Website Linking Agreement

This Website Linking Agreement (this "**Agreement**") iseffective as of September 30, 1999, between Providian Financial Corporation("Providian"), a Delaware corporation and E-Loan, Inc., a Delawarecorporation ("E-Loan").

Background
.	
Providian markets, sells and provides to consumers credit card products andrelated products and services (e.g., those listed on Exhibit A) (collectivelythe "Business") on the Internet through a website at the ResourceLocator (URL): http://www.aria.com (the"Providian Website").

- E-Loan markets, sells and provides consumer information concerning homemortgages, home equity loans and automobile financing and other lending productson the Internet at the URL: http://www.e-loan.com or http://www.eloan.com (the"E-Loan Website").
- E-Loan would also like to offer its customers the ability to obtain creditcards and related products and services from Providian pursuant to the terms ofthis Agreement and Providian would like to be referred customers from E-Loanpursuant to the terms of this Agreement.
**E-Loan Responsibilities
.
- By September 30, 1999, E-Loan will have modified, and will thereaftercontinue to maintain, the home page of the E-Loan Website to promote theBusiness in a similar, and at least as prominent, manner as it promotes itscurrent and future businesses (mortgages, home equity loans and automobilefinancings).  All references on the E-Loan Website to products, services orwebsites relating to the Business will be subject to Providian's writtenapproval and shall include hyperlinks to a new web page on the E-Loan Websitethat describes the Business (the "Originating Web Page").  TheOriginating Web Page, as well as all modifications thereto, will:
exclusively promote the products and services of the Business with thecontent provided by Providian; 
be approved by Providian in writing prior to being accessible by Internetusers; and
except for navigational hyperlinks to other web pages on the E-Loan Website,contain hyperlinks exclusively to web pages on the Providian Website enablingthe customer to apply for any and all of the products and services offered atthe Providian Web Site.

Exclusivity
. E-Loan will not operate, promote, assume a profitsinterest in, or assist any third party in any business competitive with theBusiness, including, but not limited to, (a) providing any hyperlinks from anyportion of its Website to any website competitive with the Business or (b)giving any business competitive with the Business access to any E-Loan customerinformation (collectively, "Competitive Activity").  During the termof this Agreement, E-Loan will not publicly announce any agreement with anythird party under which E-Loan would assist or be involved in any CompetitiveActivity. 
Performance Standards
.  E-Loan shall generate sufficient traffic tothe Originating Web Page that at least [*].
Brand Maintenance
.  E-Loan will:
- continue to support the E-Loan brand and promote Internet users to visit theE-Loan Website at least at the same level it has been providing such support andpromotion in the past six months;
- not take any action that would likely divert customers for products andservices of the Business away from the E-Loan Website, the Originating Web Page,or the Providian Website or decrease the number of people that apply for creditcards through the Providian Website;
- generate a sufficient amount of traffic to the E-Loan Website that causesInternet users in aggregate each month to request, and E-Loan to respond to, atleast [*] rate quotes for E-Loan products via the E-Loan Website (each completedrequest and response, a "Rate Quote"); and
- deliver to Providian by the 15 th  of each month a statement of thenumber of Rate Quotes provided in the previous month and the geographicdispersion of such Internet users.
Content Updates
.  E-Loan will incorporate Providian's requestedchanges of content to the E-Loan Website concerning Providian's products andservices as promptly as commercially practicable, but in any event within tendays of such request, unless E-Loan reasonably objects to such content andnotifies Providian in writing of the reason for such objection within ten daysof Providian's submission of such requested changes. 
**Providian Obligations
.  
Originating Web Page Booked Accounts
.  Providian will track eachcustomer that accesses the Providian Web Site directly from a hyperlink at theOriginating Web Page and applies for a credit card on the Providian Web Sitebefore leaving the Providian Website (an "Originating Web PageCustomer").  Providian will thereafter send a credit card to eachOriginating Web Page Customer that has received underwriting approval.  Upon theOriginal Web Page Customer's receipt and successful activation of the creditcard, an "Originating Web Page Booked Account" shall have beencreated.  Providian shall deliver E-Loan by the 15
th
 of each month astatement of the numbers and geographic dispersion for the prior month ofOriginating Web Page Customers and Originating Web Page Booked Accounts. 
Customer Service
. Providian will provide the Originating Web PageCustomers with at least the same level of customer service it provides to itsother customers and will use its best efforts to address any problems raised byOriginating Web Page Customers in any customer surveys conducted.  Providianwill provide E-Loan with summaries of the results of any customer surveys itreceives from Originating Web Page Booked Accounts.
Sharing of Account Information
. [*] 
Product Availability
.  Providian will enable Originating Web PageCustomers to apply for any and all credit card products being offered byProvidian on the Providian Website.

3.5	Co-Branded Website.  As soon as commercially practicable,Providian will modify the Providian Website to enable Internet users visitingunsecure web pages of the Providian Website via a hyperlink from the OriginatingWeb Page to (a) view E-Loan's name and logo and (b) be able to hyperlink back tothe E-Loan Website.  
**Payments
.  
Initial Payment
.  On the date of this Agreement, Providian shall payE-Loan [*].
Performance Payment
.  Providian shall pay E-Loan an additional [*]within 30 days following E-Loan's achievement of both:
- [*] Originating Web Page Booked Accounts; and
- an average of [*] Rate Quotes per month since October 1, 1999.
Commission
.  Within thirty (30) days following the end of eachcalendar quarter, Providian shall pay E-Loan a commission based upon the numberof Originating Web Page Booked Accounts created in a calendar quarter.  For eachcalendar quarter in which:

(a), (b), (c) [*]
Payment of Commissions
.  Providian will pay any Commissions owed fora given calendar quarter within 30 days after the end of that calendarquarter.
**Intellectual Property.
License
.  Each party (the "Granting Party") grants theother party (the "Receiving Party") a nonexclusive right to displaythe Granting Party's trademarks and copyrights on the Receiving Party's Website;provided that:
- the Receiving Party will use the Granting Party's trademarks and copyrightsin accordance with such guidelines as may be provided by the Granting Party fromtime to time;
- the Granting Party may inspect the Receiving Party's use of the GrantingParty's trademarks and copyrights and require the Receiving Party to modify suchuse to an acceptable form to the Granting Party or immediately remove theGranting Party's trademarks and copyrights at issue;
- such licenses will not confer to the Receiving Party any right of ownershipin, or to, the Granting Party's trademarks or copyrights ; and
- the use by Receiving Party of the Granting Party's trademarks and copyrightswill inure to the benefit of the Granting Party.
Confidentiality
. The parties agree and acknowledge that, as a resultof negotiating, entering into and performing this Agreement, each party has andwill have access to certain of the other party's Confidential Information (asdefined below). Each party also understands and agrees that misuse and/ordisclosure of that information could adversely affect the other party'sbusiness. Accordingly, the parties agree that, during the term of this Agreementand thereafter, each party shall use and disclose the other party's ConfidentialInformation only in furtherance of the purposes of this Agreement and shallrestrict disclosure of the other party's Confidential Information to itsemployees, consultants or independent contractors with a need to know and shallnot disclose the other party's Confidential Information to any third partywithout the prior written approval of the other party.  
- Notwithstanding the foregoing, it shall not be a breach of this Agreementfor either party to disclose Confidential Information of the other party ifcompelled to do so under law, by government regulators, or in a judicial orother governmental investigation or proceeding, provided the other party hasbeen given prior notice to permit such other party a reasonable opportunity toobject to the judicial or governmental requirement to disclosure. 
- As used in this Agreement, the term "Confidential Information"refers to: (i) the terms, conditions and existence of this Agreement; (ii) eachparty's trade secrets, business plans, strategies, methods and/or practices;(iii) any and all information which is governed by any now-existing or futurenon-disclosure agreement between the parties; and (iv) any other informationrelating to either party which is not generally known to the public, includinginformation about either party's personnel, products, customers, marketingstrategies, services, or future business plans. The parties may specificallydesignate certain information as being Confidential Information whether bymarking the information "confidential" or otherwise, however,information not so marked and which falls within the scope of this Section shallbe treated as Confidential Information. 
- However, the term "Confidential Information" specifically excludes(i) information that is now in the public domain or subsequently enters thepublic domain by publication or otherwise through no action or fault of theother party; (ii) information that is known to either party without restriction,prior to receipt from the other party under this Agreement, from its ownindependent sources, and which was not acquired, directly or indirectly, fromthe other party; (iii) information that either party receives from any thirdparty having a legal right to transmit such information, and not under anyobligation to keep such information confidential; and (iv) informationindependently developed by either party's employees or agents provided thateither party can show that such information was developed without reference tothe Confidential Information received hereunder.
**Term
.  The initial term shall expire on the [*] of the date of thisAgreement; provided, however, the initial term will be automatically extendeduntil the first to occur of: (a) [*] or (b) the creation of at least [*]Originating Web Page Booked Accounts.  The term will be automatically renewedfor additional [*] unless either party sends the other party written notice ofnonrenewal at least 45 days before the end of a term.
**Termination
.  This Agreement may be terminated by the non-breachingparty in the event of a breach of a material term of this Agreement if the non-breaching party delivers written notice to the breaching party of the breach("Notice Of Breach") and the breaching party fails to cure the breachwithin 90 days thereafter.
**Mutual Representations and Covenants
.
Conduct
.  Each party shall perform all of its duties hereunder incompliance of applicable laws and shall conduct its activities in a first classmanner reflecting favorably on the other party.
Intellectual Property
.  The content and materials on each party'swebsite will not infringe upon or violate (a) any U.S. copyright, patent,trademark, trade secret or other proprietary right of a third party or (b)applicable law, regulation, or non-proprietary third-party right.
Authority and Noncontravention
.  Each party represents and warrantsthat:
- it possesses all necessary corporate authority and power to execute thisAgreement;
- this Agreement, when mutually executed by the parties, will be binding andenforceable against each party; and
- entering into this Agreement will not contravene any other agreement orright of a third party. 
Active Websites
.  Each party shall use best efforts to keep itswebsite operational 24 hours a day each day, except for limited downtime duringnon-peak usage periods for scheduled maintenance. 
Mutual Cooperation
.  The parties agree to cooperate in theenhancement of E-Loan's Website to promote the Business and maximize customerclick-through rate from the E-Loan Website to the Providian Website and thepercentage of those customers that apply for a credit card on the ProvidianWebsite.
Public Announcements
.  The parties shall reach agreement with eachother as to the content, form and timing of any public announcement concerningthe execution of this Agreement, the transactions contemplated by this Agreementor any other matter concerning this Agreement or its operation before making anysuch public announcement; provided, however, that this Section shall not requireeither party to refrain from making any announcement or disclosure which in theopinion of its counsel is required by law or by any regulatory authority.
Audit Rights
.  Providian shall have the right to demand an audit ofthe number of Rate Quotes and E-Loan shall have the right to demand an audit ofthe number of  Originating Web Page Booked Accounts, both  pursuant to thefollowing procedures:
- A party may demand an audit (the "Audit Requester") no more thantwo times during the term by delivering written notice of such demand to theparty to be audited (the "Audited Party") specifying a "BigFour" public accounting firm that the Audit Requester has retained toconduct the audit (the "Auditor") and the specific monthly statementsto be audited (the "Audited Statements"); provided, however, that theAuditor shall not be the accounting firm that audits the Audit Requester'sfinancial statements;
- Within 30 days after receiving the notice of audit demand, the Audited Partyshall grant the Auditor access to those books and records reasonably necessaryto conduct the relevant audit. 
- The Audited Party shall pay the fees and expenses of the Auditor if theAuditor determines that the Audited Statements were in error by more than 10% ofthe aggregate total amount stated on the Audited Statements. 
**Warranties and Limitation on Liability
.  Except for therepresentations, warranties, and convenants specifically made in this Agreement,neither party makes any warranties, express or implied, and specificallydisclaims all other warranties including, but not limited to, any warranty ofmerchantability or fitness for a particular purpose.  Neither party shall beliable to the other party for any special, consequential, incidental or indirectdamages, however caused, arising out of this Agreement, whether or not advisedof the possibility of such damages, and notwithstanding any failure of essentialpurpose of any limited remedy.
**Miscellaneous
.
Independent Contractors
.  The parties to this Agreement areindependent contractors.  Neither party is a partner, joint venturer, agent orrepresentative of the other party.  Neither party shall have the right, power orauthority to bind the other party in any respect, it being intended that eachparty hereto shall remain an independent contractor responsible only for its ownactions.  
No Authorization
.  Neither party will make any representation,warranty, guarantee, offer or acceptance on behalf of the other party unlessapproved in writing by the other party.  
Notices
.  Any notice or written communication required or permittedto be delivered to either party shall be deemed to have delivered and given to aparty if sent to the address of the party listed below:
- on the delivery date, if delivered electronic mail, facsimile or deliveredpersonally to the other party;
- two business days after deposit with a commercial overnight carrier; or
- Five days after the post mark date if sent by U. S. mail.

.	If to Providian:	John Clark

Senior Vice President

Providian Financial Corporation

			201 Mission Street

			San Francisco, CA  94105

			Facsimile:  415-278-6028

			Email:	john_clark@providian.com

			With a copy to:

				Paul A. Reiner

				Paul, Hastings, Janofsky & Walker

				345 California Street

				San Francisco, CA 94104

				Facsimile: 415-217-5333

				Email:pareiner@phjw.com

	If to E-Loan:		Doug Galen

			E-Loan, Inc.

			5875 Arnold Road

			Dublin, CA  94568	

Facsimile:  925-556-2914

Email: doug@e-loan.com

		With a copy to:

			Issac Vaughn, Esq.

			Wilson, Sonsini, et al.

			650 Page Mill Road

			Palo Alto, CA  94304

			Facsimile: 650-493-6811

			Email: ivaughn@wsgr.com
Arbitration
.  In the event of any dispute arising hereunder, thedispute will be submitted to arbitration before a single arbitrator, withspecific experience in Internet and electronic communication matters, inaccordance with the rules of the American Arbitration Association provided that:(a) the arbitrator will be instructed and empowered to take whatever steps toexpedite the arbitration as he or she deems reasonable; (b) each party will bearits own costs in connection with the arbitration; provided that the costs of thearbitrator will be borne by the party who the arbitrator determines not to haveprevailed in the matter; (c) the arbitrator's judgment will be final, exceptthat it may be challenged on the grounds of fraud or gross misconduct; and (d)the arbitration will be held in San Francisco, California.  If within fivebusiness days after the initiation of the need for arbitration, the parties havenot agreed upon an arbitrator, each party will submit to the other party thenames of three arbitrators acceptable to it.  Each party will choose one namefrom the other's list and the parties jointly and promptly will petition thepresiding judge of the Superior Court of the City and County of San Francisco toselect the arbitrator from the two names so chosen.
Injunctive Relief
.  In the event of a violation or threatenedviolation of either party's rights provided for in this Agreement, the affectedparty shall have the right, in addition to such other remedies as may beavailable pursuant to law or this Agreement, to injunctive or declaratory reliefenjoining such act or threatened act.  Both parties acknowledge that legalremedies for such violation or threatened violation are inadequate.
Assignment
.  Neither party may assign this Agreement without thewritten approval of the other party. 
Governing Law
.  The provisions and terms of this Agreement shall begoverned by and construed in accordance with the laws of the State of Californiawithout regard to any choice of law or conflict of law principles and asapplicable to contracts to be entered into and performed entirely within theState of California.
Counterparts
.  This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.
No Waiver
.  The failure of either party to insist upon or enforcestrict performance by the other party of any provision of this Agreement or toexercise any right under this Agreement shall not be construed as a waiver orrelinquishment to any extent of such party's right to assert or rely upon anysuch provision or right in that or any other instance; rather, the same shall beand remain in full force and effect.
Entire Agreement
.  This Agreement sets forth the entire agreement andsupersedes any and all prior agreements, written or oral, of the parties withrespect to the transactions set forth herein.
Amendments
.  This Agreement or any provision hereof may not bechanged, waived, discharged or terminated orally, but only by a statement inwriting signed by the party against which enforcement of the change, waiver,discharge or termination is sought. 
Severability
.  If any one or more of the provisions contained in thisAgreement should be invalid, illegal or unenforceable as to any party or in anyjurisdiction, then such unenforceable provision or provisions will be invalid,illegal or unenforceable without affecting or otherwise impairing theenforceability of the remaining provisions contained herein or such provisionwith respect to any other jurisdiction.

 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed asof the day and year first above written.
**PROVIDIAN FINANCIAL CORPORATION********************