E-LOAN, INC.

1999 EMPLOYEE STOCK PURCHASE PLAN

(as amended and restated effective October 25, 1999)

Purpose
.  The purpose of the Plan is to provide employees of theCompany and its Designated Subsidiaries with an opportunity to purchase CommonStock of the Company through accumulated payroll deductions.  It is theintention of the Company to have the Plan qualify as an "Employee StockPurchase Plan" under Section 423 of the Internal Revenue Code of 1986,as amended.  The provisions of the Plan, accordingly, shall be construed so asto extend and limit participation in a manner consistent with the requirementsof that section of the Code.
Definitions
.
- " Board " shall mean the Board of Directors of theCompany.
- " Code " shall mean the Internal Revenue Code of 1986, asamended.
- " Common Stock " shall mean the common stock of theCompany.
- " Company " shall mean E-Loan, Inc. and any DesignatedSubsidiary of the Company.
- " Compensation " shall mean all base straight time grossearnings, commissions, cash incentive compensation and bonuses, but exclusive ofpayments for overtime, shift premium, non-cash incentive compensation and othercompensation.
- " Designated Subsidiary " shall mean any Subsidiary which hasbeen designated by the Board from time to time in its sole discretion aseligible to participate in the Plan.
- " Employee " shall mean any individual who is an Employee ofthe Company for tax purposes whose customary employment with the Company is atleast twenty (20) hours per week and more than five (5) months in any calendaryear.  For purposes of the Plan, the employment relationship shall be treated ascontinuing intact while the individual is on sick leave or other leave ofabsence approved by the Company.  Where the period of leave exceeds 90 days andthe individual's right to reemployment is not guaranteed either by statute or bycontract, the employment relationship shall be deemed to have terminated on the91st day of such leave. 
- " Enrollment Date " shall mean the first Trading Day of eachOffering Period.
- " Exercise Date " shall mean the last Trading Day of eachPurchase Period.
- " Fair Market Value " shall mean, as of any date, the valueof Common Stock determined as follows:
If the Common Stock is listed on any established stock exchange or anational market system, including without limitation the Nasdaq National Marketor The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Valueshall be the closing sales price for such stock (or the closing bid, if no saleswere reported) as quoted on such exchange or system on the date ofdetermination, as reported in 
The Wall Street Journal
 or such othersource as the Board deems reliable;
If the Common Stock is regularly quoted by a recognized securities dealerbut selling prices are not reported, its Fair Market Value shall be the mean ofthe closing bid and asked prices for the Common Stock on the date ofdetermination, as reported in 
The Wall Street Journal
 or such othersource as the Board deems reliable;
In the absence of an established market for the Common Stock, the FairMarket Value thereof shall be determined in good faith by the Board; or
For purposes of the Enrollment Date of the first Offering Period under thePlan, the Fair Market Value shall be the initial price to the public as setforth in the final prospectus included within the registration statement in FormS-1 filed with the Securities and Exchange Commission for the initial publicoffering of the Company's Common Stock (the "RegistrationStatement").

- " Offering Periods " shall mean the periods of approximatelytwenty-four (24) months during which an option granted pursuant to the Plan maybe exercised, commencing on the first Trading Day on or after May 1 and November1 of each year and terminating on the last Trading Day in the periods endingtwenty-four months later; provided, however, that the first Offering Periodunder the Plan shall commence with the first Trading Day on or after the date onwhich the Securities and Exchange Commission declares the Company's RegistrationStatement effective and ending on the last Trading Day on or before April 30,2001.  The duration and timing of Offering Periods may be changed pursuant toSection 4 of this Plan.
- " Plan " shall mean this 1999 Employee Stock PurchasePlan.
- " Purchase Period " shall mean the approximately six monthperiod commencing after one Exercise Date and ending with the next ExerciseDate, except that the first Purchase Period of any Offering Period shallcommence on the Enrollment Date and end with the next Exercise Date.
- " Purchase Price " shall mean 85% of the Fair Market Value ofa share of Common Stock on the Enrollment Date or on the Exercise Date,whichever is lower; provided however, that the Purchase Price may be adjusted bythe Board pursuant to Section 20.
- " Reserves " shall mean the number of shares of Common Stockcovered by each option under the Plan which have not yet been exercised and thenumber of shares of Common Stock which have been authorized for issuance underthe Plan but not yet placed under option.
- " Subsidiary " shall mean a corporation, domestic or foreign,of which not less than 50% of the voting shares are held by the Company or aSubsidiary, whether or not such corporation now exists or is hereafter organizedor acquired by the Company or a Subsidiary.
- " Trading Day " shall mean a day on which national stockexchanges and the Nasdaq System are open for trading.
Eligibility
.
- Any Employee who shall be employed by the Company on a given Enrollment Dateshall be eligible to participate in the Plan.
- Any provisions of the Plan to the contrary notwithstanding, no Employeeshall be granted an option under the Plan (i) to the extent that,immediately after the grant, such Employee (or any other person whose stockwould be attributed to such Employee pursuant to Section 424(d) of the Code)would own capital stock of the Company and/or hold outstanding options topurchase such stock possessing five percent (5%) or more of the total combinedvoting power or value of all classes of the capital stock of the Company or ofany Subsidiary, or (ii) to the extent that his or her rights to purchasestock under all employee stock purchase plans of the Company and itssubsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars($25,000) worth of stock (determined at the fair market value of the shares atthe time such option is granted) for each calendar year in which such option isoutstanding at any time.
Offering Periods
.  The Plan shall be implemented by consecutive,overlapping Offering Periods with a new Offering Period commencing on the firstTrading Day on or after May 1 and November 1 each year, or on such other date asthe Board shall determine, and continuing thereafter until terminated inaccordance with Section 20 hereof; provided, however, that the first OfferingPeriod under the Plan shall commence with the first Trading Day on or after thedate on which the Securities and Exchange Commission declares the Company'sRegistration Statement effective and ending on the last Trading Day on or beforeApril 30, 2001.   The Board shall have the power to change the duration ofOffering Periods (including the commencement dates thereof) with respect tofuture offerings without shareholder approval if such change is announced atleast five (5) days prior to the scheduled beginning of the first OfferingPeriod to be affected thereafter.
Participation
.
- An eligible Employee may become a participant in the Plan by completing asubscription agreement authorizing payroll deductions in the form ofExhibit A to this Plan and filing it with the Company's payroll officeprior to the applicable Enrollment Date.
- Payroll deductions for a participant shall commence on the first payrollfollowing the Enrollment Date and shall end on the last payroll in the OfferingPeriod to which such authorization is applicable, unless sooner terminated bythe participant as provided in Section 10 hereof. 
Payroll Deductions
.
- At the time a participant files his or her subscription agreement, he or sheshall elect to have payroll deductions made on each pay day during the OfferingPeriod in an amount not exceeding fifteen percent 15% of the Compensation whichhe or she receives on each pay day during the Offering Period. 
- All payroll deductions made for a participant shall be credited to his orher account under the Plan and shall be withheld in whole percentages only.  Aparticipant may not make any additional payments into such account.
- A participant may discontinue his or her participation in the Plan asprovided in Section 10 hereof, or may increase or decrease the rate of his orher payroll deductions during the Offering Period by completing or filing withthe Company a new subscription agreement authorizing a change in payrolldeduction rate.  The Board may, in its discretion, limit the number ofparticipation rate changes during any Offering Period.  The change in rate shallbe effective with the first full payroll period following five (5) business daysafter the Company's receipt of the new subscription agreement unless the Companyelects to process a given change in participation more quickly.  A participant'ssubscription agreement shall remain in effect for successive Offering Periodsunless terminated as provided in Section 10 hereof.
- Notwithstanding the foregoing, to the extent necessary to comply withSection 423(b)(8) of the Code and Section 3(b) hereof, a participant's payrolldeductions may be decreased to zero percent (0%) at any time during a PurchasePeriod.  Payroll deductions shall recommence at the rate provided in suchparticipant's subscription agreement at the beginning of the first PurchasePeriod which is scheduled to end in the following calendar year, unlessterminated by the participant as provided in Section 10 hereof.
- At the time the option is exercised, in whole or in part, or at the timesome or all of the Company's Common Stock issued under the Plan is disposed of,the participant must make adequate provision for the Company's federal, state,or other tax withholding obligations, if any, which arise upon the exercise ofthe option or the disposition of the Common Stock.  At any time, the Companymay, but shall not be obligated to, withhold from the participant's compensationthe amount necessary for the Company to meet applicable withholding obligations,including any withholding required to make available to the Company any taxdeductions or benefits attributable to sale or early disposition of Common Stockby the Employee. 
Grant of Option
.  On the Enrollment Date of each Offering Period,each eligible Employee participating in such Offering Period shall be granted anoption to purchase on each Exercise Date during such Offering Period (at theapplicable Purchase Price) up to a number of shares of the Company's CommonStock determined by dividing such Employee's payroll deductions accumulatedprior to such Exercise Date and retained in the Participant's account as of theExercise Date by the applicable Purchase Price; provided that in no event shallan Employee be permitted to purchase during each Purchase Period more than 3,750shares of the Company's Common Stock (subject to any adjustment pursuant toSection 19), and provided further that such purchase shall be subject to thelimitations set forth in Sections 3(b) and 12 hereof.  The Board may, forfuture Offering Periods, increase or decrease, in its absolute discretion, themaximum number of shares of the Company's Common Stock an Employee may purchaseduring each Purchase Period of such Offering Period.  Exercise of the optionshall occur as provided in Section 8 hereof, unless the participant haswithdrawn pursuant to Section 10 hereof.  The option shall expire on thelast day of the Offering Period. 
Exercise of Option
.  
- Unless a participant withdraws from the Plan as provided in Section 10hereof, his or her option for the purchase of shares shall be exercisedautomatically on the Exercise Date, and the maximum number of full sharessubject to option shall be purchased for such participant at the applicablePurchase Price with the accumulated payroll deductions in his or her account.No fractional shares shall be purchased; any payroll deductions accumulated in aparticipant's account which are not sufficient to purchase a full share shall beretained in the participant's account for the subsequent Purchase Period orOffering Period, subject to earlier withdrawal by the participant as provided inSection 10 hereof.  Any other monies left over in a participant's account afterthe Exercise Date shall be returned to the participant.  During a participant'slifetime, a participant's option to purchase shares hereunder is exercisableonly by him or her.
- If the Board determines that, on a given Exercise Date, the number of shareswith respect to which options are to be exercised may exceed (i) the number ofshares of Common Stock that were available for sale under the Plan on theEnrollment Date of the applicable Offering Period, or (ii) the number of sharesavailable for sale under the Plan on such Exercise Date, the Board may in itssole discretion (x) provide that the Company shall make a pro rata allocation ofthe shares of Common Stock available for purchase on such Enrollment Date orExercise Date, as applicable, in as uniform a manner as shall be practicable andas it shall determine in its sole discretion to be equitable among allparticipants exercising options to purchase Common Stock on such Exercise Date,and continue all Offering Periods then in effect, or (y) provide that theCompany shall make a pro rata allocation of the shares available for purchase onsuch Enrollment Date or Exercise Date, as applicable, in as uniform a manner asshall be practicable and as it shall determine in its sole discretion to beequitable among all participants exercising options to purchase Common Stock onsuch Exercise Date, and terminate any or all Offering Periods then in effectpursuant to Section 20 hereof.  The Company may make pro rata allocation of theshares available on the Enrollment Date of any applicable Offering Periodpursuant to the preceding sentence, notwithstanding any authorization ofadditional shares for issuance under the Plan by the Company's shareholderssubsequent to such Enrollment Date.
Delivery
.  As promptly as practicable after each Exercise Date onwhich a purchase of shares occurs, the Company shall arrange the delivery toeach participant, as appropriate, of a certificate representing the sharespurchased upon exercise of his or her option.
Withdrawal
.
- A participant may withdraw all but not less than all the payroll deductionscredited to his or her account and not yet used to exercise his or her optionunder the Plan at any time by giving written notice to the Company in the formof Exhibit B to this Plan.  All of the participant's payroll deductionscredited to his or her account shall be paid to such participant promptly afterreceipt of notice of withdrawal and such participant's option for the OfferingPeriod shall be automatically terminated, and no further payroll deductions forthe purchase of shares shall be made for such Offering Period.  If a participantwithdraws from an Offering Period, payroll deductions shall not resume at thebeginning of the succeeding Offering Period unless the participant delivers tothe Company a new subscription agreement.
- A participant's withdrawal from an Offering Period shall not have any effectupon his or her eligibility to participate in any similar plan which mayhereafter be adopted by the Company or in succeeding Offering Periods whichcommence after the termination of the Offering Period from which the participantwithdraws.
Termination of Employment
.  

Upon a participant's ceasing to be an Employee, for any reason, he or sheshall be deemed to have elected to withdraw from the Plan and the payrolldeductions credited to such participant's account during the Offering Period butnot yet used to exercise the option shall be returned to such participant or, inthe case of his or her death, to the person or persons entitled thereto underSection 15 hereof, and such participant's option shall be automaticallyterminated.  The preceding sentence notwithstanding, a participant who receivespayment in lieu of notice of termination of employment shall be treated ascontinuing to be an Employee for the participant's customary number of hours perweek of employment during the period in which the participant is subject to suchpayment in lieu of notice.
Interest
.  No interest shall accrue on the payroll deductions of aparticipant in the Plan.
Stock
.
- Subject to adjustment upon changes in capitalization of the Company asprovided in Section 19 hereof, the maximum number of shares of the Company'sCommon Stock which shall be made available for sale under the Plan shall be1,500,000 shares, plus an annual increase to be added on the first day of theCompany's fiscal year beginning in 2000 equal to the lesser of (i) 1,500,000shares, (ii) 2% of the outstanding shares on such date or (iii) a lesser amountdetermined by the Board. 
- The participant shall have no interest or voting right in shares covered byhis option until such option has been exercised.
- Shares to be delivered to a participant under the Plan shall be registeredin the name of the participant or in the name of the participant and his or herspouse.
Administration
.  The Plan shall be administered by the Board or acommittee of members of the Board appointed by the Board.  The Board or itscommittee shall have full and exclusive discretionary authority to construe,interpret and apply the terms of the Plan, to determine eligibility and toadjudicate all disputed claims filed under the Plan.  Every finding, decisionand determination made by the Board or its committee shall, to the full extentpermitted by law, be final and binding upon all parties.
Designation of Beneficiary
.
- A participant may file a written designation of a beneficiary who is toreceive any shares and cash, if any, from the participant's account under thePlan in the event of such participant's death subsequent to an Exercise Date onwhich the option is exercised but prior to delivery to such participant of suchshares and cash.  In addition, a participant may file a written designation of abeneficiary who is to receive any cash from the participant's account under thePlan in the event of such participant's death prior to exercise of the option.If a participant is married and the designated beneficiary is not the spouse,spousal consent shall be required for such designation to be effective.
- Such designation of beneficiary may be changed by the participant at anytime by written notice.  In the event of the death of a participant and in theabsence of a beneficiary validly designated under the Plan who is living at thetime of such participant's death, the Company shall deliver such shares and/orcash to the executor or administrator of the estate of the participant, or if nosuch executor or administrator has been appointed (to the knowledge of theCompany), the Company, in its discretion, may deliver such shares and/or cash tothe spouse or to any one or more dependents or relatives of the participant, orif no spouse, dependent or relative is known to the Company, then to such otherperson as the Company may designate.
Transferability
.  Neither payroll deductions credited to aparticipant's account nor any rights with regard to the exercise of an option orto receive shares under the Plan may be assigned, transferred, pledged orotherwise disposed of in any way (other than by will, the laws of descent anddistribution or as provided in Section 15 hereof) by the participant.  Any suchattempt at assignment, transfer, pledge or other disposition shall be withouteffect, except that the Company may treat such act as an election to withdrawfunds from an Offering Period in accordance with Section 10 hereof.
Use of Funds
.  All payroll deductions received or held by the Companyunder the Plan may be used by the Company for any corporate purpose, and theCompany shall not be obligated to segregate such payroll deductions.
Reports
.  Individual accounts shall be maintained for eachparticipant in the Plan.  Statements of account shall be given to participatingEmployees at least annually, which statements shall set forth the amounts ofpayroll deductions, the Purchase Price, the number of shares purchased and theremaining cash balance, if any.
Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,Merger or Asset Sale
.
Changes in Capitalization
.  Subject to any required action by theshareholders of the Company, the Reserves, the maximum number of shares eachparticipant may purchase each Purchase Period (pursuant to Section 7), aswell as the price per share and the number of shares of Common Stock covered byeach option under the Plan which has not yet been exercised shall beproportionately adjusted for any increase or decrease in the number of issuedshares of Common Stock resulting from a stock split, reverse stock split, stockdividend, combination or reclassification of the Common Stock, or any otherincrease or decrease in the number of shares of Common Stock effected withoutreceipt of consideration by the Company; provided, however, that conversion ofany convertible securities of the Company shall not be deemed to have been"effected without receipt of consideration."  Such adjustment shall bemade by the Board, whose determination in that respect shall be final, bindingand conclusive.  Except as expressly provided herein, no issuance by the Companyof shares of stock of any class, or securities convertible into shares of stockof any class, shall affect, and no adjustment by reason thereof shall be madewith respect to, the number or price of shares of Common Stock subject to anoption.
Dissolution or Liquidation
.  In the event of the proposed dissolutionor liquidation of the Company, the Offering Period then in progress shall beshortened by setting a new Exercise Date (the "New Exercise Date"),and shall terminate immediately prior to the consummation of such proposeddissolution or liquidation, unless provided otherwise by the Board.  The NewExercise Date shall be before the date of the Company's proposed dissolution orliquidation.  The Board shall notify each participant in writing, at leastten (10) business days prior to the New Exercise Date, that the ExerciseDate for the participant's option has been changed to the New Exercise Date andthat the participant's option shall be exercised automatically on the NewExercise Date, unless prior to such date the participant has withdrawn from theOffering Period as provided in Section 10 hereof.  
Merger or Asset Sale
.  In the event of a proposed sale of all orsubstantially all of the assets of the Company, or the merger of the Companywith or into another corporation, each outstanding option shall be assumed or anequivalent option substituted by the successor corporation or a Parent orSubsidiary of the successor corporation.  In the event that the successorcorporation refuses to assume or substitute for the option, any Purchase Periodsthen in progress shall be shortened by setting a new Exercise Date (the"New Exercise Date") and any Offering Periods then in progress shallend on the New Exercise Date.  The New Exercise Date shall be before the date ofthe Company's proposed sale or merger.  The Board shall notify each participantin writing, at least ten (10) business days prior to the New Exercise Date, thatthe Exercise Date for the participant's option has been changed to the NewExercise Date and that the participant's option shall be exercised automaticallyon the New Exercise Date, unless prior to such date the participant haswithdrawn from the Offering Period as provided in Section 10 hereof.
Amendment or Termination
.
- The Board of Directors of the Company may at any time and for any reasonterminate or amend the Plan.  Except as provided in Section 19 hereof, no suchtermination can affect options previously granted, provided that an OfferingPeriod may be terminated by the Board of Directors on any Exercise Date if theBoard determines that the termination of the Offering Period or the Plan is inthe best interests of the Company and its shareholders.  Except as provided inSection 19 and this Section 20 hereof, no amendment may make any change in anyoption theretofore granted which adversely affects the rights of anyparticipant.  To the extent necessary to comply with Section 423 of the Code (orany successor rule or provision or any other applicable law, regulation or stockexchange rule), the Company shall obtain shareholder approval in such a mannerand to such a degree as required.
- Without shareholder consent and without regard to whether any participantrights may be considered to have been "adversely affected," the Board(or its committee) shall be entitled to change the Offering Periods, limit thefrequency and/or number of changes in the amount withheld during an OfferingPeriod, establish the exchange ratio applicable to amounts withheld in acurrency other than U.S. dollars, permit payroll withholding in excess of theamount designated by a participant in order to adjust for delays or mistakes inthe Company's processing of properly completed withholding elections, establishreasonable waiting and adjustment periods and/or accounting and creditingprocedures to ensure that amounts applied toward the purchase of Common Stockfor each participant properly correspond with amounts withheld from theparticipant's Compensation, and establish such other limitations or proceduresas the Board (or its committee) determines in its sole discretion advisablewhich are consistent with the Plan.
-  In the event the Board determines that the ongoing operation of the Planmay result in unfavorable financial accounting consequences, the Board may, inits discretion and, to the extent necessary or desirable, modify or amend thePlan to reduce or eliminate such accounting consequence including, but notlimited to:
altering the Purchase Price for any Offering Period including an OfferingPeriod underway at the time of the change in Purchase Price;
shortening any Offering Period so that Offering Period ends on a newExercise Date, including an Offering Period underway at the time of the Boardaction; and
allocating shares.

Such modifications or amendments shall not require stockholder approval orthe consent of any Plan participants.
Notices
.  All notices or other communications by a participant to theCompany under or in connection with the Plan shall be deemed to have been dulygiven when received in the form specified by the Company at the location, or bythe person, designated by the Company for the receipt thereof.
Conditions Upon Issuance of Shares
.  Shares shall not be issued withrespect to an option unless the exercise of such option and the issuance anddelivery of such shares pursuant thereto shall comply with all applicableprovisions of law, domestic or foreign, including, without limitation, theSecurities Act of 1933, as amended, the Securities Exchange Act of 1934, asamended, the rules and regulations promulgated thereunder, and the requirementsof any stock exchange upon which the shares may then be listed, and shall befurther subject to the approval of counsel for the Company with respect to suchcompliance.

As a condition to the exercise of an option, the Company may require theperson exercising such option to represent and warrant at the time of any suchexercise that the shares are being purchased only for investment and without anypresent intention to sell or distribute such shares if, in the opinion ofcounsel for the Company, such a representation is required by any of theaforementioned applicable provisions of law.
Term of Plan
.  The Plan shall become effective upon the earlier tooccur of its adoption by the Board of Directors or its approval by theshareholders of the Company.  It shall continue in effect for a term of ten (10)years unless sooner terminated under Section 20 hereof.
Automatic Transfer to Low Price Offering Period
.  To the extentpermitted by any applicable laws, regulations, or stock exchange rules if theFair Market Value of the Common Stock on any Exercise Date in an Offering Periodis lower than the Fair Market Value of the Common Stock on the Enrollment Dateof such Offering Period, then all participants in such Offering Period shall beautomatically withdrawn from such Offering Period immediately after the exerciseof their option on such Exercise Date and automatically re-enrolled in theimmediately following Offering Period as of the first day thereof.
**EXHIBIT A

E-LOAN, INC.

1999 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT**
 

_____ Original Application	Enrollment Date: ___________

_____ Change in Payroll Deduction Rate

_____ Change of Beneficiary(ies)

1.	____________________ hereby elects to participate in the E-Loan, Inc.1999 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan")and subscribes to purchase shares of the Company's Common Stock in accordancewith this Subscription Agreement and the Employee Stock Purchase Plan.

2.	I hereby authorize payroll deductions from each paycheck in the amountof ____% of my Compensation on each payday (from 1 to 15%) during the OfferingPeriod in accordance with the Employee Stock Purchase Plan.  (Please note thatno fractional percentages are permitted.)

3.	I understand that said payroll deductions shall be accumulated for thepurchase of shares of Common Stock at the applicable Purchase Price determinedin accordance with the Employee Stock Purchase Plan.  I understand that if I donot withdraw from an Offering Period, any accumulated payroll deductions will beused to automatically exercise my option.

4.	I have received a copy of the complete Employee Stock Purchase Plan.  Iunderstand that my participation in the Employee Stock Purchase Plan is in allrespects subject to the terms of the Plan.  I understand that my ability toexercise the option under this Subscription Agreement is subject to shareholderapproval of the Employee Stock Purchase Plan.

5.	Shares purchased for me under the Employee Stock Purchase Plan shouldbe issued in the name(s) of (Employee or Employee and Spouse only):.

6.	I understand that if I dispose of any shares received by me pursuant tothe Plan within 2 years after the Enrollment Date (the first day of the OfferingPeriod during which I purchased such shares) or one year after the ExerciseDate, I will be treated for federal income tax purposes as having receivedordinary income at the time of such disposition in an amount equal to the excessof the fair market value of the shares at the time such shares were purchased byme over the price which I paid for the shares. I hereby agree to notify theCompany in writing within 30 days after the date of any disposition of my sharesand I will make adequate provision for Federal, state or other tax withholdingobligations, if any, which arise upon the disposition of the Common Stock.The Company may, but will not be obligated to, withhold from my compensation theamount necessary to meet any applicable withholding obligation including anywithholding necessary to make available to the Company any tax deductions orbenefits attributable to sale or early disposition of Common Stock by me.  If Idispose of such shares at any time after the expiration of the 2-year and 1-yearholding periods, I understand that I will be treated for federal income taxpurposes as having received income only at the time of such disposition, andthat such income will be taxed as ordinary income only to the extent of anamount equal to the lesser of (1) the excess of the fair market value of theshares at the time of such disposition over the purchase price which I paid forthe shares, or (2) 15% of the fair market value of the shares on the first dayof the Offering Period.  The remainder of the gain, if any, recognized on suchdisposition will be taxed as capital gain.

7.	I hereby agree to be bound by the terms of the Employee Stock PurchasePlan.  The effectiveness of this Subscription Agreement is dependent upon myeligibility to participate in the Employee Stock Purchase Plan.

8.	In the event of my death, I hereby designate the following as mybeneficiary(ies) to receive all payments and shares due me under the EmployeeStock Purchase Plan:

NAME:  (Please print)______________________________________________

				(First)		(Middle)		(Last)

______________________________________		
Relationship

			
							(Address)

 

 

Employee's Social

Security Number:				____________________________________

Employee's Address:				____________________________________

						____________________________________

						____________________________________

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECTTHROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:_________________________		
						Signature of Employee

		
						Spouse's Signature (If beneficiary other thanspouse)
**EXHIBIT B

E-LOAN, INC.
**1999 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL**
The undersigned participant in the Offering Period of the E-Loan, Inc.1999 Employee Stock Purchase Plan which began on ____________, ______ (the"Enrollment Date") hereby notifies the Company that he or she herebywithdraws from the Offering Period.  He or she hereby directs the Company to payto the undersigned as promptly as practicable all the payroll deductionscredited to his or her account with respect to such Offering Period.  Theundersigned understands and agrees that his or her option for such OfferingPeriod will be automatically terminated.  The undersigned understands furtherthat no further payroll deductions will be made for the purchase of shares inthe current Offering Period and the undersigned shall be eligible to participatein succeeding Offering Periods only by delivering to the Company a newSubscription Agreement.

Name and Address of Participant:

________________________________

________________________________

________________________________

Signature:

________________________________

Date:____________________________**