SYSTEMS AND MARKETING AGREEMENT

     This Systems and Marketing  Agreement  ("Agreement")  is entered into as of
September 30, 1999("Effective Date") between Option One Mortgage Corporation dba
H&R Block Mortgage, a California corporation having an address at S Ada, Irvine,
California 92618 ("HRBM") and E-LOAN,  Inc., a California  corporation having an
office at 5875 Arnold Road, Dublin,  California 94568 ("E-LOAN")  (collectively,
the "Parties")


     WHEREAS,  HRBM is engaged  in  providing  mortgage  services  that  include
processing,  origination,  and funding  mortgage  leans  secured by  residential
properties located in the United States; and


     WHEREAS,  E-LOAN is engaged in marketing mortgage services via the Internet
including  attracting  visitors to E-LOAN's website,  providing  visitors with a
variety of  mortgage  options,  and  displaying  a variety of  competitive  loan
products available on the market;


     WHEREAS,  HRBM and  E-LOAN  wish to  develop  a systems  communication  and
marketing  program("Program")  to facilitate  and market HRBM's loan products to
visitors of E-LOAN's website;


     NOW,  THEREFORE,  in consideration  of their mutual  promises,  the Parties
hereby agree as follows:


I. The Program


       (a)    E-LOAN shall market HRBM's various mortgage  programs and products
              to Internet  users.  The  Program  shall  include a  comprehensive
              marketing  plan  designed,  executed,  and paid for by E-LOAN,  to
              attract visitors to E-LOAN's website ("Customers") for the purpose
              of  obtaining   mortgage   loans  from  HRBM  and  other  mortgage
              companies.   All   customers   meeting  the  HRBM   mortgage  loan
              guidelines,  as set  forth in  Exhibit  A,  will be noted  and the
              on-line  preliminary  application  will be transferred to HRBM for
              further processing.


       (b)    Although  E-LOAN shall market HRBM to its Customers as required by
              the  Program:  (i) E-LOAN shall not be required to, and shall not,
              endorse  HRBM,  in any  communications  under the Program that are
              targeted  to  Customers;(ii)  E-LOAN  shall  not  be  required  to
              recommend  HRBM as a mortgage  provider and (iii) E-LOAN shall not
              be  required  to,  and shall not as part of the  Program,  provide
              advice,  counseling or assistance to Customers in connection  with
              any  particular  HRBM mortgage  loan, for which they have applied.
              E-Loan shall not hold itself out as a partner,  joint venturer, or
              similar business affiliate of HRBM.


 2. Compensation.

     (a)  HRBM shall pay E-Loan a one-time, non-refundable fee for the creation,
          construction, installation, and testing of the software, hardware, and
          other system enhancements  necessary for communications between E-Loan
          and  HRBM  systems  and  for  enabling  the  credit   calculations  on
          information  submitted by the Customers  (the "Set-Up Fee") The amount
          of the Set-Up Fee shall be [*] and shall be due upon execution of this
          Agreement  by both  Parties  and payable no more than twenty (20) days
          thereafter.


     (b)  HRBM shall pay E-Loan a marketing  fee of [*] per month (the  "Monthly
          Marketing  Fee") for the  marketing  activities  provided  under  this
          Agreement in connection with the Program.  Each Monthly  Marketing Fee
          shall be paid on or before the twentieth  (20th) day following the end
          of each  month.  To  illustrate,  the  Monthly  Marketing  Fee due for
          October  marketing  shall be due on or before  November  20,1999.  The
          Parties  each  acknowledge  and agree that the Monthly  Marketing  Fee
          reflects  the  reasonable  and  fair  market  value of the  goods  and
          services to be provided by E-LOAN under the Program, without regard to
          the value or volume of mortgage loans that may be  attributable to the
          Program.


 3. Term and Termination.

       (a)    The term of this Agreement shall be for a period of six (6) months
              commencing  on its  Effective  Date unless  earlier  terminated in
              accordance with the provisions of this Section 3.

       (b)    Notwithstanding anything to the contrary in this Agreement, either
              party may terminate  this  Agreement at any time, in the following
              situations ("Events of Default"):

              (1)     Material breach or this Agreement by the other party which
                      remains  uncured  after thirty (30) days'  written  notice
                      thereof;

              (2)     A party  makes a general  assignment  for the  benefit  of
                      creditors,  or files a voluntary petition in bankruptcy or
                      for  reorganization  or  arrangement  under the bankruptcy
                      laws, or a petition in bankruptcy is filed against a party
                      and is not dismissed  within sixty (60) days after filing,
                      or a receiver or trustee is appointed  for all or any part
                      of the property or assets of a party.

              Upon termination of this Agreement, as provided herein or pursuant
              to Paragraph 19; (i) HREM shall continue to process, in due course
              any mortgage loan applications  submitted by any Customer prior to
              the date of  termination,  and (ii) HRBM's  obligation  to pay any
              then due Monthly  Marketing  Fee will be prorated as of such date,
              and (iii) the  provisions  of  Section 5 of this  Agreement  shall
              survive.


4. Relationship

       The  relationship  between HRBM and E-LOAN  shall be that of  independent
       contractors  and  neither  party  shall be or  represent  itself td be an
       agent, employee, partner or joint venturer of the other, nor shall either
       party have or represent itself to have any power or authority to act for,
       bind or commit the other.


5. Representations and Warranties.

          (a)  HRBM's  Authority/Legal  Actions.  HRBM  is  a  corporation  duly
               organized,  validly  existing and in good standing under the laws
               of  the  State  of  California  with  full  corporate  power  and
               authority to transact the business contemplated by this Agreement
               and it possesses all requisite authority, power, license. permits
               and  franchises  to conduct its business as presently  conducted.
               Its execution, delivery and compliance with its obligations under
               the terms of this  Agreement are not  prohibited or restricted by
               any  government  agency.   There  is  no  claim.   action.  suit,
               proceeding  or  investigation  pending  or, to the best of HRBM's
               knowledge,  threatened against it or against any of its principal
               officers,  directors or key employees,  which,  either in any one
               instance or in the aggregate.  may result in an adverse change in
               the  business,  operations,  financial  condition,  properties or
               assets of HRBM,  or in any  impairment of the right or ability of
               HREM to  carry on its  business  substantially  as now  conducted
               through  its  existing  management  group,  or  in  any  material
               liability on the part of HRBM,  or which would draw into question
               the validity of this Agreement.


          (b)  E-LOAN's  Authority/Legal  Actions.  E-LOAN is a corporation duly
               organized,  validly  existing and in good standing under the laws
               of the State or Delaware with full corporate  power and authority
               to transact any and all business  contemplated  by this Agreement
               and it possesses all requisite authority. power, license, permits
               and  franchises  to conduct its business as presently  conducted.
               Its execution, delivery and compliance with its obligations under
               the terms of this  Agreement are not  prohibited or restricted by
               any  government  agency.   There  is  no  claim,   action,  suit.
               proceeding or  investigation  pending or, to the best of E-LOAN's
               knowledge,  threatened against it or against any of its principal
               officers,  directors or key  employees  which,  either in any one
               instance or in the aggregate,  may result in an adverse change in
               the  business,  operations,  original  condition,  properties  or
               assets of E-LOAN, or in any impairment of the right or ability of
               E-LOAN to carry on its business  substantially  as now  conducted
               through  its  existing  management  group,  or  in  any  material
               liability  on the  part of  E-LOAN,  or  which  would  draw  into
               question  the validity of this  Agreement.  The  information  and
               content on the E-LOAN website (other than information supplied by
               HRBM )and the E-LOAN Marks (as defined below) licensed hereunder,
               do not and will not infringe on the patent, copyright, trademark.
               trade name or other proprietary right of any third party.

          (c)  E-LOAN's   Compliance.   E-LOAN's  website   structure,   format,
               information, and content, as built and as used by E-LOAN shall be
               in full compliance with all applicable federal and state laws and
               this  Agreement.  E-LOAN has  obtained,  or will have obtained in
               connection with the transactions  contemplated by this Agreement,
               all  necessary  federal and state  approvals in  connection  with
               operation  and  ownership or its website and the content  thereof
               and will make the  necessary  changes  to its  website to reflect
               this Agreement and insure  accurate  representation.  The Privacy
               notices  and  Privacy  Policies  of  E-LOAN's  website  shall  be
               consistent  with the  Federal  Trade  Commission's  procedure  or
               rules, and comply with acceptable trade practices.


6. Execution/Conflict with Existing Laws or Contracts.

     The parties have taken all necessary  action to authorize their  respective
     execution,  delivery and  performance  of this  Agreement The execution and
     delivery of this Agreement and the  performance  of the  obligations of the
     respective  parties  hereunder  will not (I)  conflict  with or violate the
     Certificate or Incorporation or By-laws of either party or any provision of
     any law or regulation or any decree, demand or order to which either pad is
     subject  or (ii)  conflict  with or result in a breach of or  constitute  a
     default (or an event which,  with notice or lapse of time,  or both,  would
     constitute a default)  under any or the terms,  conditions or provisions of
     any agreement or instrument to which either party is a party or by which it
     is bound,  or any order or decree  applicable to either party, or result in
     the creation or imposition of any lien on any of their assets or property.


7. Confidential Information

     Each  party  recognizes  that  during  the  term  of  this  Agreement,  its
     directors,  officers,  employees  and  authorized  representatives  such as
     attorneys and accountants,  may obtain knowledge or trade secrets, customer
     lists,  membership  lists and other  confidential  information or the other
     party which is valuable,  proprietary,  special or unique to the  continued
     business of that party, which information is initially delivered in written
     form  including  electronic  form or is summarized and delivered in writing
     within thirty (30) days after initial  delivery in  non-written  form,  and
     which writing is marked  "Confidential"  or in a similar nature to indicate
     its nonpublic and proprietary nature ("Confidential  information.  However,
     Confidential  Information  does  not  include  information  that  is or (i)
     becomes  available to the general public other than through a breach by the
     recipient  party,  (ii) already known to the recipient party as or the time
     of communication  to the recipient party,  (iii) developed by the recipient
     party independently or and without reference to information communicated by
     the other party, or (iv) rightfully  received by the recipient party from a
     third party which third party is not under a legal duty of  confidentiality
     with respect to such information. Accordingly, each party as a recipient of
     the  other's  Confidential  Information  agrees  to hold  the  Confidential
     Information of the communicating party and the terms and conditions of this
     Agreement  in  confidence  and to use  diligent  efforts to ensure that the
     communicating party's Confidential Information the terms hereof are held in
     confidence by it officers, directors, employees, representatives and others
     over whom it exercises control Upon discovering any unauthorized disclosure
     of the communicating party's Confidential  Information or the terms or this
     Agreement,  the  recipient  will  use  diligent  efforts  to  recover  such
     information  and to prevent  its further  disclosure  to  additional  third
     parties.  In  addition,  the  recipient  party  will  promptly  notify  the
     communicating  party in writing of any such unauthorized  disclosure of the
     communicating  party's Confidential  Information.  The parties' obligations
     under this paragraph will survive for a period or three (3) years following
     the expiration or earlier termination of this Agreement.


8. Hold Harmless.

          (a)  HRBM agrees to  indemnify,  defend and hold E-LOAN  harmless from
               and  against  any  and all  claims,  suits,  actions,  liability,
               losses,  expenses or damages  which may  hereafter  arise,  which
               E-LOAN, its affiliates,  directors, officers, agents or employees
               may  sustain  due to or  arising  out  of any  misrepresentation,
               negligent  ad or  omission  by HRBM,  its  affiliates,  officers.
               agents,  representatives  or employees or out of any act by HRBM,
               its affiliates, officers, agents, representatives or employees in
               violation of this Agreement or in violation of any applicable law
               or regulation. Provided, however, the above indemnification shall
               not provide coverage for (a) any claim, suit or action, liability
               or loss,  expense or damage that resulted from E-LOAN'S negligent
               act  or   omission   to  a  breach   by  E-LOAN  of  any  of  its
               representations,  warranties or obligations under this Agreement,
               or (b) the  amount  by  which  any  cost,  fee,  expense  or loss
               associated  with any of the foregoing  were increased as a result
               of an act or  omission on the part of E-LOAN.  As a condition  of
               the foregoing  indemnity  obligation,  E-LOAN agrees to give HRBM
               reasonably prompt notice of any third party claim.

          (b)  E-LOAN  agrees to  indemnify,  defend and hold HRBM harmless from
               and  against  any  and all  claims,  suits,  actions,  liability,
               losses,  expenses or damages  which may  hereafter  arise,  which
               HRBM, its affiliates,  directors,  officers,  agents or employees
               may  sustain  due to or  arising  out  of any  misrepresentation,
               negligent act or omission by E-LOAN,  its  affiliates,  officers,
               agents, representatives or employees or out of any act by E-LOAN,
               its affiliates, officers, agents, representatives or employees in
               violation of this Agreement or in violation of any applicable law
               or regulation. Provided, however, the above indemnification shall
               not provide coverage for (a) any claim, suit or action, liability
               or loss,  expense or damage that resulted from a negligent act or
               omission of HRBM or that is  attributable  to a breach by HRBM of
               any of its representations, warranties or obligations pursuant to
               this Agreement,  or(b) the amount by which any cost, fee, expense
               or loss  associated with any of the foregoing were increased as a
               result of an act or omission on the part of HRBM.  As a condition
               of the foregoing indemnity obligation, HRBM agrees to give E-LOAN
               reasonably prompt notice of any third party claim.


9. Notices

     All notices required Of permitted by this Agreement shall be in writing and
     shall be given by certified mail,  return receipt requested or by reputable
     overnight  courier with package tracing  capability and sent to the address
     at the read of this Agreement or such other address that a party  specified
     in writing in accordance with this paragraph.


10. Disclaimer Concerning Tax Effects

     Neither party to this Agreement makes any representation or warranty to the
     other regarding the effect that this Agreement and the  consummation of the
     transactions  contemplated hereby may have upon the foreign, federal, state
     or local tax liability of the other.


11. Disclaimer of Warranties

     Neither E-LOAN nor HRBM guarantees  continuous or uninterrupted  display or
     distribution  of  any  links  contemplated   hereunder.  or  continuous  or
     uninterrupted  operation  of their  respective  websites.  In the  event of
     interruption  of display or distribution of E-LOAN's or HRBM's links or the
     parties'  websites (or any portion there to the parties' sole obligation to
     each other shall be to restore  service as soon as  practical.  In no event
     will  either  party be  liable  for  consequential,  punitive.  special  or
     indirect  damages in  connection  with this  Agreement  or the  obligations
     contemplated  hereby  even if they are advised of the  possibility  of such
     damages.  Notwithstanding  the  foregoing.  or any other  provision in this
     Agreement,  should  operation  be  interrupted  for  eight  or  more  hours
     throughout a day (an "Interrupted flay") for five consecutive calendar days
     or longer,  the Monthly Marketing Fee shall be reduced by that amount equal
     to $2,500 per clay for each Interrupted Day.


12. Capitalized Terms. Capitalized terms used herein shall have the meanings set
    forth herein.


13. Amendment

     The terms and  conditions of this  Agreement may not be modified or amended
     other than by a writing signed by both parties.


14. Trademark License

     Neither party may use the other parties  trademarks,  service marks,  trade
     names,  logos,  or other  commercial  or  product  designation(collectively
     "Marks") for any purpose  whatsoever  without the prior written  consent of
     the other party.


15. Assignment/Binding Nature

     Neither party may assign,  voluntarily,  by operation of law, or otherwise,
     any rights,  or delegate any duties under this  Agreement to any party that
     is not an affiliate of itself as of the Effective  Date,  without the other
     party's  prior  written  consent,  except that either party may assign this
     Agreement  or any of its rights or  obligations  arising  hereunder  to the
     surviving entity in a merger, acquisition,  reorganization or consolidation
     in which it  participates,  or to a purchaser of  substantially  all of its
     assets;  providing that the assigning  party will give  reasonable  written
     notice to the non-assigning party in advance of such merger, acquisition or
     other  assignment and that the surviving  entity is not a competitor to the
     non-assigning  party.  Subject to the foregoing,  this  Agreement  shall be
     binding upon and shall inure to the benefit of the  successors  and assigns
     of the Parties.


16. Entire Agreement

     This  Agreement  and any Exhibits  attached  hereto  constitute  the entire
     Agreement   between  the  Parties  and   supersede  all  oral  and  written
     negotiations of the Parties with respect to the subject matter hereof.


17. Governing Law

     This  agreement  shall be  subject to and  construed  under the laws of the
     Stale of  California.  without  reference to  conflicts  of law  provisions
     thereof


18. Severability

     If any  provision  of this  Agreement  should  be  invalid,  illegal  or in
     conflict with any applicable  state or federal law or regulation,  such law
     or  regulation  shall  control,  to the  extent or such  conflict,  without
     affecting the remaining provisions or this Agreement.  This Agreement shall
     be deemed to be severable and. if any provision is determined to be void or
     unenforceable, then that provision will be deemed severed and the remainder
     or the Agreement will remain in effect. Without limiting the foregoing,  if
     either party is advised by counsel or a regulatory body having jurisdiction
     over the party's  activities that any provision of this Agreement  violates
     any applicable  federal or state law or regulation,  then the parties agree
     cooperate  to comply  with such advice by  modifying  or  terminating  this
     Agreement (in whole or in part).


IN WITNESS  WHEREOF,  the Parties have caused this  Agreement to be executed the
day and year first above written.



E-LOAN, Inc.                               Option One Mortgage Corporation,
                                           dba H & R Block Mortgage

By: /s/Joseph J. Kennedy                    By:  /s/ Tim Owens
    --------------------                        -----------------------------
    Joseph J. Kennedy                           Tim Owens
    President & COO                             SVP




<PAGE>





                                    Exhibit A


HRBM Loan Program Guidelines


[*]