E-LOAN, INC.

RESTATED INVESTOR RIGHTS AGREEMENT 

This Restated Investor Rights Agreement (the "Agreement") iseffective as of August 20, 1999 by and among E-Loan, Inc. (the "Company")and the investors listed on Schedule A attached hereto (the "Investors").  ThisAgreement amends and restates the Investor Rights Agreement dated as of May 13,1999 (the "Prior Agreement").

The Prior Agreement is hereby terminated in its entirety and restated herein.Such termination and restatement is effective upon the execution of thisAgreement by the holders of at least a majority of the shares of RegistrableSecurities (as the term is defined under the Prior Agreement) outstanding as ofthe date of this Agreement.  

RECITALS

A.	Pursuant to that certain Series C Preferred Stock PurchaseAgreement dated December 18, 1997 (the "Series C Agreement"), the Company agreedto sell to certain Investors (the "Series C Holders") a total of  4,069,936shares of the Series C Preferred Stock of the Company and, as an inducement forthe Series C Holders to purchase such shares, the Company agreed to grantcertain rights to the Series C Holders.

B.	Pursuant to that certain Series C Warrant Agreement dated March 26,1998, (the "Series C Warrant") the Company agreed to issue to certain Investorsa warrant exercisable for a total of 200,000 shares of the Series C PreferredStock and, in connection with the Series C Warrant Agreement, the Company agreedto grant certain rights to the warrant holder.

C.	Pursuant to that certain Series D Preferred Stock Purchase Agreementdated September 4, 1998 (the "Series D Agreement"), the Company agreed to sellto certain Investors (the "Series D Holders") a total of 1,662,529 shares of theSeries D Preferred Stock of the Company and, as an inducement for the Series DHolders to purchase such shares, the Company agreed to enter into thisAgreement. 

D.	Pursuant to a Stock Purchase Warrant dated May 13, 1999 (the "CommonStock Warrant Agreement"), the Company has agreed to issue to certain Investorsa warrant exercisable for a total of 75,000 shares of Common Stock of theCompany and, pursuant to the Common Stock Warrant Agreement, the Company agreedto enter into this Agreement. 

Registration Rights
.
Definitions
.  For purposes of this Section 1:
- The term "register," "registered," and "registration" refer to aregistration effected by preparing and filing a registration statement orsimilar document in compliance with the Act, and the declaration or ordering ofeffectiveness of such registration statement or document;
- The term "Registrable Securities" means (1) the Common Stock issued orissuable upon (i) conversion of the outstanding Series C Preferred Stock soldpursuant to the Series C Agreement dated December 18, 1997 and upon exercise ofthe Series C Warrant; (ii) conversion of the outstanding shares of Series DPreferred Stock sold pursuant to the Series D Agreement dated September 4, 1998;and (iii) exercise of the Common Stock Warrant, and any Common Stock held by theInvestors and any of their affiliates, (2) the Common Stock issued or issuableupon conversion of any Series C-1 Preferred Stock issued or issuable in exchangefor Series C Preferred Stock pursuant to Article IV, Section 3(d) of theCompany's Amended and Restated Articles of Incorporation, and (3) any CommonStock of the Company issued as (or issuable upon the conversion or exercise ofany warrant, right or other security which is issued as) a dividend or otherdistribution with respect to, or in exchange for or in replacement of, suchPreferred Stock or Common Stock, excluding in all cases, however, (i) anyRegistrable Securities sold by a person in a transaction in which such person'srights under this Section 1 are not assigned, or (ii) any RegistrableSecurities sold to or through a broker or dealer or underwriter in a publicdistribution or a public securities transaction;
- The number of shares of "Registrable Securities then outstanding" shall bedetermined by the number of shares of Common Stock outstanding which areissuable pursuant to then exercisable or convertible securities which are,Registrable Securities;
- The term "Holder" means any person owning or having the right to acquireRegistrable Securities or any assignee thereof in accordance withSection 1.13 hereof;
- The term "Form S-3" means such form under the Act as in effect on the datehereof or any registration form under the Act subsequently adopted by theSecurities and Exchange Commission (the "SEC") which permits inclusion orincorporation of substantial information by reference to other documents filedby the Company with the SEC; and
- The term "Act" shall mean the Securities Act of 1933, as amended.
Request for Registration
.
- If the Company shall receive at the earlier of (i) December 31, 2001 or (ii)six (6) months after the effective date of the Company's initial registrationstatement (but not within six (6) months of the effective date of a registrationstatement for a public offering of securities of the Company (other than aregistration statement relating either to the sale of securities to employees ofthe Company pursuant to a stock option, stock purchase or similar plan or a SECRule 145 transaction)), a written request from the Holders of at least 66 2/3%of the Registrable Securities then outstanding (including securities convertibleinto Registrable Securities) that the Company file a registration statementunder the Act covering the registration of Registrable Securities having anaggregate offering price in excess of $1,500,000, then the Company shall, withinten (10) days of the receipt thereof, give written notice of such request to allHolders and shall, subject to the limitations of Section 1.2(b), effect assoon as practicable, and in any event within 90 days of the receipt of suchrequest, the registration under the Act of all Registrable Securities which theHolders request to be registered within twenty (20) days of the mailing of suchwritten notice by the Company; provided, however, that the Company shall not beobligated to take any action to effect any such registration, qualification orcompliance pursuant to this Section 1.2(a):
During the period starting with the date sixty (60) days prior to theCompany's estimated date of filing of, and ending on the date 120 daysimmediately following the effective date of, any registration statementpertaining to securities of the Company (other than a registration of securitiesin a Rule 145 transaction or with respect to an employee benefit plan), providedthat the Company is actively employing in good faith all reasonable efforts tocause such registration statement to become effective;
After the Company has effected two such registrations pursuant to thisSection 1.2(a), and both registrations have been declared or orderedeffective; or
If the Company shall furnish to such Holders a certificate signed by theChairman of the Board of the Company stating that in the good faith judgment ofthe Board of Directors it would be seriously detrimental to the Company or itsshareholders for a registration statement to be filed at such time, then theCompany's obligation to use its best efforts to register, qualify or complyunder this Section 1.2(a) shall be deferred for a period not to exceed 120days from the date of receipt of written request from the Holders; provided,however, that the Company may not utilize this right more than once in anytwelve-month period.

- If the Holders initiating the registration request hereunder (the"Initiating Holders") intend to distribute the Registrable Securities covered bytheir request by means of an underwriting, they shall so advise the Company as apart of their request made pursuant to this Section 1.2 and the Companyshall include such information in the written notice referred to inSection 1.2(a).  In such event, the right of any Holder to include hisRegistrable Securities in such registration shall be conditioned upon suchHolder's participation in such underwriting and the inclusion of such Holder'sRegistrable Securities in the underwriting (unless otherwise mutually agreed bya majority in interest of the Initiating Holders and such Holder) to the extentprovided herein.  All Holders proposing to distribute their securities throughsuch underwriting shall (together with the Company as provided inSection 1.4(e)) enter into an underwriting agreement in customary form withthe underwriter or underwriters selected for such underwriting by a majority ininterest of the Initiating Holders.  Notwithstanding any other provision of thisSection 1.2, if the underwriter advises the Initiating Holders in writingthat marketing factors require a limitation of the number of shares to beunderwritten, then the Initiating Holders shall so advise all Holders ofRegistrable Securities which would otherwise be underwritten pursuant hereto,and the number of shares of Registrable Securities that may be included in theunderwriting shall be allocated among all Holders thereof, including theInitiating Holders, in proportion (as nearly as practicable) to the amount ofRegistrable Securities of the Company owned by each Holder.
Company Registration
.  If (but without any obligation to do so) theCompany proposes to register (including for this purpose a registration effectedby the Company for shareholders other than the Holders) any of its stock orother securities under the Act in connection with the public offering of suchsecurities solely for cash (other than a registration relating solely to thesale of securities to participants in a Company stock plan, the Company shall,at such time, promptly give each Holder written notice of such registration.Upon the written request of each Holder given within twenty (20) days aftermailing of written notice by the Company, the Company shall, subject to theprovisions of Section 1.8, cause to be registered under the Act all of theRegistrable Securities that each such Holder has requested to beregistered.
Obligations of the Company
.  Whenever required under thisSection 1 to effect the registration of any Registrable Securities, theCompany shall, as expeditiously as reasonably possible:
- Prepare and file with the SEC a registration statement with respect to suchRegistrable Securities and use its best efforts to cause such registrationstatement to become effective, and, upon the request of the Holders of amajority of the Registrable Securities registered thereunder, keep suchregistration statement effective for up to one hundred twenty (120) days.
- Prepare and file with the SEC such amendments and supplements to suchregistration statement and the prospectus used in connection with suchregistration statement as may be necessary to comply with the provisions of theAct with respect to the disposition of all securities covered by suchregistration statement.
- Furnish to the Holders such numbers of copies of a prospectus, including apreliminary prospectus, in conformity with the requirements of the Act, and suchother documents as they may reasonably request in order to facilitate thedisposition of Registrable Securities owned by them.
- Use its best efforts to register and qualify the securities covered by suchregistration statement under such other securities or Blue Sky laws of suchjurisdictions as shall be reasonably requested by the Holders, provided that theCompany shall not be required in connection therewith or as a condition theretoto qualify to do business or to file a general consent to service of process inany such states or jurisdictions.
- In the event of any underwritten public offering, enter into and perform itsobligations under an underwriting agreement, in usual and customary form, withthe managing underwriter of such offering.  Each Holder participating in suchunderwriting shall also enter into and perform its obligations under such anagreement provided that such underwriting agreement shall not provide forindemnification or contribution obligations on the part of the holders greaterthan the obligations set forth in Section 1.10(b).
- Notify each Holder of Registrable Securities covered by such registrationstatement at any time when a prospectus relating thereto is required to bedelivered under the Act of the happening of any event as a result of which theprospectus included in such registration statement, as then in effect, includesan untrue statement of a material fact or omits to state a material factrequired to be stated therein or necessary to make the statements therein notmisleading in the light of the circumstances then existing, or otherwise failsto comply with the requirements of the Act and the rules and regulationspromulgated thereunder.  The Company shall, promptly upon the happening of anysuch event, provide each such Holder with revised prospectuses correcting anysuch untrue statement or omission or failure to comply.
- Furnish, at the request of any Holder requesting registration of RegistrableSecurities pursuant to this Section 1, on the date that such RegistrableSecurities are delivered to the underwriters for sale in connection with aregistration pursuant to this Section 1, if such securities are being soldthrough underwriters, or, if such securities are not being sold throughunderwriters, on the date that the registration statement with respect to suchsecurities becomes effective, (i) an opinion, dated such date, of the counselrepresenting the Company for the purposes of such registration, in form andsubstance as is customarily given to underwriters in an underwritten publicoffering, addressed to the underwriters, if any, and to the Holders requestingregistration of Registrable Securities and (ii) if such offering is beingunderwritten, a letter dated such date, from the independent certified publicaccountants of the Company, in form and substance as is customarily given byindependent certified public accountants to underwriters in an underwrittenpublic offering, addressed to the underwriters.
Furnish Information
.  It shall be a condition precedent to theobligations of the Company to take any action pursuant to this Section 1with respect to the Registrable Securities of any selling Holder that suchholder shall furnish to the Company such information regarding itself, theRegistrable Securities held by it, and the intended method of disposition ofsuch securities as shall be required to effect the registration of such Holder'sRegistrable Securities.
Expenses of Demand Registration
.  All expenses other thanunderwriting discounts and commissions incurred in connection with theregistration, filing or qualification pursuant to Section 1.2, includingall registration, filing and qualification fees, printers' and accounting fees,fees and disbursements of counsel for the Company, and the reasonable fees anddisbursements of one counsel for the selling Holders shall be borne by theCompany; provided, however, that the Company shall not be required to pay forany expenses of any registration proceeding begun pursuant to Section 1.2if the registration request is subsequently withdrawn at the request of theHolders of a majority of the Registrable Securities to be registered (in whichcase all Participating Holders shall bear such expenses), unless the Holders ofa majority of the Registrable Securities agree to forfeit their right to ademand registration pursuant to Section 1.2; provided further, however,that if at the time of such withdrawal, the Holders have learned of a materialadverse change in the condition, business, or prospects of the Company from thatknown to the Holders at the time of their request, then the Holders shall not berequired to pay any of such expenses and shall retain their rights pursuant toSection 1.2.
Expenses of Company Registration
.  The Company shall bear and pay allexpenses incurred in connection with any registration, filing or qualificationof Registrable Securities with respect to the registrations pursuant toSection 1.3 for each Holder (which right may be assigned as provided inSection 1.13), including all registration, filing, and qualification fees,printers and accounting fees relating or apportionable thereto and the fees anddisbursements of one counsel for the selling Holders selected by them, butexcluding underwriting discounts and commissions relating to RegistrableSecurities.
Underwriting Requirements
.  In connection with any offering involvingan underwriting of shares being issued by the Company, the Company shall not berequired under Section 1.3 to include any of the Holders' securities insuch underwriting unless they accept the terms of the underwriting as agreedupon between the Company and the underwriters selected by it, and then only insuch quantity as will not, in the opinion of the underwriters, jeopardize thesuccess of the offering by the Company; provided that such underwritingagreement shall not provide for indemnification or contribution obligations onthe part of the Holders greater than the obligations set forth inSection 1.10(b).  If the total amount of securities, including RegistrableSecurities, requested by shareholders to be included in such offering exceedsthe amount of securities sold other than by the Company that the underwritersreasonably believe compatible with the success of the offering, then the Companyshall be required to include in the offering only that number of suchsecurities, including Registrable Securities, which the underwriters believewill not jeopardize the success of the offering (the securities so included tobe apportioned pro rata among the Holders and other shareholders who have beengranted registration rights (the "Additional Holders") by the Company accordingto the total amount of securities owned by each such shareholder for which theCompany has granted registration rights or in such other proportions as shallmutually be agreed to by such selling shareholders, 
provided
,
however
, that in no event shall the Holder's and the Additional Holder'sshares (in the aggregate) be reduced below 25% of the shares sold in anyoffering.  For purposes of apportionment, any selling shareholder which is aHolder of Registrable Securities and which is a partnership or corporation, theaffiliated partnerships, partners, retired partners and shareholders of suchHolder, or the estates and family members of any such partners and retiredpartners and any trusts for the benefit of any of the foregoing persons shall bedeemed to be a single "selling shareholder", and any pro rata reduction withrespect to such "selling shareholder" shall be based upon the aggregate amountof shares carrying registration rights owned by all entities and individualsincluded in such "selling shareholder," as defined in this sentence.
Delay of Registration
.  No Holder shall have any right to obtain orseek an injunction restraining or otherwise delaying any such registration asthe result of any controversy that might arise with respect to theinterpretation or implementation of this Section 1.
Indemnification
.  In the event any Registrable Securities areincluded in a registration statement under this Section 1:
- To the extent permitted by law, the Company will indemnify and hold harmlesseach Holder, any underwriter (as defined in the Act) for such Holder and eachperson, if any, who controls such Holder or underwriter within the meaning ofthe Act or the Securities Exchange Act of 1934, amended (the "1934 Act"),against any losses, claims, damages, or liabilities (joint or several) to whichthey may become subject under the Act, the 1934 Act or other federal or statelaw, insofar as such losses, claims, damages, or liabilities (or actions inrespect thereof) arise out of or are based upon any of the following statements,omissions or violations (collectively a "Violation"): (i) any untrue statementor alleged untrue statement of a material fact contained in such registrationstatement, including any preliminary prospectus or final prospectus containedtherein or any amendments or supplements thereto, (ii) the omission or allegedomission to state therein a material fact required to be stated therein, ornecessary to make the statements therein not misleading, or (iii) any violationor alleged violation by the Company of the Act, the 1934 Act, any statesecurities law or any rule or regulation promulgated under the Act, the 1934 Actor any state securities law; and the Company will pay to each such Holder,underwriter or controlling person, as incurred, any legal or other expensesreasonably incurred by them in connection with investigating or defending anysuch loss, claim, damage, liability, or action; provided, however, that theindemnity agreement contained in this Section 1.10(a) shall not apply toamounts paid in settlement of any such loss, claim, damage, liability, or actionif such settlement is effected without the consent of the Company (which consentshall not be unreasonably withheld), nor shall the Company be liable in any suchcase for any such loss, claim, damage, liability, or action to the extent thatit arises out of or is based upon a Violation which occurs in reliance upon andin conformity with written information furnished expressly for use in connectionwith such registration by any such Holder, underwriter or controllingperson.
- To the extent permitted by law, each selling Holder will indemnify and holdharmless the Company, each of its directors, each of its officers who has signedthe registration statement, each person, if any, who controls the Company withinthe meaning of the Act, any underwriter, any other Holder selling securities insuch registration statement and any controlling person of any such underwriteror other selling Holder, against any losses, claims, damages, or liabilities(joint or several) to which any of the foregoing persons may become subject,under the Act, the 1934 Act or other federal or state law, insofar as suchlosses, claims, damages, or liabilities (or actions in respect thereto) ariseout of or are based upon any Violation, in each case to the extent (and only tothe extent) that such Violation occurs in reliance upon and in conformity withwritten information furnished by such Holder expressly for use in connectionwith such registration; and each such Holder will pay any legal or otherexpenses reasonably incurred by any person intended to be indemnified pursuantto this Section 1.10(b), in connection with investigating or defending anysuch loss, claim, damage, liability, or action; provided, however, that theindemnity agreement contained in this Section 1.10(b) shall not apply toamounts paid in settlement of any such loss, claim, damage, liability or actionif such settlement is effected without the consent of the Holder, which consentshall not be unreasonably withheld; provided, that, in no event shall anyindemnity under this Section 1.10(b) exceed the net proceeds from theoffering received by such Holder.
- Promptly after receipt by an indemnified party under this Section 1.10of notice of the commencement of any action (including any governmental action),such indemnified party will, if a claim in respect thereof is to be made againstany indemnifying party under this Section 1.10, deliver to the indemnifyingparty a written notice of the commencement thereof and the indemnifying partyshall have the right to participate in, and, to the extent the indemnifyingparty so desires, jointly with any other indemnifying party similarly noticed,to assume the defense thereof with counsel mutually satisfactory to the parties;provided, however, that an indemnified party shall have the right to retain itsown counsel, with the fees and expenses to be paid by the indemnifying party, ifrepresentation of such indemnified party by the counsel retained by theindemnifying party would be inappropriate due to actual or potential differinginterests between such indemnified party and any other party represented by suchcounsel in such proceeding.  The failure to deliver written notice to theindemnifying party within a reasonable time of the commencement of any suchaction, if prejudicial to its ability to defend such action, shall relieve suchindemnifying party of any liability to the indemnified party under thisSection 1.10, but the omission to so deliver written notice to theindemnifying party will not relieve it of any liability that it may have to anyindemnified party otherwise than under this Section 1.10.
- If the indemnification provided for in Section 1.10 is held by a courtof competent jurisdiction to be unavailable to an indemnified party with respectto any losses, claims, damages or liabilities referred to herein, theindemnifying party, in lieu of indemnifying such indemnified party thereunder,shall to the extent permitted by applicable law contribute to the amount paid orpayable by such indemnified party as a result of such loss, claim, damage orliability in such proportion as is appropriate to reflect the relative fault ofthe indemnifying party on the one hand and of the indemnified party on the otherin connection with the Violation(s) that resulted in such loss, claim, damage orliability, as well as any other relevant equitable considerations.  The relativefault of the indemnifying party and of the indemnified party shall be determinedby a court of law by reference to, among other things, whether the untrue oralleged untrue statement of a material fact or the omission to state a materialfact relates to information supplied by the indemnifying party or by theindemnified party and the parties' relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission;provided, that in no event shall any contribution by a Holder hereunder exceedthe net proceeds from the offering received by such Holder.
- The obligations of the Company and Holders under this Section 1.10shall survive the completion of any offering of Registrable Securities in aregistration statement under this Section 1, and otherwise.
Reports Under Securities Exchange Act of 1934
.  With a view to makingavailable to the Holders the benefits of Rule 144 promulgated under the Act andany other rule or regulation of the SEC that may at any time permit a Holder tosell securities of the Company to the public without registration or pursuant toa registration on Form S-3, the Company agrees to:
- make and keep public information available, as those terms are understoodand defined in SEC Rule 144, at all times after ninety (90) days after theeffective date of the first registration statement filed by the Company for theoffering of its securities to the general public;
- take such action, including the voluntary registration of its Common Stockunder Section 12 of the 1934 Act, as is necessary to enable the Holders toutilize Form S-3 for the sale of their Registrable Securities, such action to betaken as soon as practicable after the end of the fiscal year in which the firstregistration statement filed by the Company for the offering of its securitiesto the general public is declared effective;
- file with the SEC in a timely manner all reports and other documentsrequired of the Company under the Act and the 1934 Act; and
- furnish to any Holder, so long as the Holder owns any RegistrableSecurities, forthwith upon request (i) a written statement by the Company thatit has complied with the reporting requirements of SEC Rule 144 (at any timeafter ninety (90) days after the effective date of the first registrationstatement filed by the Company), the Act and the 1934 Act (at any time after ithas become subject to such reporting requirements), or that it qualifies as aregistrant whose securities may be resold pursuant to Form S-3 (at any timeafter it so qualifies), (ii) a copy of the most recent annual or quarterlyreport of the Company and such other reports and documents so filed by theCompany, and (iii) such other information as may be reasonably requested inavailing any Holder of any rule or regulation of the SEC which permits theselling of any such securities without registration or pursuant to suchform.
Form S-3 Registration
.
- In case the Company shall receive from any Holder or Holders who hold 20% ofthe Company's Registrable Securities, a written request or requests that theCompany effect a registration on Form S-3 and any related qualification orcompliance with respect to all or a part of the Registrable Securities owned bysuch Holder or Holders, the Company will:
promptly give written notice of the proposed registration, and any relatedqualification or compliance, to all other Holders; and
as soon as practicable, effect such registration and all such qualificationsand compliances as may be so requested and as would permit or facilitate thesale and distribution of all or such portion of such Holder's or Holders'Registrable Securities as are specified in such request, together with all orsuch portion of the Registrable Securities of any other Holder or Holdersjoining in such request as are specified in a written request given within 15days after receipt of such written notice from the Company; provided, however,that the Company shall not be obligated to effect any such registration,qualification or compliance, pursuant to this Section 1.12: (1) if Form S-3is not available for such offering by the Holders; (2) if the Holders, togetherwith the holders of any other securities of the Company entitled to inclusion insuch registration, propose to sell Registrable Securities and such othersecurities (if any) at an aggregate price to the public of less than $1,500,000;(3) if the Company shall furnish to the Holders a certificate signed by theChairman of the Board of the Company stating that in the good faith judgment ofthe Board of Directors of the Company, it would be seriously detrimental to theCompany and its shareholders for such Form S-3 Registration to be effected atsuch time, in which event the Company shall have the right to defer the filingof the Form S-3 registration statement for a period of not more than 120 daysafter receipt of the request of the Holder or Holders under thisSection 1.12; provided, however, that the Company shall not utilize thisright more than once in any twelve (12) month period; or (4) in any particularjurisdiction in which the Company would be required to qualify to do business orto execute a general consent to service of process in effecting suchregistration, qualification or compliance.

- If the Holders initiating the registration request hereunder (the"Initiating Holders") intend to distribute the Registrable Securities covered bytheir request by means of an underwriting, they shall so advise the Company aspart of their request made pursuant to this Section 1.12 and the Companyshall include such information in the written notice referred to inSection 1.12(a)(i).  In such event, the right of any Holder to include hisRegistrable Securities in such registration shall be conditioned upon suchHolder's participation in such underwriting and the inclusion of such Holder'sRegistrable Securities in the underwriting (unless otherwise mutually agreed bya majority in interest of the Initiating Holders and such Holder) to the extentprovided herein.  All Holders proposing to distribute their securities throughsuch underwriting shall (together with the Company as provided inSection 1.4(e)) enter into an underwriting agreement in customary form withthe underwriter or underwriters selected for such underwriting by a majority ininterest of the Initiating Holders.  Notwithstanding any other provision of thisSection 1.12, if the underwriter advises the Initiating Holders in writingthat marketing factors require a limitation of the number of shares to beunderwritten, then the Initiating Holders shall so advise all Holders ofRegistrable Securities which would otherwise be underwritten pursuant hereto,and the number of shares of Registrable Securities that may be included in theunderwriting shall be allocated among all Holders thereof, including theInitiating Holders, in proportion (as nearly as practicable) to the amount ofRegistrable Securities of the Company owned by each Holder.
- Subject to the foregoing, the Company shall file a registration statementcovering the Registrable Securities and other securities so requested to beregistered as soon as practicable after receipt of the request or requests ofthe Holders and use its best efforts to keep such registration statementeffective until the registered shares are sold or for three months, whichevercomes first.  All expenses incurred in connection with a registration requestedpursuant to Section 1.12, including all registration, filing,qualification, printer's and accounting fees and the reasonable fees anddisbursements of one counsel for the selling Holders selected by them, butexcluding any underwriters' discounts or commissions associated with RegistrableSecurities, shall be borne by the Company.  Registrations effected pursuant tothis Section 1.12 shall not be counted as demands for registration orregistrations effected pursuant to Section 1.2 or 1.3,respectively.
Assignment of Registration Rights
.  The rights to cause the Companyto register Registrable Securities pursuant to this Section 1 may beassigned by a Holder to a transferee or assignee who acquires at least 1,500,000shares of Registrable Securities, provided the Company is, within a reasonabletime after such transfer, furnished with written notice of the name and addressof such transferee or assignee and the securities with respect to which suchregistration rights are being assigned; and provided, further, that suchassignment shall be effective only if immediately following such transfer thefurther disposition of such securities by the transferee or assignee isrestricted under the Act.  Notwithstanding the above, such rights may beassigned by a Holder to a limited partner, general partner, affiliatedpartnership, former partner, majority owned subsidiary or other affiliate of anInvestor (the "Transferee") regardless of the number of shares acquired by suchTransferee.  For purposes of determining the number of shares of RegistrableSecurities held by a transferee or assignee, the holdings of transferees andassignees of a partnership who are partners or retired partners of suchpartnership (including spouses and ancestors, lineal descendants and siblings ofsuch partners or spouses who acquire Registrable Securities by gift, will orintestate succession) shall be aggregated together and with the partnership;provided that all assignees, and transferees who would not qualify individuallyfor assignment of registration rights shall have a single attorney-in-fact forthe purpose of exercising any rights, receiving notices or taking any actionunder this Section 1.
Limitations on Subsequent Registration Rights
.  From and after thedate of this Agreement, the Company shall not, without the prior written consentof the Holders of at least a majority of the outstanding Registrable Securities,enter into any agreement with any holder or prospective holder of any securitiesof the Company which would allow such holder or prospective holder to includesuch securities in any registration filed under Section 1.2 hereof, unlessunder the terms of such agreement, such holder or prospective holder may includesuch securities in any such registration only to the extent that the inclusionof his securities will not reduce the amount of the Registrable Securities ofthe Holders which is included.
"Market Stand-Off" Agreement
.  Each holder of securities which are orat one time were Registrable Securities (or which are or were convertible intoRegistrable Securities) hereby agrees that, during a period not to exceed 180days, following the effective date of a registration statement of the Companyfiled under the Act, it shall not, to the extent requested by the Company andsuch underwriter, sell or otherwise transfer or dispose of (other than to adonee who agrees to be similarly bound) any Common Stock of the Company held byit at any time during such period except Common Stock included in suchregistration; provided, however, that:
- such agreement shall be applicable only to the first such registrationstatement of the Company which covers Common Stock (or other securities) to besold on its behalf to the public in an underwritten offering; and
- all officers and directors of the Company enter into similaragreements.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of eachInvestor (and the shares or securities of every other person subject to theforegoing restriction) until the end of such period.
Termination of Registration Rights
.  No shareholder shall be entitledto exercise any right provided for in this Section 1 after the earlier ofseven (7) years following the consummation of the sale of securities pursuant toa registration statement filed by the Company under the Act in connection withthe initial firm commitment underwritten offering of its securities to thegeneral public or when all Registrable Securities can be sold in any three monthperiod under Rule 144.
Information Rights
.
Observer Rights
.  As long as affiliates of Softbank own not less thanfifty percent (50%) of the shares of the Series D Preferred it purchased onSeptember 4, 1998 (or an equivalent amount of Common Stock issued uponconversion thereof), the Company shall invite a representative of Softbank to bean Observer As long as any funds affiliated with Sequoia Capital ("Sequoia")owns not less than fifty percent (50%) of the shares of the Series D Preferredit purchased on September 4, 1998  (or an equivalent amount of Common Stockissued upon conversion thereof), the Company shall invite a representative ofSequoia to be an Observer.  As long as any funds affiliated with TechnologyPartners ("Technology Partners") owns not less than fifty percent (50%) of theshares of the Series C Preferred Stock it purchased on December 18, 1997 (or anequivalent amount of Common Stock or Series C-1 Preferred Stock issued uponconversion thereof), the Company shall invite a representative of TechnologyPartners to be an Observer.  For purposes of this Agreement, an Observer shallattend all meetings of its Board of Directors in a nonvoting observer capacityand, in this respect, shall be given copies of all notices, minutes, consents,and other materials that the Company provides to its directors; provided,however, that the Observer shall agree to hold in confidence and trust and toact in a fiduciary manner with respect to all information so provided; and,provided further, that the Company reserves the right to withhold anyinformation and to exclude the Observer from any meeting or portion thereof ifaccess to such information or attendance at such meeting could adversely affectthe attorney-client privilege between the Company and its counsel or wouldresult in disclosure of trade secrets to the Observer or if Softbank, Sequoia orTechnology Partners, or the Observer is a direct competitor of theCompany.
Miscellaneous Provisions
.
Waivers and Amendments
.  Any term of this Agreement may be amendedand the observance of any term of this Agreement may be waived (either generallyor in a particular instance and either retroactively or prospectively), onlywith the written consent of the Company and the holders of at least a majorityof the shares of Registrable Securities.  Any amendment or waiver effected inaccordance with this Section 3.1 shall be binding upon each person orentity which are granted certain rights under this Agreement and theCompany.
Notices
.  All notices and other communications required or permittedhereunder shall be in writing and, except as otherwise noted herein, shall bedeemed effectively given upon personal delivery, delivery by nationallyrecognized courier or five business days after deposit with the United StatesPost Office (by first class mail, postage prepaid), addressed:  (a) if to theCompany, at 5875 Arnold Road, Dublin, CA  94568 (or at such other address as theCompany shall have furnished to the Investors in writing) attention of Presidentand (b) if to an Investor, at the latest address of such person shown on theCompany's records.
Descriptive Headings
.  The descriptive headings herein have beeninserted for convenience only and shall not be deemed to limit or otherwiseaffect the construction of any provisions hereof.
Governing Law
.  This Agreement shall be governed by and interpretedunder the laws of the State of California as applied to agreements amongCalifornia residents, made and to be performed entirely within the State ofCalifornia.
Counterparts
.  This Agreement may be executed in one or morecounterparts, each of which shall for all purposes be deemed to be an originaland all of which shall constitute the same instrument, but only one of whichneed be produced.
Expenses
.  If any action at law or in equity is necessary to enforceor interpret the terms of this Agreement, the prevailing party shall be entitledto reasonable attorney's fees, costs and necessary disbursements in addition toany other relief to which such party may be entitled.
Successors and Assigns
.  Except as otherwise expressly provided inthis Agreement, this Agreement shall benefit and bind the successors, assigns,heirs, executors and administrators of the parties to this Agreement.
Entire Agreement
.  This Agreement constitutes the full and entireunderstanding and agreement between the parties with regard to the subjectmatter of this Agreement.
Separability; Severability
.  Unless expressly provided in thisAgreement, the rights of each Investor under this Agreement are several rights,not rights jointly held with any other Investors.  Any invalidity, illegality orlimitation on the enforceability of this Agreement with respect to any Investorshall not affect the validity, legality or enforceability of this Agreement withrespect to the other Investors.  If any provision of this Agreement isjudicially determined to be invalid, illegal or unenforceable, the validity,legality and enforceability of the remaining provisions shall not be affected orimpaired.
Stock Splits
.  All references to numbers of shares in this Agreementshall be appropriately adjusted to reflect any stock dividend, split,combination or other recapitalization of shares by the Company occurring afterthe date of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day andyear first set forth above.

COMPANY:
**E-LOAN, INC.**
By:		
Title:	
INVESTORS:
**YAHOO! INC.**
By:		
Title:	**SOFTBANK Holdings, Inc.**
By:		
Title:	**SOFTBANK Technology Ventures IV L.P.**
By:	STV IV LLC

	Its General Partner

By:		**SOFTBANK Technology Advisors Fund L.P.**
By:	STV IV LLC

	Its General Partner

By:		**SEQUOIA CAPITAL**
as nominee for:

Sequoia Capital VIII

Sequoia International Technology Partners VIII

Sequoia International Technology Partners VIII-Q

Sequoia 1997

CMS Partners

By:		
Title:	**BENCHMARK CAPITAL PARTNERS II, L.P.**
By:	BENCHMARK CAPITAL MANAGEMENT CO. II, L.L.C.

Its General Partner

By:		
	Member
**TECHNOLOGY PARTNERS FUND VI, L.P.**
By:	TP Management VI, L.L.C.

By:		
	Ira Ehrenpreis, Managing Member
**TECHNOLOGY PARTNERS FUND V, L.P.**
By:TPW Management V, L.P.

By:		
	Ira Ehrenpreis, General Partner
**E*TRADE Group, Inc.**
By:		
Title:	**GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.**
By:		
Title:	**EXHIBIT A**
LIST OF INVESTORS

**Name**Number of Shares**Series
Yahoo! Inc.
323,869
Series D
Softbank Holdings, Inc.
388,643
Series D
Softbank Technology Ventures IV, L.P.
380,402
Series D
Softbank Technology Advisors Fund, L.P.
8,241
Series D
Sequoia Capital VIII
352,227
Series D
Sequoia International Technology Partners VIII
4,469
Series D
Sequoia International Technology Partners VIII-Q
23,319
Series D
Sequoia 1997
855
Series D
CMS Partners
7,773
Series D
Benchmark Capital Partners II
97,161******