Exhibit 4.2

E-LOAN, INC.

PROMISSORY NOTE

|$3,000,000         | March 31, 2001
|------------------ | --------------
|Dublin, California |               

E-LOAN, INC., a Delaware corporation (the "Company"), the principal
office of which is located at 5875 Arnold Road, Suite 100, Dublin, California
94568, for value received hereby promises to pay to Christian Larsen (the
"Lender"), or his registered assigns, on or before April15, 2001 (the
"Maturity Date"), the principal sum of Six Million Dollars
($3,000,000.00). All unpaid amounts of principal and interest shall be due and
payable in full on the Maturity Date.

The Company also promises to pay interest on the unpaid principal amount
hereof from the date hereof until paid at the rate of eight percent (8%) per
annum. Notwithstanding the preceding, in the event that this Promissory Note is
not repaid on or before the Maturity Date, interest on this Promissory Note
shall continue to accrue and be added to the unpaid principal at the rate of
fifteen percent (15%) per annum compounded weekly. Notwithstanding anything to
the contrary contained elsewhere in this Promissory Note, the Company and Lender
agree that in no event shall the interest paid or payable under this note exceed
the maximum non-usurious interest rate (the "Maximum Rate") that at any time or
from time to time may be contracted for, taken, reserved, charged or received
for money loaned under the laws of the State of California. If, in any period,
the interest rate, absent any limitation in this Promissory Note, would exceed
the Maximum Rate, then the interest rate for that period shall be the Maximum
Rate, and, if in future periods, that interest rate would otherwise be less than
the Maximum Rate, then that interest rate shall remain at the Maximum Rate until
such time as the amount of interest paid hereunder equals the amount of interest
which would have been paid if the same had not been limited by the Maximum Rate.
Any payment by the Company will in any event be applied first to accrued and
unpaid interest and then to principal.

All payments of principal and interest in respect of this Promissory Note
shall be made in lawful money of the United States of America to Lender at 5875
Arnold Road, Suite 100, Dublin, California 94568, or such other place as shall
be designated in writing for such purpose.

The principal amount, together with all accrued interest thereon, of this
Promissory Note may be prepaid at any time or from time to time without penalty.
The Company hereby covenants and agrees that 100% of the net proceeds obtained
by the Company from the sale and issuance of its capital stock or secured or
unsecured notes to Lender shall be applied against the principal and interest
due on this Promissory Note until such principal and interest is paid in
full.

The obligations of the Company pursuant to this Promissory Note are secured
pursuant to a Security Agreement between the Company and Lender dated as of
March 31, 2001. The obligations of the Company under this Promissory Note and
the rights the Lender to receive payments hereunder are subordinated to the
obligations that the Company has to Bank One, NA under the terms of that certain
Loan Agreement dated as of April 2, 2001 (the "Loan Agreement"). The Lender may
receive payments under this Promissory Note so long as there has been no event
of default under the Loan Agreement, and so long as such payments would not
cause an event of default under the Loan Agreement at the time of such payment.
The obligations of the Company under this Promissory Note are secured by a lien
against certain of the Company's assets, and such lien is and shall remain
junior in priority to the lien in favor of Bank One NA as provided under the
Loan Agreement. Upon an event of default under the Loan Agreement, the Lender
shall receive no payments under this Promissory Note unless and until the
obligations under the Loan Agreement are indefeasibly paid in full or the
default is waived or otherwise cured. Notwithstanding any provision of this
paragraph, a failure by the Company to repay this Promissory Note in full on or
before the Maturity Date shall be deemed to be a default under this Promissory
Note and nothing contained in this paragraph shall impair, as between the
Company and the Lender, the obligation of the Company to pay the Lender the
principal hereof and interest hereon as and when the same becomes due and
payable, or shall prevent the Lender from exercising all rights, power and
remedies otherwise provided herein or by applicable law. In the event that this
Promissory Note may be paid in part without creating a default under the Loan
Agreement, this Promissory Note shall be paid to the maximum amount that woud
not result in a default under the Promissory Note.

This Promissory Note is being executed concurrently with a Promissory Note
executed by the Company payable to The Charles Schwab Corporation (the "Schwab
Note). No repayment shall occur on the Schwab Note unless a proportional amount
of this Promissory Note (such proportion being based on the amounts outstanding
under this Promissory Note and the Larsen Note) is concurrently repaid.

The Company promises to pay all reasonable costs and expenses, including
reasonable attorneys' fees, incurred in the collection and enforcement of this
Promissory Note. The Company hereby consents to renewals and extensions of time
at or after the Maturity Date hereof, without notice. The Company for itself and
its legal successors and assigns, hereby waives diligence, presentment, protest,
dishonor, notice of dishonor, demand and notice of every kind.

No extension of time for payment of any amount owing hereunder shall affect
the liability of the Company or any person or entity, now or at any time
hereafter, liable for payment of the indebtedness evidenced hereby. No delay by
the Company, including any delay because of a default under the Loan Agreement,
or the Lender hereof in exercising any power or right hereunder shall operate as
a waiver of any power or right hereunder. No waiver or modification of the terms
of this Promissory Note shall be valid unless in writing and signed by the
Lender.

This Promissory Note shall be deemed made and delivered under, and shall
be governed by, the internal laws of the State of California in all
respects.

The Company agrees that it will not enter into the Loan Agreement until
it receives from Bank One NA a written waiver waiving the Company's entering
into of this Promissory Note and the repayment of the Promissory Note in
accordance with the terms of this Promissory Note.

IN WITNESS WHEREOF, the Company has caused this Promissory Note to be
executed and delivered by its duly authorized officers, as of the date and place
first above written.

E-LOAN, INC., a Delaware corporation

By 	/s/ Joseph J. Kennedy

Joseph J. Kennedy

President

By 	/s/ Matt Roberts

CFO

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