STRATEGIC ALLIANCE AGREEMENT

This Strategic Alliance Agreement ("Agreement") is enteredinto as of September 29, 1999 ("Effective Date") between Greenpoint MortgageFunding, Inc., a New York corporation having an office at 900 Larkspur LandingCircle, Larkspur, California 94939 ("GREENPOINT MORTGAGE FUNDING INC") andE-LOAN, Inc., a Delaware corporation having an office at 5875 Arnold Road,Dublin, CA 94568 ("E-LOAN") (the "Parties").

	WHEREAS, GREENPOINT MORTGAGE FUNDING INC is engaged inproviding mortgage services that include counseling, processing, origination,and funding home equity loans secured by residential properties located in theUnited States; and

	WHEREAS, E-LOAN provides certain services includingmortgage and related services to consumers on the Internet, via E-LOAN's Websitecurrently atwww.eloan.com (the "E-LOAN Website"), providing visitors to the E-LOAN Website with a variety ofmortgage loan options, credit calculators and other interactive tools, anddisplaying competitive products in the market for various types of loans; and
	WHEREAS, GREENPOINT MORTGAGE FUNDING INC and E-LOAN wishto develop a Strategic Alliance ("Alliance") with GREENPOINT MORTGAGE FUNDINGINC for the purpose of which will be to market GREENPOINT MORTGAGE FUNDING INC'sHome Equity loan products to visitors of E-LOAN's web site.

	NOW, THEREFORE, in consideration of the mutual promisescontained herein, the Parties hereby agree as follows:

1. 	The Alliance.

E-LOAN shall market GREENPOINT MORTGAGE FUNDING INC'svarious home equity programs and products to Internet users.  The Alliance shallinclude a comprehensive marketing plan designed, executed, and paid for by E-LOAN, that will attract visitors to E-LOAN's web site ("Customers")for the purpose of obtaining home equity loans from GREENPOINT MORTGAGE FUNDINGINC and other second mortgage companies.  In addition, E-LOAN will adviseCustomers regarding the various mortgage programs and products that GREENPOINTMORTGAGE FUNDING INC offers and match Customers with specific GREENPOINTMORTGAGE FUNDING INC mortgage products.  E-LOAN will then engage Customers inon-line pre-qualification interviews and help Customers complete an on-linepreliminary application form for GREENPOINT MORTGAGE FUNDING INC mortgageproducts.  As part of the Program, E-LOAN will transfer all completedpreliminary applications to GREENPOINT MORTGAGE FUNDING INC for furtherprocessing.

E-LOAN will develop a program that will offer itsCustomers that close a loan during the term of this Agreement the option to becontacted by GREENPOINT MORTGAGE FUNDING INC regarding home equity loanprograms.  E-LOAN will be responsible for contacting its Customers about thisoffer and forwarding to GREENPOINT MORTGAGE FUNDING INC its Customers who wishto be contacted by GREENPOINT MORTGAGE FUNDING INC.  GREENPOINT MORTGAGE FUNDINGINC will be responsible for contacting E-LOAN's Customers, who have agreed to becontacted and counsel those Customers about GREENPOINT MORTGAGE FUNDING INC'svarious home equity loan programs. GREENPOINT MORTGAGE FUNDING INC will be theexclusive partner of E-LOAN for this program.

E-LOAN will develop and execute a Direct Mail MarketingProgram ("Direct Mail Marketing Program") that will target previousCustomer's of E-LOAN, via e-mail, and offer those Customer's GREENPOINT MORTGAGEFUNDING INC home equity loan products.  E-LOAN will have creative control overthis Program and will execute the Direct Mail Marketing Program no later thanSeptember 29, 1999.  For the fee set forth in Section 2 (b), E-LOAN will send noless than 2,800 e-mails to its Customers and all responses will be automaticallytransmitted to GREENPOINT MORTGAGE FUNDING INC for follow-up.

E-LOAN will send a minimum of [*] qualified home equityloan leads ("Minimum Guarantee") to GREENPOINT MORTGAGE FUNDING INCduring the term of this Agreement.  In the event that E-LOAN does not deliverthe Minimum Guarantee to GREENPOINT MORTGAGE FUNDING INC, E-LOAN will extend theterm of this Agreement until the Minimum Guarantee is met, but for no more thansix months.  In the event that E-LOAN exceeds the Minimum Guarantee during theterm of this Agreement, the Agreement will be automatically terminated unlessboth parties mutually agree to extend this Agreement.  E-LOAN estimates that itwill send 4,800 qualified leads to GREENPOINT MORTGAGE FUNDING INC in the firstyear of this Agreement and 9,600 qualified leads in the second year of thisAgreement.

Although E-LOAN shall market GREENPOINT MORTGAGE FUNDINGINC to its Customers as required by the Program: (i) E-LOAN shall not berequired to, and shall not, endorse GREENPOINT MORTGAGE FUNDING INC, in anycommunications under the Alliance that are targeted to Customers; (ii) E-LOANshall not be required to recommend GREENPOINT MORTGAGE FUNDING INC as a homeequity loan provider and (iii) E-LOAN shall not be required to, and shall not aspart of the Alliance, provide advice, counseling or assistance to Customers inconnection with any particular home equity loan, for which they have applied toGREENPOINT MORTGAGE FUNDING INC.

 

Compensation
.  

Beginning the Effective Date, GREENPOINT MORTGAGE FUNDINGINC shall pay a fee to E-Loan ("Set-Up Fee") for the creation and costs incurredto launch the Sections 1(a) and 1(b) of the Alliance.  The amount of the Set-UpFee shall be [*].  The Set-Up Fee is a one-time, non-refundable fee payable toE-LOAN no more than thirty (30) days following the Effective Date of thisAgreement.

Beginning the Effective Date, GREENPOINT MORTGAGE FUNDINGINC shall pay a fee to E-LOAN ("Direct Mail Marketing Fee") for thecreation and execution of the Direct Mail Program described in Section 1 (c) ofthis Agreement.  The amount of the Direct Mail Marketing Fee shall be [*] and isand payable thirty days after the execution and completion of the Direct MailProgram.

Beginning the Effective Date, GREENPOINT MORTGAGE FUNDINGINC shall pay a fee to E-Loan ("Quarterly Maintenance Fee") for the costsincurred to maintain the Alliance.  The amount of the Quarterly Maintenance Feeshall be [*].  

Beginning the Effective Date, GREENPOINT MORTGAGE FUNDINGINC shall pay a fee to E-LOAN ("Quarterly Marketing Fee") for the marketingprovided under the Alliance.  The amount of the Quarterly Marketing Fee shall be[*] per quarter for the first year of this Agreement and [*] per quarter for thesecond year of this Agreement. Should E-LOAN deliver the Minimum Guarantee priorto the end of the term of this Agreement, all Quarterly Fees contained in thisAgreement shall be due and payable to E-LOAN within thirty (30) days of suchevent. 

All Quarterly Marketing Fees and Quarterly MaintenanceFees shall be paid within thirty (30) days following the end of each quarter.The Parties each acknowledge and agree that the these fees reflects thereasonable and fair market value of the goods and services to be provided by E-LOAN under the Alliance, without regard to the value or volume of home equityloans that may be attributable to the Alliance.  

Compensationunder this Agreement will be subject to change by mutual agreement of theparties, to the extent necessary to comply with federal and state laws andregulations, including the Real Estate Settlement Procedures Act (RESPA).  If,in the reasonable discretion of either party, the compensation arrangements failto comply with any applicable law, or either party is advised by counsel or aregulatory body with jurisdiction over its activities to terminate or modify theAgreement or compensation arrangements to achieve compliance, the other partyshall cooperate to the extent necessary to achieve compliance, including, butnot limited to executing any appropriate amendments to the Agreement.

If anyregulatory authority with jurisdiction over the parties determines that thecompensation paid in consideration of the activities conducted hereunderviolates or would violate any applicable law or rule, the parties agree thatappropriate adjustments (including retroactive adjustments) will be made tovitiate the effect of such violation.

Term and Termination.  

Initial and Renewal terms
.  The term of thisAgreement shall be for a period of [*] years commencing on its Effective Dateunless earlier terminated in accordance with the provisions of thisAgreement.

Events of Default
.  Notwithstanding anything tothe contrary in this Agreement, either party may terminate this Agreement at anytime, in the following situations ("Events of Default"):

(1)	a material breach of this Agreement by the other party which remainsuncured after thirty (30) days' written notice thereof; 

 (2)	a party makes a general assignment for the benefit of creditors, orfiles a voluntary petition in bankruptcy or for reorganization or arrangementunder the bankruptcy laws, or a petition in bankruptcy is filed against a partyand is not dismissed within sixty (60) days after filing, or a receiver ortrustee is appointed for all or any part of the property or assets of aparty.

(c)	Rights and Obligations Following Termination.Upon termination of this Agreement, as provided herein: (i) GREENPOINT MORTGAGEFUNDING INC shall continue to process, in due course, any home equity loanapplications submitted by E-LOAN's customers prior to termination of thisAgreement and (ii) GREENPOINT MORTGAGE FUNDING INC's obligation to pay any thendue Quarterly Marketing Fee will be prorated as of the date of termination.  Inaddition, Sections 5 through 9 and 11 through 21 will survive termination ofthis Agreement for any reason.

Preferred Provider
.  GREENPOINT MORTGAGE FUNDINGINC shall be the preferred provider of E-LOAN for home equity lines of credit.

Reporting
.  Within fifteen (15) days after thelast day of each calendar month, GREENPOINT MORTGAGE FUNDING INC will provide E-LOAN with a monthly report containing the amount of approved, closed anddeclined loans sent by E-LOAN to GREENPOINT MORTGAGE FUNDING INC.  In addition,GREENPOINT MORTGAGE FUNDING INC will provide E-LOAN with a report of fundedloans that will include the volume of loans funded and the number of closedloans. 

Relationship
.  The relationship between GREENPOINTMORTGAGE FUNDING INC and E-LOAN shall be that of independent contractors andneither party shall be or represent itself to be an agent, employee, partner orjoint venture of the other, nor shall either party have or represent itself tohave any power or authority to act for, bind or commit the other.

Severability.
  If any provision of this Agreementshould be invalid, illegal or in conflict with any applicable state or federallaw or regulation, such law or regulation shall control, to the extent of suchconflict, without affecting the remaining provisions of this Agreement.  ThisAgreement shall be deemed to be severable and, if any provision is determined tobe void or unenforceable, than that provision will be deemed severed and theremainder of the Agreement will remain in effect.

Representations and Warranties
.

GREENPOINT MORTGAGE FUNDING INC's Authority/LegalActions
.  GREENPOINT MORTGAGE FUNDING INC is a corporation duly organized,validly existing and in good standing under the laws of the State of New Yorkwith full corporate power and authority to transact any and all businesscontemplated 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 ofthis Agreement are not prohibited or restricted by any government agency.  Thereis no claim, action, suit, proceeding or investigation pending or, to the bestof GREENPOINT MORTGAGE FUNDING INC's knowledge, threatened against it or againstany of it s principal officers, directors or key employees, which, either in anyone instance or in the aggregate, may result in and adverse change in thebusiness, operations, financial condition, properties or assets of GREENPOINTMORTGAGE FUNDING INC, or in any impairment of the right or ability of GREENPOINTMORTGAGE FUNDING INC to carry on its business substantially as now conductedthrough its existing management group, or in any material liability on the partyof GREENPOINT MORTGAGE FUNDING INC, or which would draw into question thevalidity of this Agreement.  The GREENPOINT MORTGAGE FUNDING INC Marks (asdefined below) licensed hereunder, do not and will not infringe on the patent,copyright, trademark, trade name or other proprietary right of any thirdparty.

E-LOAN's Authority/Legal Actions
.  E-LOAN is acorporation duly organized, validly existing and in good standing under the lawsof the State of Delaware with full corporate power and authority to transact anyand all business contemplated by this Agreement and it possesses all requisiteauthority, power, license, permits and franchises to conduct its business aspresently conducted.  Its execution, delivery and compliance with itsobligations under the terms of this Agreement are not prohibited or restrictedby any government agency.  There is no claim, action, suit, proceeding orinvestigation pending or, to the best of E-LOAN's knowledge, threatened againstit or against any of it s principal officers, directors or key employees, which,either in any one instance or in the aggregate, may result in and adverse changein the business, operations, financial condition, properties or assets of E-LOAN, or in any impairment of the right or ability of E-LOAN to carry on itsbusiness substantially as now conducted through its existing management group,or in any material liability on the party of E-LOAN, or which would draw intoquestion the validity of this Agreement.  The information and content on the E-LOAN Website (other than information supplied by GREENPOINT MORTGAGE FUNDINGINC), and the E-LOAN Marks (as defined below) licensed hereunder, do not andwill not infringe on the patent, copyright, trademark, trade name or otherproprietary right of any third party.

E-LOAN's Compliance
. E-LOAN web site format,information, content and the marketing and use thereof by E-LOAN shall be infull compliance with all applicable federal and state laws and this Agreement.E-LOAN has obtained, or will have obtained in connection with the transactionscontemplated by this Agreement, all necessary federal and state approvals inconnection with operation and ownership of its web site and the content thereofand will make the necessary changes to its website to reflect this Agreement andinsure accurate representation.. The Privacy notices and Privacy Policies of E-LOAN's web site shall be consistent with the Federal Trade Commission'sprocedure or rules, and comply with acceptable trade practices.

Execution/Conflict with Existing Laws orContracts
.  The parties have taken all necessary action to authorize theirrespective execution, delivery and performance of this Agreement.  The executionand delivery of this Agreement and the performance of the obligations of therespective parties hereunder will not (i) conflict with or violate theCertificate of Incorporation or By-laws of either party, or any provision of anylaw or regulation or any decree, demand or order to which either part issubject, 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 adefault) under any of the terms, conditions or provisions of any agreement orinstrument to which either party is a party or by which it is bound, or anyorder or decree applicable to either party, or result in the creation orimposition of any lien on any of their assets or property.

Indemnification/Hold Harmless
.

GREENPOINT MORTGAGE FUNDING INC 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, whichE-LOAN, its affiliates, directors, officers, agents or employees may sustain dueto or arising out of any misrepresentation, negligent act or omission byGREENPOINT MORTGAGE FUNDING INC, its affiliates, officers, agents,representatives or employees or out of any act by GREENPOINT MORTGAGE FUNDINGINC, its affiliates, officers, agents, representatives or employees in violationof 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 resultedfrom E-LOAN's negligent act or omission that is attributable to a breach by E-LOAN of any of its representations, warranties or obligations under thisAgreement, or (b) the amount by which any cost, fee, expense or loss associatedwith any of the foregoing were increased as a result of an act or omission onthe part of E-LOAN.  As a condition of the foregoing indemnity obligation, E-LOAN agrees to give GREENPOINT MORTGAGE FUNDING INC reasonably prompt notice ofany third party claim which may be indemnified, cooperation and, at GREENPOINTMORTGAGE FUNDING INC's sole cost and expense, sole control of the defense andsettlement of such claim.  This provision shall survive termination of theAgreement.

E-LOAN agrees to indemnify, defend and hold GREENPOINTMORTGAGE FUNDING INC harmless from and against any and all claims, suits,actions, liability, losses, expenses or damages which may hereafter arise, whichGREENPOINT MORTGAGE FUNDING INC, its affiliates, directors, officers, agents oremployees may sustain due to or arising out of any misrepresentation, negligentact or omission by E-LOAN, its affiliates, officers, agents, representatives oremployees or out of any act by E-LOAN, its affiliates, officers, agents,representatives or employees in violation of this Agreement or in violation ofany applicable law or regulation.  Provided, however, the above indemnificationshall 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 GREENPOINTMORTGAGE FUNDING INC or that is attributable to a breach by GREENPOINT MORTGAGEFUNDING INC of any of its representations, warranties or obligations pursuant tothis Agreement, or (b) the amount by which any cost, fee, expense or lossassociated with any of the foregoing were increased as a result of an act oromission on the part of GREENPOINT MORTGAGE FUNDING INC. As a condition of theforegoing indemnity obligation, GREENPOINT MORTGAGE FUNDING INC agrees to giveE-LOAN reasonably prompt notice of any third party claim which may beindemnified, cooperation and, at E-LOAN's sole cost and expense, sole control ofthe defense and settlement of such claim.  This provision shall survivetermination of the Agreement.

Notice of Claims
.  Each party shall promptlynotify the other in writing of any and all litigation or claims in connectionpertaining to the subject matter of this Agreement as to which indemnificationis or is expected to be sought from the other party.  When a claim forindemnification against loss is made or expected to be made, the indemnifyingparty shall control the defense of the claim of loss and/or settlement,provided, however, that no final settlement of any action or claim as to whichthere is an obligation of indemnification may be made without the consent of theindemnitee.

Capitalized Terms
.  Capitalized terms used hereinshall have the meanings set forth herein.

Trademark Licenses
.

During the Term and subject to this Agreement, E-LOANhereby grants to GREENPOINT MORTGAGE FUNDING INC a non-exclusive, royalty-free,worldwide license to reproduce, display, distribute, create derivative worksfrom, publicly perform, publicly and digitally perform E-LOAN's Marks (asdefined below) in connection with links to or from or in conjunction withGREENPOINT MORTGAGE FUNDING INC's Web site. As used herein, E-LOAN's Marks areE-LOAN, ELOAN, E-TRACK, E-LOAN LTD., and E-LOAN.com.  GREENPOINT MORTGAGEFUNDING INC may not use the E-LOAN Marks, including its service marks, tradenames, logos, or other commercial or product designation for any other purposewhatsoever without the prior written consent of E-LOAN.

During the Term and subject to this Agreement, GREENPOINTMORTGAGE FUNDING INC hereby grants to E-LOAN a non-exclusive, royalty-free,worldwide license to reproduce, display, distribute, create derivative works of,publicly perform, publicly and digitally perform GREENPOINT MORTGAGE FUNDINGINC's Marks (as defined below) in connection with links to or from or inconjunction with the E-LOAN Web site and in any presentations materials, bothpublic and private, used by E-LOAN.  As used herein, the GREENPOINT MORTGAGEFUNDING INC Marks are GREENPOINT MORTGAGE FUNDING INC and GPFC. E-LOAN may notuse the GREENPOINT MORTGAGE FUNDING INC Marks, including GREENPOINT MORTGAGEFUNDING INC's service marks, trade names, logos, or other commercial or productdesignation for any other purpose whatsoever without the prior written consentof GREENPOINT MORTGAGE FUNDING INC.

Confidential Information
.  Each party recognizesthat during the term of this Agreement, its   directors, officers, employees andauthorized representatives such as attorneys and accountants, may obtainknowledge of trade secrets, customer lists, membership lists and otherconfidential information of the other party which is valuable, proprietary,special or unique to the continued business of that party, which information isinitially delivered in written form including electronic form or is summarizedand delivered in writing within thirty (30) days after initial delivery in non-written form, and which writing is marked "Confidential" or in asimilar nature to indicate its nonpublic and proprietary nature("Confidential Information").  However, Confidential Information doesnot include information that is or (i) becomes available to the general publicother than through a breach by the recipient party, (ii) already known to therecipient party as of the time of communication to the recipient party, (iii)developed by the recipient party independently of and without reference toinformation communicated by the other party, or (iv) rightfully received by therecipient party from a third party which third party is not under a legal dutyof confidentiality with respect to such information.  Accordingly, each party asa recipient of the other's Confidential Information agrees to hold theConfidential Information of the communicating party and the terms and conditionsof this Agreement in confidence and to use diligent efforts to ensure that thecommunicating party's Confidential Information the terms hereof are held inconfidence by it officers, directors, employees, representatives and others overwhom it exercises control.  Upon discovering any unauthorized disclosure of thecommunicating party's Confidential Information or the terms of this Agreement,the recipient party will use diligent efforts to recover such information and toprevent its further disclosure to additional third parties.  The recipient partywill promptly notify the communicating party in writing of any such authorizeddisclosure of the communicating party's Confidential Information by therecipient party or its personnel.  The parties' obligations under this paragraphwill survive for a period of three (3) years following the expiration or earliertermination of this Agreement.

Privacy
.  GREENPOINT MORTGAGE FUNDING INC agreesthat its privacy policy applicable to this Agreement are at least as stringentas E-LOAN's privacy policy, as may change from time to time.  GREENPOINTMORTGAGE FUNDING INC further agrees to cooperate with E-LOAN, or its third partycontractors, in reviewing and auditing E-LOAN's privacy policy.

Press Releases
.  Within thirty (30) days of theEffective Date, a joint  press release will be issued announcing therelationship created by this Agreement, subject to the prior review and approvalof the other party. Except as set forth in this Agreement, E-LOAN or GREENPOINTMORTGAGE FUNDING INC shall not issue or permit the issuance of any press releaseor publicity regarding, or grant any interview, or make any public statementswhatsoever concerning, this Agreement without prior coordination with andwritten approval from the other party, which approval may be granted or withheldfor any reason.  Notwithstanding the foregoing, either party may make suchpublic disclosure as its legal counsel in good faith deems required byapplicable law or any listing organization concerning its publicly tradedsecurities, in which case the disclosing party will give the other partyreasonable advance notice of such disclosure. Notwithstanding the foregoing,Content Partner shall not state or imply, in advertisements, writings, orotherwise, that E-LOAN endorse GREENPOINT MORTGAGE FUNDING INC's products orservices or any other product or service.

Notices
.  All notices required or permitted bythis Agreement shall be in writing and shall be given by certified mail, returnreceipt requested or by reputable overnight courier with package tracingcapability and shall be sent to the address at the head of this Agreement orsuch other address that a party specifies in writing in accordance with thissection.

Disclaimer Concerning Tax Effects
.  Neither party tothis Agreement makes any representation or warranty to the other regarding theeffect that this Agreement and the consummation of the transactions contemplatedhereby may have upon the foreign, federal, state or local tax liability of theother.

Disclaimer of Warranties
.  Both parties provideall service hereunder "AS IS" and without any warranty of any kind.Neither E-LOAN nor GREENPOINT MORTGAGE FUNDING INC guarantees continuous oruninterrupted display or distribution of any links contemplated hereunder, orcontinuous or uninterrupted operation of their respective Websites.  In theevent of interruption of display or distribution of E-LOAN's or GREENPOINTMORTGAGE FUNDING INC's links or the parties' Websites (or any portion thereof0,the parties' sole obligation to each other shall be to restore service as soonas practical.  In no event will either party be liable for consequential,punitive, special or indirect damages in connection with this Agreement or theobligations contemplated hereby even if they are advised of the possibility ofsuch damages.  

Amendments
.  The terms and conditions of thisAgreement may not be modified or amended other than by a writing signed by bothparties.

Assignment/Binding Nature
. Neither party mayassign, voluntarily, by operation of law, or otherwise, any rights, or delegateany duties under this Agreement to any party that is not an affiliate of itselfas 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 orobligations arising hereunder to the surviving entity in a merger, acquisition,reorganization or consolidation in which it participates, or to a purchaser ofsubstantially all of its assets; providing that the assigning party will givereasonable written notice to the non-assigning party in advance of such merger,acquisition or other assignment and that the surviving entity is not acompetitor to the non-assigning party.  E-LOAN acknowledges and approves pgGREENPOINT MORTGAGE FUNDING INC's imminent assignment of this Agreement toGreenpoint Mortgage, Inc..  Subject to the foregoing, this Agreement shall bebinding upon and shall inure to the benefit of the successors and assigns of theparties.

Entire Agreement
.  This Agreement and any Exhibitsattached hereto constitute the entire Agreement between the Parties andsupersede all oral and written negotiations of the Parties with respect to thesubject matter hereof.

Limitation of Liability
.  EXCEPT FOR THE PARTIES'RESPECTIVE OBLIGATIONS UNDER SECTIONS 8 AND 11 HEREOF, IN NO EVENT WILL EITHERPARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL INCIDENTAL, INDIRECT ORCONSEQUENTIAL DAMAGES,WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDINGNEGLIGENCE) OR OTHERWISE, (AND) WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES.

Governing Law
. This Agreement shall be subject to andconstrued under the laws of the State of California, without giving effect toits conflicts of laws principles.  Both parties agree to submit to jurisdictionin California, and further agree that any cause of action arising under thisAgreement may be brought in a court in Santa Clara County,California.

 

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

 

E-LOAN, Inc.		Headlands Mortgage Company

 

By:  		By:  	
Name:   Steven Majerus			Name:  	
Title:  Vice President	Title  	
 
[*] Confidential treatment requested.