place the additional protection provided by an indemnification
agreement, with such changes as are required to conform the existing agreement
to Delaware law and to provide indemnification and advancement of expenses to
the Indemnitee to the maximum extent permitted by Delaware law;</P>
<P ALIGN="JUSTIFY">WHEREAS, in view of the considerations set forth above, the
Company desires that Indemnitee shall be indemnified and advanced expenses by
the Company as set forth herein;</P>
<P ALIGN="JUSTIFY">NOW, THEREFORE, the Company and Indemnitee hereby agree as
set forth below.</P>
<OL>

<OL>

<U><P ALIGN="JUSTIFY"><LI>Certain Definitions</U>.</LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>"Change in Control" shall mean, and shall be deemed to
have occurred if, on or after the date of this Agreement, (i)&nbsp;any "person"
(as such term is used in Sections&nbsp;13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company acting in such
capacity or a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of stock of
the Company, becomes the "beneficial owner" (as defined in Rule&nbsp;13d-3 under
said Act), directly or indirectly, of securities of the Company representing
more than 50% of the total voting power represented by the Company's then
outstanding Voting Securities, (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors of nomination for election by the Company's stockholders was approved
by a vote of at least two thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, (iii)&nbsp;the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation
other than a merger or consolidation which would result in the Voting Securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into Voting Securities of
the surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (iv)&nbsp;the stockholders of
the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of (in one transaction or a
series of related transactions) all or substantially all of the Company's
assets.</LI></P>
<P ALIGN="JUSTIFY"><LI>"Claim" shall mean with respect to a Covered Event:  any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, inquiry or investigation that Indemnitee
in good faith believes might lead to the institution of any such action, suit,
proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative, investigative or other.</LI></P>
<P ALIGN="JUSTIFY"><LI>References to the "Company" shall include, in addition to
E-LOAN, Inc., any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger to which E-LOAN, Inc. (or any
of its wholly owned subsidiaries) is a party which, if its separate existence
had continued, would have had power and authority to indemnify its directors,
officers, employees, agents or fiduciaries, so that if Indemnitee is or was a
director, officer, employee, agent or fiduciary of such constituent corporation,
or is or was serving at the request of such constituent corporation as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as Indemnitee
would have had with respect to such constituent corporation if its separate
existence had continued.</LI></P>
<P ALIGN="JUSTIFY"><LI>"Covered Event" shall mean any event or occurrence, from
the date of commencement of Indemnitee's employment with the Company, related to
the fact that Indemnitee is or was a director, officer, employee, agent or
fiduciary of the Company, or any subsidiary of the Company, or is or was serving
at the request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action or inaction on the part of Indemnitee
while serving in such capacity.</LI></P>
<P ALIGN="JUSTIFY"><LI>"Expenses" shall mean any and all expenses (including
attorneys' fees and all other costs, expenses and obligations incurred in
connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, to be a witness in or to
participate in, any action, suit, proceeding, alternative dispute resolution
mechanism, hearing, inquiry or investigation), judgments, fines, penalties and
amounts paid in settlement (if such settlement is approved in advance by the
Company, which approval shall not be unreasonably withheld) of any Claim and any
federal, state, local or foreign taxes imposed on the Indemnitee as a result of
the actual or deemed receipt of any payments under this Agreement.</LI></P>
<P ALIGN="JUSTIFY"><LI>"Expense Advance" shall mean a payment to Indemnitee
pursuant to Section&nbsp;3 of Expenses in advance of the settlement of or final
judgment in any action, suit, proceeding or alternative dispute resolution
mechanism, hearing, inquiry or investigation which constitutes a Claim.</LI></P>
<P ALIGN="JUSTIFY"><LI>"Independent Legal Counsel" shall mean an attorney or
firm of attorneys, selected in accordance with the provisions of
Section&nbsp;2(d) hereof, who shall not have otherwise performed services for
the Company or Indemnitee within the last three years (other than with respect
to matters concerning the rights of Indemnitee under this Agreement, or of other
Indemnitees under similar indemnity agreements).</LI></P>
<P ALIGN="JUSTIFY"><LI>References to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
Indemnitee with respect to an employee benefit plan; and references to "serving
at the request of the Company" shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves
services by, such director, officer, employee, agent or fiduciary with respect
to an employee benefit plan, its participants or its beneficiaries; and if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan, Indemnitee shall be deemed to have acted in a manner "not opposed to the
best interests of the Company" as referred to in this Agreement.</LI></P>
<P ALIGN="JUSTIFY"><LI>"Reviewing Party" shall mean, subject to the provisions
of Section&nbsp;2(d), any person or body appointed by the Board of Directors in
accordance with applicable law to review the Company's obligations hereunder and
under applicable law, which may include a member or members of the Company's
Board of Directors, Independent Legal Counsel or any other person or body not a
party to the particular Claim for which Indemnitee is seeking
indemnification.</LI></P>
<P ALIGN="JUSTIFY"><LI>"Section" refers to a section of this Agreement unless
otherwise indicated.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Indemnification</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Indemnification of Expenses</U>.  Subject to the
provisions of Section&nbsp;2(b) below, the Company shall indemnify Indemnitee
for Expenses to the fullest extent permitted by law if Indemnitee was or is or
becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any Claim (whether by reason
of or arising in party out of a Covered Event), including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Review of Indemnification Obligations</U>.
Notwithstanding the foregoing, in the event any Reviewing Party shall have
determined (in a written opinion, in any case in which Independent Legal Counsel
is the Reviewing Party) that Indemnitee is not entitled to be indemnified
hereunder under applicable law, (i)&nbsp;the Company shall have no further
obligation under Section&nbsp;2(a) to make any payments to Indemnitee not made
prior to such determination by such Reviewing Party, and (ii)&nbsp;the Company
shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse
the Company) for all Expenses theretofore paid to Indemnitee to which Indemnitee
is not entitled hereunder under applicable law; <U>provided</U>, <U>however</U>,
that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee is
entitled to be indemnified hereunder under applicable law, any determination
made by any Reviewing Party that Indemnitee is not entitled to be indemnified
hereunder under applicable law shall not be binding and Indemnitee shall not be
required to reimburse the Company for any Expenses theretofore paid in
indemnifying Indemnitee until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted
or lapsed.)  Indemnitee's obligation to reimburse the Company for any Expenses
shall be unsecured and no interest shall be charged thereon.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Indemnitee Rights on Unfavorable Determination;
Binding Effect</U>.  If any Reviewing Party determines that Indemnitee
substantively is not entitled to be indemnified hereunder in whole or in part
under applicable law, Indemnitee shall have the right to commence litigation
seeking an initial determination by the court or challenging any such
determination by such Reviewing Party or any aspect thereof, including the legal
or factual bases therefor, and, subject to the provisions of Section&nbsp;15,
the Company hereby consents to service of process and to appear in any such
proceeding.  Absent such litigation, any determination by any Reviewing Party
shall be conclusive and binding on the Company and Indemnitee.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Selection of Reviewing Party; Change in Control</U>.
If there has not been a Change in Control, any Reviewing Party shall be selected
by the Board of Directors, and if there has been such a Change in Control (other
than a Change in Control which has been approved by a majority of the Company's
Board of Directors who were directors immediately prior to such Change in
Control), any Reviewing Party with respect to all matters thereafter arising
concerning the rights of Indemnitee to indemnification of Expenses under this
Agreement or any other agreement or under the Company's Certificate of
Incorporation or Bylaws as now or hereafter in effect, or under any other
applicable law, if desired by Indemnitee, shall be Independent Legal Counsel
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).  Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be entitled to be indemnified hereunder under applicable law
and the Company agrees to abide by such opinion.  The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above and to
indemnify fully such counsel against any and all expenses (including attorneys'
fees), claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.  Notwithstanding any other
provisions of this Agreement, the Company shall not be required to pay Expenses
of more than one Independent Legal Counsel in connection with all matters
concerning a single Indemnitee, and such Independent Legal Counsel shall be the
Independent Legal Counsel for any or all other Indemnitees unless (i)&nbsp;the
employment of separate counsel by one or more Indemnitees has been previously
authorized by the Company in writing; (ii)&nbsp;an Indemnitee shall have
provided to the Company a written statement that such Indemnitee has reasonably
concluded that there may be a conflict of interest between such Indemnitee and
the other Indemnitees with respect to the matters arising under this
Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Mandatory Payment of Expenses</U>.  Notwithstanding
any other provision of this Agreement other than Section&nbsp;10 hereof, to the
extent that Indemnitee has been successful on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, in
defense of any Claim, Indemnitee shall be indemnified against all Expenses
incurred by Indemnitee in connection therewith.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Expense Advances</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Obligation to Make Expense Advances</U>.  Upon receipt
of a written undertaking by or on behalf of the Indemnitee to repay such amounts
if it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified therefor by the Company hereunder under applicable law, the Company
shall make Expense Advances to Indemnitee.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Form of Undertaking</U>.  Any obligation to repay any
Expense Advances hereunder pursuant to a written undertaking by the Indemnitee
shall be unsecured and no interest shall be charged thereon.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Determination of Reasonable Expense Advances</U>.  The
partners agree that for the purposes of any Expense Advance for which Indemnitee
has made written demand to the Company in accordance with this Agreement, all
Expenses included in such Expense Advance that are certified by affidavit of
Indemnitee's counsel as being reasonable shall be presumed conclusively to be
reasonable.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Procedures for Indemnification and Expense
Advances</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Timing of Payments</U>.  All payments of Expenses
(including without limitation Expense Advances) by the Company to the Indemnitee
pursuant to this Agreement shall be made to the fullest extent permitted by law
as soon as practicable after written demand by Indemnitee therefor is presented
to the Company, but in no event later than thirty (30) business days after such
written demand by Indemnitee is presented to the Company, except in the case of
Expense Advances, which shall be made no later than ten (10) business days after
such written demand by Indemnitee is presented to the Company.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Notice/Cooperation by Indemnitee</U>.  Indemnitee
shall, as a condition precedent to Indemnitee's right to be indemnified or
Indemnitee's right to receive Expense Advances under this Agreement, give the
Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement.  Notice to the Company shall be directed to the Chief Executive
Officer of the Company at the address shown on the signature page of this
Agreement (or such other address as the Company shall designate in writing to
Indemnitee).  In addition, Indemnitee shall give the Company such information
and cooperation as it may reasonably require and as shall be within Indemnitee's
power.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>No Presumptions; Burden of Proof</U>.  For purposes of
this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of
<U>nolo</U> <U>contendere</U>, or its equivalent, shall not create a presumption
that Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by this Agreement or applicable law.  In addition, neither the failure
of any Reviewing Party to have made a determination as to whether Indemnitee has
met any particular standard of conduct or had any particular belief, nor an
actual determination by any Reviewing Party that Indemnitee has not met such
standard of conduct or did not have such belief, prior to the commencement of
legal proceedings by Indemnitee to secure a judicial determination that
Indemnitee should be indemnified under this Agreement under applicable law,
shall be a defense to Indemnitee's claim or create a presumption that Indemnitee
has not met any particular standard of conduct or did not have any particular
belief.  In connection with any determination by any Reviewing Party or
otherwise as to whether the Indemnitee is entitled to be indemnified hereunder
under applicable law, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Notice to Insurers</U>.  If, at the time of the
receipt by the Company of a notice of a Claim pursuant to Section&nbsp;4(b)
hereof, the Company has liability insurance in effect which may cover such
Claim, the Company shall give prompt notice of the commencement of such Claim to
the insurers in accordance with the procedures set forth in the respective
policies.  The Company shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable
as a result of such Claim in accordance with the terms of such
policies.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Selection of Counsel</U>.  In the event the Company
shall be obligated hereunder to provide indemnification for or make any Expense
Advances with respect to the Expenses of any Claim, the Company, if appropriate,
shall be entitled to assume the defense of such Claim with counsel approved by
Indemnitee (which approval shall not be unreasonably withheld) upon the delivery
to Indemnitee of written notice of the Company's election to do so.  After
delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees or expenses of separate counsel
subsequently retained by or on behalf of Indemnitee with respect to the same
Claim; provided that, (i)&nbsp;Indemnitee shall have the right to employ
Indemnitee's separate counsel in any such Claim at Indemnitee's expense and
(ii)&nbsp;if (A)&nbsp;the employment of separate counsel by Indemnitee has been
previously authorized by the Company, (B)&nbsp;Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and
Indemnitee in the conduct of any such defense, or (C)&nbsp;the Company shall not
continue to retain such counsel to defend such Claim, then the fees and expenses
of Indemnitee's separate counsel shall be Expenses for which Indemnitee may
receive indemnification or Expense Advances hereunder.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Additional Indemnification Rights;
Nonexclusivity</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Scope</U>.  the Company hereby agrees to indemnify the
Indemnitee to the fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by the other provisions of this
Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or
by statute.  In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a Delaware
corporation to indemnify a member of its board of directors or an officer,
employee, agent or fiduciary, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change.  In the event of any change in any applicable law, statute or rule which
narrows the right of a Delaware corporation to indemnify a member of its board
of directors or an officer, employee, agent or fiduciary, such change, to the
extent not otherwise required by such law, statute or rule to be applied to this
Agreement, shall have no effect on this Agreement or the parties' rights and
obligations hereunder except as set forth in Section&nbsp;10(a) hereof.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Nonexclusivity</U>.  The indemnification and the
payment of Expense Advances provided by this Agreement shall be in addition to
any rights to which Indemnitee may be entitled under the Company's Certificate
of Incorporation, its Bylaws, any other agreement, any vote of stockholders or
disinterested directors, the General Corporation Law of the State of Delaware,
or otherwise.  The indemnification and the payment of Expense Advances provided
under this Agreement shall continue as to Indemnitee for any action taken or not
taken while serving in an indemnified capacity even though subsequent thereto
Indemnitee may have ceased to serve in such capacity.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>No Duplication of Payments</U>.  The Company shall not
be liable under this Agreement to make any payment in connection with any Claim
made against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, provision of the Company's Certificate of
Incorporation, Bylaws or otherwise) of the amounts otherwise payable
hereunder.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Partial Indemnification</U>.  If Indemnitee is
entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of Expenses incurred in connection with any Claim, but
not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion of such Expenses to which
Indemnitee is entitled.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Mutual Acknowledgment</U>.  Both the Company and
Indemnitee acknowledge that in certain instances, federal law or applicable
public policy may prohibit the Company from indemnifying its directors,
officers, employees, agents or fiduciaries under this Agreement or otherwise.
Indemnitee understands and acknowledges that the Company has undertaken or may
be required in the future to undertake with the Securities and Exchange
Commission to submit the question of indemnification to a court in certain
circumstances for a determination of the Company's right under public policy to
indemnify Indemnitee.  </LI></P>
<U><P ALIGN="JUSTIFY"><LI>Liability Insurance</U>.  To the extent the Company
maintains liability insurance applicable to directors, officers, employees,
agents or fiduciaries, Indemnitee shall be covered by such policies in such a
manner as to provide Indemnitee the same rights and benefits as are provided to
the most favorably insured of the Company's directors, if Indemnitee is a
director; or of the Company's officers, if Indemnitee is not a director of the
Company but is an officer; or of the Company's key employees, agents or
fiduciaries, if Indemnitee is not an officer or director but is a key employee,
agent or fiduciary.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Exceptions</U>.  Notwithstanding any other provision
of this Agreement, the Company shall not be obligated pursuant to the terms of
this Agreement.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Excluded Actions or Omissions</U>.  To indemnify or
make Expense Advances to Indemnitee with respect to Claims arising out of acts,
omissions or transactions for which Indemnitee is prohibited from receiving
indemnification under applicable law.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Claims Initiated by Indemnitee</U>.  To indemnify or
make Expense Advances to Indemnitee with respect to Claims initiated or brought
voluntarily by Indemnitee and not by way of defense, counterclaim or cross-
claim, except (i)&nbsp;with respect to actions or proceedings brought to
establish or enforce a right to indemnification under this Agreement or any
other agreement or insurance policy or under the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Covered Events, (ii)&nbsp;in specific cases if the Board of Directors has
approved the initiation or bringing of such Claim, or (iii)&nbsp;as otherwise
required under Section&nbsp;145 of the Delaware General Corporation Law,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, Expense Advances, or insurance recovery, as the case may
be.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Lack of Good Faith</U>.  To indemnify Indemnitee for
any Expenses incurred by the Indemnitee with respect to any action instituted
(i)&nbsp;by Indemnitee to enforce or interpret this Agreement, if a court having
jurisdiction over such action determines as provided in Section&nbsp;13 that
each of the material assertions made by the Indemnitee as a basis for such
action was not made in good faith or was frivolous, or (ii)&nbsp;by or in the
name of the Company to enforce or interpret this Agreement, if a court having
jurisdiction over such action determines as provided in Section&nbsp;13 that
each of the material defenses asserted by Indemnitee in such action was made in
bad faith or was frivolous.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Claims Under Section&nbsp;16(b)</U>.  To indemnify
Indemnitee for Expenses and the payment of profits arising from the purchase and
sale by Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or any similar successor
statute.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Counterparts</U>.  This Agreement may be executed in
one or more counterparts, each of which shall constitute an original.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Binding Effect; Successors and Assigns</U>.  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors, assigns (including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company), spouses,
heirs and personal and legal representatives.  The Company shall require and
cause any successor (whether direct or indirect, and whether by purchase,
merger, consolidation or otherwise) to all, substantially all, or a substantial
part, of the business or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.  This Agreement
shall continue in effect regardless of whether Indemnitee continues to serve as
a director, officer, employee, agent or fiduciary (as applicable) of the Company
or of any other enterprise at the Company's request.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Expenses Incurred in Action Relating to Enforcement or
Interpretation</U>.  In the event that any action is instituted by Indemnitee
under this Agreement or under any liability insurance policies maintained by the
Company to enforce or interpret any of the terms hereof or thereof, Indemnitee
shall be entitled to be indemnified for all Expenses incurred by Indemnitee with
respect to such action (including without limitation attorneys' fees),
regardless of whether Indemnitee is ultimately successful in such action, unless
as a part of such action a court having jurisdiction over such action makes a
final judicial determination (as to which all rights of appeal therefrom have
been exhausted or lapsed) that each of the material assertions made by
Indemnitee as a basis for such action was not made in good faith or was
frivolous; provided, however, that until such judicial determination is made,
Indemnitee shall be entitled under Section 3 to receive payment of Expense
Advances hereunder with respect to such action.  In the event of an action
instituted by or in the name of the Company under this Agreement to enforce or
interpret any of the terms of this Agreement, Indemnitee shall be entitled to be
indemnified for all Expenses incurred by Indemnitee in defense of such action
(including without limitation costs and expenses incurred with respect to
Indemnitee's counterclaims and cross-claims made in such action), unless as a
part of such action a court having jurisdiction over such action makes a final
judicial determination (as to which all rights of appeal therefrom have been
exhausted or lapsed) that each of the material defenses asserted by Indemnitee
in such action was made in bad faith or was frivolous; provided, however, that
until such final judicial determination is made, Indemnitee shall be entitled
under Section&nbsp;3 to receive payment of Expense Advances hereunder with
respect to such action.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Period of Limitations</U>.  No legal action shall be
brought and no cause of action shall be asserted by or in the right of the
Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or
personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the timely
filing of a legal action within such two year period; <U>provided</U>,
<U>however</U>, that if any shorter period of limitations is otherwise
applicable to any such cause of action, such shorter period shall
govern.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Notice</U>.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed duly
given (i)&nbsp;if delivered by hand and signed for by the party addressed, on
the date of such delivery, or (ii)&nbsp;if mailed by domestic certified or
registered mail with postage prepaid, on the third business day after the date
postmarked.  Addresses for notice to either party are as shown on the signature
page of this Agreement, or as subsequently modified by written notice.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Consent to Jurisdiction</U>.  The Company and
Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of
the State of Delaware for all purposes in connection with any action or
proceeding which arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be commenced, prosecuted and
continued only in the Court of Chancery of the State of Delaware in and for New
Castle County, which shall be the exclusive and only proper forum for
adjudicating such a claim.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Severability</U>.  The provisions of this Agreement
shall be severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent permitted by
law.  Furthermore, to the fullest extent possible, the provisions of this
Agreement (including without limitation each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable,
that is not itself invalid or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Choice of Law</U>.  This Agreement, and all rights,
remedies, liabilities, powers and duties of the parties to this Agreement, shall
be governed by and construed in accordance with the laws of the State of
Delaware as applied to contracts between Delaware residents entered into and to
be performed entirely in the State of Delaware without regard to principles of
conflicts of laws.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Subrogation</U>.  In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who shall execute all documents
required and shall do all acts that may be necessary to secure such rights and
to enable the Company effectively to bring suit to enforce such rights.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Amendment and Termination</U>.  No amendment,
modification, termination or cancellation of this Agreement shall be effective
unless it is in writing signed by both the parties hereto.  No waiver of any of
the provisions of this Agreement shall be deemed to be or shall constitute a
waiver of any other provisions hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Integration and Entire Agreement</U>.  This Agreement
sets forth the entire understanding between the parties hereto and supersedes
and merges all previous written an oral negotiations, commitments,
understandings and agreements relating to the subject matter hereof between the
parties hereto.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>No Construction as Employment Agreement</U>.  Nothing
contained in this Agreement shall be construed as giving Indemnitee any right to
be retained in the employ of the Company or any of its subsidiaries or
affiliated entities.</LI></P></OL>
</OL>

<P ALIGN="JUSTIFY">IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement as of the date first above written</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<B><FONT SIZE=2><P>E-LOAN, INC.</P>
</B><FONT SIZE=2><P>By:&#9;___<U>/s/ Mark Lefanowicz</U>________<BR>
                Name:&#9;___<U>Mark Lefanowicz</U>__________<BR>
                Title:&#9;___<U>President &amp; COO_</U>_________<BR>
                Address:&#9;6230 Stoneridge Mall Road<BR>
                Pleasanton, CA 94588</DIR>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><FONT SIZE=2><P>AGREED TO AND ACCEPTED</P>
<FONT SIZE=2><P>INDEMNITEE:</P>
</B><FONT SIZE=2><P>_____<U>/s/ Susan Catherine Muriel</U>__________<BR>
Name:<U> Susan Catherine Muriel</P>
</U><FONT SIZE=2><P>Address<BR>
<BR>
__________________________________<BR>
__________________________________<BR>
__________________________________</TD>
</TR>
</TABLE>

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