Exhibit 10.16

** Confidential Treatment Requested

SECURITY AGREEMENT











** Confidential Treatment Requested





1. Debtor Agrees in general:  (a) to pay Indebtedness
secured hereby when due; (b) to indemnify Bank against all losses, claims,
demands, liabilities and expenses of every kind caused by property subject
hereto; (c) to pay all costs and expenses, including reasonable attorneys' fees,
incurred by Bank in the perfection and preservation of the Collateral or Bank's
interest therein and/or the realization, enforcement and exercise of
Bank's rights, powers and remedies hereunder; (d) to permit Bank to
exercise its powers; (e) to execute and deliver such documents as Bank
deems necessary to create, perfect and continue the security interests
contemplated hereby: (f) not to change its name, and as applicable, its chief
executive office, its principal residence or the jurisdiction in which it
is organized and/or registered without giving Bank prior written notice
thereof; (g) not to change the places where Debtor keeps any Collateral or
Debtor's records concerning the Collateral and Proceeds without giving Bank
prior written notice of the address to which Debtor is moving
same; and (h) to cooperate with Bank in perfecting all security
interests granted herein and in obtaining such agreements from third parties as
Bank deems necessary, proper or convenient in connection with the
preservation, perfection or enforcement of any of its rights
hereunder.
2. Debtor agrees with regard to the Collateral and Proceeds,
unless Bank agrees otherwise in writing: (a) that Bank is authorized to
file financing statements in the name of Debtor to perfect Bank's security
interest in Collateral and Proceeds; (b) not to permit any security interest in
or lien on the Collateral or Proceeds, except in favor of Bank and
except liens in favor of Intermediary to the extent expressly permitted by Bank
in writing; (c) not to hypothecate or permit the transfer by operation
of law of any of the Collateral or Proceeds or any interest therein; (d) to
keep, in accordance with generally accepted accounting principles, complete and
accurate records regarding all Collateral and Proceeds, and to permit Bank
to inspect the same and make copies thereof at any reasonable time; (e) if
requested by Bank, to receive and use reasonable diligence to
collect Proceeds, in trust and as the property of Bank, and to immediately
endorse as appropriate and deliver such Proceeds to Bank daily in the exact
form in which they are received together with a collection report in
form satisfactory to Bank; (f) in the event Bank elects to receive payments
of Proceeds hereunder, to pay all expenses incurred by Bank in connection
therewith, including expenses of accounting, correspondence,
collection efforts, filing, recording, record keeping and expenses
incidental thereto; (g) to provide any service and do any other acts
which may be necessary to keep all Collateral and Proceeds free and clear of all
defenses, rights of offset and counterclaims; and (h) if the Collateral or
Proceeds consists of securities and so long as no Event of Default
exists, to vote said securities and to give consents, waivers and ratifications
with respect thereto, provided that no vote shall be cast or consent,
waiver or ratification given or action taken which would impair Bank's
interests in the Collateral and Proceeds or be inconsistent with or violate any
provisions of this Agreement.  Debtor further agrees that any party
now or at any time hereafter authorized by Debtor to advise or otherwise
act with respect to the Securities Account shall be subject to all terms and
conditions contained herein and in any control, custodial or other similar
agreement at any time in effect among Bank, Debtor and Intermediary
relating to the Collateral.









While an Event of Default exists:  (a) Debtor will not
dispose of any Collateral or Proceeds except on terms approved by Bank; (b)
Bank may appropriate the Collateral and apply all Proceeds toward repayment of
the Indebtedness in such order of application as Bank may from time to time
elect; (c) Bank may take any action with respect to the Collateral
contemplated by any control, custodial or other similar agreement then in effect
among Bank, Debtor and Intermediary; and (d) at Bank's request, Debtor will
assemble and deliver all books and records pertaining to the Collateral or
Proceeds to Bank at a reasonably convenient place designated by
Bank.  For any Collateral or Proceeds consisting of securities, Bank
shall have no obligation to delay a disposition of any portion thereof
for the period of time necessary to permit the issuer thereof to register such
securities for public sale under any applicable state or Federal law, even if
the issuer thereof would agree to do so.  Debtor further agrees
that Bank shall have no obligation to process or prepare any Collateral for sale
or  other disposition.







require Bank to (i) proceed against Debtor or any other
person, (ii) proceed against or exhaust any security from Debtor or any
other person, (iii) perform any obligation of Debtor with respect to any
Collateral or Proceeds, and (d) make any presentment or demand, or
give any notice of nonpayment or nonperformance, protest, notice of protest
or notice of dishonor hereunder or in connection with any Collateral or
Proceeds.  Debtor further waives any right to direct the application of
payments or security for any Indebtedness of Debtor or Indebtedness of
customers of Debtor.















Debtor warrants that Debtor is an organization registered
under the laws of the State of Delaware.

Debtor warrants that its chief executive office (or principal
residence, if applicable) is located at the following
address:  5875 Arnold Road, Bldg. 100, Dublin, CA 94568

IN WITNESS WHEREOF, this Agreement has been duly executed
as of June 30, 2003.

E-LOAN, Inc.

By:/s/  Matt Roberts

Title:CFO

By:/s/  Kendra Niedziejko

Title:Corporate Controller



ADDENDUM TO SECURITY AGREEMENT:  SECURITIES ACCOUNT

THIS ADDENDUM is attached to and made a part of that certain Security
Agreement:  Securities Account executed by E-LOAN, INC. ("Debtor") in favor of
WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), dated as of June 30, 2003
(the "Agreement").

The following provisions are hereby incorporated into the Agreement:

1. Securities Account Activity
2. "Collateral Value" means 100% of the market value of the Securities
Account, with market value in all instances determined by Bank in its sole
discretion, and excluding from such computation all WF Securities and Common
Trust Funds.  Notwithstanding the foregoing, Bank shall exclude from the
determination Collateral value, at Bank's sole discretion (a) any stock
with a market value of $10.00 or less, (b) all investment property from an
issuer if Bank determines such issuer to be ineligible.
3. Exclusion from Collateral
4. "Common Trust Funds" means common trust funds as described in
12 CFR 9.18 and includes, without limitation, common trust funds
maintained by Bank for the exclusive use of its fiduciary clients.
5. "WF Securities" means stock, securities or obligations of Wells Fargo
& Company or of any affiliate thereof (as the term affiliate is defined in
Section 23A of the Federal Reserve Act (12 USC 371(c), as amended
from time to time).

IN WITNESS WHEREOF, this Addendum has been executed as of the same date as
the Agreement.

E-LOAN, Inc.





By: /s/ Matt Roberts

Title: CFO

By: /s/ Kendra Niedziejko

Title: Corporate Controller



WELLS FARGO BANK, NATIONAL ASSOCIATION





By: /s/

Patty Juarez

Vice President





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