Exhibit 10.8



[GRAPHIC]

                                                    PricewaterhouseCoopers LLP
                                                    333 Market Street
                                                    San Francisco CA 94105-2119
                                                    Telephone (415) 498 5000
                                                    Facsimile (415)4987100

February 12, 2001

Matthew Roberts
Chief Financial Officer
E-LOAN, Inc.

5875 Arnold Road
Dublin, CA 94568

Dear Mr. Roberts:

The purpose of this letter is to confirm our understanding of the terms of our
engagement to provide services to E-LOAN, Inc. (the "Company").

SERVICES AND RELATED REPORT

We will examine Management's Assertion stating that the Company's management
maintained effective internal over the Company's information privacy practices
at the E-LOAN.com US web site, www.eloan.com, to achieve the objectives set
forth in the Assessment Criteria (see Exhibit I). Upon completion of our
examination, we will issue our independent accountants' report stating whether,
in our opinion, Management's Assertion referred to above is fairly stated, in
all material respects, based on the Assessment Criteria. If for any reason we
are unable to complete the engagement, we may decline to issue a report as a
result of this engagement or may terminate this engagement.

The report will only be effective for a period of 180 days from the date of our
report and may not be used or distributed after such date. The Company agrees
that our report and any references thereto will be removed from the Internet no
later than such date.

OUR RESPONSIBILITIES AND LIMITATIONS

We will be responsible for examining Management's Assertion in accordance with
Statements on Standards for Attestation Engagements established by the American
Institute of Certified Public Accountants. These standards require that we plan
and perform the examination to obtain a reasonable basis for expressing a
positive opinion about whether Management's Assertion are presented in
conformity with the Assessment Criteria.

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Matthew Roberts                                                     Exhibit 10.8
February 12, 2001


Our examination will cover your assertion only for the periods November 1, 2000
through April 30, 2001. Any projection of such information to the future is
subject to the risk that, because of change, Management's Assertion may no
longer be in conformity with the Assessment Criteria.

We have no responsibility to update our report. Furthermore, the projection of
any conclusions, based on our findings, to future periods is subject to the risk
that changes may alter the validity of such conclusions.

Our engagement cannot ensure that errors, fraud or other illegal acts, if
present, will be detected.

Our examination is intended for the benefit of the Company. The examination will
not be planned or conducted in contemplation of reliance by any third party or
with respect to any specific transaction. Therefore, items of a possible
interest to a third party will not be specifically addressed and matters may
exist that would be assessed differently by a third party, possibly in
connection with a specific transaction.

MANAGEMENT'S RESPONSIBILITIES

Management's Assertion referred to above is the responsibility of the management
of the Company. Management also is responsible for making available to us, on a
timely basis, information necessary for our examination and company personnel to
whom we may direct inquiries. As required by professional standards, we will
make specific inquiries of management and others about Management's Assertion.
Those professional standards also require that we obtain written representations
relating to Management" s Assertion from certain members of management. The
results of our examination procedures, the responses to our inquiries and the
written representations comprise the evidential matter we intend to rely upon in
forming our opinion on Management's Assertion.

As noted above, the Company agrees that the report and any references thereto
will be removed from the Internet no later than 180 days from the date of our
report. Management agrees to notify us of any changes in circumstances or
controls or other matters affecting their assertions or compliance therewith
that come to their attention within this period. The Company also agrees to
remove our report from the Internet within this period upon reasonable request
by PricewaterhouseCoopers LLP.

The Company further agrees that we shall review and pre-approve any language to
be included on the Company's Internet site or elsewhere reflecting or referring
to PricewaterhouseCoopers LLP or our report.

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Matthew Roberts                                                     Exhibit 10.8
February 12, 2001



RELEASE AND INDEMNIFICATION

Because of the importance of oral and written representations to an effective
examination, the Company releases PricewaterhouseCoopers LLP and its personnel
from any and all claims, liabilities, costs and expenses attributable to any
knowing misrepresentation by management.

Further, the Company agrees to indemnify and hold harmless
PricewaterhouseCoopers LLP and its personnel. from any and all claims,
liabilities, costs and expenses relating to', PricewaterhouseCoopers LLP's
services under this engagement letter, except to the extent finally determined
to have resulted from the willful misconduct or fraudulent behavior of
PricewaterhouseCoopers LLP relating to such services.

In no event shall PricewaterhouseCoopers LLP be liable to the Company, whether a
claim be in tort, contract or otherwise:

          (a)  for any amount in excess of the total professional fees paid by
               the Company under this engagement letter; or

          (b)  for any consequential, indirect, lost profit or similar damages
               relating to PricewaterhouseCoopers LLP's services provided under
               this engagement letter, except to the extent finally determined
               to have resulted from the willful misconduct or fraudulent
               behavior of PricewaterhouseCoopers LLP relating to such services.

In the unlikely event that differences concerning our services or fees should
arise that are not resolved by mutual agreement, to facilitate judicial
resolution and save time and expense of both parties, the Company and
PricewaterhouseCoopers LLP agree not to demand a trial by jury in any action,
proceeding or counterclaim arising out of or relating to our services and fees
for this engagement.

TIMING AND FEES

Completion of our work is subject to, among other things, 1) appropriate
cooperation from the Company's personnel including timely preparation of
necessary information, 2) timely responses to our inquiries, and 3) timely
communication of all significant matters relating Management's Assertion. When
and if for any reason the Company is unable to provide such information and
assistance, PricewaterhouseCoopers LLP and the Company will mutually revise the
fee to reflect additional services, if any, required of us to complete the
examination.

Our fee estimates are based on the time required by the individuals assigned to
the engagement. Individual hourly rates vary according to the degree of
responsibility involved and experience and skill required. We estimate our fees
for this examination engagement will be $35,000, exclusive of out-of-pocket
expenses. This estimate takes into account the agreed-upon level of

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Matthew Roberts                                                     Exhibit 10.8
February 12, 2001



assistance from company personnel; we will advise management should this not be
provided or should any other circumstances arise which may cause actual time to
exceed that estimate.

Invoices rendered are due and payable upon receipt.

OTHER MATTERS

Amy additional services that you may request and we agree to provide will be the
subject of separate written agreements.

In the event we are requested or authorized by you or required by government
regulation, subpoena, or other legal process to produce our working papers or
our personnel as witnesses with respect to our engagement for you, you will, so
long as we are not a party to the proceeding in which the information is sought,
reimburse us for our professional time and expenses, as well as the fees and
expenses of our counsel, incurred in responding to such a request.

The Company agrees that it will not, directly or indirectly, agree to assign or
transfer any claim against PricewaterhouseCoopers LLP arising out of this
engagement to anyone.,

This engagement letter reflects the entire agreement between us relating to the
services covered by this letter. It replaces and supersedes any previous
proposals, correspondence and understandings, whether written or oral. The
agreements of the Company and : PricewaterhouseCoopers LLP contained in this
engagement letter shall survive he completion or termination of this engagement.

                                    * * * * *

If you have any questions, please call Todd Roof at (415) 498-7873 or Julianne
DiFonzo at (415) 498-8193. If the services outlined herein are in accordance
with your requirements and if the above terms are acceptable to you, please have
one copy of this letter signed in the space provided below and return it to us.

Very truly yours,

/S/ J. TODD ROOF
----------------
J. Todd Roof
Partner

PricewaterhouseCoopers LLP

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Matthew Roberts                                                     Exhibit 10.8
February 12, 2001


The services and terms as set forth in this letter are agreed to.

E-LOAN

By:   /S/ MATT ROBERTS     /S/ STEPHANY FORTNER
      -----------------------------------------------
      (Matthew Roberts)


      CFO
      -----------------------------------------------
      (Chief Financial Officer)


      FEB 12, 2001
      -----------------------------------------------
      (Date)



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Matthew Roberts                                                     Exhibit 10.8
February 12, 2001

                      EXHIBIT I: SAMPLE ASSESSMENT CRITERIA

Note: These assessment criteria are taken from the AICPA's WebTrust 3.0 On-Line
Privacy program.

A. Disclosures

1.   E-LOAN Inc. discloses on the E-LOAN.com US web site, www.eloan.com, its
     information privacy practices. These practices include, but are not limited
     to, the following disclosures:

          o    The specific kinds and sources of information collected and
               maintained; the use of that information; and possible third party
               distribution of that Information;

          o    Choices regarding how personal information collected from an
               individual online may be used and/or distributed. Individuals are
               given the opportunity to opt out of such use by either not
               providing such information or denying its distribution to parties
               not involved with the transaction;

          o    Sensitive information needed for the electronic commerce
               transaction. Individuals must "opt-in" before this information is
               gathered and transmitted;

          o    The consequences, if any, of an individual's refusal to provide
               information or of an individual's decision to opt-out (or not
               opt-in) of a particular use of such information; and

          o    How personal information collected can be reviewed and, if
               necessary, corrected or removed.

     2.   If the E-LOAN.corn US web site uses cookies or other tracking methods
          (e.g. web bugs and middleware), E-LOAN discloses how they are used. If
          the customer refuses cookies, the consequences, if any, of such
          refusal are disclosed.

     3.   E-LOAN discloses its procedure for individuals, companies or other
          users to inform the entity about breaches or possible breaches to the
          privacy and security of its electronic commerce system(s).

     4.   E-LOAN discloses information to enable customers to contact it for
          questions or support.

     5.   E-LOAN discloses its procedures for consumer recourse for issues
          regarding privacy that are not resolved by E-LOAN. These complaints
          may relate to collection, use and distribution of private information,
          and the consequences for


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Matthew Roberts                                                     Exhibit 10.8
February 12, 2001


failure to resolve such complaints. This resolution process should have the
following attributes:

          o    E-LOAN's commitment to use a specified third party dispute
               resolution service or other process mandated by regulatory bodies
               in the event the customer is not satisfied with E-LOAN's proposed
               resolution of such a complaint together with a commitment from
               such third party to handle such unresolved complaints. Procedures
               to be followed in resolving such complaints, first with E-LOAN
               and, if necessary, with the designated third party.

          o    A description of what use or other action will be taken with
               respect to the private information, which is the subject of the
               complaint, until the complaint is satisfactorily resolved.

     6.   E-LOAN discloses any additional privacy practices needed to comply
          with applicable laws or regulations or any self-regulatory programs in
          which E-LOAN participates.

     7.   E-LOAN discloses changes or updates to its privacy practices.

     8.   E-LOAN clearly discloses to the site's visitors when they have left
          the site covered by E-LOAN privacy policy.

B. Policies, Goals and Objectives

     1.   E-LOAN's policies regarding the protection of personal information
          include, but are not limited to, the following items:

          o    Notice to the customer regarding the information collected;

          o    Choice to the customer regarding the type(s) of information
               gathered and any options the customer has regarding the
               collection of this information

          o    The procedures to add new users, modify the access levels of
               existing users, and remove users who no longer need access;

          o    Employees who are allowed access based upon responsibilities and
               who authorizes that access;

          o    Access by the customer to his or her private information for
               update and corrective purposes;

          o    How complaints about privacy can be addressed;

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Matthew Roberts                                                     Exhibit 10.8
February 12, 2001


          o    Procedures to handle security incidents;

          o    Record retention and destruction practices; and

          o    E-LOAN's commitment to use third-party dispute resolution that
               conforms to the Principles of Arbitration in Appendix C of the
               AICPA's WebTrust 3.0 On-line Privacy program.

     2.   E-LOAN's employees responsible for the privacy of personally
          identifiable information are aware of and follow E-LOAN's published
          privacy and related security policies.

     3.   Accountability for E-LOAN's privacy policy and related security
          policies has been assigned.

     4.   E-LOAN has allocated training and other resources to support its
          privacy and related security policies.

     5.   E-LOAN's privacy and related security policies are consistent with
          disclosed privacy practices and applicable laws and regulations.

C. Procedures and Technology Tools

     1.   E-LOAN has appropriate security procedures to establish new users.

     2.   E-LOAN has procedures to identify and authenticate authorized users.

     3.   E-LOAN has procedures to allow users to, change, update or delete
          their own user profile.

     4.   E-LOAN has procedures to limit remote access to the internal network
          to only authorized personnel.

     5.   E-LOAN has procedures to prevent customers, groups of individuals, or
          other entities from accessing other than their own private or
          sensitive information.

     6.   E-LOAN has procedures to limit access to personally identifiable
          information to only authorized employees based upon their assigned
          roles and responsibilities.

     7.   E-LOAN utilizes a minimum of 128-bit encryption to protect
          transmission of user authentication, verification, and sensitive or
          private information that is passed over the Internet from unintended
          recipients.

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Matthew Roberts                                                     Exhibit 10.8
February 12, 2001



     8.   E-LOAN has procedures to maintain system configurations that minimize
          security exposures potentially affecting private or sensitive
          information.

     9.   E-LOAN has procedures to ensure that private information obtained as a
          result of electronic commerce is only disclosed to parties essential
          to the transaction unless customers are clearly notified prior to
          providing such information. If the customer was not clearly notified
          when he or she submitted the information, customer permission is
          obtained before such information is released to third parties.

     10.  E-LOAN has procedures to ensure that private information obtained as a
          result of electronic commerce is used by employees only in ways
          associated with E-LOAN's business.

     11.  E-LOAN has procedures for personally identifiable information
          collected, created or maintained by it to subject the information to
          reasonable edit and validation checks as it is collected.

     12.  E-LOAN has procedures to obtain assurance or representation that the
          adequacy of information protection and privacy policies of third
          parties to whom information is transferred, and upon which E-LOAN
          relies, is in conformity with E-LOAN's disclosed privacy practices.

     13.  Customer permission is obtained before downloading files to be stored
          or alter or copy information on a customer's computer.

          o    If the customer has indicated that it does not want cookies,
               E-LOAN has controls to ensure that cookies are not stored on the
               customer's computer.

          o    E-LOAN requests customer permission to. store, alter, or copy
               information (other than cookies) in the customer's computer.

     14.  In the event that a disclosed privacy policy is changed or deleted to
          be less restrictive, E-LOAN has procedures to protect personal
          information in accordance with the privacy policies in place when such
          information was collected. Clear and conspicuous customer notification
          and choice are required to allow E-LOAN to follow the new privacy
          policy with respect to their personal information.

D.       Monitoring and Performance Measures

     1.   E-LOAN maintains procedures to monitor the security of its electronic
          commerce systems.


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Matthew Roberts                                                     Exhibit 10.8
February 12, 2001

     2.   E-LOAN has procedures in place to keep its disclosed privacy and
          related security policies current with laws and regulations and to
          monitor adherence to its current privacy and security policy
          practices.

     3.   E-LOAN has procedures in place to test its privacy and security
          incident policy and update it as needed due to technology changes,
          changes in the structure of the electronic commerce system(s), or
          information gained from tests of its plan.

     4.   E-LOAN has procedures in place to monitor and act upon privacy and
          security breaches.



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