Exhibit 10.14

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") ismade and entered into as of July 12, 2001 by and between The Charles SchwabCorporation, a Delaware corporation ("Schwab" or the "Purchaser"), and E-Loan,Inc., a Delaware corporation (the "Company").

R E C I T A L S :

WHEREAS, concurrent with the execution of this Agreement thePurchaser is acquiring from the Company the Company's 8% Convertible Note (the"Note") pursuant to the Note Purchase Agreement (as defined below); and

WHEREAS, the Note is convertible at the option of the holdersinto shares of the Company's common stock, $0.001 par value (the "CommonStock"); and

WHEREAS, the Company is granting a warrant (the "New SchwabWarrant"), dated July 12, 2001, to Schwab to acquire One Million ThreeHundred Eighty-Nine Thousand (1,389,000) shares of the Common Stock (the"Warrant Shares") with an exercise price of $5.00 per share and a term untilJuly 25, 2003 in exchange for a warrant, dated April 25, 2000, toacquire 6,600,000 shares of Common Stock for $15.00 per share;

NOW, THEREFORE, in consideration of the mutual promises,representations, warranties and conditions set forth in this Agreement, theparties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT :

Definitions
.  For purposes of this Agreement, inaddition to the definitions set forth above and elsewhere herein, the followingterms shall have the following respective meanings:

"Acquisition Shares" shall mean the shares of CommonStock which the Purchaser will have a right to acquire upon the conversion ofthe Note.

"Closing" shall mean the closing of the purchase ofthe Note by the Purchaser pursuant to the Note Purchase Agreement.

"Commission" shall mean the United States Securitiesand Exchange Commission and any successor agency.

"Exchange Act" shall mean the Securities Exchange Actof 1934, as amended, or any similar federal statute, and the rules andregulations of the Commission thereunder, all as the same shall be in effect atthe time.

"Holder" shall mean the Purchaser and all transfereesor assignees thereof to whom the rights under this Agreement are assigned inaccordance with the provisions of Section 8 hereof.

"person" shall mean an individual, corporation,partnership, limited partnership, syndicate, person (including, withoutlimitation, a "person" as defined in Section 13(d)(3) of the Exchange Act),trust, association or entity or government, political subdivision, agency orinstrumentality of a government.

"Register," "registered" and"registration" shall refer to a registration effected by preparing andfiling a registration statement or similar document in compliance with theSecurities Act and the declaration or ordering of effectiveness of suchregistration statement or document.

"Registrable Stock" shall mean (a) theAcquisition Shares, (b) the Warrant Shares, (c) any shares of CommonStock or other capital stock issued as a dividend, or other distribution withrespect to, or in exchange for, or in replacement of, any of the AcquisitionShares and/or the Warrant Shares, and (d) any shares of capital stockissued by way of a stock split of the Acquisition Shares and/or the WarrantShares referred to in clauses (a) or (b) above.  For purposes of thisAgreement, any Registrable Stock shall cease to be Registrable Stock when(i) a registration statement covering such Registrable Stock has beendeclared effective and such Registrable Stock has been disposed of pursuant tosuch effective registration statement, (ii) such Registrable Stock is soldby a person in a transaction in which the rights under the provisions of thisAgreement are not assigned, or (iii) all such Registrable Stock may be soldby any and all Holders pursuant to Rule 144(k) (or any similar provision then inforce, but not Rule 144A) under the Securities Act without registrationunder the Securities Act.

"Securities Act" shall mean the Securities Act of1933, as amended, or any similar federal statute, and the rules and regulationsof the Commission thereunder, all as the same shall be in effect at thetime.

"Note Purchase Agreement" shall mean the Note PurchaseAgreement between the Company and the Purchaser, dated July 12, 2001.

Restrictive Legend
.  Each certificate representingAcquisition Shares and Warrant Shares shall, except as otherwise provided inthis Section 2, be stamped or otherwise imprinted with a legendsubstantially in the form set forth in the Note Purchase Agreement or theWarrant, as applicable.  A certificate shall not bear such legend if in theopinion of counsel satisfactory to the Company (it being agreed that Howard,Rice, Nemerovski, Canady, Falk and Rabkin, A Professional Corporation, shall besatisfactory) or the Company shall determine that the securities being soldthereby may be publicly sold without registration under the Securities Act orthe transfer of such securities is permitted under the provisions ofRule 144(k) or Rule 144A (or any rule permitting public sale withoutregistration under the Securities Act).

Registration
.  On or before the 60-day anniversaryof the Closing, the Company shall use its reasonable best efforts to prepare andfile with the Commission a registration statement on Form S-3 or anysuccessor thereto, signed, pursuant to Section 6(a) of the Securities Act,by the officers and directors of the Company, with respect to the RegistrableStock.  The Company shall use its reasonable best efforts to register under theSecurities Act, for public sale, the shares of Registrable Stock.  If theCompany shall fail to register the shares of Registrable Stock, the Companyshall deliver the unregistered shares of Registrable Stock to the Purchaser andsuch shares may be sold pursuant to and subject to the requirements of Rule 144under the Securities Act.  The Company's delivery of the unregistered sharesshall be the Purchaser's sole remedy for any failure by the Company to registershares pursuant to this Section 3.  In connection with this Section 3, theCompany shall:

cause such registration statement to become effective onor before the three-month anniversary of the Closing and to remain effectivethrough and including the earlier of (i) the time when all of theRegistrable Stock has been sold pursuant to such registration statement or(ii) the time when all of the Holders of the Registrable Stock can sell allof the Registrable Stock pursuant to Rule 144(k) (or any similar provisionthen in force, but not Rule 144A) under the Securities Act withoutregistration under the Securities Act.

prepare and file with the Commission such amendments andsupplements to such registration statement, signed, pursuant toSection 6(a) of the Securities Act, by the officers and directors of theCompany, and the prospectus used in connection therewith as may be necessary tocomply with the provisions of the Securities Act with respect to the dispositionof all Registrable Stock covered by such registration statement;

furnish to the Holders such numbers of copies of theregistration statement and the prospectus included therein (including eachpreliminary prospectus and any amendments or supplements thereto) in conformitywith the requirements of the Securities Act and such other documents andinformation as they may reasonably request;

use its reasonable best efforts to register or qualifythe Registrable Stock covered by such registration statement under such othersecurities or blue sky laws of such jurisdictions within the United States andPuerto Rico as required by law for the distribution of the Registrable Stockcovered by the registration statement; provided, however, that the Company shallnot be required in connection therewith or as a condition thereto to qualify todo business in or to file a general consent to service of process in anyjurisdiction wherein it would not but for the requirements of this paragraph(d) be obligated to do so; and provided, further, that the Company shallnot be required to qualify such Registrable Stock in any jurisdiction in whichthe securities regulatory authority requires that any Holder submit any sharesof its Registrable Stock to the terms, provisions and restrictions of anyescrow, lockup or similar agreement(s) for consent to sell Registrable Stock insuch jurisdiction unless such Holder agrees to do so;

promptly notify each Holder for whom such RegistrableStock is covered by such registration statement, at any time when a prospectusrelating thereto is required to be delivered under the Securities Act, of thehappening of any event as a result of which the prospectus included in suchregistration statement, as then in effect, includes an untrue statement of amaterial fact or omits to state any material fact required to be stated thereinor necessary to make the statements therein not misleading in light of thecircumstances under which they were made, and at the request of any such Holderpromptly prepare and furnish to such Holder a reasonable number of copies of asupplement to or an amendment of such prospectus as may be necessary so that, asthereafter delivered to Holders of such securities, such prospectus shall notinclude any untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein notmisleading in light of the circumstances under which they were made;

enter into customary agreements and take such otheractions as are reasonably required in order to expedite or facilitate thedisposition of the Registrable Stock to be so included in the registrationstatement;

otherwise use its reasonable best efforts to comply withall applicable rules and regulations of the Commission;

use its reasonable best efforts to list the RegistrableStock covered by such registration statement with any securities exchange onwhich Holder Common Stock is then listed; and

after the effectiveness of the registration statement,cooperate with the Holders to facilitate the timely preparation and delivery ofcertificates representing the Registrable Stock to be sold, which certificatesshall not bear any restrictive legends other than restrictive legends stillrequired to be imposed by the Warrant or the Note PurchaseAgreement.

Suspension of Trading
.  Notwithstanding any otherprovision of this Agreement, the Company shall have the right at any time torequire that all Holders suspend further open market offers and sales ofRegistrable Stock whenever, and for so long as, in the reasonable judgment ofthe Company in good faith based upon the advice of counsel satisfactory to theHolders of a majority of the Registrable Stock, there is in existence materialundisclosed information or events with respect to the Company (the"
Suspension Right
") such that the registration statement would containany untrue statement of a material fact or omit to state any material factrequired to be stated therein or necessary to make the statements therein notmisleading in light of the circumstances under which they were made.  In theevent the Company exercises the Suspension Right, such suspension will continuefor such period of time reasonably necessary for disclosure to occur at a timethat is not materially detrimental to the Company or until such time as theregistration statement does not include any untrue statement of a material factor omit to state any material fact required to be stated therein or necessary tomake the statements therein not misleading in light of the circumstances underwhich they were made, each as determined in good faith by the Company.  TheCompany will promptly give the Holders notice, in a writing signed by anexecutive officer of the Company, of any exercise of the Suspension Right.  TheCompany agrees to notify the Holders promptly upon termination of the SuspensionRight.  Notwithstanding the foregoing, under no circumstances shall Holder beentitled to exercise the Suspension Right for more than sixty calendar days inany twelve-month period.

Furnish Information
.  It shall be a conditionprecedent to the obligations of the Company to take any action pursuant to thisAgreement that the Holders shall furnish to the Company such informationregarding themselves, the Registrable Stock held by them, and the intendedmethod of disposition of such securities as the Company shall reasonably requestand as shall be required in connection with the action to be taken by theCompany.

Expenses of Registration
.  All expenses incurredin connection with the registration pursuant to this Agreement, includingwithout limitation all registration, filing and qualification fees, wordprocessing, duplicating, printers' and accounting fees (including the expensesof any special audits or "cold comfort" letters required by or incident to suchperformance and compliance), fees of the National Association of SecuritiesDealers, Inc. or listing fees, messenger and delivery expenses, all fees andexpenses of complying with state securities or blue sky laws, reasonable feesand disbursements of counsel for the Company, and the reasonable fees anddisbursements of one counsel for the Holders (which counsel shall be selected bythe Holders holding a majority of the Acquisition Shares and shall besatisfactory to the Company (it being agreed that Howard, Rice, Nemerovski,Canady, Falk & Rabkin shall be satisfactory)), shall be paid by the Company.The parties agree that all underwriting discounts and commissions shall be theresponsibility of the Holders.

Indemnification
.

To the extent permitted by applicable law, the Companyshall indemnify and hold harmless each Holder, such Holder's directors andofficers, any underwriter (as defined in the Securities Act), and each person,if any, who controls such Holder or underwriter within the meaning of theSecurities Act, against any losses, claims, damages or liabilities, joint orseveral, to which they may become subject under the Securities Act or any otherapplicable state or federal law, insofar as such losses, claims, damages orliabilities (or proceedings in respect thereof) arise out of or are based on anyuntrue or alleged untrue statement of any material fact contained in suchregistration statement on the effective date thereof (including any prospectusfiled under Rule 424 under the Securities Act or any amendments orsupplements thereto) or arise out of or are based upon the omission or allegedomission to state therein a material fact required to be stated therein ornecessary to make the statements therein not misleading, and shall reimburseeach such Holder, such Holder's directors and officers, such underwriter orcontrolling person for any legal or other expenses reasonably incurred by them(but not in excess of expenses incurred in respect of one counsel and one localcounsel for all of them unless, in the reasonable judgment of an indemnifiedparty there is potential conflict of interest between any indemnified parties,which indemnified parties may be represented by separate counsel and localcounsel) in connection with investigating or defending any such loss, claim,damage, liability or action; provided, however, that the indemnity agreementcontained in this Section 7(a) shall not apply to amounts paid insettlement of any such loss, claim, damage, liability or action if suchsettlement is effected without the consent of the Company (which consent shallnot be unreasonably withheld); provided, further, that the Company shall not beliable to any Holder, such Holder's directors and officers, underwriter orcontrolling person in any such case for any such loss, claim, damage, liabilityor action to the extent that it arises out of or is based upon an untruestatement or alleged untrue statement or omission or alleged omission made inconnection with such registration statement, preliminary prospectus, finalprospectus or amendments or supplements thereto, in reliance upon and inconformity with written information furnished expressly for use in connectionwith such registration by any such Holder, such Holder's directors and officers,underwriter or controlling person.  Such indemnity shall remain in full forceand effect regardless of any investigation made by or on behalf of any suchHolder, such Holder's directors and officers, underwriter or controlling person,and shall survive the transfer of such securities by such Holder.

To the extent permitted by applicable law, each Holdershall indemnify and hold harmless the Company, each of its directors andofficers, each person, if any, who controls the Company within the meaning ofthe Securities Act, and any underwriter (within the meaning of the SecuritiesAct) for the Company against any losses, claims, damages or liabilities, jointor several, to which the Company or any such director, officer, controllingperson or underwriter may become subject, under the Securities Act or any otherapplicable state or federal law, insofar as such losses, claims, damages orliabilities (or proceedings in respect thereof) arise out of or are based uponany untrue statement or alleged untrue statement of any material fact containedin such registration statement on the effective date thereof (including anyprospectus filed under Rule 424 under the Securities Act or any amendmentsor supplements thereto) or arise out of or are based upon the omission oralleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein not misleading, in each case to theextent, but only to the extent, that such untrue statement or alleged untruestatement or omission or alleged omission was made in such registrationstatement in reliance upon and in conformity with written information furnishedexpressly by or on behalf of such Holder for use in connection with suchregistration; and each such Holder shall reimburse any legal or other expensesreasonably incurred by the Company or any such director, officer, controllingperson, agent or underwriter (but not in excess of expenses incurred in respectof one counsel and one local counsel for all of them unless, in the reasonablejudgment to of an indemnified party, there is a conflict of interest between anyindemnified parties, which indemnified parties may be represented by separatecounsel and local counsel) in connection with investigating or defending anysuch loss, claim, damage, liability or action; provided, however, that theindemnity agreement contained in this Section 7(b) shall not apply toamounts paid in settlement of any such loss, claim, damage, liability or actionif such settlement is effected without the consent of such Holder (which consentshall not be unreasonably withheld), and provided, further, that the liabilityof each Holder hereunder shall be limited to the proportion of any such loss,claim, damage, liability or expense which is equal to the proportion that thenet proceeds from the sale of the shares sold by such Holder under any suchregistration statement bears to the total net proceeds from the sale of allsecurities sold thereunder, but not in any event to exceed the net proceedsreceived by such Holder from the sale of Registrable Stock covered by suchregistration statement.

Promptly after receipt by an indemnified party under thisSection of notice of the commencement of any action, such indemnified partyshall, if a claim in respect thereof is to be made against any indemnifyingparty under this Section, notify the indemnifying party in writing of thecommencement thereof and the indemnifying party shall have the right toparticipate in and assume the defense thereof with counsel selected by theindemnifying party and reasonably satisfactory to the indemnified party;provided, however, that the exercise of the foregoing right shall be conditionedupon the written acknowledgment of the indemnifying party to the indemnifiedparty of the indemnifying party's obligation hereunder to indemnify theindemnified party for any losses arising from such action; and provided further,that in such event, the indemnified party shall have the right to retain its owncounsel and local counsel, with all fees and expenses thereof to be paid by suchindemnified party, and to be apprised of all progress in any proceeding thedefense of which has been assumed by the indemnifying party.  The failure tonotify an indemnifying party promptly of the commencement of any such action,shall only release the indemnifying party from any of its obligations under thisSection 7(c) if, and only to the extent that, such indemnifying party ismaterially prejudiced by such failure, but the omission to so notify theindemnifying party will not relieve it of any liability that it may have to anyindemnified party otherwise than under this Section.

To the extent any indemnification by an indemnifyingparty is prohibited or limited by law, the indemnifying party, in lieu ofindemnifying such indemnified party, shall contribute to the amount paid orpayable by such indemnified party as a result of such losses, claims, damages orliabilities in such proportion as is appropriate to reflect the relative faultof the indemnifying party and indemnified party in connection with the actionswhich resulted in such losses, claims, damages or liabilities, as well as anyother relevant equitable considerations.  The relative fault of suchindemnifying party and indemnified party shall be determined by reference to,among other things, whether any action in question, including any untrue oralleged untrue statement of material fact or omission or alleged omission tostate a material fact, has been made by, or relates to information supplied by,such indemnifying party or indemnified party, and the parties' relative intent,knowledge, access to information and opportunity to correct or prevent suchaction.  The amount paid or payable by a party as a result of the losses,claims, damages or liabilities referred to above shall be deemed to include anylegal or other fees or expenses reasonably incurred by such party in connectionwith any investigation or proceeding.

The parties hereto agree that it would not be just andequitable if contribution pursuant to this Section 7(d) were determined bypro rata allocation or by any other method of allocation which does not takeaccount of the equitable considerations referred to in the immediately precedingparagraph.  No person guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) shall be entitled to contributionfrom any person who was not guilty of such fraudulent misrepresentation.

Transfer of Registration Rights
.  Subject to anytransfer restrictions set forth in the Note Purchase Agreement, the rights ofany Holder under this Agreement with respect to any Registrable Stock may betransferred to any transferee of such Registrable Stock; provided, however, that(i) the transferring Holder shall give the Company written notice at orprior to the time of such transfer stating the name and address of thetransferee and identifying the securities with respect to which the rights underthis Agreement are being transferred; (ii) such transferee shall agree inwriting, in form and substance reasonably satisfactory to the Company, to bebound as a Holder by the provisions of this Agreement; and(iii) immediately following such transfer the further disposition of suchsecurities by such transferee is restricted under the Securities Act.  Except asset forth in this Section 8, no transfer of Registrable Stock shall causesuch Registrable Stock to lose such status.

Successors and Assigns
.  Except as otherwiseexpressly provided herein, the terms and conditions of this Agreement shallinure to the benefit of and be binding upon the respective successors andassigns of the parties hereto.  Except as expressly provided in this Agreement,nothing in this Agreement, express or implied, is intended to confer upon anyperson other than the parties hereto or their respective successors and assignsany rights, remedies, obligations, or liabilities under or by reason of thisAgreement.

Counterparts; Titles
.  This Agreement may beexecuted and delivered (including by facsimile transmission) in one or morecounterparts, and by the different parties hereto in separate counterparts, eachof which shall be deemed to be an original, but all of which taken togethershall constitute one and the same agreement.  The titles of the Sections of thisAgreement are used for convenience only and are not to be considered inconstruing or interpreting this Agreement.

Notices
.  Any notice required or permitted underthis Agreement shall be in writing and shall be delivered in person or mailed bycertified or registered mail, return receipt requested, overnight courier orfacsimile, directed to (a) the Holders at The Charles Schwab Corporation,101 Montgomery Street, San Francisco, CA 94104, attention:  Christopher V.Dodds, facsimile (415) 636-5877, with a copy to Howard, Rice, Nemerovski,Canady, Falk & Rabkin, A Professional Corporation, at Three EmbarcaderoCenter, Seventh Floor, San Francisco, CA 94111, attention:  Lawrence B. Rabkin,facsimile (415) 217-5910; or (b) to the Company at E-Loan, Inc., 5875Arnold Road, Suite 100 Dublin, CA 94568, attention:  Joseph Kennedy, facsimile(925) 556-2178, with a copy to, E-Loan, Inc., 5875 Arnold Road, Suite 100,Dublin, CA, attention:  Edward A. Giedgowd, facsimile:  (925) 803-3503, or, inany such case, at such other address or addresses as shall have been furnishedin writing by such party to the others.  The giving of any notice requiredhereunder may be waived in writing by the parties hereto.  Every notice or othercommunication hereunder shall be deemed to have been duly given or served on thedate on which personally delivered, or on the date actually received.

Amendments and Waivers
.  Any provision of thisAgreement may be amended and the observance of any provision of this Agreementmay be waived (either generally or in a particular instance and eitherretroactively or prospectively), only with the written consent of the Companyand the Holders of at least 50% of the Acquisition Shares then outstanding.  Anyamendment or waiver effected in accordance with this Section 12 shall bebinding upon each Holder of any securities subject to this Agreement at the timeoutstanding (including securities into which such securities are convertible),each future Holder and all such securities, and the Company.  No failure ordelay by any party in exercising any right, power or privilege hereunder shalloperate as a waiver thereof nor shall any single or partial exercise thereofpreclude any other or further exercise thereof or the exercise of any otherright, power or privilege.

Severability; Entire Agreement
.  If one or moreprovisions of this Agreement are held to be unenforceable under applicable law,such provisions shall be excluded from this Agreement and the balance of thisAgreement shall be interpreted as if such provisions were so excluded and shallbe enforceable in accordance with its terms.  All prior agreements of theparties concerning the subject matter of this Agreement are expressly supersededby this Agreement.  This Agreement contains the entire Agreement of the partiesconcerning the subject matter hereof.  Any oral representations or modificationsof this Agreement shall be of no effect.

Governing Law
.  This Agreement shall be governedby and construed in accordance with the laws of the State of California withoutregard to conflicts of law principles.

Forum; Waiver of Jury Trial
.

All actions and proceedings arising out of or relating tothis Agreement shall be heard and determined in any California state or federalcourt sitting in the City and County of San Francisco.  The parties heretohereby (i) submit to the exclusive jurisdiction of any California state orfederal court sitting in the City and County of San Francisco for the purpose ofany action or proceeding arising out of or relating to this Agreement brought byany party hereto, and (ii) waive, and agree not to assert by way of motion,defense, or otherwise, in any such Action, any claim that it is not subjectpersonally to the jurisdiction of the above-named courts, that its property isexempt or immune from attachment or execution, that the action or proceeding isbrought in an inconvenient forum, that the venue of the action or proceeding isimproper, or that this Agreement may not be enforced in or by any of the above-named courts.

EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITHRESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF,UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATEDHEREBY.

IN WITNESS WHEREOF, the parties hereto have executed thisAgreement as of the date first above written.

E-LOAN, Inc., a Delaware corporation

By:	/s/ Joseph J. Kennedy