Exhibit 4.3
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BEEFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO,(ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TOTHE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR(iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 6 OF THISWARRANT.

STOCK PURCHASE WARRANT

To Purchase Shares of Common Stock of 

E-LOAN, Inc.

THIS CERTIFIES that for value received, Charles Schwab & Co., Inc.and its assigns are entitled upon the terms and subject to the conditionshereinafter set forth, at any time on or prior to 5 p.m. California time onJuly 25, 2003, but not thereafter, to subscribe for and purchase from E-LOAN,Inc., a Delaware corporation (the "Company"), One Million Three Hundred Eighty-Nine Thousand (1,389,000) shares (the "Shares") of fully paid and nonassessableCommon Stock, $0.001 par value per share (as adjusted pursuant to Section 3hereof (the "Common Stock")). The purchase price of one Share under this Warrantshall be $5.00 per share (such price and such other price as shall result, fromtime to time, from the adjustments specified in Section 3 hereof is hereinreferred to as the "Warrant Price"), subject to the provisions and upon theterms and conditions hereinafter set forth. As used herein, the term "Date ofGrant" shall mean the Date of Grant listed on the signature page hereof.
Exercise of Warrant
. The purchase right represented by this Warrantmay be exercised by the holder hereof, in whole or in part, at any time and fromtime to time, at the election of the holder hereof, by (a) the surrender ofthis Warrant (with the notice of exercise substantially in the form attachedhereto as Exhibit A duly completed and executed) at the principal office ofthe Company, in Dublin, California (or such other office or agency of theCompany as it may designate by notice in writing to the registered holder hereofat the address of such holder appearing on the books of the Company) and(b) the payment of the exercise price (the Warrant Price multiplied by thenumber of Shares then being purchased) to the Company, (i) by check or bankdraft payable to the order of the Company, (ii) by wire transfer to anaccount designated by the Company (a "Wire Transfer"), (iii)  bycancellation of indebtedness of the Company to the holder hereof of an amountequal to the exercise price or (iv) by exercise of the right provided for inSection 8 hereof. The person or persons in whose name(s) any certificate(s)representing the Shares shall be issuable upon exercise of this Warrant shall bedeemed to have become the holder(s) of record of, and shall be treated for allpurposes as the record holder(s) of, the Shares represented thereby (and suchShares shall be deemed to have been issued) immediately prior to the close ofbusiness on the date or dates upon which this Warrant is exercised. In the eventof any exercise of the rights represented by this Warrant, certificates for theShares so purchased shall be delivered to the holder hereof or its designee assoon as possible and in any event within five days after such exercise and,unless this Warrant has been fully exercised or expired, a new Warrantrepresenting the portion of the Shares with respect to which this Warrant shallnot then have been exercised shall also be issued to the holder hereof as soonas possible and in any event within such five-day period. This Warrant isexchangeable, upon the surrender hereof by the registered holder at the above-mentioned office or agency of the Company, for a new Warrant of like tenor. TheCompany shall maintain at the above-mentioned office or agency a registryshowing the name and address of the registered holder of this Warrant. ThisWarrant may be surrendered for exchange, transfer or exercise, in accordancewith its terms, at such office or agency of the Company, and the Company shallbe entitled to rely in all respects, prior to written notice to the contrary,upon such registry.
Stock Fully Paid; Reservation of Shares; Taxes
. All Shares that maybe issued upon the exercise of the rights represented by this Warrant will, uponissuance pursuant to the terms and conditions herein, be fully paid andnonassessable, and free from all taxes, liens and charges with respect to theissue thereof. During the period within which the rights represented by thisWarrant may be exercised, the Company will at all times have authorized, andreserved for the purpose of the issue upon exercise of the purchase rightsevidenced by this Warrant, a sufficient number of shares of its Common Stock toprovide for the exercise of the rights represented by this Warrant. Issuance ofcertificates for shares of Common Stock upon the exercise of this Warrant shallbe made without charge to the holder hereof for any issue or transfer tax orother incidental expense in respect of the issuance of such certificate, all ofwhich taxes and expenses shall be paid by the Company, and such certificatesshall be issued in the name of the holder of this Warrant or in such name ornames as may be directed by the holder of this Warrant; provided, however, thatin the event certificates for shares of Common Stock are to be issued in a nameother than the name of the holder of this Warrant, this Warrant when surrenderedfor exercise shall be accompanied by an assignment form reasonably acceptable tothe Company duly executed by the holder hereof; and, provided further, that uponany transfer involved in the issuance or delivery of any certificates for sharesof Common Stock, the Company may require as a condition thereto, the payment ofa sum sufficient to reimburse it for any transfer tax incidental thereto.
Adjustment of Warrant Price and Number of Shares
. The number and kindof securities purchasable upon the exercise of this Warrant and the WarrantPrice shall be subject to adjustment from time to time upon the occurrence ofcertain events, as follows:
Reclassification or Merger
. In case of any reclassification or changeof securities of the class issuable upon exercise of this Warrant (other than achange in par value, or from par value to no par value, or from no par value topar value, or as a result of a subdivision or combination), or in case of anymerger of the Company with or into another corporation (other than a merger withanother corporation in which the Company is the acquiring and the survivingcorporation and which does not result in any reclassification or change ofoutstanding securities issuable upon exercise of this Warrant), or in case ofany sale of all or substantially all of the assets of the Company, the Company,or such successor or purchasing corporation, as the case may be, shall dulyexecute and deliver to the holder of this Warrant a new Warrant (in form andsubstance reasonably satisfactory to the holder of this Warrant), so that theholder of this Warrant shall have the right to receive, at a total purchaseprice not to exceed that payable upon the exercise of the unexercised portion ofthis Warrant, and in lieu of the Shares theretofore issuable upon exercise ofthis Warrant, the kind and amount of shares of stock, other securities, moneyand property receivable upon such reclassification, change or merger by a holderof the number of Shares then purchasable under this Warrant. Such new Warrantshall provide for adjustments that shall be as nearly equivalent as may bepracticable to the adjustments provided for in this Section 3. Theprovisions of this Section 3(a) shall similarly apply to successivereclassifications, changes, mergers and transfers.
Subdivision or Combination of Shares
. If the Company at any timewhile this Warrant remains outstanding and unexpired shall subdivide or combineits outstanding shares of Common Stock, the Warrant Price shall beproportionately decreased in the case of a subdivision or increased in the caseof a combination, effective at the close of business on the date the subdivisionor combination becomes effective.
Stock Dividends and Other Distributions
. If the Company at any timewhile this Warrant is outstanding and unexpired shall (i) pay a dividendwith respect to Common Stock payable in Common Stock, or (ii) make anyother distribution of Common Stock with respect to Common Stock, then theWarrant Price shall be adjusted, from and after the date of determination ofshareholders entitled to receive such dividend or distribution, to that pricedetermined by multiplying the Warrant Price in effect immediately prior to suchdate of determination by a fraction (i) the numerator of which shall be thetotal number of shares of Common Stock outstanding immediately prior to suchdividend or distribution, and (ii) the denominator of which shall be thetotal number of shares of Common Stock outstanding immediately after suchdividend or distribution.
Adjustment of Number of Shares
. Upon each adjustment in the WarrantPrice pursuant to this Section 3, the number of Shares purchasable hereundershall be adjusted, to the nearest whole share, to the product obtained bymultiplying the number of Shares purchasable immediately prior to suchadjustment in the Warrant Price by a fraction, the numerator of which shall bethe Warrant Price immediately prior to such adjustment and the denominator ofwhich shall be the Warrant Price immediately thereafter.
Notice of Adjustments
.
- Whenever the Warrant Price or the number of Shares purchasable hereundershall be adjusted pursuant to Section 3 hereof, the Company shall create acertificate signed by its president or chief financial officer setting forth, inreasonable detail, the event requiring the adjustment, the amount of theadjustment, the method by which such adjustment was calculated, and the WarrantPrice and the number of Shares purchasable hereunder after giving effect to suchadjustment, and shall cause copies of such certificate to be mailed (withoutregard to Section 12 hereof, by first class mail, postage prepaid) to theholder of this Warrant at such holder's last known address.
- If, at any time, the Company's Board of Directors approves any of thefollowing:
the declaration of any cash dividend on the Common Stock;
the payment of any dividend payable in stock upon the Common Stock or anydistribution (other than regular cash dividends) to the holders of its CommonStock;
offering subscription rights pro rata to the holders of its Common Stock forany additional shares of stock of any class or other rights;
sale of all or substantially all of the assets of the Company, a merger orconsolidation of the Company with or into any other corporation or corporations,or any other corporate reorganization, where the stockholders of the Companyimmediately prior to such event do not retain more than a fifty percent (50%)interest in the surviving or successor entity; or
a voluntary or involuntary dissolution, liquidation or winding up of theCompany;

then, in any one or more of said cases, the Company shall give prior writtennotice (without regard to Section 12 hereof), by first-class mail, postageprepaid, addressed to the registered holder of this Warrant at the address ofsuch holder as shown on the books of the Company, of the date on which(A) the books of the Company shall close or a record shall be taken forsuch dividend, distribution or subscription rights, or (B) suchreorganization, reclassification, consolidation, merger, sale, dissolution,liquidation or winding up shall take place, as the case may be. Such noticeshall also specify the date as of which the holders of Common Stock of recordshall participate in such dividend, distribution or subscription rights, orshall be entitled to exchange their Common Stock for securities or otherproperty deliverable upon such reorganization, reclassification, consolidation,merger, sale, dissolution, liquidation or winding up, as the case may be. Suchwritten notice shall be given at least twenty days prior to the action inquestion and not less than twenty days prior to the record date or the date onwhich the Company's transfer books are closed in respect thereto.
Fractional Shares
. No fractional shares of Common Stock will beissued in connection with any exercise hereunder, but in lieu of such fractionalshares the Company shall make a cash payment therefor based on the fair marketvalue of the Common Stock on the date of exercise as reasonably determined inaccordance with Section 8(c).
Compliance with Securities Act; Disposition of Warrant orShares
.
Compliance with Securities Act
. The holder of this Warrant, byacceptance hereof, agrees that this Warrant, and the Shares to be issued uponexercise hereof are being acquired for investment and that such holder will notoffer, sell or otherwise dispose of this Warrant, or any Shares except undercircumstances which will not result in a violation of the Securities Act of1933, as amended (the "Act"), or any applicable state securities laws. Uponexercise of this Warrant, unless the Shares being acquired are registered underthe Act and any applicable state securities laws or an exemption from suchregistration is available, the holder hereof shall confirm in writing that theShares so purchased are being acquired for investment and not with a view towarddistribution or resale in violation of the Act and shall confirm such othermatters related thereto as may be reasonably requested by the Company. ThisWarrant and all Shares issued upon exercise of this Warrant (unless registeredunder the Act and any applicable state securities laws) shall be stamped orimprinted with a legend in substantially the following form:

"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NOSALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATIONSTATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE,REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOTREQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATEGOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONSOF SECTION 6 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLYOR INDIRECTLY."

Said legend shall be removed by the Company, upon the request of a holder, atsuch time as the restrictions on the transfer of the applicable security shallhave terminated. In addition, in connection with the issuance of this Warrant,the holder specifically represents to the Company by acceptance of this Warrantas follows:
The holder is aware of the Company's business affairs and financialcondition, and has acquired information about the Company sufficient to reach aninformed and knowledgeable decision to acquire this Warrant. The holder isacquiring this Warrant for its own account for investment purposes only and notwith a view to, or for the resale in connection with, any "distribution" thereofin violation of the Act.
The holder understands that this Warrant has not been registered under theAct in reliance upon a specific exemption therefrom, which exemption dependsupon, among other things, the bona fide nature of the holder's investment intentas expressed herein.
The holder further understands that this Warrant must be held indefinitelyunless subsequently registered under the Act and qualified under any applicablestate securities laws, or unless exemptions from registration and qualificationare otherwise available. The holder is aware of the provisions of Rule 144,promulgated under the Act.

Disposition of Warrant or Shares
. With respect to any offer, sale orother disposition of this Warrant or any Shares acquired pursuant to theexercise of this Warrant prior to registration of such Warrant or Shares, theholder hereof agrees to give written notice to the Company prior thereto,describing briefly the manner thereof, together with a written opinion of suchholder's counsel, or other evidence, if reasonably requested by the Company, tothe effect that such offer, sale or other disposition may be effected withoutregistration or qualification (under the Act as then in effect or any applicablefederal or state securities law then in effect) of this Warrant or the Sharesand indicating whether or not under the Act certificates for this Warrant or theShares to be sold or otherwise disposed of require any restrictive legend as toapplicable restrictions on transferability in order to ensure compliance withsuch law. Promptly upon receiving such written notice and reasonablysatisfactory opinion or other evidence, if so requested, the Company, aspromptly as practicable but no later than three (3) days after receipt of thewritten notice, shall notify such holder that such holder may sell or otherwisedispose of this Warrant or such Shares, all in accordance with the terms of thenotice delivered to the Company. If a determination has been made pursuant tothis Section 6(b) that the opinion of counsel for the holder or other evidenceis not reasonably satisfactory to the Company, the Company shall so notify theholder promptly with details thereof after such determination has been made.Notwithstanding the foregoing, this Warrant or such Shares may, as to suchfederal laws, be offered, sold or otherwise disposed of in accordance with Rule144 or 144A under the Act, provided that the Company shall have been furnishedwith such information as the Company may reasonably request to provide areasonable assurance that the provisions of Rule 144 or 144A have beensatisfied. Each certificate representing this Warrant or the Shares thustransferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legendas to the applicable restrictions on transferability in order to ensurecompliance with such laws, unless in the aforesaid opinion of counsel for theholder, such legend is not required in order to ensure compliance with suchlaws. The Company may issue stop transfer instructions to its transfer agent inconnection with such restrictions.
No Rights as Shareholders
. No holder of this Warrant, as such, shallbe entitled to vote or receive dividends or be deemed the holder of Shares, norshall anything contained herein be construed to confer upon the holder of thisWarrant, as such, any of the rights of a shareholder of the Company or any rightto vote for the election of directors or upon any matter submitted toshareholders at any meeting thereof, or to receive notice of meetings, or toreceive dividends or subscription rights or otherwise until this Warrant shallhave been exercised and the Shares purchasable upon the exercise hereof shallhave become deliverable, as provided herein.
Right to Convert Warrant into Stock; Net Issuance
.
Right to Convert.
 In addition to and without limiting the rights ofthe holder under the terms of this Warrant, the holder shall have the right toconvert this Warrant or any portion thereof (the "Conversion Right") into sharesof Common Stock as provided in this Section 8 at any time or from time to timeduring the term of this Warrant. Upon exercise of the Conversion Right withrespect to a particular number of shares subject to this Warrant (the "ConvertedWarrant Shares"), the Company shall deliver to the holder (without payment bythe holder of any exercise price or any cash or other consideration) (X) thatnumber of shares of fully paid and nonassessable Common Stock equal to thequotient obtained by dividing the value of this Warrant (or the specifiedportion hereof) on the Conversion Date (as defined in subsection (b) hereof),which value shall be determined by subtracting (A) the aggregate Warrant Priceof the Converted Warrant Shares immediately prior to the exercise of theConversion Right from (B) the aggregate fair market value of the ConvertedWarrant Shares issuable upon exercise of this Warrant (or the specified portionhereof) on the Conversion Date (as herein defined) by (Y) the fair market valueof one share of Common Stock on the Conversion Date (as herein defined).

Expressed as a formula, such conversion shall be computed as follows:

X = B - A        Y

Where: X = the number of shares of Common Stock that may

be issued to holder

Y = the fair market value (FMV) of one share of

Common Stock

A = the aggregate Warrant Price (i.e., Converted

Warrant Shares x Warrant Price)

B = the aggregate FMV (i.e., FMV x Converted

Warrant Shares)

No fractional shares shall be issuable upon exercise of the Conversion Right,and, if the number of shares to be issued determined in accordance with theforegoing formula is other than a whole number, the Company shall pay to theholder an amount in cash equal to the fair market value (as determined inaccordance with Section 8(c)) of the resulting fractional share on theConversion Date (as hereinafter defined). 
Method of Exercise
. The Conversion Right may be exercised by theholder by the surrender of this Warrant at the principal office of the Companytogether with a written statement specifying that the holder thereby intends toexercise the Conversion Right and indicating the number of shares subject tothis Warrant which are being surrendered (referred to in Section 8(a) hereof asthe Converted Warrant Shares) in exercise of the Conversion Right. Suchconversion shall be effective upon receipt by the Company of this Warranttogether with the aforesaid written statement, or on such later date as isspecified therein (the "Conversion Date"). Certificates for the shares issuableupon exercise of the Conversion Right and, if applicable, a new warrantevidencing the balance of the shares remaining subject to this Warrant, shall beissued as of the Conversion Date and shall be delivered to the holder withinfive days following the Conversion Date.
Determination of Fair Market Value
. "Fair market value" of a share ofCommon Stock as of a particular date (the "Determination Date") shall mean:
- The average of the closing prices (as listed on the Nasdaq National Marketand reported in  The Wall Street Journal ) of the Common Stock over theten-day period ending on the last trading day of the Common Stock prior to theDetermination Date and including such last trading day as one of the ten days;and
- If there is no public market for the Common Stock, then fair market valueshall be determined by mutual agreement of the holder of this Warrant and theCompany.
Representations and Warranties
. The Company represents and warrantsto the holder of this Warrant as follows:
- This Warrant has been duly authorized and executed by the Company and is avalid and binding obligation of the Company enforceable in accordance with itsterms, subject to laws of general application relating to bankruptcy, insolvencyand the relief of debtors and the rules of law or principles at equity governingspecific performance, injunctive relief and other equitable remedies;
- The Shares have been duly authorized and reserved for issuance by theCompany and, when issued in accordance with the terms hereof will be validlyissued, fully paid and non-assessable;
- The rights, preferences, privileges and restrictions granted to or imposedupon the Shares and the holders thereof are as set forth in the Company'sCertificate of Incorporation, as amended to the Date of the Grant, a true andcomplete copy of which has been delivered to the original holder of thisWarrant;
- The execution and delivery of this Warrant are not, and the issuance of theShares upon exercise of this Warrant in accordance with the terms hereof willnot be, inconsistent with the Company's Charter or by-laws, do not and will notcontravene any law, governmental rule or regulation, judgment or orderapplicable to the Company, and do not and will not conflict with or contraveneany material provision of, or constitute a default under, any materialindenture, mortgage, contract or other instrument of which the Company is aparty or by which it is bound or require the consent or approval of, the givingof notice to, the registration or filing with or the taking of any action inrespect of or by, any Federal, state or local government authority or agency orother person, except for the filing of notices pursuant to federal and statesecurities laws, which filings will be effected by the time requiredthereby;
- There are no actions, suits, audits, investigations or proceedings pendingor, to the knowledge of the Company, threatened against the Company in any courtor before any governmental commission, board or authority which, if adverselydetermined, will have a material adverse effect on the ability of the Company toperform its obligations under this Warrant; and
Covenants as to Common Stock
.
Listings
. The Company shall promptly secure the listing of the Sharesissuable upon exercise of this Warrant upon each national securities exchange orautomated quotation system, if any, upon which shares of Common Stock are thenlisted (subject to official notice of issuance upon exercise of this Warrant)and shall maintain, so long as any other shares of Common Stock shall be solisted, such listing of all shares of Common Stock from time to time issuableupon the exercise of this Warrant; and the Company shall so list on eachnational securities exchange or automated quotation system, as the case may be,and shall maintain such listing of, any other shares of capital stock of theCompany issuable upon the exercise of this Warrant if and so long as any sharesof the same class shall be listed on such national securities exchange orautomated quotation system.
Good Faith
. The Company will not, by amendment of its Certificate ofIncorporation or through any reorganization, transfer of assets, consolidation,merger, dissolution, issue or sale of securities, or any other voluntary action,avoid or seek to avoid the observance or performance of any of the terms to beobserved or performed by it hereunder, but will at all times in good faithassist in the carrying out of all of the provisions of this Warrant and in thetaking of all such action as may reasonably be requested by the holder of thisWarrant in order to protect the exercise privilege of the holder of this Warrantagainst dilution or other impairment, consistent with the tenor and purpose ofthis Warrant. The Company (i) will not increase the par value of any sharesof Common Stock receivable upon the exercise of this Warrant above the WarrantPrice then in effect and (ii) will take all such actions as may benecessary or appropriate in order that the Company may validly and legally issuefully paid and nonassessable shares of Common Stock upon the exercise of thisWarrant.
Waivers and Amendments
. This Warrant and any provision hereof may bechanged, waived, discharged or terminated only by an instrument in writingsigned by the party against which enforcement of the same is sought.
Notices
. Any notice, request, communication or other documentrequired or permitted to be given or delivered to the holder hereof or theCompany shall be delivered, or shall be sent by certified or registered mail,postage prepaid, to each such holder at its address as shown on the books of theCompany or to the Company at the address indicated therefor on the signaturepage of this Warrant.
Binding Effect on Successors
. This Warrant shall be binding upon anycorporation succeeding the Company by merger, consolidation or acquisition ofall or substantially all of the Company's assets, and all of the covenants andagreements of the Company shall inure to the benefit of the successors andassigns of the holder hereof.
Loss, Theft, Destruction or Mutilation of Warrants or StockCertificates
. The Company covenants to the holder hereof that, upon receiptof evidence reasonably satisfactory to the Company of the loss, theft,destruction or mutilation of this Warrant or any stock certificate and, in thecase of any such loss, theft or destruction, upon receipt of an indemnityreasonably satisfactory to the Company, or in the case of any such mutilationupon surrender and cancellation of such Warrant or stock certificate, theCompany will make and deliver a new Warrant or stock certificate, of like tenor,in lieu of the lost, stolen, destroyed or mutilated Warrant or stockcertificate.
Descriptive Headings
. The descriptive headings of the severalparagraphs of this Warrant are inserted for convenience only and do notconstitute a part of this Warrant. The language in this Warrant shall beconstrued as to its fair meaning without regard to which party drafted thisWarrant.
Governing Law
. This Warrant shall be construed and enforced inaccordance with, and the rights of the parties shall be governed by, the laws ofthe State of California.
Survival of Representations, Warranties and Agreements
. Allrepresentations and warranties of the Company and the holder hereof containedherein shall survive the Date of Grant, the exercise or conversion of thisWarrant (or any part hereof) or the termination or expiration of rightshereunder. All agreements of the Company and the holder hereof contained hereinshall survive indefinitely until, by their respective terms, they are no longeroperative.
Remedies
. In case any one or more of the covenants and agreementscontained in this Warrant shall have been breached, the holders hereof (in thecase of a breach by the Company), or the Company (in the case of a breach by aholder), may proceed to protect and enforce their or its rights either by suitin equity and/or by action at law, including, but not limited to, an action fordamages as a result of any such breach and/or an action for specific performanceof any such covenant or agreement contained in this Warrant.
No Impairment of Rights
. The Company will not, by amendment of itsCharter or through any other means, avoid or seek to avoid the observance orperformance of any of the terms of this Warrant, but will at all times in goodfaith assist in the carrying out of all such terms and in the taking of all suchaction as may be necessary or appropriate in order to protect the rights of theholder of this Warrant against impairment.
Severability
. The invalidity or unenforceability of any provision ofthis Warrant in any jurisdiction shall not affect the validity or enforceabilityof such provision in any other jurisdiction, or affect any other provision ofthis Warrant, which shall remain in full force and effect.
Recovery of Litigation Costs
. If any legal action or other proceedingis brought for the enforcement of this Warrant, or because of an allegeddispute, breach, default, or misrepresentation in connection with any of theprovisions of this Warrant, the successful or prevailing party or parties shallbe entitled to recover reasonable attorneys' fees and other costs incurred inthat action or proceeding, in addition to any other relief to which it or theymay be entitled.
Entire Agreement; Modification
. This Warrant constitutes the entireagreement between the parties pertaining to the subject matter contained in itand supersedes all prior and contemporaneous agreements, representations, andundertakings of the parties, whether oral or written, with respect to suchsubject matter.
 
E-LOAN, Inc., 
a Delaware Corporation
  
 
By:/s/ Matthew Roberts	
 
Title:CFO and Secretary	 
Address:	5875 Arnold Road, Suite 100 
		Dublin, CA 94568  
Date of Grant: June 12, 2001
 
Agreed to and Accepted by:
 
Charles Schwab & Co., Inc.,