Exhibit 4.4
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NOSALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATIONSTATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE,REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATIONS ARE NOT REQUIRED, OR(iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTALAUTHORITIES.

E-LOAN, INC.

8% CONVERTIBLE NOTE

$5,000,000
July 12, 2001(the "Issue Date")
 Dublin, California

E-LOAN, INC., a Delaware corporation (the "Company"), theprincipal office of which is located at 5875 Arnold Road, Suite 100, Dublin,California 94568, for value received hereby promises to pay to The CharlesSchwab Corporation, a Delaware corporation, or its registered assigns, theprincipal sum of Five Million Dollars ($5,000,000), plus interest at the ratespecified below, which shall be due and payable on the earlier to occur of(i) January 19, 2003 (the "Maturity Date"), (ii) when declared due andpayable by the Holder upon the occurrence of an Event of Default (as definedbelow) or (iii) a redemption in accordance with Section 4. Payment forall amounts due hereunder shall be made by mail to the registered address of theHolder (as defined below) or, if written demand is provided by the Holder to theCompany, by wire transfer, or as otherwise set forth herein. This Note is issuedin connection with the transactions described in Section 1.01 of thatcertain Note Purchase Agreement, dated as of July 12, 2001, as the same mayfrom time to time be amended, modified or supplemented (the "PurchaseAgreement"). The Holder is subject to certain restrictions set forth in thePurchase Agreement and shall be entitled to certain rights and privileges setforth in the Purchase Agreement. All capitalized terms used and not defined inthis Note, but defined in the Purchase Agreement or the Security Agreement (asdefined hereinafter), shall have the meanings set forth in the PurchaseAgreement or the Security Agreement as applicable.

The following is a statement of the rights of the Holder ofthis Note and the conditions to which this Note is subject, and to which theHolder hereof, by the acceptance of this Note, agrees:

Definitions
. As used in this Note, the followingterms, unless the context otherwise requires, have the followingmeanings:

	"Change of Control Event" means (i) the sale,conveyance or disposition in one or a series of transactions of all orsubstantially all of the assets of the Company or any of its significantsubsidiaries (as determined by under Rule 1-02(w) of Regulation S-X under theSecurities Act of 1933 (the "Securities Act") and the Securities Exchange Act of1934 (the "Exchange Act"), as each may be amended or any successor act thereto),or any transaction that is subject to Rule 13e-3 of the Exchange Act, (ii) theconsummation of a transaction by which any Person or Group (as each is definedbelow), is or becomes the beneficial owner, directly or indirectly, of 50% ormore of the securities issued by the Company having the power to vote (measuredby voting power rather than number of shares) in the election of directors (the"Voting Stock") of the Company or (iii) the consolidation, merger or otherbusiness combination of the Company with or into any other Person or Persons(other than (a) a consolidation, merger or other business combination in whichholders of the Company's Voting Stock immediately prior to the transactioncontinue after the transaction to hold, directly or indirectly, the samerelative percentage of the Voting Stock as before any such transaction and theVoting Stock of the surviving entity or entities necessary to elect a majorityof the members of the board of directors (or their equivalent if other than aCompany) of such entity or entities, including pursuant to a holding companymerger effected under Section 251(g) of the Delaware General Corporation Law orany successor provision, or (b) pursuant to a migratory merger effected solelyfor the purpose of changing the jurisdiction of incorporation of theCompany).

	"Common Stock" means and refers to the CommonStock, par value $0.001 per share, of the Company.

	"Company" includes any Company which shall succeedto or assume the obligations of the Company under this Note.

	"Group" means a group of Persons with the meaningthereof under Section 13(d)(3) of the Exchange Act and the rules and regulationspromulgated thereunder.

	"Holder" when the context refers to a holder ofthis Note, shall mean any person who shall at the time be the registered holderof this Note.

	"Indebtedness" means any sums due, owing orpayable under, as a result of, or with respect to (i) any warehouse, revolvingor general lines of credit, regardless of the amount(s) or terms thereof,whether such credit facilities are now existing or are hereafter obtained by theCompany, (ii) other conditional or installment sale contracts or similar loantransactions, and any and all extensions, renewals, amendments and modificationsthereto and replacements thereof and any similar facilities thereto, and (iii)that certain Secured Convertible Note of the Company, when and if issued upondraw downs in accordance with that certain Amended and Restated Loan Agreementbetween the Company and Christian A. Larsen, dated July 12, 2001.

	"Person" means any individual, corporation,limited liability company, partnership, joint venture, association, trust orother entity or organization.

	"Security Agreement" means and refers to theSecurity Agreement, dated as of July 12, 2001, as the same may from time totime be amended, modified or supplemented (the "Security Agreement").

Interest
.

Interest
. The Holder shall be entitled to receiveinterest payments under the Note equal to eight percent (8.00%) per annum (orsuch rate as is then applicable pursuant to Section 2(c)) of the UnpaidPrincipal payable in cash out of funds legally available therefor on eachQuarterly Interest Payment Date (as defined below). The "initial principal" ascumulatively adjusted from time to time by accumulated interest or otherwisecontemplated herein, shall be referred to as the "Unpaid Principal."

Cumulative Quarterly Payments
. Interest on theUnpaid Principal shall accrue daily, whether or not funds are legally availabletherefor, from the Issue Date. Interest on the Unpaid Principal shall be payableon March 31, June 30, September 30 and December 31 of each year (each such datebeing referred to herein as a "Quarterly Interest Payment Date"), commencing onJune 30, 2001 (the "Initial Quarterly Interest Payment") to the Holder on suchrecord dates, which shall be ten business days preceding each Quarterly InterestPayment Date (each such date being referred to herein as a "Quarterly InterestRecord Date"). The amount of interest payable for each quarterly interest periodshall be computed by multiplying the then applicable Unpaid Principal by theannual interest amount of eight percent (8.00%) (or such rate as is thenapplicable pursuant to Section 2(c)), divided by four (4). The amount ofinterest payable for the initial interest period and interest payable for anyother period that is shorter or longer than a full quarterly interest periodshall be computed on the basis of a 360-day year consisting of twelve 30-daymonths. The Holder shall not be entitled to receive any interest, whetherpayable in cash or otherwise, which is in excess of the cumulative interestprovided for herein.

Interest Rate Following Maturity, etc
.Notwithstanding the foregoing, in the event that the Note is not redeemed,converted or otherwise extinguished on or prior to the date specified orrequired herein for such redemption, conversion or termination, interest on theNote after the first date of the occurrence of the failure of such redemption,conversion or termination including repayment on the Maturity Date, shallcontinue to accrue and be added to the Unpaid Principal at the rate of fifteenpercent (15%) per annum of the then Unpaid Principal (the "PremiumRate").

Event of Default
. 

Definition of Event of Default
. In addition to anyEvent of Default under the Purchase Agreement and the Security Agreement, eachof the following shall constitute an Event of Default under this Note:

Interest and Principal Payments
. If the Companyfails to pay principal or interest when and as payable under this Note, whetherat the maturity, as a result of acceleration or otherwise, and such failure topay shall have continued for ten days (except where an adjustment to the UnpaidPrincipal is made in lieu of a payment of interest); or 

Performance
. If the Company fails to perform orobserve any other of the covenants, conditions or agreements on the part of theCompany, set forth in this Note or the Purchase Agreement (including, withoutlimitation, Article VI of the Purchase Agreement) or the SecurityAgreement, and such failure shall have continued for ten days; or

Representations and Warranties
. If anyrepresentation, warranty or statement made by the Company in this Note, thePurchase Agreement, the Security Agreement, or in any certificate or otherinstrument delivered by or on behalf of the Company to the Holder pursuant tothis Note, the Purchase Agreement or the Security Agreement shall be incorrectin any material respect as of the time when made; or

Company Filed Petition of Bankruptcy orReorganizations
. If the Company shall file a petition in bankruptcy or forreorganization or for an arrangement or any composition, readjustment,liquidation, dissolution or similar relief pursuant to Title 11 of the UnitedStates Code or under any similar present or future federal law or the law of anyother jurisdiction or shall be adjudicated a bankrupt or become insolvent, orconsent to the appointment of or taking possession by a receiver, liquidator,assignee, trustee, custodian, sequestrator (or other similar official) of theCompany for all or any substantial part of the property of the Company, or shallmake an assignment for the benefit of its creditors, or shall admit in writingits inability to pay its debts generally as they become due, or shall take anycorporate action, in furtherance of any of the foregoing; or

Third-Party Petition of Bankruptcy orReorganization
. If a petition or answer shall be filed proposing theadjudication of the Company as bankrupt or its reorganization or arrangement orany composition, readjustment, liquidation, dissolution or similar relief withrespect to it pursuant to Title 11 of the United States Code or under anysimilar present or future federal law or the law of any other jurisdictionapplicable to the Company, and the Company shall consent to or acquiesce in thefiling thereof, or such petition or answer shall not be discharged or deniedwithin 60 days after the filing thereof; or

Court Decree or Order
. If a decree or order isrendered by a court having jurisdiction (i) for the appointment or areceiver or custodian or liquidator or trustee or sequestrator assignee (orsimilar official) in bankruptcy or insolvency of the Company or of all or asubstantial part of its property, or for the winding up or liquidation of itsaffairs, and such decree or order shall have remained in force undischarged andunstayed for a period of 60 days, or (ii) for the sequestration orattachment of any property of the Company without its return to the possessionof the Company or its release from such sequestration or attachment within60 days thereafter; or

Default On Credit Facilities
. (i) If theCompany fails to pay any part of the principal of, the premium, if any, or theinterest on, or any other payment of money due under, any of its Indebtedness;provided, however, the Company shall be entitled to notice of such failure andto cure such failure in accordance with applicable loan documents; or(ii) if the Company fails to perform or observe any other agreement, termor condition contained in, or be in default of, any agreement under which anysuch Indebtedness was issued or created, if the effect of any such failure is tocause, or permit the holders of such Indebtedness to become due prior to itsstated maturity or scheduled due date; provided, however, the Company shall beentitled to notice of such failure and to cure such failure in accordance withapplicable loan documents; or

Judgments
. If final judgment for the payment ofmoney shall be entered against the Company and if such judgment shall not bevacated, satisfied or discharged within 30 days after the entry thereof orwithin such longer period as the execution of such judgment shall have beenstayed, and if such judgment, together with all other such judgments, exceeds,in the aggregate, $1,000,000.

Remedies
. If any Event of Default shall haveoccurred and be continuing:

Acceleration
. The Holder may, by notice to theCompany, declare the entire outstanding principal of the Note, and all accruedand unpaid interest thereon, to be due and payable immediately, and upon anysuch declaration the entire outstanding principal of the Note and said accruedand unpaid interest shall become and be immediately due and payable, withoutpresentment, demand, protest or other notice whatsoever, all of which are herebyexpressly waived.

Enforcement of Rights
. The Holder may enforce itsrights by suit in equity, by action at law, or by any other appropriateproceedings, whether for the specific performance (to the extent permitted bylaw) of any covenant or agreement contained in this Note, the Purchase Agreementor the Security Agreement or in aid of the exercise of any power granted in thisNote, the Purchase Agreement or the Security Agreement.

Conduct No Waiver; Collection Expenses
. No courseof dealing on the part of any Holder, nor any delay or failure on the part ofany Holder to exercise any of its rights, shall operate as a waiver of suchright or otherwise prejudice such Holder's rights, powers and remedies. If theCompany fails to pay, when due, the principal of, the premium on, if any, or theinterest on the Note, the Company will pay to the Holder, to the extentpermitted by law, on demand, such further amounts as shall be sufficient tocover the cost and expenses, including, but not limited to, all reasonableattorneys' fees, incurred by the Holder in collecting any sums due on the Note.If the Company fails to comply with any other provision of this Note or thePurchase Agreement, the Company will pay to the Holder, to the extent permittedby law, on demand, such further amounts as shall be sufficient to cover thecosts and expenses, including, but not limited to, all reasonable attorneys'fees, incurred by the Holder in enforcing any of its rights.

Remedies Cumulative
. No right or remedy conferredupon or reserved to the Holder under this Note or the Purchase Agreement isintended to be exclusive or any other right or remedy, and every right andremedy shall be cumulative and in addition to every other right or remedywhether or not given hereunder or hereafter existing under any applicable law.Every right and remedy given by this Note or the Purchase Agreement or byapplicable law to the Holder may be exercised from time to time and as often asmay be deemed expedient by the Holder.

Redemption
. The Unpaid Principal sum of this Noteshall be redeemable as follows:

Optional Redemption
.

Timing and Amount
. The Unpaid Principal sum ofthis Note will be redeemable for cash, at the option of the Company, subject tothe notice provisions described below, in whole or in part, at any time or fromtime to time out of funds legally available therefor, at a price on the day ofredemption equal to the product of 1.05%, multiplied by the then UnpaidPrincipal sum of the Note (the "Redemption Price").

Partial Redemption
. If less than all the UnpaidPrincipal under the Note is to be redeemed pursuant to Section 4.1(a), anew Note shall be issued representing the unredeemed Unpaid Principal withoutany cost to the holder thereof.

Redemption Procedure.

Notice of Redemption
. In the event the Company shallexercise its option to redeem Unpaid Principal pursuant to Section 4.1,notice of such redemption shall be given by courier or first class mail, postageprepaid, at least 30 but no more than 60 days prior to the redemption date, tothe Holder's address as the same appears on the records of the Company. Eachsuch notice shall state: (1) the redemption date, (2) the amount of UnpaidPrincipal to be redeemed from the Holder, (3) the Redemption Price, (4) theplace or places where the Note is to be surrendered for payment of theRedemption Price, (5) that interest on the Unpaid Principal to be redeemed shallcease to accrue on such redemption date, (6) that the Note will remainconvertible into shares of Common Stock at any time and from time to time priorto the redemption date, and (7) the then applicable number of shares of CommonStock into which the Note is convertible. Notice having been mailed asaforesaid, on and after the redemption date, provided that the Redemption Pricehas been duly paid, (i) interest shall cease to accrue on the Note so called forredemption, (ii) the Note so called for redemption shall no longer bedeemed to be outstanding, and (iii) all rights of the Holder of the Note socalled for redemption shall cease except the right to receive the RedemptionPrice, upon surrender of the Note.

Surrender of Note
. If redemption of all the UnpaidPrincipal is to occur, as a condition to the redemption payment, but not to theredemption itself, the Holder shall be obligated to surrender the Note forcancellation. If redemption is to occur for a portion of the Unpaid Principal,then the fact of such partial redemption, including the amount paid and the datethrough which payment is made shall be marked on the original Note or an allongeand the original Note shall thereafter be returned to the Holder.

Redemption Upon a Change of ControlEvent
.

Timing and Amount
. In the event there occurs aChange of Control Event in which all or a portion of the consideration payableto the holders of the Company's Common Stock is other than cash, the Company orits successor (or its ultimate parent, in either case, the "Successor") shalloffer to redeem this Note held for an amount in cash equal to the RedemptionPrice of the Note, by delivery of a notice of such offer (a "Change of ControlRedemption Offer"). Upon a Change of Control Event, the Holder shall have theright (but not the obligation) to require the Company or its Successor topurchase the Note held by such holder for an amount in cash equal to theRedemption Price; it being understood that, as a condition to the consummationof any such Change of Control Event, the Company and any Successor shall haveagreed to satisfy the obligations to the Holder under this Section 4.3. TheHolder shall also be permitted, until the fifth (5
th
) business dayfollowing a Change of Control Event, to surrender the Note to the Company or itsSuccessor. In the event that the Holder does not elect to convert or redeem theHolder's Note pursuant to the foregoing sentence, the Holder shall retain anyrights it has hereunder with respect to such Change of Control Event, includingto convert or redeem its Note in connection with any subsequent Change ofControl Event.

Notice of Change of Control Event
. Within tenbusiness days prior to the closing of a transaction which shall constitute aChange of Control Event, the Company or its Successor shall give notice by mailto the Holder, at such Holder's address as it appears on the transfer books ofthe Company, of such Change of Control Event, which notice shall set forth theHolder's right to require the Company to redeem all, but not less than all, ofthe Unpaid Principal owing under the Note, the redemption date (which date shallbe no more than 30 business days following the date of such mailed notice), andthe procedures to be followed by the Holder in exercising its right to causesuch redemption, or, alternatively, to convert the Unpaid Principal of the Noteas permitted in Section 5.1. In the event the Holder shall elect to require theCompany or its Successor to redeem all Unpaid Principal owing under the Notepursuant to Section 4.3(a), the Holder shall deliver on or prior to theredemption date, a written notice to the Company or its Successor so stating,specifying the amount of Unpaid Principal to be redeemed pursuant toSection 4.3(a). The Company or its Successor shall, in accordance with theterms hereof, redeem the amount of Unpaid Principal so specified on the datefixed for redemption. Failure of the Company to give any notice required by thisSection 4.3(b), or the formal insufficiency of any such notice, shall notprejudice the rights of the Holder to cause the Company or its Successor toredeem all Unpaid Principal owing under the Note. Notwithstanding the foregoing,the Board of Directors of the Company may modify any offer pursuant to this4.3(b) to the extent necessary to comply with any applicable provisions of theExchange Act, and the rules and regulations thereunder, including Section 14(e)and Rule 14e-1 thereof, but no such provisions or modifications shall in any waynegate the obligation of the Company or its Successor to redeem Unpaid Principalunder this Section 4.3.

If the Company shall fail to comply with any of theprovisions of this Section 4 (other than the timely giving of a noticepursuant to Section 4.3(b)), then in any such event, the applicable interestrate shall be increased by an amount equal to the Premium Rate during the periodin which such failure shall be continuing.

Conversion.
 The Noteshall be convertible into Common Stock as follows:

Optional Conversion
. The Note shall be convertiblein whole or in part without the payment of any additional consideration by theHolder and at the option of the Holder, at any time after the Issue Date, at theoffice of the Company or any transfer agent for the Common Stock, into thenumber of fully paid and non-assessable shares of Common Stock of the Company asis determined by dividing (a) the amount to be converted up to the UnpaidPrincipal owing under the Note by (b) the Conversion Price (as hereinafterdefined) in effect at the time of conversion. 

Automatic Conversion
. The Note shall automaticallyconvert into the number of fully paid and non-assessable shares of Common Stockof the Company as is determined by dividing (i) the Unpaid Principal owing underthe Note by (ii) the Conversion Price (as hereinafter defined) in effect at thetime of conversion, in the event the average closing price (such closing priceshall not include after hours trading) of a share of the Company's Common Stockexceeds $2.12 (as quoted on the Nasdaq National Market or another exchange ormarket that the securities may be quoted or listed on and subject as appropriateto adjustment for stock splits, stock dividends, reverse stock splits,reclassifications and other similar events affecting the Company's Common Stock)for any consecutive ninety-day period (the last day of such ninety-day periodbeing referred to as the "Conversion Event Day"); provided, however, that thetiming of the conversion shall be as follows: On the Conversion Event Day andeach successive three-month anniversary of the Conversion Event Day (until allof the Unpaid Principal has been converted into Common Stock), the amount of theUnpaid Principal automatically converted pursuant solely to this Section 5.2shall be limited to the amount which would result in the number of shares ofCommon Stock into which the Unpaid Principal is converted being equal to twenty-five percent (25%) of the Unpaid Principal (the "Threshold Amount"); providedthat, no shares shall be converted after the Maturity Date. For example only, ifthe Conversion Event Day were June 1, 2002, and the Unpaid Principal was$5,000,000, the Unpaid Principal would be converted into 1,179,245 shares ofCommon Stock on June 1, 2002, 1,179,245 shares of Common Stock on September 1,2002 and 1,179,245 shares of Common Stock on January 1, 2003. However,since the last 1,179,245 shares of Common Stock are not convertible until afterthe Maturity Date, they would not be converted and the Company would be requiredto repay any outstanding Unpaid Principal in accordance with the terms of thisNote.

Conversion Price
. The conversion price (the"Conversion Price") shall initially be $1.06, subject to adjustment from time totime in accordance with Section 5.4.

Adjustments to the Conversion Price
. TheConversion Price shall be subject to adjustment from time to time asfollows:

Adjustment Upon Stock Dividends, Subdivisions orSplits
. If, at any time, the number of shares of Common Stock outstanding isincreased by a stock dividend payable in shares of Common Stock or by asubdivision or split-up of shares of Common Stock, then, following the recorddate for the determination of holders of Common Stock entitled to receive suchstock dividend, or to be affected by such subdivision or split-up, theConversion Price shall be appropriately decreased so that the number of sharesof Common Stock issuable on conversion of Note shall be increased in proportionto such increase in outstanding shares.

Adjustment Upon Combinations
. If, at any time, thenumber of shares of Common Stock outstanding is decreased by a combination ofthe outstanding shares of Common Stock into a smaller number of shares of CommonStock, then, following the record date to determine shares affected by suchcombination, the Conversion Price shall be appropriately increased so that thenumber of shares of Common Stock issuable on conversion of the Note shall bedecreased in proportion to such decrease in outstanding shares.

Adjustment Upon Reclassifications, Reorganizations,Consolidations or Mergers
. If, at any time when the Note is issued andoutstanding, there shall be any merger, consolidation, share exchange,recapitalization, reorganization, business combination, or other similar eventor other Change of Control Event, as a result of which shares of Common Stockshall be changed into the same or a different number of shares of another classor classes of stock or securities of the Company or another Person, or in caseof any sale or conveyance of all or substantially all of the assets of theCompany then, subject to the rights of the Holder under Section 4.3 hereof,the Holder shall thereafter have the right to receive upon conversion of theNote, upon the basis and upon the terms and conditions specified herein and inlieu of the shares of Common Stock immediately theretofore issuable uponconversion, such stock, securities, cash or other assets which the Holder ofwould have been entitled to receive in such transaction had the Note beenconverted in full immediately prior to such transaction (without regard to anylimitations on conversion contained herein), and in any such case appropriateprovisions shall be made with respect to the rights and interests of the Holderto the end that the provisions hereof (including, without limitation, provisionsfor adjustment of the applicable Conversion Price and of the number of shares ofCommon Stock issuable upon conversion of the Note) shall thereafter beapplicable, as nearly as may be practicable in relation to any securities orassets thereafter deliverable upon the conversion of the Note. The aboveprovisions shall similarly apply to successive mergers, consolidations, shareexchanges, recapitalizations, reorganizations, business combinations or othersimilar events or sales of assets.

Deferral in Certain Circumstances
. In any case inwhich the provisions of this Section 5.4 shall require that an adjustment shallbecome effective immediately after a record date of an event, the Company maydefer until the occurrence of such event issuing to the Holder of the Note,converted after such record date and before the occurrence of such event, theshares of capital stock issuable upon such conversion by reason of theadjustment required by such event and issuing to such Holder only the shares ofcapital stock issuable upon such conversion before giving effect to suchadjustments; provided, however, that the Company shall deliver to such Holder anappropriate instrument or due bills evidencing such holder's right to receivesuch additional shares.

Notice of Adjustment of Conversion Price
. Wheneverthe Conversion Price is adjusted as herein provided: (i) the Company shallcompute the adjusted Conversion Price in accordance with this Section 5.4and shall prepare a certificate signed by the Treasurer or Chief FinancialOfficer of the Company setting forth the adjusted Conversion Price and showingin reasonable detail the facts upon which such adjustment is based, and suchcertificate shall forthwith be filed at each office or agency maintained forsuch purpose of conversion of the Note; and (ii) a notice stating that theConversion Price has been adjusted and setting forth the adjusted ConversionPrice shall forthwith be prepared by the Company, and as soon as practicableafter it is prepared, such notice shall be mailed by the Company at its expenseto the Holder at the Holder's last addresses as it shall appear in the Company'srecords.

Conversion Mechanics
. At the time of anyconversion of the Note into Common Stock, the Note shall be converted on theConversion Date (as defined below) to that number of shares of Common Stockdetermined by dividing the Unpaid Principal owing under the Note by theConversion Price, as in effect at the time of conversion. In order for theHolder to receive shares of Common Stock for the conversion of the Note, theHolder shall surrender the Note at the office of the Company, together with awritten notice. Such notice shall state the Holder's name or the names of thenominees in which the Holder wishes the certificate or certificates for sharesof Common Stock to be issued and, shall state the amount of principal owingunder the Note that is to be converted. The "Conversion Date" shall be the dateof receipt of the Note. The Company shall, as soon as practicable after theConversion Date, issue and deliver to the Holder, or to its nominee, at theHolder's address as shown in the records of the Company, a certificate orcertificates for the number of shares of Common Stock issuable upon suchconversion in accordance with the provisions hereof, rounded to the nearestshare (with one-half or greater being rounded upward). If less than all of theUnpaid Principal represented by the Note is converted into shares of CommonStock, the Company shall issue a new Note in the amount of the Unpaid Principalnot so converted.

Fractional Shares
. No fractional shares of CommonStock shall be issued upon conversion of the Note and any fractional share towhich the holder would otherwise be entitled shall be rounded to the nearestwhole number (with one-half or greater being rounded upward).

Effect of Surrender
. The Note, once surrenderedfor conversion, shall no longer be deemed to be outstanding, and all rights withrespect to the Note shall immediately cease and terminate on the ConversionDate, except only the right of the Holder to receive shares of Common Stock inexchange therefor and the payment of any declared and unpaid dividends thereon.On the Conversion Date, the shares of Common Stock issuable upon such conversionshall be deemed to be outstanding, and the holder thereof shall be entitled toexercise and enjoy all rights with respect to such shares of Common Stock. TheNote once tendered for conversion shall, from and after the Conversion Date, bedeemed to have been retired and canceled and shall not bereissued.

Reservation of Common Stock Issuable UponConversion
. The Company shall at all times after the Issue Date reserve andkeep available out of its authorized but unissued shares of Common Stock, solelyfor the purpose of effecting the conversion of the Note, such number of itsshares of Common Stock as shall from time to time be sufficient to effect theconversion of all Unpaid Principal owing under the Note, including Interestaccruing thereon.

No Impairment
. The Company will not, by amendmentof its Certificate of Incorporation or through any reorganization, transfer ofassets, consolidation, merger, dissolution, issue or sale of securities or anyother voluntary action, avoid or seek to avoid the observance or performance ofany of the terms to be observed or performed hereunder by the Company, but willat all times in good faith assist in the carrying out of all the provisions ofthis Section 7 and in the taking of all such action as may be necessary orappropriate in order to protect the conversion rights of the Holder againstimpairment.

Assignment
. Subject to the restrictions ontransfer described in the Purchase Agreement, the rights and obligations of theCompany and the Holder of this Note shall be binding upon and benefit thesuccessors, assigns, heirs, administrators and transferees of theparties.

Waiver and Amendment
. Any provision of this Notemay be amended, waived or modified upon the written consent of the Company andthe Holder.

Notices
. Any notice, request or othercommunication required or permitted hereunder shall be in writing and shall bedeemed to have been duly given if personally delivered or if telegraphed ormailed by registered or certified mail, postage prepaid, at the respectiveaddresses of the parties as set forth in the Purchase Agreement. Any partyhereto may by notice so given change its address for future notice hereunder.Notice shall conclusively be deemed to have been given when personally deliveredor when deposited in the mail or telegraphed in the manner set forth above andshall be deemed to have been received when delivered.

No Stockholder Rights
. Nothing contained in thisNote shall be construed as conferring upon the Holder or any other person theright to vote or to consent or to receive notice as a stockholder in respect ofmeetings of stockholders for the election of directors of the Company or anyother matters or any rights whatsoever as a stockholder of the Company; and nodividends or interest shall be payable or accrued in respect of this Note or theinterest represented hereby or the Conversion Shares obtainable hereunder until,and only to the extent that, this Note shall have been converted.

Security
. This Note is secured pursuant to theterms of the Security Agreement.

Governing Law
. This Note shall be governed by andconstrued under the laws of the State of California as applied to agreementsamong California residents, made and to be performed entirely within the Stateof California.

Heading; References
. All headings used herein areused for convenience only and shall not be used to construe or interpret thisNote. Except where otherwise indicated, all references herein to Sections referto Sections hereof.

Entire Agreement
. This Note, and any agreementsincorporated or referred to herein, contains the entire understanding betweenthe Company and Holder with respect to the subject matter hereof and supersedesany and all prior or contemporaneous written or oral negotiations or agreementsbetween them regarding the subject matter hereof.

Severability; Usury
. The provisions of this Noteshall be deemed severable and the invalidity or unenforceability of anyprovision shall not affect the validity or enforceability of the otherprovisions hereof. If any provision of this Note, or the application thereof toany Person or any circumstance, is invalid or unenforceable, including as aresult of any laws relating to usury, (a) a suitable and equitableprovision shall be substituted therefor in order to carry out, so far as may bevalid and enforceable, the intent and purpose of such invalid or unenforceableprovision and (b) the remainder of this Note and the application of suchprovision to other Persons or circumstances shall not be affected by suchinvalidity or unenforceability of such provision, or the application thereof, inany other jurisdiction. In no event may any interest rate provided for hereunderexceed the maximum rate permitted by any applicable law (the "Maximum Rate").If, in any month, any interest rate, absent such limitation, would exceed theMaximum Rate, then the interest rate for that month shall be the Maximum Rate,and, if in future months, that interest rate would otherwise be less than theMaximum Rate, then that interest rate shall remain at the Maximum Rate untilsuch time as the amount of interest paid hereunder equals the amount of interestwhich would have been paid if the same had not been limited by the MaximumRate.

No Dividends, Repurchase, etc.
 So long as the Noteis outstanding, without the Holder's prior written consent no dividends (otherthan those paid in the Company's equity securities) shall be paid or declaredand set apart for payment and no other distribution shall be made upon theCompany's equity securities, nor shall any of the Company's equity securities beredeemed, purchased or otherwise acquired for any consideration (or any moniespaid to or made available for a sinking fund for redemption of any shares of anysuch equity securities) by the Company (except by conversion into or exchangefor the Company's equity securities).

Miscellaneous
. The Company hereby consents torenewals and extensions of time at or after the Maturity Date. The Company foritself and its legal successors and assigns, hereby waives diligence,presentment, protest, dishonor, notice of dishonor, demand and notice of everykind in connection with this Note. No extension of time for payment of anyamount owing hereunder shall affect the liability of the Company or any personor entity, now or at any time hereafter, liable for payment of the indebtednessevidenced hereby. No delay by the Company, including any delay because of adefault under any Indebtedness of the Company, or the Holder hereof inexercising any power or right hereunder shall operate as a waiver of any poweror right hereunder. No waiver or modification of the terms of this Note shall bevalid unless in writing and signed by the Holder.

E-LOAN, INC., a Delaware corporation

By /s/ Joseph J. Kennedy	

Joseph J. Kennedy

President

By /s/ Matthew Roberts	

Matthew Roberts

Secretary
** 

NOTICE OF CONVERSION

(To Be Signed Only Upon Conversion of Note)

TO E-LOAN, INC.

The undersigned, the holder of the foregoing Note, herebysurrenders such Note for conversion into shares of Common Stock of E-LOAN, INC.,a Delaware corporation (the "Company"), to the extent of $ _________ unpaidprincipal amount of such Note and $___________ unpaid interest on such unpaidprincipal amount, and requests that the certificates for such securities beissued in the name of, and delivered to:___________________________________________________________ , whose address is__________________________________________________________________________.

Dated: 	

	**