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                                                                   EXHIBIT 10.25
                     CONTENT PARTNER/DISTRIBUTION AGREEMENT

     This Content Partner/Distribution Agreement ("Agreement") is entered into
     by and between INFOSEEK CORPORATION, a corporation duly organized under the
     laws of the State of California, with its principal place of business at
     1399 Moffett Park Drive, Sunnyvale, California 94089-1134, hereinafter
     referred to as "lnfoseek", and E-LOAN, Inc., a corporation duly organized
     under the laws of the State of Delaware, with its principal place of
     business at 5875 Arnold Road, Suite 100, Dublin, California 94568,
     hereinafter referred to as "Content Partner".


     WITNESSETH:

     WHEREAS, lnfoseek hosts and maintains a U.S. version of the Internet
     service known as GO Network.

     WHEREAS, Content Partner operates an Internet site for the provision of
     online mortgage services.

     WHEREAS, Content Partner seeks to obtain placement on GO Network and
     related advertising from lnfoseek.

     NOW, THEREFORE, for good and valuable consideration, and in consideration
     of the mutual covenants and conditions herein set forth, and with the
     intent to be legally bound thereby. Infoseek and Content Partner hereby
     agree as follows:

ARTICLE I      DEFINITIONS

     1.1  AFFILIATE means with respect to a party to this Agreement, any entity
          that directly or indirectly controls or is under common control with,
          or is controlled by, such party; "control" (including, with its
          correlative meanings, "controlled by" and "under common control with")
          means possession, directly or indirectly, of the power to direct or
          cause the direction of management or policies (whether through
          ownership of securities or partnership or other ownership interests,
          by contract or otherwise).

     1.2  CENTER means a channel or electronic facility on GO Network devoted to
          a particular subject (such as Money, Family, or Entertainment);
          SUB-CENTER means any Center which is a subset of another Center's
          navigational hierarchy. For example, the Mortgage sub-Center is
          currently a sub-Center of the Real Estate Center as well as the Money
          Center.

     1.3  CLICK-THROUGH means each instance in which a User navigates to a page
          in the Content Partner Service by clicking on a Link from a page in GO
          Network.

     1.4  CONTENT means content and services owned, controlled or supplied by or


[*] Confidential treatment requested.
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          through Content Partner relating to mortgage and home financing and
          supplied to GO Network Users pursuant to this Agreement. As used
          herein. `Content' shall include, without limitation, all financial
          services supplied to Users by Content Partner through the Service and
          advertisements for Content Partner or its services and/or products.

     1.4  CONTENT PARTNER Service is the Internet site operated by Content
          Partner and located at www.eloan.com and/or such other successor or
          replacement site(s) as may be designated by Content Partner, subject
          to lnfoseek's reasonable prior approval.

     1.5  E-LOAN COMPETITOR means a competitor of Content Partner as listed on
          Appendix E-1 attached hereto as amended from time to time.

     1.6  GO NETWORK or Service is the US version of the Infoseek Internet
          service or electronic facility located at www.infoseek.go.com,
          www.go.com and/or such other successor, extension or replacement
          site(s) as may be designated by lnfoseek.

     1.7  GO NETWORK-WRAPPED PAGES means co-branded pages with the GO Wrapper
          that display the Content, as further described herein and in Appendix
          A. All GO Network-Wrapped Pages shall include a disclaimer, in a form
          reasonably requested by lnfoseek, disclaiming lnfoseek's
          responsibility for the Content and any actions taken by Content
          Partner or its lenders or that Infoseek is acting as a mortgage
          broker.

     1.8  GO WRAPPER means a page with the GO Network Trademarks and includes
          the GO Network header, GO footer, GO tabs, GO navigational elements
          (such as "breadcrumbs") and GO Network copyright notice.

     1.9  INFOSEEK COMPETITOR means a competitor of Infoseek as listed on
          Appendix E-2 attached hereto as amended from time to time.

     1.10 LINK means a so-called "hot link" in graphical and/or textual format
          located on the applicable areas of the Service which takes a User
          directly to another web site or area within the site,

     1.11 MONEY CENTER means the Center on GO Network devoted primarily to
          topics relating to personal finance and investing.

     1.12 MORTGAGE APPLICATION LAUNCH PAGES means the first page that will
          appear on the Mortgage sub-Center (whether accessed from the Money
          Center or the Real Estate Center) and which will guide Users through
          the start of the application process for mortgages and home equity
          loans through Content Partner.



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     1.13 MORTGAGE SUB-CENTER means the sub-Center relating to mortgages and
          home financing which appears one level (or one "click") below the Real
          Estate Center and Money Center home pages on GO Network.

     1.14 REAL ESTATE CENTER means the Center on GO Network devoted primarily to
          topics relating to home buying, apartment rentals, relocation,
          remodeling and home financing.

     1.15 TRADEMARKS means trade names, logos, and trademarks and
          representations of the foregoing.

     1.16 USERS means individuals or entities that access GO Network.

ARTICLE 2      DISPLAY OF CONTENT ON THE SERVICE

          2.1  Mortgage Application Launch Pages and Go Network Wrapped Pages.
               The Content will be displayed on Mortgage Application Launch
               Pages and GO Network Wrapped Pages, as further described on the
               mock-up pages attached hereto as Appendix A. The mock-up pages
               are drafts and provided for informational purposes only and the
               actual Mortgage Application Launch Pages and GO Network Wrapped
               Pages may differ from such mockups. Content Partner shall be
               solely responsible for providing the Content, including all
               related user interfaces, application processing systems, customer
               service, engineering and editorial content. Content Partner
               acknowledges and agrees that lnfoseek is not referring,
               counseling, negotiating for or assisting any loan applicant in
               any particular loan transaction or assisting Content Partner in
               the processing, handling, or funding of any loan application or
               otherwise acting as a mortgage broker or mortgage lender.

               a.   Mortgage Application Launch Pages. The Mortgage Application
                    Launch Pages will Link to GO Network Wrapped Pages. The
                    Mortgage Application Launch Pages will be designed,
                    developed, created and hosted by lnfoseek. lnfoseek retains
                    the right to adapt or otherwise alter the design, look, and
                    any other attributes, including all Links thereon, of the
                    Mortgage Application Launch Pages, the Service and all other
                    Service pages; provided however that Content Partner will
                    not be required to make any material changes to the Content
                    Partner Service or Content Partner's loan application
                    processing technology in order to implement such changes.
                    The design of the Mortgage Application Launch Pages will
                    reasonably conform to the reasonable requirements specified
                    by Content Partner in order to properly interface with the
                    GO Network Wrapped Pages and the Content Partner Service.
                    lnfoseek will host the Mortgage Application Launch Pages on
                    the Mortgage sub-Center.

               b.   GO Network Wrapped Pages. The GO Network Wrapped Pages will
                    be located at a virtual domain at eloan.go.com and will be
                    hosted by Content



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                    Partner. Infoseek and Content Partner will cooperate with
                    each other to create GO Network Wrapped Pages which meet
                    lnfoseek's engineering and User experience requirements.
                    lnfoseek will provide Content Partner with an employee
                    contact to assist Content Partner in understanding and
                    complying with these requirements. Subject to the terms and
                    conditions in this Agreement, Content Partner will design,
                    develop and create the Content to be displayed on the GO
                    Network Wrapped Pages. All Content on the GO Network-Wrapped
                    Pages shall relate solely to mortgages or home financing;
                    Content Partner will refrain from selling or promoting
                    products or services (other than loan products and related
                    services) on the GO Network Wrapped Pages which might place
                    lnfoseek in breach of its agreements with other third
                    parties for exclusive or preferred placement on GO Network
                    (for example, credit cards). lnfoseek will advise Content
                    Partner in writing of restrictions which may apply to
                    products or services related to mortgages or home financing.
                    lnfoseek's current restrictions, which are subject to
                    change, are set forth on Appendix B. Content Partner will
                    have thirty (30) days (or such shorter period as the parties
                    mutually agree) following receipt of notice of any change in
                    the restrictions to comply with such new restrictions.
                    lnfoseek may request that Content Partner remove any Content
                    from the GO Network Wrapped Pages that it reasonably deems
                    objectionable. From time to time, lnfoseek may request that
                    Content Partner make modifications, enhancements and other
                    changes to the GO Network Wrapped Pages hosted by Content
                    Partner. Such modifications, other than changes to the GO
                    Wrapper or removal of Content as described above, are
                    referred to herein as "Enhancements." Upon each such
                    request, the parties will determine mutually acceptable
                    terms and conditions regarding the nature and scope of such
                    Enhancement, the allocation of each party's resources
                    necessary to create an Enhancement, the schedule for
                    creating and implementing such Enhancement, the allocation
                    of expenses and ownership of such Enhancement. The parties
                    will not have an obligation to reach agreement on
                    Enhancements but upon reaching an agreement, will develop
                    such Enhancements in accordance with the agreed upon terms
                    and conditions. Content Partner will not be required to make
                    major Enhancements to the GO Network Wrapped Pages more than
                    once per quarter.

               c.   Advertising. lnfoseek shall have the exclusive authority to
                    sell all advertising, promotions and sponsorships on the
                    Mortgage Application Launch Pages, the GO Network Wrapped
                    Pages, the Mortgage sub-Center, the Money Center, the Real
                    Estate Center and any other pages hosted by lnfoseek.
                    Infoseek shall retain all revenues derived from such sales.

     2.2  Delivery of Content. Content Partner will deliver to lnfoseek the
          Content to be hosted by lnfoseek in a mutually agreeable format,
          electronically via modem or Internet access (e.g. Internet ftp or
          Internet e-mail). Content



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          Partner agrees to certify that all deliveries hereunder were made
          electronically. Content Partner will make updates to the Content
          available to lnfoseek and lnfoseek shall update the Content hosted by
          lnfoseek on a regular mutually agreed upon basis. lnfoseek shall have
          the right, but not the obligation, to remove, or direct Content
          Partner to remove, any Content which Infoseek, in its reasonable
          discretion, determines to be offensive, in poor taste, unlawful,
          harmful, fraudulent, threatening, abusive, harassing, defamatory,
          vulgar, obscene, profane, hateful, racially, ethnically, or otherwise
          objectionable, including, without limitation, any material that
          supports, promotes or otherwise encourages wrongful conduct that would
          constitute a criminal offense, give rise to civil liability, or
          otherwise violate any applicable local, state, national or
          international laws. Content Partner shall cooperate and assist
          Infoseek by promptly answering questions and complaints regarding the
          Content. Each party shall promptly inform the other party of any event
          or circumstance, and provide all information pertaining to such event
          or circumstance, related or arising from this Agreement which could
          reasonably lead to a claim or demand against the other party by any
          third party.

     2.3  Processing Transactions. Content Partner shall be solely responsible
          for (a) processing and fulfilling all product and service orders and
          transactions through the GO Network Wrapped Pages: (b) all accounting
          with respect to such orders and transactions: (c) all loan approvals
          and confirmations (which communications will include a Link bock to GO
          Network from the Content Partner Service) and (d) all customer service
          and support with respect to such orders and transactions as more fully
          provided in Appendix C-I. Content Partner will provide all of the
          foregoing services in compliance with all applicable laws and in the
          same manner as it provides such services with respect to orders
          received by Content Partner in any other manner and with the high
          quality consistent with Content Partner's name and reputation and
          industry standards. Content Partner acknowledges and agrees that it is
          solely responsible for the security of any transactions initialed
          within the GO Network Wrapped Pages or Content Partner Service.
          Content Partner will comply with the performance standards described
          in Appendix 0-2 attached hereto and will promptly remedy and/or
          correct any material limitations or errors in the Content.

     2.4  Advertising Restriction. Pursuant to this Agreement, Content Partner
          Service will receive advertising placement and use of the Mortgage
          sub-Centers and certain other Centers on GO Network as follows:

          a.   The Content Partner Service will be the only co-branded mortgage
               service directly accessible from the Mortgage sub-Center home
               page on GO Network (other than services available through
               advertisements);

          b.   lnfoseek will provide prominent and persistent Links on the
               Mortgage sub-Center, at such locations as shall be determined
               solely by lnfoseek, to the Mortgage Application Launch Pages.
               Infoseek may also, in its sole



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               discretion, include Links to the Mortgage sub-Center throughout
               the GO Network;

          c.   In the event lnfoseek erects to make advertising services and
               provide a Center as an electronic facility for third party
               mortgage services available from a Center other than the Money
               Center or the Real Estate Center (herein a "New Mortgage
               sub-Center Opportunity"). lnfoseek will use commercially
               reasonable efforts to promptly notify Content Partner of such New
               Mortgage sub-Center Opportunity and to provide Content Partner
               with the opportunity to participate in the bid process for such
               New Mortgage sub-Center Opportunity; in no event shall lnfoseek
               be required to award Content Partner any New Mortgage sub-Center
               Opportunity.

               The restriction set forth in 2.4.a. shall not apply to news or
               editorial content or to content displayed in response to User
               queries or searches or content displayed on lnfoseek's Search or
               Web directories.

               Content Partner will exercise commercially reasonable efforts to
               comply with and participate in GO Network commerce initiatives,
               including but not limited to, the GO Network credit card program,
               GO Wallet initiatives and shopping incentives ("points")
               programs.

     2.5  Linking. Content Partner agrees not to override browser back button
          functionality to prevent Users who link to the Content Partner Service
          from the Service from returning to the Service.

     2.6  Costs. Each party will be responsible for its respective
          telecommunications charges with respect to the provision of respective
          portions of the Content to GO Network and to Users.

     2.7  Account Representative. lnfoseek shall designate one (1) individual to
          serve as the primary point of contact for any issues arising from or
          related to the development, promotion and other operations
          contemplated by this Agreement (the "lnfoseek Contact'). lnfoseek may
          replace the lnfoseek Contact at any time upon notice to Content
          Partner in accordance with Section 13.6.

ARTICLE 3 LICENSE

     3.1  Grant of License by Content Partner. Subject to the terms and
          conditions of this Agreement. Content Partner hereby grants to
          Infoseek and its Affiliates, a fully-paid, worldwide. non-exclusive
          right and license to use, reproduce, adapt, incorporate, integrate,
          distribute and otherwise exploit the Content on the Service and a
          license and right to use Content Partner's trade names, trade dress,
          and trademarks as reasonably necessary with respect to the display and
          use of the Content on the Service.



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     3.2  Grant of License by lnfoseek. Subject to the terms and conditions of
          this Agreement, lnfoseek hereby grants to Content Partner a limited,
          non-exclusive license to use the GO Wrapper and related GO Network
          Trademarks solely on the GO Network Wrapped Pages and as expressly
          approved in writing by Infoseek, or as otherwise approved by lnfoseek
          in writing.

ARTICLE 4 USER REGISTRATION AND USER DATA

     4.1  User Registration.

          a.   Content Partner shall ensure that its privacy policy applicable
               to the Content Partner Service, to the extent applicable to its
               performance under this Agreement, is at least as protective of
               the privacy of Users as lnfoseek's privacy policy, as may be
               changed from time to time, including, without limitation,
               including a mechanism that allows Users to opt out of sharing of
               User data with Infoseek and GO Network.

          b.   From time to time, Content Partner and its auditors conduct
               audits of Content Partner's implementation of its privacy policy.
               Upon Content Partner's reasonable request, and at Content
               Partner's sole expense, Infoseek will cooperate with Content
               Partner and its auditors in conducting such audits of Content
               Partner's practices and procedures.

          c.   Content Partner and lnfoseek may determine to implement a process
               for joint registration of Users on the Mortgage sub-Center on
               mutually agreed terms and conditions.

     4.2  Ownership of User Data.

          a.   Content Partner shall own all right, title and interest in all
               Content Partner User data generated on pages hosted by Content
               Partner ("Content Partner Users"). Content Partner shall use
               commercially reasonable efforts to make available to lnfoseek,
               via a method and timing to be mutually agreed upon, all names and
               email addresses from each such Content Partner User provided that
               such User has not opted out of sharing his/her data with third
               parties and provided such disclosure is not prohibited by law or
               regulation. In addition, except as prohibited by law and provided
               the User has not opted out of sharing his/her data, Content
               Partner shall provide to Infoseek all available data concerning
               Users who access the Content Partner Site and/or the Content from
               GO Network, concerning products and/or services purchased by such
               Users, survey and promotion responses, and other demographic
               information concerning such Users. Infoseek is hereby granted a
               perpetual, royalty free, worldwide license to use such
               information as it deems appropriate in connection with its
               operations, subject to restrictions imposed by applicable law or
               regulation: provided


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               however that in no event may lnfoseek provide any such
               information to an E-LOAN Competitor, or sell, transfer, rent or
               disclose such information to third parties unless such
               information has been aggregated with other data from GO Network
               and is not Identifiable as Content Partner related data.

          b.   Infoseek shall own all right, title and interest in and to and
               the exclusive right to use all data concerning Users which data
               is generated on all pages of the Service hosted by lnfoseek.
               Content Partner is hereby granted a perpetual, royalty free,
               worldwide license to use such information as it deems appropriate
               in connection with its operations, subject to restrictions
               imposed by applicable law or regulation; provided however that in
               no event may Content Partner provide any such information to an
               lnfoseek Competitor or sell, transfer, rent or disclose such
               information to third parties unless such information has been
               aggregated with other data from Content Partner and is not
               identifiable as GO Network related data.

     4.3  Traffic/Usage Reports.

          a.   Content Partner shall collect and provide to lnfoseek, on a
               monthly basis, the following Information concerning User traffic
               on the GO Network Wrapped Pages hosted by Content Partner:
               -    the total number of visits to the Content Partner Service
                    from the GO Network Wrapped Pages;
               -    the number of times each visitor to such pages completes an
                    application or engages in other lending related
                    transactions:
               -    the total number of impressions on GO Network Wrapped Pages:
                    and
               -    general demographic information including, but not limited
                    to, applications and closed loans per state, gender
                    information, average loan amounts, average age of Users and
                    type of loan

          b.   lnfoseek shall collect and provide to Content Partner, on a
               monthly basis, the total number of page views generated on the
               Mortgage sub-Center from each of the Real Estate and Money
               Centers and such other information as reasonably requested by
               Content Partner and as available from Infoseek. Such information
               shall be considered Infoseek Confidential Information pursuant to
               Article 6 of this Agreement. Infoseek will not be required to
               report such information until such information becomes available
               at lnfoseek. Content Partner acknowledges that such information
               may not be available from lnfoseek during the first few months of
               the Agreement

          c.   Information provided pursuant to this Section 4.3 shall be
               licensed on the same terms and conditions as set forth in
               Sections 4.1 and 4.2 applicable to User data of the other party.



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     4.4  Use of User Data/ Communications with Users.

          a.   During the term of this Agreement, Content Partner shall not send
               communications or emails of any kind to Users who registered with
               Content Partner Service through the Mortgage Application Launch
               Pages or GO Network Wrapped pages. except a welcome email, loan
               confirmations, loan status information and approvals as
               contemplated by this Agreement or by the terms of the Content
               Partner Service, and such other communications as may be
               expressly requested by Users or approved by lnfoseek.

          b.   During the term of this Agreement, Infoseek shall not send
               e-mails of any kind to Users who registered with the Content
               Partner Service through the GO Network Wrapped Pages which
               contain any advertisement or sponsorship from an E-LOAN
               Competitor: the foregoing shall not prohibit the display of
               advertisements from E-LOAN Competitors on GO Network.

ARTICLE 5 FEES AND PAYMENTS

     5.1  Payments. Content Partner will make payments to lnfoseek in the
          amounts and at the times specified in Appendix D. Content Partner will
          be responsible for the proper payment of all taxes, including sales,
          excise and value added taxes, which may be levied in connection
          therewith, exclusive of taxes based upon Infoseek's net income.

     5.2  Modification of Compensation Structure. Compensation under this
          Agreement will be subject to change by mutual agreement of the
          parties, to the extent necessary to comply with federal and state laws
          and regulations, including the Real Estate Settlement Procedures Act
          (RESPA). if, in the reasonable discretion of either party, the
          compensation arrangements fail to comply with any applicable law, or
          either party is advised by counsel or a regulatory body with
          jurisdiction over its activities to terminate or modify the Agreement
          or compensation arrangements to achieve compliance, the other party
          shall cooperate to the extent necessary to achieve compliance,
          including but not limited to executing any appropriate amendments to
          the Agreement. If any regulatory authority with jurisdiction over the
          parties determines that the compensation paid in consideration of the
          activities conducted hereunder violates or would violate any
          applicable law or rule, the parties agree that appropriate adjustments
          (including retroactive adjustments) will be made to vitiate the effect
          of such violation. In drafting any amendments to the Agreement or
          making any adjustments to compensation arrangements pursuant to this
          Section 5.2, the parties will use commercially reasonable efforts to
          preserve the intended benefits of this Agreement and the compensation
          arrangements set forth herein.



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     5.3  Wire Transfers. All payments made to lnfoseek hereunder shall be made
          via wire transfer in accordance with the following instructions, or
          such other instructions as may be provided to Content Partner in
          writing by an authorized representative of lnfoseek:

                   Wire transfer. EFT/ACH Payment remittance instructions:
                   Bank of America
                   San Francisco, California
                   ABA Number: [*]
                   Account Name: lnfoseek Corporation
                   Account Number: [*]
                   Swift ID: [*]

     5.4  Audits. Infoseek shall have the right to retain a U.S. nationally
          prominent or other mutually agreeable independent auditor to whom
          Content Partner shall allow reasonable access to Content Partner's
          applicable books of account and other records for the purpose of
          verifying the amounts due and payable to lnfoseek under this
          Agreement. Access to Content Partner's documentation shall be during
          Content Partner's regular business hours upon at least fifteen (15)
          business days prior written notice. In the event that an audit
          discloses an underpayment, Content Partner shall immediately pay to
          Infoseek the amount of such underpayment and if the underpayment is
          more than seven and one half percent (7,5%) of the amount due to
          lnfoseek, Content Partner shall also immediately pay to Infoseek the
          reasonable costs of such audit.

ARTICLE 6 CONFIDENTIAL INFORMATION

     6.1  Disclosures. Either Infoseek or Content Partner may disclose to the
          other (the "Receiving Party") certain information that the disclosing
          party deems to be confidential and proprietary (Confidential
          Information"), and technical and other business information of the
          disclosing party that is not generally available to the public.

     6.2  Obligations of Receiving Party. The Receiving Party agrees to use
          Confidential Information solely in conjunction with its performance
          under this Agreement and not to disclose or otherwise use such
          information in any fashion. The Receiving Party wit I treat the
          Confidential Information with at least the same degree of care as it
          treats its own confidential information of a like nature and in no
          event with less than a reasonable degree of care. The Receiving Party,
          however, will not be required to keep confidential such Confidential
          Information that becomes generally available without fault on its
          part; is already rightfully in the Receiving Party's possession
          without restriction prior to its receipt from the disclosing party: is
          independently developed by the Receiving Party; is disclosed by third
          parties without similar restrictions: is rightfully obtained by the
          Receiving Party from third parties without restriction; or is
          otherwise required to be disclosed by law or judicial


[*] Confidential treatment requested.
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          process.

     6.3  Limitations. Unless required by law or to assert its rights under this
          Agreement, and except for disclosure on a "need to know basis" to its
          own employees end Affiliates, and its legal, investment, financial and
          other professional advisers on a confidential basis, each party agrees
          not to disclose the terms of this Agreement or matters related thereto
          without the prior written consent of the other party.


ARTICLE 7 REPRESENTATIONS AND WARRANTIES

     7.1  Content Partner. Content Partner represents, warrants and covenants
          that it is the owner of the Content and/or has the right to grant the
          rights hereunder. Content Partner represents, warrants and covenants
          that it has all material federal and state licenses, permits and
          approvals that are required to conduct its business, that it will
          maintain all such licenses and otherwise comply with all applicable
          laws, rules and regulations, including, without limitation, the Equal
          Credit Opportunity Act and Regulation B, the Truth in Lending Act and
          Regulation Z, and the Real Estate Settlement Procedures Act and its
          Regulation X and that it will provide pricing and service to Users at
          no less competitive terms and conditions than Content Partner
          otherwise offers through Internet channels. Content Partner further
          represents, warrants and covenants to Infoseek (and its Affiliates)
          that it holds the necessary rights to permit the use of the Content by
          Infoseek and its Affiliates for the purpose of this Agreement; that
          its entry into this Agreement does not violate any agreement with any
          other party; that its performance under this Agreement will conform to
          applicable laws and government rules and regulations; that to the best
          of its knowledge, after reasonable inquiry, the Content is true,
          accurate and does not contain material omissions. Content Partner
          further represents, warrants, and covenants that the use,
          reproduction, distribution, transmission, or display of the Content
          and Content Partner's Trademarks. Content Partner's collection and use
          of Content Partner User Data and the sale of products and services by
          Content Partner as contemplated in this Agreement will not (a) violate
          any laws or any rights of any third parties, including, but not
          limited to, such violations as infringement or misappropriation of any
          copyright, patent, trademark, trade dress, trade secret, music, image,
          or other proprietary or property right, false advertising, unfair
          competition, defamation, invasion of privacy or publicity rights,
          moral or otherwise, or rights of celebrity, violation of any
          antidiscrimination law or regulation, or any other right of any person
          or entity; or (b) contain any material that is: unlawful, harmful,
          fraudulent, threatening, abusive, harassing, defamatory, vulgar,
          obscene, profane, hateful, racially, ethnically, or otherwise
          objectionable, including, without limitation, any material that
          supports, promotes or otherwise encourages wrongful conduct that would
          constitute a criminal offense, give rise to civil liability, or
          otherwise violate


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          any applicable local, state, national or international laws.

     7.2  Year 2000 - Content Partner, Content Partner represents, warrants arid
          covenants that, to the best of its knowledge after reasonable inquiry,
          the systems and technology utilized to operate the Content Partner
          Service (including, without limitation, order fulfillment systems
          relating to products sold by Content Partner, if any) are compliant
          with the following Year 2000 requirements: (a) the occurrence in or
          use by such systems of dates before, on or after January 1. 2000 will
          not adversely affect the performance of such systems with respect to
          date-dependent data, computations, output, or other functions
          (including, without limitations, calculating, comparing and
          sequencing); and (b) such systems will not abnormally end or provide
          invalid or incorrect results as a result of date dependent data.

     7.3  lnfoseek. . Except with respect to pending litigation concerning
          lnfoseek's use of the "GO Network" mark and the "GO Network (Design
          Logo)" mark, which litigation has been disclosed to Content Partner,
          lnfoseek represents, warrants and covenants to Content Partner (and
          its Affiliates) that its entry into this Agreement does not violate
          any agreement with any other party and that Infoseek Content will not
          (a) violate any laws or any rights of any third parties, including,
          but not limited to, such violations as infringement or
          misappropriation of any copyright, patent, trademark, trade dress,
          trade secret, music, image, or other proprietary or property right,
          false advertising, unfair competition, defamation, invasion of privacy
          or publicity rights, moral or otherwise, or rights of celebrity,
          violation of any antidiscrimination law or regulation, or any other
          right of any person or entity; or (b) contain any material that is:
          unlawful, harmful, fraudulent, threatening, abusive, harassing,
          defamatory, vulgar, obscene, profane, hateful, racially, ethnically,
          or otherwise objectionable, including, without limitation, any
          material that supports. promotes or otherwise encourages wrongful
          conduct that would constitute a criminal offense, give rise to civil
          liability, or otherwise violate any applicable local, state, national
          or international laws. As used herein, "Infoseek Content' means any
          content on the Mortgage sub-Center, Mortgage Application Launch Pages
          or GO Network Wrapped Pages that has been authored and created solely
          by lnfoseek.

     7.4  Year 2000 - lnfoseek. lnfoseek represents, warrants, and covenants
          that to the best of its knowledge after reasonable inquiry the systems
          and technology utilized by lnfoseek to operate the GO Network are
          compliant with the following Year 2000 requirements: (a) the
          occurrence in or use by such systems of dates before, on or after
          January 1, 2000 will not adversely affect the performance of such
          systems with respect to date-dependent data, computations, output, or
          other functions (including, without limitations, calculating,
          comparing and sequencing); and (b) such systems will not abnormally
          end or provide invalid or incorrect results as a result of date
          dependent data.



<PAGE>   13

ARTICLE 8 LIMITATION OF LIABILITY; DISCLAIMER

     8.1  NO CONSEQUENTIAL DAMAGES. EXCEPT FOR EITHER PARTY'S LIABILITY FOR
          THIRD PARTY CLAIMS AS SPECIFIED IN ARTICLE 12 BELOW, OR EITHER PARTY'S
          BREACH OF ARTICLE 6, OR DAMAGES ARISING FROM PERSONAL INJURY, IN NO
          EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER
          PARTY OR ITS AFFILIATES FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR
          EXEMPLARY DAMAGES OF ANY NATURE, EVEN IF SUCH PARTY SHALL HAVE BEEN
          ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY
          REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND
          REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE,
          TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.

     8.2  DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 7, NEITHER PARTY
          MAKES ANY, AND EACH PARTY ACKNOWLEDGES THAT THE OTHER HAS NOT MADE
          ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR
          WARRANTIES, EXPRESS OR IMPLIED. REGARDING THE SERVICE, THE CONTENT
          PARTNER CONTENT, OR THE OPERATION OF THE CONTENT PARTNER CONTENT ON
          THE SERVICE, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
          MERCHANTABILITY CR FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 9 TERM AND TERMINATION

     9.1  Term. This Agreement shall be effective on the date executed by both
          parties ("Effective Date") and shall continue in force for an initial
          term ending twenty-four (24) months from the Effective Date (the
          "Initial Term"). Upon prior mutual written agreement, the then current
          term of this Agreement may be renewed at the end of the Initial Term
          and each anniversary date thereafter for one (1) year renewal terms.

     9.2  Termination.

          a.   By Either Party for Convenience. Notwithstanding the foregoing,
               either party may terminate this Agreement at any time for
               convenience and without cause upon sixty (60) days prior written
               notice to the other party: provided however, that neither party
               may exercise such right to terminate for convenience prior to six
               (6) months after the Effective Date.

          b.   By Content Partner. Content Partner may terminate this Agreement
               upon thirty (30) days prior written notice to Infoseek in the
               event the number of "Click-Throughs" for a given month is less
               than 25,000. Termination shall be



<PAGE>   14
               Content Partner's sole remedy in the event monthly Click-Throughs
               are less than 25,000, provided however, that Infoseek may provide
               Content Partner with run-of-site advertising placement to achieve
               an average of 25,000 Click-Throughs per month in consideration
               for Content Partner not terminating the Agreement pursuant to
               this Section 9.2.b; provided however, that Content Partner may
               not exercise such right to terminate prior to three (3) months
               after the Effective Date.

          c.   By lnfoseek. lnfoseek may terminate this Agreement if Infoseek,
               based on the advice of counsel, reasonably determines, in good
               faith, that the provisions of this Agreement and/or the placement
               of the Content on GO Network could place Infoseek in violation of
               RESPA or other applicable consumer credit laws.

          d.   By Either Party for Breach by the Other Party. Either party will
               have the right to immediately terminate this Agreement if the
               other party is in default of any obligation herein, including
               failure of Content Partner to provide the Content, and such
               breach is incapable of being cured (certain breaches of Article 3
               [License], a breach of Section 4.1(a) [User Registration],
               Section 4.2 [Ownership of User Data], Section 4.4(a) [Use of User
               Data/ Communications with Users]. Section 6.2 [Confidential
               Information: Obligations of Receiving Party]: Section 8.3
               [Confidential Information: Limitations], Section 7.1
               [Representations and Warranties: Content Partner]; Section 7.3
               [Representations and Warranties: lnfoseek], or Section 11 .1
               [Press Releases] or such other breaches as the parties agree are
               incapable of being cured), or if such breach is capable of cure,
               such breach is not cured within thirty (30) days (or fourteen
               (14) days with respect to any default in any payment obligation)
               after receipt of written notice of such default from the
               non-defaulting party or within such additional cure period as the
               non-defaulting party may authorize.

     9.3  Survival, The following provisions of this Agreement shall survive the
          termination or expiration of this Agreement: Section 4.2 (a) (first
          and last sentences only). Section 4.2(b) (first and last sentences
          only), Article 5 (as to fees accrued prior to termination or
          expiration); Article 6, Article 7 (as to claims arising prior to
          termination or expiration or claims based on events arising prior to
          termination or expiration), Article 8, Sections 9.3 and 9.4, Section
          11.1 (second and third sentences only), Article 12. and Article 13.

     9.4  Return of Materials, Upon the termination or expiration of this
          Agreement, each party shall (a) promptly return all Confidential
          Information, and other information, documents, manuals and other
          materials belonging to thc other party, except as may be otherwise
          provided In this Agreement; and (b) promptly remove the other party's
          content, branding, links, and any other material provided under this
          Agreement.



<PAGE>   15

ARTICLE 10 FORCE MAJEURE

          Neither party will be liable for delay or default in the performance
          of its obligations under this Agreement (other than for non-payment)
          if such delay or default is caused by conditions beyond its reasonable
          control, including, but not limited to, fire, flood, accident,
          earthquakes, telecommunications line failures, storm, acts of war,
          riot, government interference, strikes and/or walk-outs. In the event
          of a force majeure event which lasts longer than fifteen (15) days,
          the party not experiencing the force majeure event may terminate this
          Agreement upon prior written notice to the other party.

ARTICLE 11 ADVERTIS1NG AND PROMOTION; PUBLICITY

     11.1 Press Releases. Within thirty (30) days of the Effective Date, each
          party will issue a press release announcing the relationship created
          by this Agreement, subject to the prior review and approval of the
          other party. Except as set forth in this Section 11,1, Content Partner
          shall not issue or permit the issuance of any press release or
          publicity regarding, or grant any interview, or make any public
          statements whatsoever concerning, this Agreement, GO Network or
          lnfoseek (or its Affiliates) without prior coordination with and
          written approval from Infoseek, which approval may be granted or
          withheld in lnfoseek's sole discretion. Except as set forth in this
          Section 11.1, Infoseek shall not issue or permit the issuance of any
          press releases or publicity regarding, or grant any interview, or make
          any public statements whatsoever concerning this Agreement or Content
          Partner without prior coordination with and written approval from
          Content Partner, which approval may be granted or withheld in Content
          Partner's sole discretion. Notwithstanding the foregoing, either party
          may make such public disclosure as its legal counsel in good faith
          deems required by applicable law or any listing organization
          concerning its publicly traded securities, in which case the
          disclosing party will give the other party reasonable advance notice
          of such disclosure. All Content Partner endorsements and public
          statements concerning this Agreement must receive lnfoseek's prior
          review and approval. Notwithstanding the foregoing, Content Partner
          shall not state or imply, in advertisements, writings, or otherwise,
          that lnfoseek or its Affiliates endorse Content Partner's products or
          services or any other product or service.

     11.2 Joint Marketing Efforts,. Content Partner and lnfoseek may undertake
          such joint marketing efforts as may be mutually agreed upon from time
          to time. Each party shall cooperate and assist the other party by
          supplying, without charge, reasonable quantities of materials for the
          other party's marketing and promotional activities. Neither party
          shall be obligated to participate in any joint marketing efforts,
          except as expressly provided in Section 11.1 above.



<PAGE>   16

ARTICLE 12 INDEMNIFICATION

     12.1 Content Partner. Content Partner agrees to defend, indemnify and hold
          Infoseek and its officers, directors, agents, employees, and
          Affiliates harmless from and against any and all claims, demands,
          liabilities, actions, judgments, and expenses, including reasonable
          fees and expenses of attorneys, paralegals and other professionals,
          arising out of or related to (i) any breach or alleged breach of any
          of Content Partner's representations and warranties set forth In
          Section 7.1; (ii) any injury to person or property caused by any
          products or services sold by Content Partner, or any User's use of or
          reliance on the Content; (iii) any injury to person or property caused
          by any products or services sold through the Content: (iv) any other
          claim with respect to Content Partner, the Content, or products or
          services sold by or through Content Partner or its agents, or (v)
          Content Partner's sales or marketing practices. Content Partner shall
          bear full responsibility for the defense (including any settlements)
          of any such claim; provided however, that (a) Content Partner shall
          keep lnfoseek informed of, and consult with Infoseek In connection
          with the progress of such litigation or settlement; and (b) Content
          Partner shall not have any right, without lnfoseek's written consent,
          to settle any such claim if such settlement arises from or is part of
          any criminal action, suit or proceeding or contains a stipulation to
          or admission or acknowledgment of, any liability or wrongdoing
          (whether in contract, tort or otherwise) on the part of lnfoseek or
          its Affiliates or otherwise requires Infoseek or its Affiliates to
          take or refrain from taking any material action (such as the payment
          of fees).

     12.2 lnfoseek. lnfoseek agrees to defend, indemnify and hold Content
          Partner and its officers, directors, agents and employees harmless
          from and against any and all claims, demands. liabilities, actions,
          judgments, and expenses, including reasonable tees and expenses of
          attorneys, paralegals and other professionals, arising out of or
          related any breach or alleged breach of any of Infoseek's
          representations and warranties sot forth in Section 7.3. lnfoseek
          shall bear full responsibility for the defense (including any
          settlements) of any such claim; provided, however, that (a) lnfoseek
          shall keep Content Partner informed of, and consult with Content
          Partner in connection with the progress of such litigation or
          settlement; and (b) lnfoseek shall not have any right, without Content
          Partner's written consent, to settle any such claim if such settlement
          arises from or is part of any criminal action, suit or proceeding or
          contains a stipulation to or admission or acknowledgment of, any
          liability or wrongdoing (whether in contract, tort or otherwise) on
          the part of Content Provider or its Affiliates or otherwise requires
          Content Partner or its Affiliates to take or refrain from taking any
          material action (such as the payment of fees).



<PAGE>   17

ARTICLE 13 GENERAL TERMS AND CONDITIONS

          Independent Contractors. The parties to this Agreement are independent
          contractors. Neither party is an agent, representative or partner of
          the other party. Neither party shall have any right, power or
          authority to enter into any agreement for or on behalf of, or to incur
          any obligation or liability for, or to otherwise bind, the other
          party. This Agreement shall not be interpreted or construed to create
          an association, joint venture, co-ownership, co-ownership, or
          partnership between the parties or to impose any partnership
          obligation or liability upon either party.

     13.2 No Assignment. Neither party shall assign, sublicense or otherwise
          transfer (voluntarily, by operation of law, through a change of
          control or otherwise) this Agreement or any right, interest or benefit
          under this Agreement, without the prior written consent of the other
          party; provided, however, that either party may assign this Agreement
          to any entity that acquires all or substantially all of the assets or
          shares of such party; provided that the acquiring entity is not a
          direct competitor of the other party. Any attempted assignment,
          sublicense or transfer by a party in derogation hereof shall be null
          and void. Subject to the foregoing, this Agreement shall be fully
          binding upon, inure to the benefit of end be enforceable by the
          parties hereto and their respective successors and assigns.

     13.3 No Modifications. No change, amendment or modification of any
          provision of this Agreement or waiver of any of its terms will be
          valid unless set forth In writing and signed by the party to be bound
          thereby.

     13.4 Governing Law. This Agreement shall be interpreted, construed and
          enforced in all respects in accordance with the laws of the State of
          California. Each party irrevocably consents to the exclusive
          jurisdiction of any state or federal court for or within Santa Clara
          County, California over any action or proceeding arising out of or
          related to this Agreement, and waives any objection to venue or
          inconvenience of the forum in any such court.

     13.5 No Waiver. The failure of either party to insist upon or enforce
          strict performance by the other party of any provision of this
          Agreement or to exercise any right under this Agreement shall not be
          construed as a waiver or relinquishment to any extent of such party's
          right to assert or rely upon any such provision or right in that or
          any other instance: rather the same shall be and remain in full force
          and effect.

     13.6 Notices. Any notice, approval, request, authorization, direction or
          other communication under this Agreement shall be given in writing,
          will reference this Agreement, and shall be deemed to have been
          delivered and given (a) when delivered personally; (b) three (3)
          business days after having been sent by registered or certified U.S.
          mail, return receipt requested, postage and



<PAGE>   18

          charges prepaid; or (c) one (1) business day after deposit with a
          commercial overnight courier, with written verification of receipt.
          All communications will be sent to the addresses set forth below or to
          such other address as may be designated by a party by giving written
          notice to the other party pursuant to this Section 13.6.

<TABLE>
<S>                                             <C>
          If to lnfoseek:                       If to Content Partner:
          Infoseek Corporation                  E-LOAN, Inc.
          1399 Moffett Park Drive               5875 Arnold Road, Suite 100
          Sunnyvale. CA 94089-1134              Dublin, CA 94568
          Attention: Legal Department           Attention: Matthew Murray
          Tel: (408) 543-6000                   Tel: (925) 560-2617
</TABLE>

     13.7 Entire Agreement. This Agreement and the Appendices attached hereto
          and incorporated herein by reference constitutes the entire agreement
          between the parties and supersede any and all prior agreements or
          understandings between the parties with respect to the subject matter
          hereof. Neither party shall be bound by, and each party specifically
          objects to, any term, condition or other provision or other condition
          which is different from or in addition to the provisions of this
          Agreement (whether or not it would materially alter this Agreement)
          and which is proffered by the other party in any purchase order,
          correspondence or other document, unless the party to be bound thereby
          specifically agrees to such provision in writing.

     13.8 Headings/Construction. The headings used in this Agreement are for
          convenience only and are not to be construed to have legal
          significance. In the event that any provision of this Agreement
          conflicts with the law under which this Agreement is to be construed
          or if any such provision is held invalid by a court with jurisdiction
          over the parties to this Agreement. such provision shall be deemed to
          be restated to reflect as nearly as possible the original intentions
          of the parties in accordance with applicable law, and the remainder of
          this Agreement shall remain in full force and effect.

     13.9 Counterparts: Facsimile Signatures. This Agreement may be executed in
          counterparts which taken together shall be regarded as one and the
          same Agreement. Either party's facsimile signature will be deemed a
          binding acceptance of this Agreement by such party.

<TABLE>
<S>                                              <C>
          INFOSEEK                               E-LOAN, INC.
          By:                                    By:
              ----------------------------          ----------------------------
          Authorized Signature                   Authorized Signature
          Print Name:                            Print Name:
                     ---------------------                  ---------------------
          Title:                                 Title:
                --------------------------             --------------------------
          Date:                                  Date:
                --------------------------             --------------------------
</TABLE>
<PAGE>   19

                                   APPENDIX A

MOCK-UP PAGES

A.   Mock-up of Mortgage Application Launch Page

     [fax image not legible]

B.   Mock-up of GO Network Wrapped pages, including GO Wrapper

     [fax image not legible]






<PAGE>   20




                                   APPENDIX B

                              INFOSEEK RESTRICTIONS
                      GUIDELINES FOR CONTENT ON GO NETWORK


     All editorial and creative content, design and overall appearance and user
     experience ("the Content") of the GO Network must be appropriate to the
     intended user experience and to the content of The Walt Disney Company
     Sites, ESPN sites, and ABC Sites that will have prominent positioning
     within GO Network.

     Infoseek, at its discretion, may offer search results or directory listings
     that may include links to content outside GO Network that might otherwise
     not be appropriate.

     What is clearly not appropriate

     The following types of Content are clearly not appropriate to be on GO
     Network or presented in any context that may create a direct or implied
     association with The Walt Disney Company Sites:

     o    Pornographic or obscene material;
     o    Content whose primary purpose is to encourage gambling or betting
          (i.e., poker or 21 card games, roulette, slot machines, etc...) other
          than sports fantasy games, or approved sweepstakes or games of skill
          or chance (certain card games are appropriate and may be included on
          Infoseek, i.e., solitaire, go fish, matching games, etc...);
     o    Threatening (i.e., harassment, hate speech) material or content that
          promotes, encourages, describes, or provides instruction in conduct
          that would constitute a criminal offense or otherwise violates any law
          in jurisdictions where the products is marketed.
     o    Content that is defamatory. illegal or infringes upon the privacy
          rights of any person or entity.

     What may also be considered by lnfoseek as inappropriate

     Certain types of Content, unless offered in the format of an independent
     observer providing objective, fair, accurate and impartial information (as
     may be provided by a news site such as ABCNews.com), may be considered
     Inappropriate for GO Network if it involves, without limitation:
     o    unauthorized copies. use or parodies of current or past lnfoseek
          products or the products of its affiliates, a direct or implied
          endorsement, affiliation or favored status with lnfoseek, GO Network,
          ESPN, ABC or The Walt Disney Company;
     o    inaccurate or misleading information;
     o    unreasonable or highly unlikely claims;




<PAGE>   21

     o    highly controversial issues (politics, social issues, etc.);
     o    death, crime, drugs or violence in an inappropriate context.
     o    Involves an advertiser or content provider in a category where the
          privilege of exclusivity has previously been sold by lnfoseek to a
          third party (for example, MBNA is the exclusive provider/advertiser
          for credit card products for GO Network).

     Guidelines for Requests for User Information

     Any solicitation or request for personal information from a user of GO
     Network must be accompanied by the following:

     o    a clear request that children below the age of 13 years seek parental
          permission before providing any information
     o    a clear explanation to the user of how the information collected will
          be utilized
     o    only certain functionality or premium content areas will require the
          user to submit personal information

     IMMEDIATELY UPON DETERMINING THAT CONTENT ON GO NETWORK DOES NOT MEET THESE
     GUIDELINES, SUCH CONTENT WILL BE REMOVED FROM GO NETWORK.


SPECIFIC RESTRICTIONS ON GO NETWORK WRAPPED PAGES

Content Partner's Content on GO Network Wrapped Pages may not include the
following:
- credit card programs
- charge card programs
- other loan programs not secured by real estate or tangible personal property

These guidelines are subject to change by lnfoseek and notice to Content
Partner.



<PAGE>   22


                                   APPENDIX C

            CUSTOMER SUPPORT AND SERVICE TERMS/ PERFORMANCE STANDARDS
                       CUSTOMER SUPPORT AND SERVICE TERMS


C-1  CUSTOMER SUPPORT AND SERVICE TERMS

     The following describes the customer support and service terms to be
     offered by Content Partner to Users:
     o    All customer service calls will be answered within thirty (30) seconds
     o    All applications will receive a credit decision within 24 hours Every
          applicant is assigned to a loan team who will handle such applicant's
          entire transaction
     o    Every applicant is given the telephone number of such applicant's loan
          team
     o    Content Partner loan teams follow up with an applicant if there has
          been no contact in three (3) days.
     o    If Content Partner does not hear from the applicant after two
          follow-up attempts, such applicant's file is closed

C-2  PERFORMANCE STANDARDS

     Performance. If the Content Partner Service and GO Network-Wrapped Pages
     hosted by Content Partner do not meet the following performance standards
     (which shall be measured by lnfoseek), and such failure is not due to force
     majeure events or the failure of any third party services, hardware,
     software or telecommunications systems not controlled by Content Partner,
     lnfoseek shall notify the Content Partner in writing and Content Partner
     shall cure the breach within 24 hours. In the event of more than 5
     performance failures pursuant to this Appendix C-2 in any 30-day period,
     Infoseek shall have the right to terminate this Agreement, without
     providing Content Partner an opportunity to cure. The performance standards
     are as follows:

     a.   Uptime/Downtime. The GO Network Wrapped Pages hosted by Content
          Partner will have a minimum uptime operation of 99.8% (downtime of
          0.2%) measured monthly. Downtime shall mean any 30 second interval in
          which the Content Partner Service is not able to process queries.

     b.   Downtime Limits. The GO Network Wrapped Pages hosted by Content
          Partner will not have any single downtime period exceeding 15 minutes.

     c.   Maintenance Downtime. The GO Network Wrapped Pages hosted by



<PAGE>   23

          Content Partner may be disabled for up to 3 hours per month for
          maintenance, The GO Network Wrapped Pages hosted by Content Partner
          shall not be disabled for more than 45 minutes for maintenance on any
          single day. All maintenance downtimes must be prescheduled and
          approved by Infoseek at least 24 hours before the GO Network Wrapped
          Pages hosted by Content Partner are disabled.

     d.   Performance. The GO Network Wrapped Pages shall process queries within
          1 seconds with up to 64 simultaneous query requests (i.e., 64 socket
          connections) sustained over any 2 hour period. The site shall process
          queries within 2 seconds With up to 256 simultaneous query requests
          (i.e., 256 socket connections) sustained over any 2 hour period.



<PAGE>   24
                                   APPENDIX D

                                FEES AND PAYMENTS


A. FEES

     In consideration of the provisions of the Agreement, Content Partner agrees
     to pay Infoseek the fees set forth below, which the parties agree represent
     the fair and reasonable value of the marketing and promotional activities
     of Infoseek and the availability of the Centers as an electronic facility
     for use by Content Partner pursuant to this Agreement, including but not
     limited to (i) the advertising and publicity value to Content Partner
     created by the association of Content Partner with Infoseek. (ii)
     Infoseek's reporting obligations to Content Partner on the results of the
     marketing efforts, and (iii) the fact that Content Partner will have
     limited exclusive rights to access prospective customers through certain
     Centers and sub-Centers on GO Network.

     1.   Slotting Fee: During the Initial Term, Content Partner shall pay to
          Infoseek a fixed slotting fee (the "Fixed Slotting Fee") of [*] per
          year, payable in 12 monthly installments of [*] per month for 25,000
          Click-Throughs.

     2.   Variable Fee: In addition to the Fixed Slotting Fee, during the
          Initial Term, Content Partner shall pay to Infoseek a variable fee
          (the "Variable Fee") of [*] per Click-Through above 25,000
          Click-Throughs.

     The fees described herein will be paid by Content Partner to lnfoseek
     regardless of the number of completed applications or closed loans.

B. PAYMENT OF FEES

     Content Partner shall pay Infoseek the monthly Fixed Slotting Fee at the
     beginning of every month and any Variable Fees within fifteen (15) days
     after the end of the month during which such Variable Fees were earned.



[*] Confidential treatment requested.
<PAGE>   25
                                   APPENDIX E

                                   COMPETITORS


E-1      E-LOAN COMPETITORS
         Bank of America Mortgage
         Citicorp Mortgage
         Countrywide Home Loans
         FiNet
         Get Smart
         I Own
         Keystroke Financial
         Lendingtree
         Loan City
         Loan Wise
         Loan Works
         Microsoft Home Advisor
         Mortgagebot
         Mortgago.com
         Priceline Mortgage
         Quicken mortgage
         Rock Loans

E-2      INFOSEEK COMPETITORS
         Alta Vista
         AOL
         @Home
         Excite
         Goto.com
         Go2Net
         Hot Sot
         Lycos
         msn.com
         Netscape
         Snap
         Yahoo