Exhibit 4.1

THIS WARRANT AND THE SECURITIES  ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR  QUALIFIED  UNDER  APPLICABLE  STATE  SECURITIES  LAWS.  THIS WARRANT AND THE
SECURITIES  ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED,  HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION TO SUCH ACT.

                             STOCK PURCHASE WARRANT
                  TO PURCHASE 800,000 SHARES OF COMMON STOCK OF
                                  E-LOAN, INC.

THIS CERTIFIES  that, for value  received,  MERRILL LYNCH MORTGAGE  CAPITAL INC.
(the  "Investor"),  is  entitled,  upon the terms and subject to the  conditions
hereinafter  set  forth,  at any  time in  whole or in part  during  the  period
beginning at the open of business on December 1, 2002 and ending at the close of
business on June 1, 2005, to subscribe for and  purchase,  from E-LOAN,  INC., a
Delaware corporation (the "Company"), Eight Hundred Thousand (800,000) shares of
Common Stock, par value $0.001 per share ("Common Stock"). The purchase price of
each  share of Common  Stock  under this  Warrant  shall be equal to One and Two
Hundred  Eighteen  Thousanths  Dollars  ($1.218) (as such purchase  price may be
adjusted from time to time pursuant to the terms of this Warrant,  the "Purchase
Price").  The purchase  price and the number of shares for which this Warrant is
exercisable shall be subject to adjustment as provided herein.

1. TITLE OF WARRANT.  Prior to the  expiration  hereof and subject to compliance
with applicable laws, this Warrant and all rights hereunder are transferable, in
whole or in part, at the office or agency of the Company  referred to in Section
2 hereof,  by the holder hereof in person or by duly authorized  attorney,  upon
surrender of this Warrant  together with the Assignment  Form annexed hereto and
properly endorsed.

2.  EXERCISE OF WARRANT.  The purchase  rights  represented  by this Warrant are
exercisable by the registered  holder hereof,  in whole or in part, at the times
specified in the first  paragraph  hereof,  by the surrender of this Warrant and
the Notice of Exercise  Form annexed  hereto duly  executed at the office of the
Company, in Dublin, California (or such other office or agency of the Company as
it may have  designated by notice in writing to the registered  holder hereof at
the  address of such holder  appearing  on the books of the  Company),  and upon
payment of the Purchase  Price of the shares  thereby  purchased  (by cash or by
check or bank draft  payable to the order of the Company or by  cancellation  of
indebtedness  of the  Company  to the  holder  hereof,  if any,  at the  time of
exercise  in an  amount  equal  to the  Purchase  Price  of the  shares  thereby
purchased);  whereupon the holder of this Warrant shall be entitled to receive a
certificate  for the number of shares of Common Stock so purchased.  The Company
agrees that if at the time of the  surrender  of this  Warrant and  purchase the
holder  hereof  shall be  entitled  to  exercise  this  Warrant,  the  shares so
purchased  shall be deemed to be issued to such  holder as the  record  owner of
such shares as of the close of business on the date on which this Warrant  shall
have been exercised as aforesaid.

Certificates  for shares  purchased  hereunder  shall be delivered to the holder
hereof  within ten (10) business days after the date on which this Warrant shall
have been exercised as aforesaid.

The Company  covenants  that all shares of Common Stock which may be issued upon
the exercise of rights  represented  by this Warrant will,  upon exercise of the
rights  represented by this Warrant,  be fully paid and  nonassessable  and free
from all taxes,  liens and charges in respect of the issue  thereof  (other than
taxes in respect of any transfer occurring contemporaneously with such issue).


<PAGE>


Notwithstanding  any  provisions  herein  to the  contrary,  if,  at the time of
exercise of this  Warrant,  the fair market value of one share of the  Company's
Common Stock is greater than the per share  Purchase  Price of this Warrant,  in
lieu of exercising this Warrant for cash, the holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof
being  canceled) by surrender  of this  Warrant at the  principal  office of the
Company  together  with the properly  endorsed  Notice of Exercise  Form annexed
hereto in which event the  Company  shall issue to the holder a number of shares
of Common Stock computed using the following formula:

X = Y(A-B)
    ------
      A

Where  X =   the number of shares of Common Stock to be issued to the holder

       Y =   the number of shares of Common Stock purchasable under this Warrant
             or, if  only a portion  of  this  Warrant  is  being exercised, the
             portion  of  this  Warrant  being  canceled (at  the  date  of such
             calculation)

       A =   the fair market value of one share of the Company's Common Stock

       B =   per share  Purchase  Price of this  Warrant (as  adjusted  pursuant
             to Section 11 hereof to the date of such calculation)

For purposes of the above calculation,  "fair market value" of a share of Common
Stock as of a particular date shall mean:

(i) The average of the closing prices (as listed on the NASDAQ  National  Market
(or such other exchange on which the shares are listed) and reported in The Wall
Street  Journal) of the Common Stock over the ten-day  period ending on the last
trading  day of the Common  Stock three  trading  days prior to the date of such
calculation and including such last trading day as one of the ten days; and

(ii) If there ceases to be a public market for the Common  Stock,  the Investor,
on the one hand, and the Company,  on the other hand, shall,  within thirty (30)
days, jointly appoint a qualified, independent, appraiser of recognized national
standing and experienced in the valuation of shares of companies  similar to the
Company (a "Qualified  Appraiser")  to determine the fair market value of shares
deliverable  pursuant to this Warrant. In the event that within such thirty (30)
day period, the Investor and the Company cannot agree on a mutually satisfactory
Qualified Appraiser, then the Investor, on the one hand, and the Company, on the
other hand,  shall be entitled to select an independent  appraiser of recognized
national  standing  (the  "Investor  Appraiser"  and  the  "Company  Appraiser,"
respectively)  each of whom shall render an appraisal (the "Investor  Appraisal"
and the "Company Appraisal," respectively) to the Investor and the Company as to
the fair market value of the shares  deliverable  pursuant to this Warrant,  and
the average of such fair market value  calculations as determined by each of the
Investor  Appraiser  and the  Company  Appraiser  shall be deemed to be the fair
market value of the shares  exercisable under this Warrant;  provided,  however,
that in the event there is a ten percent (10%) or greater difference between the
Investor  Appraisal and the Company  Appraisal,  the Investor  Appraiser and the
Company Appraiser shall in turn select a third appraiser of recognized  national
standing (the "Independent Appraiser") to determine the fair market value, which
appraisal  shall be final and  binding.  The fees and  expenses  of the  Company
Appraiser  shall be borne by the Company.  The fees and expenses of the Investor
Appraiser  shall  be  borne  by the  Investor.  The  fees  and  expenses  of the
Independent Appraiser, if applicable,  shall be borne equally by the Company and
the Investor.

3. INTENTIONALLY OMITTED.

4. REGISTRATION OF STOCK. The Company agrees as follows:

a. REQUIRED  REGISTRATION.  Notwithstanding  anything to the contrary  contained
herein or in any other  agreement to which the Company is bound,  on or prior to
December 1, 2002, the Company shall use its best efforts to have  registered for
resale under the Securities Act the 800,000 shares of common stock issuable upon
exercise of this Warrant  (subject to  adjustment  as described  herein),  which
shares (i) will remain unissued until the earlier of Investor's exercise in full
of this Warrant or the expiration of the

                                      -2-
<PAGE>


exercise  period  therefor and (ii) upon issuance to Investor in accordance with
this Warrant,  may be sold by Investor free and clear of any sale  restrictions.
If the Company shall fail to comply with any portion of the preceding  sentence,
the Company  shall  deliver  800,000  shares of  unregistered  common stock upon
exercise  of this  Warrant  ("Unregistered  Shares"),  which  shares may be sold
pursuant to and  subject to the  requirements  of Rule 144 under the  Securities
Act.  Subject to Section  4(b) below,  the  Company's  delivery of  Unregistered
Shares  shall be  Investor's  sole  remedy  for any  failure  by the  Company to
register  shares  pursuant to this Section 4. The Company shall not be obligated
to file and cause to become effective more than one registration statement. Such
registration  shall  be at  Company's  expense  (which  shall  include,  without
limitation,  all  registration  and filing  fees,  printing  expenses,  fees and
disbursements of counsel and independent  accountants for Company,  and fees and
expenses incident to compliance with state securities law, but shall not include
fees and disbursements of counsel for Investor).

b. DEMAND  REGISTRATION.  If, at any time the Company  shall deliver to Investor
Unregistered  Shares,  Investor shall have the right to request  registration of
such  Unregistered  Shares.  Upon receipt of a written request for registration,
the  Company at its  expense  (which  shall  include,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  accountants for Company, and fees and expenses incident
to  compliance  with  state  securities  law,  but  shall not  include  fees and
disbursements  of counsel  for  Investor),  shall:  (i) use its best  efforts to
effect the registration,  qualification or compliance of the Unregistered Shares
under the  Securities  Act and under any other  applicable  federal  law and any
applicable  securities  or blue  sky laws of  jurisdictions  within  the  United
States; (ii) furnish Investor such number of copies of the prospectus  contained
in  the  registration  statement  filed  under  the  Securities  Act  (including
preliminary  prospectus) in conformity  with the  requirements of the Securities
Act, and such other documents as the Investor may reasonably request in order to
facilitate the disposition of the Unregistered Shares; and (iii) notify Investor
at any time when a prospectus  relating to the  Unregistered  Shares  covered by
such  registration  statement is required to be delivered  under the  Securities
Act, of the happening of any event as a result of which the prospectus forming a
part of such  registration  statement,  as then in  effect,  includes  an untrue
statement of a material  fact or omits to state any material fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
at the request of Investor prepare and furnish to Investor any reasonable number
of  copies  of any  supplement  to or  amendment  of such  prospectus  as may be
necessary so that,  as thereafter  delivered to  purchasers  of the stock,  such
prospectus  shall not include an untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading.

c.  INDEMNIFICATION.  In the event that Common Stock purchased  pursuant to this
Warrant is  included  in a  registration  statement  under  this  Section 4, the
Company will indemnify and hold harmless Investor and each other person, if any,
who controls  Investor  within the meaning of the  Securities  Act,  against any
losses, claims,  damages or liabilities,  joint or several, to which Investor or
controlling  person may become  subject under the  Securities  Act or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of are based upon any  untrue  statement  or alleged  untrue
statement of any material fact contained,  on the effective date thereof, in any
registration  statement  pursuant to which the Common Stock was registered under
the Securities Act, any  preliminary  prospectus or final  prospectus  contained
therein,  or any amendment or supplement  thereto,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or arise out of or are based upon the  failure by Company to file any  amendment
or supplement  thereto that was required to be filed under the  Securities  Act,
and will reimburse  Investor and each such  controlling  person for any legal or
any other expenses  reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action.  Notwithstanding
the  foregoing,  Company  will not be liable in any such case to the extent that
any such loss,  claim,  damage,  or liability  arises out of or is based upon an
untrue statement or omission made in such  registration  statement,  preliminary
prospectus,  final prospectus or amendment or supplement in reliance upon and in
conformity with written  information  furnished to Company through an instrument
duly  executed  by  or on  behalf  of  Investor  specifically  for  use  in  the
preparation  of  such  registration  statement,  preliminary  prospectus,  final
prospectus, or amendment or supplement.

It shall be a  condition  precedent  to the  obligation  of  Company to take any
action  pursuant to this Section that Company shall have received an undertaking
satisfactory to it from Investor to indemnify and hold harmless  Company (in the
same manner and to the same extent as set forth in this Section),  each director
of Company, each officer who shall sign such registration

                                      -3-
<PAGE>


statement,  and any  persons  who  control  Company  within  the  meaning of the
Securities Act, with respect to any statement or omission from such registration
statement, preliminary prospectus, or any final prospectus contained therein, or
any amendment or supplement  thereto,  if such statement or omission was made in
reliance upon and in conformity  with written  information  furnished to Company
through an instrument duly executed by the indemnifying  party  specifically for
use in the preparation of such registration  statement,  preliminary prospectus,
final prospectus, or amendment or supplement.

Promptly following receipt by an indemnified party of notice of the commencement
of any action  involving a claim  referred to above in this Section  4(c),  such
indemnified  party will, if a claim in respect  thereof is to be made against an
indemnifying  party,  give written notice to the latter of the  commencement  of
such action.  In case any such action is brought  against an indemnified  party,
the  indemnifying  party will be  entitled to  participate  in and to assume the
defense thereof,  jointly with any other indemnifying party similarly  notified,
to the extent that it may wish,  with counsel  reasonably  satisfactory  to such
indemnified party, and after such indemnified party consents to the indemnifying
party's election to assume the defense thereof,  the indemnifying party will not
be liable to such indemnified party for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense thereof.

d. BINDING PROVISIONS.  The provisions of this Section 4 shall be binding on the
successors of Company and in the event of a merger or consolidation in which the
Company  is not the  survivor,  the  Company  shall  assign  and  transfer,  and
successor shall assume, the provisions of this Section 4.

5. NO FRACTIONAL  SHARES OR SCRIP.  No fractional  shares or scrip  representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any fraction of a share called for upon the exercise of this Warrant,
an amount equal to such  fraction  multiplied by the then current price at which
each  share may be  purchased  hereunder  shall be paid in cash to the holder of
this Warrant.

6. CHARGES,  TAXES AND EXPENSES.  Issuance of certificates  for shares of Common
Stock upon the  exercise of this  Warrant  shall be made  without  charge to the
holder  hereof  for any issue or  transfer  tax or other  incidental  expense in
respect of the  issuance of such  certificate,  all of which taxes and  expenses
shall be paid by the Company,  and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant;  provided,  however,  that in the event certificates for
shares of Common  Stock  are to be issued in a name  other  than the name of the
holder of this  Warrant,  this Warrant when  surrendered  for exercise  shall be
accompanied by the Assignment  Form attached  hereto duly executed by the holder
hereof; and provided,  further,  that upon any transfer involved in the issuance
or  delivery of any  certificates  for shares of Common  Stock,  the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

7. NO RIGHTS AS SHAREHOLDERS. This Warrant does not entitle the holder hereof to
any voting rights or other rights as a  shareholder  of the Company prior to the
exercise hereof. However, nothing in this Section 7 shall limit the right of the
holder to be provided notices required under this Warrant.

8.  EXCHANGE AND REGISTRY OF WARRANT.  This  Warrant is  exchangeable,  upon the
surrender  hereof  by the  registered  holder at the  above-mentioned  office or
agency of the  Company,  for a new  Warrant  of like  tenor and dated as of such
exchange.  The Company shall maintain at the above-mentioned  office or agency a
registry showing the name and address of the registered  holder of this Warrant.
This  Warrant  may  be  surrendered  for  exchange,  transfer  or  exercise,  in
accordance  with its terms,  at such  office or agency of the  Company,  and the
Company  shall be entitled to rely in all respects,  prior to written  notice to
the contrary, upon such registry.

9. LOSS,  THEFT,  DESTRUCTION  OR  MUTILATION  OF WARRANT.  Upon  receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction  or  mutilation  of this  Warrant,  and in case of  loss,  theft  or
destruction,  of indemnity or security  reasonably  satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon surrender and cancellation of this Warrant, if mutilated,  the Company will
make and deliver a new Warrant of like tenor and dated as of such  cancellation,
in lieu of this Warrant.

10.  SATURDAYS,  SUNDAYS,  HOLIDAYS,  ETC. If the last or appointed  day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday  or a Sunday or shall be a legal  holiday,  then such action
may be taken or such right may be  exercised  on the next  succeeding  day not a
legal holiday.

                                      -4-
<PAGE>


11. ADJUSTMENT TO PURCHASE PRICE AND SHARES.

a.  MERGER,  SALE OF  ASSETS,  ETC.  If at any  time  the  Company  proposes  to
consolidate  with,  merge with, sell or convey all or  substantially  all of its
assets to any other corporation,  or effect some other form of reorganization (a
"Merger Event"), then the holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, the number of shares of securities of the
successor corporation  resulting from such Merger Event,  equivalent in value to
that which would have been  issuable if the holder of this Warrant had exercised
this Warrant immediately prior to the Merger Event.

b.  RECLASSIFICATION,  ETC. If the Company at any time  shall,  by  subdivision,
combination or  reclassification  of securities or otherwise,  change any of the
securities to which purchase  rights under this Warrant exist into the same or a
different  number  of  securities  of any class or  classes,  or issue any stock
dividends or dividends  payable other than a cash  dividend,  this Warrant shall
thereafter  be adjusted to acquire such number and kind of  securities  as would
have been  issuable as the result of such change or dividend with respect to the
securities  which  were  subject  to the  purchase  rights  under  this  Warrant
immediately   prior   to   such   subdivision,    combination,    or   dividend,
reclassification  or other change.  If shares of the Company's  Common Stock are
subdivided  or  combined  into a greater or  smaller  number of shares of Common
Stock, the Purchase Price under this Warrant shall be proportionately reduced in
case of  subdivision  of  shares  or  proportionately  increased  in the case of
combination  of  shares,  in both cases by the ratio  which the total  number of
shares of Common Stock to be outstanding  immediately  after such event bears to
the total number of shares of Common Stock outstanding immediately prior to such
event.

c. CASH DISTRIBUTIONS. No adjustment on account of cash dividends or interest on
the Company's  Common Stock or other  securities  purchasable  hereunder will be
made to the Purchase Price under this Warrant.

d. ADJUSTMENTS IN PURCHASE PRICE.  Whenever the number of shares of Common Stock
issuable upon the exercise of this Warrant is adjusted,  as provided in Sections
11(a) or 11(b),  the Purchase  Price shall be adjusted (to the nearest  cent) by
multiplying  such  Purchase  Price  immediately  prior to such  adjustment  by a
fraction  (x) the  numerator  of which  shall be the  number of shares of Common
Stock  purchasable upon the exercise of this Warrant  immediately  prior to such
adjustment  and (y) the  denominator  of which  shall be the number of shares of
Common Stock so purchasable immediately after such adjustment.

e. AUTHORIZED  SHARES.  The Company covenants that during the period the Warrant
is outstanding,  it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of Common Stock upon the
exercise  of any  purchase  rights  under  this  Warrant.  The  Company  further
covenants that its issuance of this Warrant shall  constitute  full authority to
its officers who are charged with the duty of executing  stock  certificates  to
execute and issue the necessary  certificates for shares of the Company's Common
Stock upon the exercise of the purchase rights under this Warrant.

f. NOTICE OF ADJUSTMENT.  When any adjustment will be required to be made in the
number or kind of shares  purchasable  upon  exercise of this  Warrant or to the
Purchase Price  hereunder,  the Company shall promptly  notify the holder (after
any decision by the Company to merge,  sell or convey  substantially  all of its
assets,  subdivide,  combine or reclassify  its Common  Stock,  or engage in any
other  activity  contemplated  by this  Section 11) of such  decision and of the
number of shares of Common  Stock or other  securities  or  property  thereafter
purchasable upon exercise of this Warrant.

12.  REPRESENTATIONS AND WARRANTIES.  The Company represents and warrants to the
holder of this Warrant as follows:

a. This  Warrant has been duly  authorized  and executed by the Company and is a
valid and binding  obligation of the Company  enforceable in accordance with its
terms, subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and the rules of law or principles at equity governing
specific performance, injunctive relief and other equitable remedies;

b. As of June 1, 2002, the Company has issued and outstanding  58,991,365 shares
of  Common  Stock,  and the  shares  subject  to this  Warrant  have  been  duly
authorized and reserved for issuance by the Company

                                      -5-
<PAGE>


and,  when issued in  accordance  with the terms hereof will be validly  issued,
fully paid and non-assessable;

c. The rights,  preferences,  privileges and restrictions  granted to or imposed
upon the shares subject to this Warrant and the holders thereof are as set forth
in the Company's  Certificate of  Incorporation,  as amended to the date of this
Warrant;

d. The  execution  and delivery of this Warrant are not, and the issuance of the
shares upon  exercise of this Warrant in  accordance  with the terms hereof will
not be, inconsistent with the Company's  Certificate of Incorporation as amended
to the date of this Warrant,  or bylaws, do not and will not contravene any law,
governmental  rule or regulation,  judgment or order  applicable to the Company,
and do not and will not conflict with or contravene  any material  provision of,
or constitute a default under,  any material  indenture,  mortgage,  contract or
other  instrument  of which  the  Company  is a party or by which it is bound or
require the consent or approval of, the giving of notice to, the registration or
filing with or the taking of any action in respect of or by, any federal,  state
or local government  authority or agency or other person,  except for the filing
of notices  pursuant to federal and state securities laws, which filings will be
effected by the time required thereby; and

e. There are no actions,  suits,  audits,  investigations or proceedings pending
or, to the knowledge of the Company, threatened against the Company in any court
or before any  governmental  commission,  board or authority which, if adversely
determined, will have a material adverse effect on the ability of the Company to
perform its obligations under this Warrant.

13.  COMPLIANCE  WITH  SECURITIES  ACT;  DISPOSITION OF WARRANT OR  UNREGISTERED
SHARES.

a. COMPLIANCE  WITH  SECURITIES  ACT. The holder of this Warrant,  by acceptance
hereof,  agrees  that this  Warrant,  and any  Unregistered  Shares  issued upon
exercise  hereof are being acquired for investment and that such holder will not
offer,  sell or otherwise  dispose of this Warrant,  or any Unregistered  Shares
except  under  circumstances  which  will  not  result  in a  violation  of  the
Securities Act, or any applicable  state  securities laws. Upon exercise of this
Warrant and delivery of any Unregistered Shares, the holder hereof shall confirm
in writing  that the  Unregistered  Shares so purchased  are being  acquired for
investment and not with a view toward distribution or resale in violation of the
Securities  Act and shall confirm such other matters  related  thereto as may be
reasonably  requested by the Company.  This Warrant and all Unregistered  Shares
issued upon exercise of this Warrant  (unless  registered  under the Act and any
applicable state securities laws) shall be stamped or imprinted with a legend in
substantially the following form:

    "THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
    NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
    "SECURITIES ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS.
    THIS WARRANT AND THE SECURITIES  ISSUABLE UPON THE EXERCISE  HEREOF MAY
    NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED,  HYPOTHECATED,  OR  OTHERWISE
    TRANSFERRED  EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT
    UNDER THE SECURITIES ACT OR AN EXEMPTION TO SUCH ACT."

Said legend  shall be removed by the Company,  upon the request of a holder,  at
such time as the  restrictions on the transfer of the applicable  security shall
have terminated.  In addition,  in connection with the issuance of this Warrant,
the holder specifically  represents to the Company by acceptance of this Warrant
as follows:

                           (1)  The  holder is  aware of the  Company's business
affairs and financial condition,  and has acquired information about the Company
sufficient  to reach an informed  and  knowledgeable  decision  to acquire  this
Warrant. The holder is acquiring this Warrant for its own account for investment
purposes only and not with a view to, or for the resale in connection  with, any
"distribution" thereof in violation of the Securities Act.

                           (2)  The holder understands that this Warrant has not
been registered under

                                      -6-
<PAGE>


the  Securities  Act in  reliance  upon a specific  exemption  therefrom,  which
exemption depends upon, among other things, the bona fide nature of the holder's
investment intent as expressed herein.

                           (3)  The holder further understands that this Warrant
must be held  indefinitely  unless  subsequently  registered  under  the Act and
qualified under any applicable state securities laws, or unless  exemptions from
registration and qualification are otherwise  available.  The holder is aware of
the provisions of Rule 144, promulgated under the Securities Act.

b.  DISPOSITION OF WARRANT OR SHARES.  With respect to any offer,  sale or other
disposition of this Warrant or any Unregistered  Shares acquired pursuant to the
exercise of this Warrant, the holder hereof agrees to give written notice to the
Company prior thereto,  describing  briefly the manner thereof,  together in the
case of Investor,  with an officer's certificate,  or in the case of transferees
of  Investor  with a written  opinion  of such  transferee's  counsel,  or other
evidence, if reasonably requested by the Company, to the effect that such offer,
sale or other disposition may be effected without  registration or qualification
(under the Securities  Act as then in effect or any applicable  federal or state
securities  law then in effect) of this Warrant or the  Unregistered  Shares and
indicating whether or not under the Securities Act certificates for this Warrant
or the  Unregistered  Shares to be sold or  otherwise  disposed  of require  any
restrictive legend as to applicable  restrictions on transferability in order to
ensure compliance with such law. Promptly upon receiving such written notice and
reasonably  satisfactory  officer's  certificate  or opinion (as  applicable) or
other evidence, if so requested,  the Company, as promptly as practicable but no
later than three (3) days after receipt of the written notice, shall notify such
holder that such holder may sell or  otherwise  dispose of this  Warrant or such
Unregistered Shares, all in accordance with the terms of the notice delivered to
the Company.  If a  determination  has been made  pursuant to this Section 13(b)
that the  officer's  certificate  or  opinion  of  counsel  for the  holder  (as
applicable) or other evidence is not reasonably satisfactory to the Company, the
Company  shall so notify the holder  promptly  with details  thereof  after such
determination has been made. Notwithstanding the foregoing, this Warrant or such
Unregistered Shares may, as to such federal laws, be offered,  sold or otherwise
disposed  of in  accordance  with  Rule 144 or 144A  under the  Securities  Act,
provided that the Company shall have been furnished with such information as the
Company  may  reasonably  request to  provide a  reasonable  assurance  that the
provisions  of  Rule  144  or  144A  have  been  satisfied.   Each   certificate
representing this Warrant or the Unregistered  Shares thus transferred (except a
transfer  pursuant to Rule 144 or 144A) shall bear a legend as to the applicable
restrictions on  transferability  in order to ensure  compliance with such laws,
unless in the  aforesaid  officer's  certificate  or opinion of counsel  for the
holder  (as  applicable),  such  legend  is not  required  in  order  to  ensure
compliance  with such laws. The Company may issue stop transfer  instructions to
its transfer agent in connection with such restrictions.

14. MISCELLANEOUS.

a. ISSUE DATE.  The  provisions  of this Warrant shall be construed and shall be
given  effect in all  respects  as if it had been  issued and  delivered  by the
Company on the date hereof.  This Warrant  shall inure to the benefit of, and be
binding upon, the Company and the Investor and their  respective  successors and
assigns. This Warrant shall constitute a contract under the laws of the State of
California  and for all  purposes  shall be  construed  in  accordance  with and
governed by the laws of said state.

b.  RESTRICTION.  The holder hereof  acknowledges that the Common Stock acquired
upon the exercise of this Warrant may have  restrictions upon its resale imposed
by state and federal securities laws.

c. WAIVERS AND  AMENDMENTS.  This  Warrant may only be amended or any  provision
waived with the written consent of the Investor and the Company.

d. NOTICE.  Any notice,  request,  communication  or other document  required or
permitted to be given or delivered to the holder  hereof or the Company shall be
delivered, or shall be sent by certified or registered mail, postage prepaid, to
each such  holder at its  address as shown on the books of the Company or to the
Company at 5875 Arnold Road,  Dublin,  California  94568,  attn:  Steve Majerus,
Senior Vice  President of Capital  Markets,  with a copy to Edward A.  Giedgowd,
General Counsel at the same address.

e.  ATTORNEY'S  FEES.  If any action of law or equity is necessary to enforce or
interpret the terms of this Warrant,  the prevailing  party shall be entitled to
its reasonable attorney's fees, costs and disbursements in addition to any other
relief to which it may be entitled.

                                      -7-
<PAGE>


IN WITNESS WHEREOF,  E-LOAN,  Inc. has caused this Warrant to be executed by its
Chief Financial Officer thereunto duly authorized.

Dated: June 14, 2002


                                          E-LOAN, INC.

                                          By:      /s/ MATTHEW ROBERTS
                                             -----------------------------------
                                             Name:  Matthew Roberts
                                             Title: Chief Financial Officer
























                                      -8-
<PAGE>




                                 ASSIGNMENT FORM

                    (To assign the foregoing Warrant execute
                   this form and supply required information.
                    Do not use this form to purchase shares.)

         FOR VALUE  RECEIVED,  the  foregoing  Warrant and all rights  evidenced
thereby are hereby assigned to


--------------------------------------------------------------------------------
                                 (Please Print)


whose address is
                 ---------------------------------------------------------------
                                 (Please Print)

--------------------------------------------------------------------------------

                                          Dated:
                                                --------------------------------

                                          Investor's Signature:
                                                                ----------------

                                          Investor's Address:
                                                              ------------------


                                          --------------------------------------




Signature Guaranteed:
                     -----------------------------------------------------------


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant  without  alteration  or  enlargement  or any
change whatever, and must be guaranteed by a bank or trust company.  Officers of
corporations  and those acting in a fiduciary or other  representative  capacity
should file proper evidence of authority to assign the foregoing Warrant.









<PAGE>



                               NOTICE OF EXERCISE

To: E-LOAN, INC.

(1) The undersigned hereby elects to purchase ________ shares of Common Stock of
E-LOAN, INC. pursuant to the terms of the attached Warrant, and tenders herewith
payment of the purchase  price in full,  together with all  applicable  transfer
taxes, if any.

(2) Please issue a certificate  representing  said shares of Common Stock in the
name of the undersigned or in such other name as is specified below:

                                     (Name)

                                    (Address)

                                        (Date) (Signature)