E LOAN INC
EXHIBIT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>9
<FILENAME>exh10-14.htm
<DESCRIPTION>EXHIBIT
<TEXT>
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<title>Q2 2003 Exhibit 10.14</title>
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<P ALIGN="RIGHT">
                                           Exhibit 10.14</P>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">CREDIT AGREEMENT</P>

<P>THIS AGREEMENT is entered into as of June 30, 2003 by and between E-LOAN,
INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank").</P>

<U><P ALIGN="CENTER">RECITALS</P>
</U>
<P>Borrower has requested that Bank extend or continue credit to Borrower as
described below, and Bank has agreed to provide such credit to Borrower on the
terms and conditions contained herein.</P>
<P>NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Bank and Borrower hereby agree as follows:</P>

<P>&nbsp;</P>
<U><P ALIGN="CENTER">ARTICLE I</P>
<P ALIGN="CENTER">CREDIT TERMS</P>
</U>
<P>SECTION 1.1.&#9;LINE OF CREDIT.</P>

<DIR>
<P>(a)&#9;<U>Line of Credit</U>.  Subject to the terms and conditions of this
Agreement, Bank hereby agrees to make advances to Borrower from time to time up
to but excluding June&nbsp;30, 2004, not to exceed at any time the aggregate
principal amount of Five Million Dollars ($5,000,000.00) ("Line of Credit"), the
proceeds of which shall be used to finance Borrower's working capital
requirements and for general corporate purposes.  Borrower's obligation to repay
advances under the Line of Credit shall be evidenced by a promissory note
substantially in the form of <U>Exhibit&nbsp;A</U> attached hereto ("Line of
Credit Note"), all terms of which are incorporated herein by this reference.
For purposes of determining the amount of credit available hereunder, Borrower's
corporate credit card program with Bank, currently in a maximum amount of
$100,000.00, shall, up to the maximum credit limit thereof (the "Credit Card
Limit"), be reserved under the Line of Credit and shall not be available for
borrowing thereunder.</P>

<P>(b)&#9;
<U>Letter of Credit Subfeature</U>.  As a subfeature under the Line of
Credit, Bank agrees from time to time during the term hereof to issue or cause
an affiliate to issue standby letters of credit for the account of Borrower
(each, a "Letter of Credit" and collectively, "Letters of Credit"); provided
however, that the aggregate undrawn amount of all outstanding Letters of Credit
shall not at any time exceed Five Million Dollars ($5,000,000.00) less the
Credit Card Limit.  Borrower hereby requests that the outstanding letter of
credit, which is described on <U>Schedule&nbsp;1.1(b)</U> hereto (the "Existing
Letter of Credit"), be deemed for all purposes to be a Letter of Credit issued
hereunder; <U>provided</U>, <U>however</U>, that nothing in this
Section&nbsp;2.3(b) shall extend the expiry date of the Existing Letter of
Credit or waive or reduce any fees owing upon any renewal thereof.  The form and
substance of each Letter of Credit shall be subject to approval by Bank, in its
reasonable discretion.  Other than Letters of Credit that have be renewed in
accordance with their terms for periods not to exceed one year, no Letter of
Credit shall have an expiration date more than three hundred sixty-five (365)
days beyond the maturity date of the Line of Credit.  The undrawn amount of all
Letters of Credit shall be reserved under the Line of Credit and shall not be
available for borrowings thereunder.  Each Letter of Credit shall be subject to
the additional terms and conditions of the Bank's then standard form of letter
of credit agreements, applications and any related documents required by Bank in
connection with the issuance thereof.  Each draft paid under a Letter of Credit,
if not reimbursed by Borrower on the honor date thereof, shall be deemed an
advance under the Line of Credit and shall be repaid by Borrower in accordance
with the terms and conditions of this Agreement applicable to such advances;
provided however, that if advances under the Line of Credit are not available,
for any reason, at the time any draft is paid, then Borrower shall immediately
pay to Bank the full amount of such draft, together with interest thereon from
the date such draft is paid to the date such amount is fully repaid by Borrower,
at the rate of interest that would have been applicable to advances under the
Line of Credit if the Line of Credit were available.  In such event Borrower
agrees that Bank, in its sole discretion, may debit any account maintained by
Borrower with Bank for the amount of any such draft.  Upon execution of this
Agreement Bank shall release to Borrower the $750,000 certificate of deposit
currently held by Bank in connection with Borrower's lease.</P>

<P>(c)&#9;<U>Borrowing and Repayment</U>.  Borrower may from time to time during
the term of the Line of Credit borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and
conditions contained herein or in the Line of Credit Note; provided however,
that the total outstanding borrowings under the Line of Credit shall not at any
time exceed the maximum principal amount available thereunder, as set forth
above. </P>

</DIR>
<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<P>SECTION 1.2.&#9;INTEREST/FEES.</P>

<DIR>
<P>(a)&#9;<U>Interest</U>.  The outstanding principal balance of the Line of
Credit shall bear interest at the rate of interest set forth in the Line of
Credit Note.  The Credit Card Limit and the aggregate undrawn amount of all
outstanding Letters of Credit shall not be included in the outstanding principal
balance of the Line of Credit, but shall be included in determining the amount
of credit available under the Line of Credit.</P>
<P>(b)&#9;<U>Computation and Payment</U>.  Interest shall be computed on the
basis of a 360-day year, actual days elapsed. Interest shall be<I> </I>due and
payable by Borrower monthly in arrears on the last day of each month, unless
such day is not a Business Day (as defined in the Line of Credit Note) in which
case such shall be payable on the next succeeding Business Day.  When interest
is determined in relation to the Prime Rate (as defined in the Line of Credit
Note), each change in the rate of interest shall become effective on the date
each Prime Rate change is announced within Bank.</P>
<P>(c)&#9;<U>Unused Commitment Fee</U>.  Borrower shall pay to Bank a fee equal
to one-quarter percent (0.25%) per annum (computed on the basis of a 360-day
year, actual days elapsed) on the average daily unused amount in any fiscal
quarter of the Line of Credit (including the undrawn amount of issued Letters of
Credit reserved under the Line of Credit), which fee shall be calculated by Bank
on a 360-day year, actual days elapsed and shall be due and payable by Borrower
quarterly in arrears on the last day of each fiscal quarter, unless such day is
not a Business Day (as defined in the Line of Credit Note) in which case such
fee shall be payable on the next succeeding Business Day; <U>provided</U>,
<U>however</U>, that no <U>Unused Commitment Fee</U> shall be charged if the
average daily unused amount of the Line of Credit (including the undrawn amount
of issued Letters of Credit reserved under the Line of Credit) during such
fiscal quarter is $2,5000,000 or less.  Notwithstanding the foregoing, Borrower
may terminate this Line of Credit at any time without penalty (except as
provided in Section 3(d) of the Line of Credit Note) by paying all outstanding
advances and providing Bank with at least the (10) days prior written notice of
termination of this Agreement.</P>
<P>(d)&#9;<U>Letter of Credit Fees</U>.  Borrower shall pay to Bank (i) fees
upon the issuance of each Letter of Credit (other than the Existing Letter of
Credit) equal to two percent (2.00%) per annum (computed on the basis of a 360-
day year, actual days elapsed) of the face amount thereof, and (ii) fees upon
the payment or negotiation of each draft under any Letter of Credit and fees
upon the occurrence of any other activity with respect to any Letter of Credit
(including without limitation, the transfer, amendment or cancellation of any
Letter of Credit) determined in accordance with Bank's standard fees and charges
then in effect for such activity.</P>
<P>(e)&#9;<U>Closing Fee</U>.  Borrower shall pay to Bank a fee (the "Closing
Fee") in the amount of $5,000.00, which shall be nonrefundable, fully earned and
due and payable on the Closing Date.</P>

</DIR>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<P>SECTION 1.3.&#9;COLLATERAL.</P>

<DIR>
<P>(a)&#9;<U>Grant</U>.  As security for all Indebtedness and other obligations
of Borrower to Bank subject hereto, Borrower hereby grants to Bank security
interests of first priority in all of Borrower's deposit accounts and securities
accounts held at any time with Bank or any of Bank's affiliates (other than the
Excluded Wells Fargo Accounts defined below, collectively, the "Wells Fargo
Accounts"), including Borrower's Wells Capital Management account, number [**]
(the "Securities Account"), and all funds and other financial assets held
therein from time to time.  Notwithstanding the foregoing, but without limiting
any statutory liens or rights of set-off or any other rights reserved or
provided to Bank or any affiliate of Bank with respect to any Excluded Wells
Fargo Account under any control agreement or other agreement executed by Bank or
such affiliate with any third party creditor of Borrower, Borrower's grant does
not include any of the property or specific accounts subject to security
interests granted to any creditor of Borrower and listed on Schedule 1.3(a)
hereto (the "Excluded Wells Fargo Accounts"), or any funds or financial assets
held therein from time to time (other than amounts in excess of what is owing
from time to time by Borrower to any such third party creditor).</P>

<P>(b)&#9;<U>Execution of Documents; Costs and Expenses</U>.  All of the
foregoing shall be evidenced by and subject to the terms of such security
agreements, financing statements and other documents as Bank shall reasonably
require, all in form and substance satisfactory to Bank.</P>

</DIR>


<U><P ALIGN="CENTER">ARTICLE II</P>
<P ALIGN="CENTER">REPRESENTATIONS AND WARRANTIES</P>
</U>
<P>Borrower makes the following representations and warranties to Bank, which
representations and warranties shall survive the execution of this Agreement and
shall continue in full force and effect until the full and final payment, and
satisfaction and discharge, of all obligations of Borrower to Bank subject to
this Agreement.</P>
<P>SECTION 2.1.&#9;LEGAL STATUS.  Borrower is a corporation, duly organized and
existing and in good standing under the laws of the State of Delaware, and is
qualified or licensed to do business (and is in good standing as a foreign
corporation, if applicable) in all jurisdictions in which such qualification or
licensing is necessary or desirable if the failure to so qualify or to be so
licensed could have a material adverse effect on Borrower.</P>
<P>SECTION 2.2.&#9;AUTHORIZATION AND VALIDITY.  This Agreement and each
promissory note, contract, instrument and other document required hereby or at
any time hereafter delivered to Bank in connection herewith (collectively, the
"Loan Documents") have been duly authorized, and upon their execution and
delivery in accordance with the provisions hereof will constitute legal, valid
and binding agreements and obligations of Borrower, enforceable in accordance
with their respective terms.</P>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<P>SECTION 2.3.&#9;NO VIOLATION.  The execution, delivery and performance by
Borrower of each of the Loan Documents do not violate any provision of any law
or regulation, or contravene any provision of the Articles of Incorporation or
By-Laws  of Borrower, or result in any breach of or default under any contract,
obligation, indenture or other instrument to which Borrower is a party or by
which Borrower may be bound.</P>
<P>SECTION 2.4.&#9;LITIGATION.  There are no pending, or to the best of
Borrower's knowledge threatened, actions, claims, investigations, suits or
proceedings by or before any governmental authority, arbitrator, court or
administrative agency which could have a material adverse effect on the
condition (financial or otherwise), business, assets or operations of Borrower.
All pending or threatened litigation existing as of the date hereof for which
Borrower is required pursuant to Section 4.8 to give notice to Bank is described
on <U>Schedule&nbsp;2.4</U> hereof.</P>
<P>SECTION 2.5.&#9;CORRECTNESS OF FINANCIAL STATEMENTS; LIENS.  </P>
<DIR>
<P>(a)&#9;
    Each of the financial statements of Borrower dated December 31, 2002 for the
fiscal year ending on such date, and dated March 31, 2003 for the fiscal quarter
ending on such date, true copies of which have been delivered by Borrower to
Bank prior to the date hereof, (i) is complete and correct and presents fairly
the financial condition of Borrower, (ii) discloses all liabilities of Borrower
that are required to be reflected or reserved against under generally accepted
accounting principles, whether liquidated or unliquidated, fixed or contingent,
and (iii) has been prepared in accordance with generally accepted accounting
principles consistently applied.  Since the date of such financial statement
there has been no material adverse change in the financial condition of
Borrower.  Borrower, and each of its consolidated Subsidiaries, has good and
marketable title to each of the assets and properties reflected on such
financial statements (other than any such assets or properties disposed of in a
transaction not prohibited by any of the provisions of Article V or any other
Loan Document after the date of such financial statement), subject to no liens
or encumbrances other than Permitted Liens (as defined below).

<P>(b)&#9;
    Since the date of the financial statement referred to in clause (a),
Borrower has not mortgaged, pledged, granted a security interest in or otherwise
encumbered any of its assets or properties except as follows (collectively,
&quot;Permitted Liens&quot;):  (i)&nbsp;liens in favor of Bank or as otherwise
permitted by Bank in writing, including liens on the Excluded Wells Fargo
Accounts and funds and other financial assets held therein granted by Borrower
in favor of any other secured creditor of Borrower;; (ii) liens existing on the
date of this Agreement and listed on <U>Schedule 2.5</U>; (iii) liens for taxes,
assessments, levies or other governmental charges not yet delinquent or being
contested in good faith and by appropriate proceedings for which adequate
reserves are being maintained; (iv) carriers', warehousemen's, materialmen's and
mechanics' and other similar liens imposed by law arising in the ordinary course
of business which are not delinquent or which are being contested in good faith
and by appropriate proceedings for which adequate reserves are being maintained;
(v) liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, employment insurance and other types of
social security legislation and other liens to secure the performance and return
of money bonds and other similar obligations (exclusive of obligations for the
payment of borrowed money) incurred in the ordinary course of business, whether
pursuant to statutory requirements, common law or consensual arrangements so
long as no such liens attach to any of the Collateral if any obligation secured
thereby is delinquent and so long as no foreclosure, sale or similar proceedings
have been commenced with respect to any such lien; (vi) liens (including in
respect of capital lease obligations) upon any property acquired or held by
Borrower to secure the purchase price of such property or Indebtedness incurred
solely for the purpose of financing the acquisition of such property, so long as
(A) such lien extends only to the property acquired or financed and proceeds
(including insurance proceeds) thereof (B) such lien attaches to such property
concurrently with or within ninety (90) days after the acquisition thereof, and
(C) the principal amount of the Indebtedness secured thereby does not exceed
100% of the cost of such property (vii) nonexclusive licenses and sublicenses
granted to others in the ordinary course of business that do not interfere in
any material respect with the conduct of Borrower's business or result in any
material diminution in the value of any Collateral; (viii) liens securing
judgments, decrees or attachments in circumstances not constituting an Event of
Default, but excluding any lien in respect of any such judgment, decree or
attachment that remains undischarged for a period of more than thirty (30) days
during which execution is not stayed; (ix) liens in favor of customs and review
authorities arising as a matter of law to secure payments of customs duties in
connection with the importation of goods; and (x) in the case of clauses (ii),
(vi) and (vii) above, any renewals, extensions or replacements thereof, provided
that the property covered thereby is not increased or expanded and any renewal,
extension or replacement of the obligations secured or benefited thereby is
permitted by <U>Section 5.2</U> and does not increase the amount secured
thereby.</P>

</DIR>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<P>No liens or encumbrances, including any Permitted Liens other than in favor
of Bank, encumber any of the Wells Fargo Accounts, including the Securities
Account, or any of the funds or other financial assets held therein or the
proceeds thereof. </P>


<P>SECTION 2.6.&#9;INCOME TAX RETURNS.  Borrower has no knowledge of any pending
assessments or adjustments of its income tax payable with respect to any
year.</P>
<P>SECTION 2.7.&#9;NO SUBORDINATION.  There is no agreement, indenture, contract
or instrument to which Borrower is a party or by which Borrower may be bound
that requires the subordination in right of payment of any of Borrower's
obligations subject to this Agreement to any other obligation of Borrower.</P>
<P>SECTION 2.8.&#9;PERMITS, FRANCHISES.  Borrower possesses, and will hereafter
possess, all permits, consents, approvals, franchises and licenses required and
rights to all trademarks, trade names, patents, and fictitious names, if any,
necessary to enable it to conduct the business in which it is now engaged
without material infringement of the rights of any other person or entity
("Person") and in compliance with applicable law except to the extent such
failure to possess, or compliance with applicable item would not have a material
adverse effect of the condition (financial or otherwise), business, assets or
operations of Borrower.</P>
<P>SECTION 2.9.&#9;ERISA.  Borrower is in compliance in all material respects
with all applicable provisions of the Employee Retirement Income Security Act of
1974, as amended or recodified from time to time ("ERISA"); Borrower has not
violated any provision of any defined employee pension benefit plan (as defined
in ERISA) maintained or contributed to by Borrower (each, a "Plan"); no
Reportable Event as defined in ERISA has occurred and is continuing with respect
to any Plan initiated by Borrower; Borrower has met its minimum funding
requirements under ERISA with respect to each Plan; and each Plan will be able
to fulfill its benefit obligations as they come due in accordance with the Plan
documents and under generally accepted accounting principles.</P>
<P>SECTION 2.10.&#9;OTHER OBLIGATIONS.  Borrower is not in default on any
obligation for borrowed money, any purchase money obligation or any other
material lease, commitment, contract, instrument or obligation.  Borrower is not
obligated in respect of any Indebtedness, whether secured or unsecured, matured
or unmatured, liquidated or unliquidated, joint or several, other than (a) the
Indebtedness and obligations Borrower under this Agreement and the other Loan
Documents, and (b) Indebtedness not prohibited by any provision of Article V of
this Agreement.  </P>

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<P>SECTION 2.11.&#9;ENVIRONMENTAL MATTERS.  Except as disclosed by Borrower to
Bank in writing prior to the date hereof, Borrower is in compliance with all
applicable federal or state environmental, hazardous waste, health and safety
statutes, and any rules or regulations adopted pursuant thereto, which govern or
affect any of Borrower's operations and/or properties, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the
Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic
Substances Control Act, as any of the same may be amended, modified or
supplemented from time to time, except to the extent that any failure so to be
in compliance has not had and could not reasonably be expected to have a
material adverse effect on the condition (financial or otherwise), business,
assets or operations of the Borrower.  None of the operations of Borrower is the
subject of any federal or state investigation evaluating whether any remedial
action involving a material expenditure is needed to respond to a release of any
toxic or hazardous waste or substance into the environment.  To the best of
Borrower's knowledge, Borrower has no material contingent liability in
connection with any release of any toxic or hazardous waste or substance into
the environment. </P>
<P ALIGN="JUSTIFY">SECTION 2.12.&#9;SUBSIDIARIES AND OTHER INVESTMENTS.
Borrower owns no stock or equity interest in any Person (directly or
indirectly), and holds no debt obligation of any Person, other than (a) accounts
receivable arising in the ordinary course of business; (b) stock and equity
interests listed in <U>Schedule&nbsp;2.12</U> in any corporation, association,
limited liability company or other business entity of which Borrower owns
directly or indirectly more than fifty percent (50%) of the voting securities
thereof or in which Borrower otherwise owns a controlling interest (each a
"Subsidiary") and other Persons and, if acquired after the date hereof,
otherwise advised to Bank in writing to the extent required under the provisions
hereof, in each case, identifying whether such Subsidiary is wholly owned or, if
not, the percentage of the outstanding equity of such Subsidiary owned by
Borrower (directly or indirectly); and (c) other Investments not prohibited
hereunder.  As of the date hereof, <U>Schedule&nbsp;2.12</U> correctly
identifies the jurisdiction of organization or other registration and the
address of the chief executive office of Borrower and of each Subsidiary.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">SECTION 2.13.&#9;SOLVENCY.  Each of Borrower and Borrower and
its consolidated Subsidiaries is solvent.</P>

<U><P ALIGN="CENTER">ARTICLE III</P>
<P ALIGN="CENTER">CONDITIONS</P>
</U>
<P>SECTION 3.1.&#9;CONDITIONS OF INITIAL EXTENSION OF CREDIT.  The obligation of
Bank to make the initial extension of credit contemplated by this Agreement is
subject to the fulfillment to Bank's satisfaction of all of the following
conditions:</P>

<DIR>
<P>(a)&#9;<U>Approval of Bank Counsel</U>.  All legal matters incidental to the
extension of credit by Bank shall be satisfactory to Bank's counsel.</P>
<P>(b)&#9;<U>Documentation</U>.  Bank shall have received, in form and substance
satisfactory to Bank, each of the following, duly executed:</P>
<DIR>

<P>(i)&#9;This Agreement and each promissory note or other instrument required
hereby;</P>
<P>(ii)&#9;Security Agreement: Securities Account;</P>
<P>(iii)&#9;Securities Account Control Agreement-WF Affiliate Intermediary;</P>
<P>(iv)&#9;Corporate Resolution:  Borrowing; Pledge of Assets;</P>
<P>(v)&#9;Certificate of Incumbency;</P>

<P>(vi)&#9;
prior to the issuance by Bank of any Letter of Credit, Borrower shall
deliver to Bank a duly executed letter of credit agreement and such related
documents as Bank shall reasonably require; and</P>
<P>(vii)&#9;
such other documents as Bank may require under any other Section of this
Agreement.</P>
</DIR>


<P>(c)&#9;<U>Insurance</U>.  Borrower shall have delivered to Bank evidence of
insurance coverage on all Borrower's property, in such form, substance, amounts,
and covering such risks and issued by such companies as are customary in lines
of business similar to that of Borrower.</P>
<P>(d)&#9;<U>Fees and Expenses</U>.  Borrower shall have paid or reimbursed to
Bank all fees and expenses due on the Closing Date, including the Closing Fee
required pursuant to Section&nbsp;1.2(e) and all amounts then due under Section
7.3.</P>
</DIR>

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<P>SECTION 3.2.&#9;CONDITIONS OF EACH EXTENSION OF CREDIT.  The obligation of
Bank to make each extension of credit requested by Borrower hereunder (including
the initial extension) shall be subject to the fulfillment to Bank's
satisfaction of each of the following conditions:</P>

<DIR>
<P>(a)&#9;<U>Compliance</U>.  The representations and warranties contained
herein and in each of the other Loan Documents shall be true on and as of the
date of the signing of this Agreement and on the date of each extension of
credit by Bank pursuant hereto, with the same effect as though such
representations and warranties had been made on and as of each such date, and on
each such date, no Event of Default as defined herein, and no condition, event
or act which with the giving of notice or the passage of time or both would
constitute such an Event of Default, shall have occurred and be continuing or
shall exist.</P>
<P>(b)&#9;
<U>Documentation</U>.  Bank shall have received all additional documents
which may be required in connection with such extension of credit.</P>
<P>(c)&#9;
<U>Financial Condition</U>.  There shall have been no material adverse
change, as determined by Bank, in the financial condition or business of
Borrower, nor any material decline, as reasonably determined by Bank, in the
market value of any material portion of the collateral required hereunder or a
substantial or material portion of the assets of Borrower.  Without limiting the
foregoing, Bank shall have no obligation to make any extension of credit under
this Agreement, including without limitation to issue any Letter of Credit, if
as of the date of such extension Borrower has not timely delivered the
certification most recently due as required pursuant to Section 4.3(d)
certifying compliance with Section 5.6 hereof. </P>
</DIR>


<U><P ALIGN="CENTER">ARTICLE IV</P>
<P ALIGN="CENTER">AFFIRMATIVE COVENANTS</P>
</U>
<P>Borrower covenants that so long as Bank remains committed to extend credit to
Borrower pursuant hereto, or any liabilities (whether direct or contingent,
liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents
remain outstanding, and until payment in full of all obligations of Borrower
subject hereto, Borrower shall, unless Bank otherwise consents in writing:</P>

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<P>SECTION 4.1.&#9;PUNCTUAL PAYMENTS.  Punctually pay all principal, interest,
fees or other liabilities due under any of the Loan Documents at the times and
place and in the manner specified therein.</P>
<P>SECTION 4.2.&#9;ACCOUNTING RECORDS.  Maintain adequate books and records in
accordance with generally accepted accounting principles consistently applied,
and permit any representative of Bank, at any reasonable time, to inspect, audit
and examine such books and records, to make copies of the same, and to inspect
the properties of Borrower.</P>
<P>SECTION 4.3.&#9;FINANCIAL STATEMENTS; REPORTING.  Provide to Bank all of the
following, in form and detail satisfactory to Bank:</P>

<DIR>
<P>(a)&#9;not later than 120 days after and as of the end of each fiscal year,
an audited financial statement of Borrower, prepared by a certified public
accountant acceptable to Bank,</P>
<P>(b)&#9;not later than 30 days after and as of the end of each month, a
financial statement of Borrower, prepared by Borrower, to include balance sheet
and income statement;</P>
<P>(c)&#9;promptly upon their becoming available, copies of all registration
statements and regular periodic or special reports that Borrower may make to, or
file with, the Securities and Exchange Commission or any national securities
exchange, including</P>

<DIR>

<P>(i)&#9;Form&nbsp;10K, due within 120 days after and as of the of each fiscal
year,</P>
<P>(ii)&#9;Form&nbsp;10Q, due within 45 days after and as of the of each fiscal
quarter, and</P>
<P>(iii)&#9;Form&nbsp; 8K, as and when filed;</P>
</DIR>

<P>(d)&#9;not later than 20 days after and as of the end of each month, a
liquidity statement of Borrower, prepared by Borrower and certified by a senior
financial officer of Borrower to be true and accurate, showing in such detail as
Bank may reasonably request evidence of maintenance of the Minimum Liquidity
Amount and the Minimum Wells Fargo Liquidity Amount;</P>
<P>(e)&#9;contemporaneously with each annual, quarterly and monthly financial
statements of Borrower required hereby, a certificate of the president or chief
financial officer of Borrower (i)&nbsp;that the financial statements delivered
pursuant thereto are accurate, (ii)&nbsp;that there exists no Event of Default
nor any condition, act or event which with the giving of notice or the passage
of time or both would constitute an Event of Default and (iii)&nbsp;that
Borrower is in compliance with the applicable covenants set forth in
Sections&nbsp;5.6, 5.7 and 5.8 hereof, together with such calculations regarding
such compliance therewith as Bank may reasonably request.</P>
<P>(f)&#9;from time to time such other information as Bank may reasonably
request.</P>
</DIR>

<P>SECTION 4.4.&#9;COMPLIANCE.  Preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; and comply with the provisions of all documents
pursuant to which Borrower is organized and/or which govern Borrower's continued
existence and with the requirements of all laws, rules, regulations and orders
of any governmental authority applicable to it or its business, and conduct its
business affairs and discharge its business obligations, except in each case
where failure to do so does not have a material adverse effect on the condition
(financial or otherwise), business, assets or operations of Borrower.</P>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<P>SECTION 4.5.&#9;INSURANCE.  Maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of
Borrower, including but not limited to fire, extended coverage, public
liability, flood, property damage and workers' compensation, in amounts
satisfactory to Bank, and deliver to Bank from time to time at Bank's request
schedules setting forth all insurance then in effect.</P>
<P>SECTION 4.6.&#9;FACILITIES.  Keep all material properties useful or necessary
to Borrower's business in good repair and condition, normal wear and tear
excepted, and from time to time make necessary repairs, renewals and
replacements thereto so that such properties shall be fully and efficiently
preserved and maintained.</P>
<P>SECTION 4.7.&#9;TAXES AND OTHER LIABILITIES.  Pay and discharge when due any
and all material Indebtedness, obligations, assessments and taxes, both real or
personal, including without limitation federal and state income taxes and state
and local property taxes and assessments, except such (a) as it may in good
faith contest or as to which a bona fide dispute may arise, and (b) for which it
maintains with respect thereto adequate reserves in accordance with generally
accepted accounting principles.</P>
<P>SECTION 4.8.&#9;LITIGATION.  Promptly give notice in writing to Bank of any
litigation pending or threatened against Borrower or any subsidiary with a claim
in excess of $200,000.00 or could reasonably be expected to have or result in a
material adverse effect on the condition (financial or otherwise), business,
assets or operations of Borrower.</P>
<P>SECTION 4.9.&#9;NOTICE TO BANK.  Promptly (but in no event more than five (5)
days after the occurrence of each such event or matter) give written notice to
Bank in reasonable detail of:  (a)&nbsp;the occurrence of any Event of Default,
or any condition, event or act which with the giving of notice or the passage of
time or both would constitute an Event of Default; (b)&nbsp;any change in the
name or the organizational structure of Borrower; (c)&nbsp;the occurrence and
nature of any Reportable Event or Prohibited Transaction, each as defined in
ERISA, or any material funding deficiency with respect to any Plan; (d)&nbsp;any
termination or cancellation of any insurance policy which Borrower is required
to maintain and not immediately replaced by insurance policies meeting the
requirements of this Agreement, or any uninsured or partially uninsured loss
through liability or property damage, or through fire, theft or any other cause
affecting Borrower's property in excess of an aggregate of $200,000.00 or
(e)&nbsp;any event or circumstance that could reasonably be expected to have or
result in a material adverse effect on the condition (financial or otherwise),
business, assets or operations of Borrower.</P>

<U><P ALIGN="CENTER">ARTICLE V</P>
<P ALIGN="CENTER">NEGATIVE COVENANTS</P>
</U>
<P>Borrower further covenants that so long as Bank remains committed to extend
credit to Borrower pursuant hereto, or any liabilities (whether direct or
contingent, liquidated or unliquidated) of Borrower to Bank under any of the
Loan Documents remain outstanding, and until payment in full of all obligations
of Borrower subject hereto, Borrower will not, without Bank's prior written
consent:</P>
<P>SECTION 5.1.&#9;USE OF FUNDS.  Use any of the proceeds of any credit extended
hereunder except for the purposes stated in Article I hereof.</P>
<P>SECTION 5.2.&#9;OTHER INDEBTEDNESS.  Create, incur, assume or permit to exist
any Indebtedness or liabilities resulting from borrowings, loans or advances,
whether secured or unsecured, matured or unmatured, liquidated or unliquidated,
joint or several ("Indebtedness"), except (a) the liabilities of Borrower to
Bank, (b) any liabilities under the facilities and in the maximum amounts as set
forth in <U>Schedule 5.2</U> or any replacements thereof on equivalent terms
reasonably acceptable to Bank and (c) any Indebtedness secured by Permitted
Liens.</P>
<P>SECTION 5.3.&#9;GUARANTIES.  Guarantee or become liable in any way as surety,
endorser (other than as endorser of negotiable instruments for deposit or
collection in the ordinary course of business), accommodation endorser or
otherwise for, nor pledge or hypothecate any assets of Borrower as security for,
any liabilities or obligations of any other Person, except any of the foregoing
(a) in favor of Bank and (b) in respect of any Indebtedness or other liability
of a wholly-owned subsidiary of Borrower to the extent that, if Borrower were to
be primarily obligated with respect to such guaranteed liability, Borrower would
be permitted to incur such Indebtedness or other liability pursuant to Section
5.2 and for which Bank has given its prior written consent.</P>
<P>SECTION 5.4.&#9;MERGER, CONSOLIDATION, TRANSFER OF ASSETS.  Except as Bank
may otherwise consent in writing, which shall not be unreasonably withheld,
(a)&nbsp;merge into or consolidate with any other entity, (b) make any
substantial change in the nature of Borrower's business as conducted as of the
date hereto, (c); acquire all or substantially all of the assets of any other
entity, nor (d)&nbsp;sell, lease, transfer or otherwise dispose of all or a
substantial or material portion of Borrower's assets except in the ordinary
course of its business.</P>
<P>SECTION 5.5.&#9;PLEDGE OF ASSETS.  Mortgage, pledge, grant or permit to exist
a security interest in, or lien upon, (a) all or any portion of Borrower's
assets now owned or hereafter acquired, except (i) Permitted Liens (including
with respect to the Excluded Wells Fargo Accounts), and (ii) liens to secure
Indebtedness permitted pursuant to Section 5.2 of this Agreement, and (b) any
Wells Fargo Account or any funds or other financial assets held therein, except
liens in favor of Bank or as otherwise permitted by Bank in writing.</P>
<P> SECTION 5.6&#9;LIQUIDITY.  Permit:</P>

<DIR>
<P>(a)&#9;
    at any time the balance of Borrower's unrestricted cash or cash equivalents
less the principal amount of all advances outstanding under the Line of Credit
(which excludes the Credit Card Limit and undrawn amounts of all outstanding
Letters of Credit) to be less than Fifteen Million Dollars ($15,000,000) (the
"Minimum Liquidity Amount"); <U>provided</U>, <U>however</U>, that in
determining the Minimum Liquidity Amount, up to Two Million Five Hundred
Thousand Dollars ($2,500,000) of restricted cash or cash equivalents may be
included; or </P>
<P>(b)&#9;
    as at the end of any calendar month, the balance of amounts held in the
Wells Fargo Accounts (including the Securities Account) to be less than
$5,000,000 in the aggregate (the "Minimum Wells Fargo Liquidity Amount"); or
</P>
</DIR>

<P>permit or suffer to exist any liens or encumbrances with respect to any cash
or cash equivalents of Borrower other than (a) liens in favor of Bank,(b) liens
attaching to up to Two Million Five Hundred Thousand Dollars ($2,500,000) of the
Minimum Liquidity Amount and liens attaching to cash and cash equivalents in
excess of the Minimum Liquidity Amount so long as such liens do not attached to
any of the Wells Fargo Accounts or funds or other financial assets held
therein</P>
<P>SECTION 5.7&#9;TANGIBLE NET WORTH.  Permit its Tangible Net Worth at any time
to be less than Forty Million Dollars ($40,000,000).  "Tangible Net Worth" means
total stockholder's equity of the Company and its consolidated subsidiaries plus
Indebtedness subordinated in right of payment and priority to Indebtedness for
borrowed money of Borrower (including Indebtedness owing to Bank hereunder) in
writing on terms reasonably acceptable to Bank ("Subordinated Debt") minus the
net book value of all assets of Borrower and its consolidated subsidiaries that
would be treated as intangibles under generally accepted accounting
principles.</P>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<P>SECTION 5.8&#9;NET INCOME.  Maintain net income (after tax, but without
deduction of non-recurring non-cash expenses other than any one time charges
permitted to be taken in such period as a consequence of a change in generally
accepted accounting principles) of not less than $1.00, determined as of the
last day of each fiscal quarter for fiscal quarter ending on such date.</P>

<P>SECTION 5.9&#9;DIVIDENDS AND DISTRIBUTIONS.  Declare or pay any dividend or
distribution either in cash, stock or any other property on the stock of
Borrower or (except to Borrower or another Subsidiary) any Subsidiary now or
hereafter outstanding; nor redeem, retire, repurchase or otherwise acquire any
shares of any class of the stock of Borrower or any Subsidiary (other than such
as may be owned by Borrower or another Subsidiary and other than redemptions or
repurchases in connection with stock options that result in the distribution or
issuance of only additional shares of capital stock of Borrower), or any
options, warrants or other rights to acquire any such security, now or hereafter
outstanding; <U>provided</U>, <U>however</U>, that Borrower may pay dividends on
its capital stock in its own capital stock and may pay cash dividends on, or
redeem, retire, repurchase or otherwise acquire, its capital stock in an
aggregate amount in any one fiscal year not to exceed One Million Dollars
($1,000,000).</P>

<P>SECTION 5.10&#9;LOANS TO AFFILIATES.  Make any loans or advances to, or
otherwise acquire any Indebtedness of, or make any investments in or other
capital contributions to, or transfer, distribute, sell, lease, assign or
otherwise dispose of any property, assets or funds to (collectively,
"Investments"), any Subsidiaries or other affiliates other than (a) Investments
in Subsidiaries existing on the Closing Date, (b) Investments in any Subsidiary
organized after the Closing Date an amount not to exceed $100,000 for any one
such Subsidiary, so long as all such Investments in all such newly organized
Subsidiaries does not exceed $500,000 the aggregate, and (c) sales at fair
market value of assets to a QSPE in connection with a transaction permitted
pursuant to Section 5.11.</P>

<P>SECTION 5.11&#9;TRANSACTIONS WITH AFFILIATES.  Enter into any transaction,
including without limitation any purchase, sale, lease or exchange of property
or the rendering of any service, with any of it's affiliates or Subsidiaries,
unless such transaction is (a) otherwise permitted under this Agreement, (b) in
the ordinary course of Borrower's business and (c) upon fair and reasonable
terms no less favorable to the Borrower than it would obtain in an arm's-length
transaction with a Person which was not an affiliate or Subsidiary.</P>

<P>SECTION 5.12&#9;CONDUCT OF BUSINESS.  </P>
<DIR>

<P>(a)&#9;
 Engage, or permit any of its Subsidiaries to engage, in any business other
than the respective businesses engaged in by Borrower and its Subsidiaries on
the Closing Date and such other lines of business for which Bank has given its
prior written consent; </P>

<P>(b)&#9;operate Borrower's business, or permit any Subsidiary to operate its
business, in a manner that would reasonably be expected to lead to a material
adverse effect on the condition (financial or otherwise), business, assets or
operations of Borrower or Borrower and its Subsidiaries on a consolidated basis;
nor </P>
<P>(c)&#9;change Borrower's name, or permit its state of organization to be
located  in any jurisdiction other than the State of Delaware, in either case
without providing Bank with written notice thereof  at least thirty (30)
Business Days prior to any such change and promptly taking such steps as may be
required in connection with any such change to maintain the perfection of any
and all security  interests granted to Bank. </P>
</DIR>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<P>SECTION 5.13&#9;CAPITAL EXPENDITURES.  Make any capital expenditures or other
investments in fixed assets in any fiscal year in excess of an aggregate of
$5,000,000.</P>
<P>SECTION 5.14&#9;OPERATING LEASES.  Incur any Indebtedness or other
liabilities or obligations in respect of any operating lease in any fiscal year
in excess of an aggregate of $5,000,000 due in such fiscal year other than
Indebtedness or other liabilities or obligations arising under the operating
leases set forth on <U>Schedule 5.14</U>.</P>


<U>
<P ALIGN="CENTER">ARTICLE VI</P>
<P ALIGN="CENTER">EVENTS OF DEFAULT</P>
</U>
<P>SECTION 6.1.&#9;The occurrence of any of the following shall constitute an
"Event of Default" under this Agreement:</P>

<DIR>
<P>(a)&#9;Borrower shall fail to pay when due any principal or interest, or to
pay within 10 days of the due date thereof any fees or other amounts payable
under any of the Loan Documents.</P>
<P>(b)&#9;Any financial statement or certificate furnished to Bank in connection
with, or any representation or warranty made by or on behalf of Borrower under
this Agreement or any other Loan Document shall prove to be incorrect, false or
misleading in any material respect when furnished or made, or any default in the
performance of or compliance with Borrower's obligations and covenants under
Article 5 of this Agreement.</P>
<P>(c)&#9;Any default in the performance of or compliance with any obligation,
agreement or other provision contained herein or in any other Loan Document
(other than those referred to in subsections (a) and (b) above), and with
respect to any such default which by its nature can be cured, such default shall
continue for a period of twenty (20) days from its occurrence.</P>
<P>(d)&#9;Any default in the payment or performance of any obligation, or any
defined event of default, under the terms of any material contract or instrument
(other than any of the Loan Documents) pursuant to which Borrower has incurred
any debt or other liability to any Person, including Bank.</P>
<P>(e)&#9;The filing of a notice of judgment lien in excess of $200,000 against
Borrower; or the recording of any abstract of judgment against Borrower in
excess of $200,000 in any county in which Borrower has an interest in real
property; or the service of a notice of levy and/or of a writ of attachment or
execution, or other like process, against any Collateral or against any material
portion of the assets of Borrower; or the entry of a judgment against Borrower
that is not discharged, satisfied, vacated or stayed pending appeal within 30
days.</P>
<P>(f)&#9;Borrower shall become insolvent, or shall suffer or consent to or
apply for the appointment of a receiver, trustee, custodian or liquidator of
itself or all or any material portion of its property, or shall generally fail
to pay its debts as they become due, or shall make a general assignment for the
benefit of creditors; Borrower shall file a voluntary petition in bankruptcy, or
seeking reorganization, in order to effect a plan or other arrangement with
creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the
United States Code, as amended or recodified from time to time ("Bankruptcy
Code"), or under any state or federal law granting relief to debtors, whether
now or hereafter in effect; or any involuntary petition or proceeding pursuant
to the Bankruptcy Code or any other applicable state or federal law relating to
bankruptcy, reorganization or other relief for debtors is filed or commenced
against it which continues undismissed for 60 days, or Borrower shall file an
answer admitting the jurisdiction of the court and the material allegations of
any involuntary petition; or Borrower shall be adjudicated a bankrupt, or an
order for relief shall be entered against Borrower by any court of competent
jurisdiction under the Bankruptcy Code or any other applicable state or federal
law relating to bankruptcy, reorganization or other relief for debtors.</P>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<P>(g)&#9;There shall exist or occur any event or condition which Bank in good
faith believes impairs, or is substantially likely to impair, either the
Collateral value of the Securities Account or the prospect of payment or
performance by Borrower of its obligations under any of the Loan Documents.</P>
<P>(h)&#9;The dissolution or liquidation of Borrower; or Borrower or its
directors, stockholders or members, shall take action seeking to effect the
dissolution or liquidation of Borrower.</P>
<P>(i)&#9;
    Any of the credit facilities described as "Warehouse Lines" on
<U>Schedule&nbsp;5.2</U> hereto shall have expired or been terminated without
renewal or replacement, or the maximum committed amounts thereunder (including
drawn and undrawn amounts) shall be reduced to an amount in the aggregate less
than 50% of the aggregate committed amounts available thereunder as of the
Closing Date, without the prior written consent of Bank, which shall not be
unreasonably withheld.</P>
<P>(j)&#9;
Any qualifying special purpose entity ("QSPE") created or formed by Borrower
to facilitate the securitization of real or personal property secured loans or
receivables shall cease to be a qualifying special purpose entity pursuant to
Financial Account Standards No. 140 (or any successor standard), or Borrower
shall consolidate the assets and liabilities of the QSPE in its financial
statements, or generally accepted accounting principles shall require the
consolidation of the assets and liabilities of the QSPE with the assets and
liabilities of Borrower on its financial statements, or Borrower shall become
obligated with respect to any material portion of the liabilities of
QSPE.</P>
</DIR>

<P>SECTION 6.2.&#9;REMEDIES.  Upon the occurrence of any Event of Default:
(a)&nbsp;all Indebtedness of Borrower under each of the Loan Documents, any term
thereof to the contrary notwithstanding, shall at Bank's option and without
notice become immediately due and payable without presentment, demand, protest
or notice of dishonor, all of which are hereby expressly waived by Borrower;
(b)&nbsp;the obligation, if any, of Bank to extend any further credit under any
of the Loan Documents shall immediately cease and terminate; and (c)&nbsp;Bank
shall have all rights, powers and remedies available under each of the Loan
Documents, or accorded by law, including without limitation the right to resort
to any or all security for any credit subject hereto and to exercise any or all
of the rights of a beneficiary or secured party pursuant to applicable law.  All
rights, powers and remedies of Bank may be exercised at any time by Bank and
from time to time after the occurrence of an Event of Default, are cumulative
and not exclusive, and shall be in addition to any other rights, powers or
remedies provided by law or equity.</P>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;


<U><P ALIGN="CENTER">ARTICLE VII</P>
<P ALIGN="CENTER">MISCELLANEOUS</P>
</U>
<P>SECTION 7.1. &#9;NO WAIVER.  No delay, failure or discontinuance of Bank in
exercising any right, power or remedy under any of the Loan Documents shall
affect or operate as a waiver of such right, power or remedy; nor shall any
single or partial exercise of any such right, power or remedy preclude, waive or
otherwise affect any other or further exercise thereof or the exercise of any
other right, power or remedy.  Any waiver, permit, consent or approval of any
kind by Bank of any breach of or default under any of the Loan Documents must be
in writing and shall be effective only to the extent set forth in such
writing.</P>
<P>SECTION 7.2.&#9;NOTICES.  All notices, requests and demands which any party
is required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to each party at the following
address:</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>BORROWER:&#9;E-LOAN, INC.<BR>
   &#9;5875 Arnold Road<BR>
   &#9;Dublin, CA  94568<BR>
   &#9;Facsimile No: (925) 560-3408<BR>
   &#9;Attn:  Treasurer</P>

<P>With a copy addressed to "Attention: General Counsel" at the same
address.</P>

<P>BANK:&#9;WELLS FARGO BANK, NATIONAL ASSOCIATION<BR>
   &#9;Santa Clara Regional Commercial Banking Office<BR>
   &#9;121 Park Center Plaza<BR>
   &#9;San Jose, CA  95113<BR>
   &#9;Facsimile No: (408) 295-0639<BR>
   &#9;Reference:  E-Loan</P>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>or to such other address as any party may designate by written notice to all
other parties.  Each such notice, request and demand shall be deemed given or
made as follows:  (a)&nbsp;if sent by hand delivery, upon delivery; (b)&nbsp;if
sent by mail, upon the earlier of the date of receipt or three (3) days after
deposit in the U.S. mail, first class and postage prepaid; and (c)&nbsp;if sent
by telecopy, upon receipt.</P>

<P>SECTION 7.3.&#9;COSTS, EXPENSES AND ATTORNEYS' FEES.  Borrower shall pay to
Bank within 10 days of written demand therefore the full amount of all payments,
advances, charges, costs and expenses, including reasonable attorneys' fees (to
include outside counsel fees and all allocated costs of Bank's in-house
counsel), expended or incurred by Bank in connection with (a)&nbsp;the
negotiation and preparation of this Agreement and the other Loan Documents, and
the preparation of any amendments and waivers hereto and thereto, (b)&nbsp;the
enforcement of Bank's rights and/or the collection of any amounts which become
due to Bank under any of the Loan Documents, and (c)&nbsp;the prosecution or
defense of any action in any way related to any of the Loan Documents, including
without limitation, any action for declaratory relief, whether incurred at the
trial or appellate level, in an arbitration proceeding or otherwise, and
including any of the foregoing incurred in connection with any bankruptcy
proceeding (including without limitation, any adversary proceeding, contested
matter or motion brought by Bank or any other Person) relating to any Borrower
or any other Person.</P>
<P>SECTION 7.4.&#9;SUCCESSORS, ASSIGNMENT.  This Agreement shall be binding upon
and inure to the benefit of the heirs, executors, administrators, legal
representatives, successors and assigns of the parties; provided however, that
Borrower may not assign or transfer its interest hereunder without Bank's prior
written consent.  Bank reserves the right to sell, assign, transfer, negotiate
or grant participations in all or any part of, or any interest in, Bank's rights
and benefits under each of the Loan Documents at any time that an Event of
Default exists and otherwise at any time on or after 60 days notice to Borrower.
In connection therewith, Bank may disclose all documents and information which
Bank now has or may hereafter acquire relating to any credit subject hereto,
Borrower or its business, or any collateral required hereunder, provided that
such entity agrees to be subject to any confidentiality agreements applicable
hereto to the same extent as Bank.</P>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<P>SECTION 7.5.&#9;ENTIRE AGREEMENT; AMENDMENT.  This Agreement and the other
Loan Documents constitute the entire agreement between Borrower and Bank with
respect to each credit subject hereto and supersede all prior negotiations,
communications, discussions and correspondence concerning the subject matter
hereof and thereof.  This Agreement may be amended or modified only in writing
signed by each party hereto.</P>
<P>SECTION 7.6.&#9;NO THIRD PARTY BENEFICIARIES.  This Agreement is made and
entered into for the sole protection and benefit of the parties hereto and their
respective permitted successors and assigns, and no other Person shall be a
third party beneficiary of, or have any direct or indirect cause of action or
claim in connection with, this Agreement or any other of the Loan Documents to
which it is not a party.</P>
<P>SECTION 7.7.&#9;TIME.  Time is of the essence of each and every provision of
this Agreement and each other of the Loan Documents.</P>
<P>SECTION 7.8.&#9;SEVERABILITY OF PROVISIONS.  If any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or any remaining provisions
of this Agreement.</P>
<P>SECTION 7.9.&#9;COUNTERPARTS.  This Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed to be
an original, and all of which when taken together shall constitute one and the
same Agreement.</P>
<P>SECTION 7.10.&#9;GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California.</P>
<P>SECTION 7.11.&#9;ARBITRATION.</P>

<DIR>
<P>(a)&#9;<U>Arbitration</U>.  The parties hereto agree, upon demand by any
party, to submit to binding arbitration all claims, disputes and controversies
between or among them (and their respective employees, officers, directors,
attorneys, and other agents), whether in tort, contract or otherwise arising out
of or relating to in any way (i) the loan and related Loan Documents which are
the subject of this Agreement and its negotiation, execution, collateralization,
administration, repayment, modification, extension, substitution, formation,
inducement, enforcement, default or termination; or (ii) requests for additional
credit.</P>
<P>(b)&#9;<U>Governing Rules</U>.  Any arbitration proceeding will (i) proceed
in a location in California selected by the American Arbitration Association
(&quot;AAA&quot;); (ii) be governed by the Federal Arbitration Act (Title 9 of
the United States Code), notwithstanding any conflicting choice of law provision
in any of the documents between the parties; and (iii) be conducted by the AAA,
or such other administrator as the parties shall mutually agree upon, in
accordance with the AAA's commercial dispute resolution procedures, unless the
claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest,
arbitration fees and costs in which case the arbitration shall be conducted in
accordance with the AAA's optional procedures for large, complex commercial
disputes (the commercial dispute resolution procedures or the optional
procedures for large, complex commercial disputes to be referred to, as
applicable, as the &quot;Rules&quot;).  If there is any inconsistency between
the terms hereof and the Rules, the terms and procedures set forth herein shall
control.  Any party who fails or refuses to submit to arbitration following a
demand by any other party shall bear all costs and expenses incurred by such
other party in compelling arbitration of any dispute.  Nothing contained herein
shall be deemed to be a waiver by any party that is a bank of the protections
afforded to it under 12 U.S.C. &sect;91 or any similar applicable state law.</P>

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<P>(c)&#9;<U>No Waiver of Provisional Remedies, Self-Help and Foreclosure</U>.
The arbitration requirement does not limit the right of any party to (i)
foreclose against real or personal property collateral; (ii) exercise self-help
remedies relating to collateral or proceeds of collateral such as setoff or
repossession; or (iii) obtain provisional or ancillary remedies such as
replevin, injunctive relief, attachment or the appointment of a receiver, before
during or after the pendency of any arbitration proceeding.  This exclusion does
not constitute a waiver of the right or obligation of any party to submit any
dispute to arbitration or reference hereunder, including those arising from the
exercise of the actions detailed in sections (i), (ii) and (iii) of this
paragraph.</P>

<P>(d)&#9;<U>Arbitrator Qualifications and Powers</U>.  Any arbitration
proceeding in which the amount in controversy is $5,000,000.00 or less will be
decided by a single arbitrator selected according to the Rules, and who shall
not render an award of greater than $5,000,000.00.  Any dispute in which the
amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of
a panel of three arbitrators; provided however, that all three arbitrators must
actively participate in all hearings and deliberations.  The arbitrator will be
a neutral attorney licensed in the State of California or a neutral retired
judge of the state or federal judiciary of California, in either case with a
minimum of ten years experience in the substantive law applicable to the subject
matter of the dispute to be arbitrated.  The arbitrator will determine whether
or not an issue is arbitratable and will give effect to the statutes of
limitation in determining any claim.  In any arbitration proceeding the
arbitrator will decide (by documents only or with a hearing at the arbitrator's
discretion) any pre-hearing motions which are similar to motions to dismiss for
failure to state a claim or motions for summary adjudication.  The arbitrator
shall resolve all disputes in accordance with the substantive law of California
and may grant any remedy or relief that a court of such state could order or
grant within the scope hereof and such ancillary relief as is necessary to make
effective any award.  The arbitrator shall also have the power to award recovery
of all costs and fees, to impose sanctions and to take such other action as the
arbitrator deems necessary to the same extent a judge could pursuant to the
Federal Rules of Civil Procedure, the California Rules of Civil Procedure or
other applicable law.  Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction.  The institution and maintenance of an
action for judicial relief or pursuit of a provisional or ancillary remedy shall
not constitute a waiver of the right of any party, including the plaintiff, to
submit the controversy or claim to arbitration if any other party contests such
action for judicial relief.</P>
<P>(e)&#9;<U>Discovery</U>.  In any arbitration proceeding discovery will be
permitted in accordance with the Rules.  All discovery shall be expressly
limited to matters directly relevant to the dispute being arbitrated and must be
completed no later than 20 days before the hearing date and within 180 days of
the filing of the dispute with the AAA.  Any requests for an extension of the
discovery periods, or any discovery disputes, will be subject to final
determination by the arbitrator upon a showing that the request for discovery is
essential for the party's presentation and that no alternative means for
obtaining information is available.</P>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<P>(f)&#9;<U>Class Proceedings and Consolidations</U>.  The resolution of any
dispute arising pursuant to the terms of this Agreement shall be determined by a
separate arbitration proceeding and such dispute shall not be consolidated with
other disputes or included in any class proceeding.</P>
<P>(g)&#9;<U>Payment Of Arbitration Costs And Fees</U><B>.</B>  The arbitrator
shall award all costs and expenses of the arbitration proceeding.</P>
<P>(h)&#9;<U>Real Property Collateral; Judicial Reference</U>.  Notwithstanding
anything herein to the contrary, no dispute shall be submitted to arbitration if
the dispute concerns Indebtedness secured directly or indirectly, in whole or in
part, by any real property unless (i) the holder of the mortgage, lien or
security interest specifically elects in writing to proceed with the
arbitration, or (ii) all parties to the arbitration waive any rights or benefits
that might accrue to them by virtue of the single action rule statute of
California, thereby agreeing that all Indebtedness and obligations of the
parties, and all mortgages, liens and security interests securing such
Indebtedness and obligations, shall remain fully valid and enforceable.  If any
such dispute is not submitted to arbitration, the dispute shall be referred to a
referee in accordance with California Code of Civil Procedure Section 638 et
seq., and this general reference agreement is intended to be specifically
enforceable in accordance with said Section 638.  A referee with the
qualifications required herein for arbitrators shall be selected pursuant to the
AAA's selection procedures.  Judgment upon the decision rendered by a referee
shall be entered in the court in which such proceeding was commenced in
accordance with California Code of Civil Procedure Sections 644 and 645.</P>
<P>(i)&#9;<U>Miscellaneous</U>.  To the maximum extent practicable, the AAA, the
arbitrators and the parties shall take all action required to conclude any
arbitration proceeding within 180 days of the filing of the dispute with the
AAA.  No arbitrator or other party to an arbitration proceeding may disclose the
existence, content or results thereof, except for disclosures of information by
a party required in the ordinary course of its business or by applicable law or
regulation.  If more than one agreement for arbitration by or between the
parties potentially applies to a dispute, the arbitration provision most
directly related to the Loan Documents or the subject matter of the dispute
shall control.  This arbitration provision shall survive termination, amendment
or expiration of any of the Loan Documents or any relationship between the
parties.</P>
</DIR>

<P ALIGN="RIGHT">           **  Confidential Treatment Requested &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<P>IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.</P>
</FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="47%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>E-LOAN, INC., a Delaware corporation</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>WELLS FARGO BANK, NATIONAL ASSOCIATION</FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3>
<P>By:&#9;/s/_______________________ <BR>
    Name:&#9;<U>   Matt Roberts&#9;<BR>
</U> Title:&#9;<U>   CFO&#9;</P></U>

<P>&nbsp;</P>
<P>By:&#9;/s/ ________________________<BR>
Name:&#9;<U>   Kendra Niedziejko&#9;<BR>
</U>Title:&#9;<U>   Corporate Controller&#9;</P></U>
</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3>
<P>By:&#9;/s/_________________________<BR>
</U>   Name:&#9;<U>   Patty Juarez&#9;<BR>
</U>   Title:&#9;<U>   Vice President&#9;</P>
</U></FONT></TD>
</TR>
</TABLE>

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<U><FONT FACE="Arial" SIZE=3><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">INDEX OF DEFINED TERMS</P>
</U>



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<TR><TD WIDTH="37%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP"><FONT FACE="Arial" SIZE=3><P>PAGE</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="37%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP"><FONT FACE="Arial" SIZE=3><P>PAGE</TD>
</TR>

<TR><TD WIDTH="37%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>
 AAA<BR>
Bank<BR>
Bankruptcy Code<BR>
Borrower<BR>
Closing Fee<BR>
Credit Card Limit<BR>
ERISA<BR>
Event of Default<BR>
Excluded Wells Fargo Accounts<BR>
Existing Letter of Credit<BR>
Indebtedness<BR>
Investments<BR>
Letter of Credit<BR>
Letters of Credit<BR>
Line of Credit</P>
</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP"><FONT FACE="Arial" SIZE=3><P ALIGN="RIGHT">
15<BR>
1<BR>
13<BR>
1<BR>
3<BR>
1<BR>
5<BR>
12<BR>
3<BR>
1<BR>
10<BR>
11<BR>
1<BR>
1<BR>
1</P>
</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><FONT FACE="Arial" SIZE=3><P>&nbsp;</TD>
<TD WIDTH="37%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>
Line of Credit Note<BR>
Loan Documents<BR>
Minimum Liquidity Amount<BR>
Minimum Wells Fargo Liquidity Amount<BR>
Permitted Liens<BR>
Person<BR>
Plan<BR>
Rules<BR>
Securities Account<BR>
Subordinated Debt<BR>
Subsidiary<BR>
Tangible Net Worth<BR>
Warehouse Lines<BR>
Wells Fargo Accounts</P>
</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP"><FONT FACE="Arial" SIZE=3><P ALIGN="RIGHT">
1<BR>
3<BR>
10<BR>
10<BR>
4<BR>
5<BR>
5<BR>
16<BR>
3<BR>
11<BR>
6<BR>
10<BR>
13<BR>
3</P>
</FONT></TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Exhibits and schedules have been omitted in accordance with Item 601 of
Regulation S-K, and will be provided upon request. </P>



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