Exhibit 10.2

SECURITY AGREEMENT

This Security Agreement ("Agreement") is made and
entered into as of March 30, 2001, by and between E-Loan, Inc., a Delaware
corporation ("Company" or "Debtor"), and
Christian Larsen ("Secured Party").

RECITALS

A.	Concurrently with the execution of this Agreement the Company has
executed and delivered to Secured Party its Promissory Note in the principal
amount of $3,000,000, a copy of which is attached hereto as Exhibit A
(the "Promissory Note.).

B.	The Company and Secured Party desire to enter into this Agreement
pursuant to which the Company grants to the Secured Party, a security interest
in the Collateral (as that term is hereinafter defined).

TERMS AND CONDITIONS

NOW, THEREFORE, the parties hereto agree as follows:

1. Definitions
2. Specific Terms
3. All Contracts, chattel paper, electronic chattel paper, lease agreements,
conditional and installment sales contracts, other instruments or documents
(which shall include any and all certificates of title and other such security
instruments), evidencing both a debt and security interest in motor
vehicles;
4. All equipment, computer hardware and software, fixtures, securities,
customer lists and other goods wherever located, now owned or hereafter acquired
by Debtor, and any and all present and future tax refunds of any kind whatsoever
to which Debtor is now or shall hereafter become entitled;
5. All of Debtors Books; and
6. All proceeds and products, whether tangible or intangible, of any of the
foregoing, including proceeds of insurance covering any or all of the
Collateral, and any and all accounts, general intangibles, negotiable
collateral, money, deposit accounts, or other tangible or intangible property
resulting form the sale, exchange, collection or other disposition of any of the
foregoing, or any portion thereof or interest therein, and the proceeds
thereof.
PROVIDED, HOWEVER, that the Collateral set forth in items (c) and (d) shall not
in any event include property included in the "Collateral" described in the
Warehouse Credit Agreement dated as of June 24, 1998, as amended, among Cooper
River Funding Inc., GE Capital Mortgage Services, Inc. and Borrower, or the
property included in the "Collateral" described in the Master Loan and Security
Agreement dated as of May 20, 1999 between Greenwich Capital Mortgage Services,
Inc. and Borrower.
7. Other Definitional Provisions
8. All capitalized terms not otherwise defined in this Agreement shall have the
same meanings as defined in the Purchase Agreement or the Promissory Note or the
Code.
9. The words "hereof" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section, subsection,
schedule and exhibit references are to this Agreement unless otherwise
specified.
10. Attachment of Security Interest
11. Subordination of Security Interest
12. Disposition of Collateral
13. Affirmative Covenants of Debtor
14. Corporate Existence, Etc.
15. Insurance
16. Inspection
17. Compliance with Laws, Etc.
18. Notice of Default under Senior Indebtedness
19. Attachment of Collateral; Litigation
20. Consents and Approvals
21. Remedies in Favor of Secured Parties
22. Statutory Rights
23. Notice to Account Debtors
24. Remedies Cumulative
25. Financing Statement
26. Waiver of Demand, Etc.
27. Indemnification
28. Notices
29. Severability
30. Attorneys' Fees and Litigation Costs
31. Governing Law
32. Captions
33. Counterparts
34. Entire Agreement; Amendment