Exhibit 10.4

INTERCREDITOR AGREEMENT

This Intercreditor Agreement ("Agreement") is made effective as ofMarch 310, 2001, by and between The Charles Schwab Corporation, a Delawarecorporation ("Schwab"), and****Christian Larsen ("Larsen). Schwab and Larsenare sometimes referred to herein collectively as the "Lenders" and individuallyas a "Lender". This Agreement is made with reference to the followingRecitals:

R E C I T A L S :

	**A.	**E-Loan, Inc., a Delaware corporation, ("Borrower"), isengaged in the business of originating and selling chattel paper and mortgageloans.

	**B.	**Effective March 31, 2001 Schwab loaned Borrower $2,000,000pursuant to a promissory note (the "Schwab Note"). Borrowers obligationspursuant to the Schwab Note are secured by certain of Borrower's assetsdescribed in Exhibit A attached hereto (the "Collateral") pursuant to a SecurityAgreement dated March 31, 2001 (the "Schwab Security Agreement"). 

C.	Effective March 31, 2001 Larsen loaned Borrower $6 ,000,000pursuant to a promissory note (the "Larsen Note"). Borrowers obligationspursuant to the Larsen Note are secured by the Collateral pursuant to a SecurityAgreement dated March 31, 2001 (the Larsen Security Agreement").

D.	The Schwab Note and the Larsen Note are collectively referred to as the"Notes" and the Schwab Security Agreement and the Larsen Security Agreement arecollectively referred to as the "Security Agreements."

E.	In order to provide for the orderly administration of the SchwabSecurity Agreement, the Larsen Security Agreement and the rights and interestsof the Lenders with respect to the Schwab Note, the Larsen Note and theCollateral, the Lenders desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutualcovenants contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretohereby agree as follows:

A G R E E M E N T :

Priority
. Notwithstanding (i) the termsof the Notes and/or any other agreement in effect between either Lender, on theone hand, and Borrower, on the other hand, (ii) the date, manner or order ofperfection of any security interests and/or liens granted by Borrower in favorof Lenders in connection with the Notes, (iii) the provisions of California law,including without limitation, the California Commercial Code, or any otherapplicable law, and (iv) whether any Lender holds possession of the Collateralor any part thereof, the Lenders hereby acknowledge and agree that the Lendersshall have equal priority of security interests and liens in theCollateral.
Bids at Foreclosure Sale
- Bids by Lenders .  Each Lender shall have the right to bid for theCollateral at any foreclosure sale of the Collateral. Any bid entered by anyLender in an amount that is less than the amount necessary to repay theaggregate of the indebtedness due under the Loans, plus interest and expenseswhich are recoverable from the proceeds of such sale and all amounts payable onany indebtedness with a security interest in the Collateral superior to theNotes, shall be deemed to have been entered on behalf of both of the Lenders. Ifsuch bid is successful, then the Lender that enters such bid shall cause theforeclosure assignment or certificate of sale to be issued to all of the Lendersas tenants-in- common holding undivided interests in the Property in proportionto the outstanding balances due under their respective Loans. Any bid entered byany Lender in an amount that exceeds the aggregate indebtedness due under theNotes, plus interest and expenses which are recoverable from the proceeds of thesuch sale and all amounts payable on any indebtedness with a security interestin the Collateral superior to the Notes, shall be entered only on behalf of suchbidding Lender. If such bid is the successful bid, then the (i) Lender thatenters such bid shall acquire the Collateral as its own property, (ii) the otherLender shall have no further interest in the Collateral, and (iii) the proceedsof such sale shall be distributed to the Lenders in proportion to theoutstanding balances due under their respective Notes.
Bids by Third Parties
. 
If the successfulbid entered at any foreclosure sale of the Collateral is entered by athirdparty, then the proceeds of such sale shall be distributed to the Lendersin proportion to the outstanding balances due under their respectiveLoans.
Acquisition of Collateral
.
 If Lendersacquire title to the Collateral (whether by foreclosure proceedings, assignmentin lieu of foreclosure or otherwise), Lenders (or their nominees) shall bedeemed to be tenants-in -common holding undivided interests in the Collateral inproportion to the outstanding balances due under their respective Loans.
Assignment of Beneficial Interest
. Atsuch time as any Note is satisfied in full, the interest in the Collateral ofsuch Lender (the "Repaid Lender") of such satisfied Note shall automatically bedeemed assigned to the other Lender (the "Remaining Lender"). As a result ofsuch assignment, (i) the Repaid Lender shall have no further rights, duties orobligations under this Agreement and the Remaining Lender shall be entitled tomake all any and all decisions required and/or permitted to be made by theLenders hereunder, (ii) the Repaid Lender shall no longer be deemed a Lenderhereunder, and (iii) the Repaid Lender shall no longer have any interest in theCollateral. The Lenders hereby agree to execute such termination statements orother documents as the Remaining Lender may reasonably require.
Repayment of Loans; Amendments to SecurityAgreements
. Each Lender agrees that its Note will only be repaid to theextent that the other Lender is offered repayment in proportion to the aggregateamounts outstanding under the Notes. Borrower aggress that it will only makerepayments to the Lenders in proportion to the aggregate amounts outstandingunder the Loans. Schwab and Borrower agree that they will not make anyamendments to the Schwab Security Agreement unless agreed to by Larsen andLarsen and Borrower agree that they will not make any amendments to the LarsenSecurity Agreement unless agreed to by Schwab.
Term
. This Agreement shall be in full force and effect fromand after the effective date hereof until the earlier of (i) the first date uponwhich all Lenders have been paid in full, or otherwise satisfied, under theNotes and released and/or terminated their respective security interests in theCollateral, or (ii) the date upon which Lenders unanimously agree, in writing,to terminate this Agreement.
Costs of Enforcement
. Any and all costsand/or expenses incurred by Lenders in connection with any action taken byLenders under this Agreement with respect to the Collateral including, withoutlimitation, any enforcement action against the Collateral, shall be borne byLenders in proportion to the outstanding balances due under their respectiveLoans.
Scope of Representation
. 
- ALLEN MATKINS LECK GAMBLE & MALLORY LLP (" AMLGM ") HAS ONLYREPRESENTED THE INTERESTS OF BORROWER WITH RESPECT TO THE NOTES AND THE DRAFTINGOF THIS AGREEMENT, THE SECURITY AGREEMENTS AND THE NOTES AND NOT THE INTERESTSOF THE LENDERS AND/OR ANY OTHER PARTY WITH RESPECT THERETO. WITHOUT LIMITING THEGENERALITY OF THE FOREGOING, THE PARTIES ACKNOWLEDGE THAT AMLGM SHALL NOT BEDEEMED TO HAVE REPRESENTED THE LENDERS AS A RESULT OF AMLGM'S REPRESENTATION OFBORROWER IN CONNECTION WITH THE LOANS AND THE DRAFTING OF THIS AGREEMENT, THESECURITY AGREEMENTS, THE NOTES OR ANY OTHER MATTER. EACH LENDER HAS BEEN ADVISEDTO CONSULT WITH INDEPENDENT COUNSEL OF SUCH PARTY'S CHOICE PRIOR TO ENTERINGINTO THIS AGREEMENT.
- HOWARD, RICE,  NEMEROVSKI, CANADY, FALK & RABKIN, APROFESSIONAL CORPORATION ("HRNCF&R")  HAS ONLY REPRESENTED THEINTERESTS OF SCHWAB WITH RESPECT TO THE NOTES AND THE DRAFTING OF THISAGREEMENT, THE SECURITY AGREEMENTS AND THE NOTES AND NOT THE INTERESTS OF THELENDERS AND/OR ANY OTHER PARTY WITH RESPECT THERETO. WITHOUT LIMITING THEGENERALITY OF THE FOREGOING, THE PARTIES ACKNOWLEDGE THAT HRNCF&R SHALL NOTBE DEEMED TO HAVE REPRESENTED LARSEN AS A RESULT OF HRNCF&R REPRESENTATIONOF BORROWER IN CONNECTION WITH THE LOANS AND THE DRAFTING OF THIS AGREEMENT, THESECURITY AGREEMENTS, THE NOTES OR ANY OTHER MATTER. EACH LENDER HAS BEEN ADVISEDTO CONSULT WITH INDEPENDENT COUNSEL OF SUCH PARTY'S CHOICE PRIOR TO ENTERINGINTO THIS AGREEMENT.
Miscellaneous
- Further Acts .  Each party hereto agrees to perform any furtheracts, and to execute and deliver (with acknowledgment, verification, and/oraffidavit, if required) any further documents and instruments, as may bereasonably necessary or desirable to implement and/or accomplish the provisionsof this Agreement and the transactions contemplated herein.
Counterparts
. This Agreement may beexecuted in multiple counterparts, each of which shall be deemed an originalAgreement, but all of which, taken together, shall constitute one (1) and thesame Agreement, binding on the parties hereto. The signature of any party heretoto any counterpart hereof shall be deemed a signature to, and may be appendedto, any other counterpart hereof.
Entire Agreement
.
 This Agreementcontains and constitutes the entire agreement among the parties hereto withrespect to the subject matter hereof, and this Agreement may not be modified,amended, or otherwise changed in any manner, except by a written instrumentsigned by all of the parties hereto.
No Third-Party Beneficiaries
. 
ThisAgreement is solely for the benefit of the parties hereto, and no other personor entity is entitled to rely upon or benefit from this Agreement or any termhereof.
Attorneys' Fees
.
 Should any litigationbe commenced between or among the parties or their representatives concerningany provision of this Agreement or the rights and duties of any person or entityin relation thereto, the party prevailing in such litigation, whether by out-of-court settlement or final judgment, shall be entitled, in addition to such otherrelief as may be granted, to a reasonable sum as and for attorneys' feesreasonably incurred in such litigation. Any judgment or order entered in anyfinal judgment shall contain a specific provision providing for the recovery ofall costs and expenses of suit, including, without limitation, actual attorneys'fees, costs and expenses incurred in connection with (i) enforcing,perfecting and executing such judgment; (ii) post-judgment motions;(iii) contempt proceedings; (iv) garnishment, levy, and debtor andthird-party examinations; (v) discovery; and (vi) bankruptcylitigation.
Severability
. Every provision of thisAgreement is intended to be severable. If any term or provision hereof isdeclared by a court of competent jurisdiction to be illegal or invalid, suchillegal or invalid terms or provisions shall not affect the other terms andprovisions hereof, which terms and provisions shall remain binding andenforceable.
Rules of Construction
. The Paragraphheadings used in this Agreement are for reference purposes only, and are notintended to be used in construing this Agreement. As used in this Agreement, themasculine gender shall include the feminine and neuter, and the singular numbershall include the plural, and vice versa. Time is of the essence of thisAgreement. The provisions of this Agreement shall be construed and enforced inaccordance with the laws of the State of California. Each party heretoacknowledges, represents, and warrants that (i) each party hereto is ofequal bargaining strength; (ii) each such party has actively participatedin the drafting, preparation, and negotiation of this Agreement; and(iii) each such party hereto and such party's independent counsel havereviewed or had the opportunity to review this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as ofthe date first set forth above.

THE CHARLES SCHWAB CORPORATION

 

By:/s/ Chris Dodd				
Its EVP, CFO					

 

/s/ Christian Larsen