STRATEGIC ALLIANCE AGREEMENT

     This  Strategic  Alliance  Agreement  ("Agreement")  is entered  into as of
September 29, 1999 ("Effective Date") between Greenpoint Mortgage Funding, Inc.,
a New  York  corporation  having  an  office  at 900  Larkspur  Landing  Circle,
Larkspur, California 94939 ("GREENPOINT MORTGAGE FUNDING INC") and E-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 in providing mortgage
services  that include  counseling,  processing,  origination,  and funding home
equity loans secured by residential properties located in the United States; and

     WHEREAS,  E-LOAN provides certain services  including  mortgage and related
services to  consumers  on the  Internet,  via  E-LOAN's  Website  currently  at
www.eloan.com (the "E-LOAN  Website"),  providing visitors to the E-LOAN Website
with  a  variety  of  mortgage  loan  options,   credit  calculators  and  other
interactive tools, and displaying competitive products in the market for various
types of loans; and

     WHEREAS,  GREENPOINT  MORTGAGE  FUNDING  INC and  E-LOAN  wish to develop a
Strategic  Alliance  ("Alliance")  with GREENPOINT  MORTGAGE FUNDING INC for the
purpose of which will be to market GREENPOINT MORTGAGE FUNDING INC's Home Equity
loan products to visitors of E-LOAN's web site.

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

1.      The Alliance.
        ------------

          (a)  E-LOAN shall market  GREENPOINT  MORTGAGE  FUNDING  INC's various
               home equity programs and products to Internet users. The Alliance
               shall include 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  FUNDING  INC and other  second
               mortgage  companies.  In addition,  E-LOAN will advise  Customers
               regarding  the  various  mortgage   programs  and  products  that
               GREENPOINT  MORTGAGE  FUNDING INC offers and match Customers with
               specific  GREENPOINT  MORTGAGE  FUNDING  INC  mortgage  products.
               E-LOAN will then engage  Customers  in on-line  pre-qualification
               interviews  and help  Customers  complete an on-line  preliminary
               application  form for  GREENPOINT  MORTGAGE  FUNDING INC mortgage
               products.  As part  of the  Program,  E-LOAN  will  transfer  all
               completed preliminary applications to GREENPOINT MORTGAGE FUNDING
               INC for further processing.

          (b)  E-LOAN will develop a program that will offer its Customers  that
               close a loan during the term of this  Agreement  the option to be
               contacted  by  GREENPOINT  MORTGAGE  FUNDING INC  regarding  home
               equity loan programs.  E-LOAN will be responsible  for contacting
               its  Customers  about this  offer and  forwarding  to  GREENPOINT
               MORTGAGE  FUNDING INC its  Customers  who wish to be contacted by
               GREENPOINT  MORTGAGE FUNDING INC. GREENPOINT MORTGAGE FUNDING INC
               will be responsible for contacting E-LOAN's  Customers,  who have
               agreed  to  be  contacted  and  counsel  those   Customers  about
               GREENPOINT  MORTGAGE  FUNDING  INC's  various  home  equity  loan
               programs.  GREENPOINT  MORTGAGE FUNDING INC will be the exclusive
               partner of E-LOAN for this program.

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

          (d)  E-LOAN  will send a minimum of [*]  qualified  home  equity  loan
               leads ("Minimum  Guarantee") to GREENPOINT  MORTGAGE  FUNDING INC
               during the term of this Agreement.  In the event that E-LOAN does
               not deliver the Minimum Guarantee to GREENPOINT  MORTGAGE FUNDING
               INC,  E-LOAN  will  extend the term of this  Agreement  until the
               Minimum Guarantee is met, but for no more than six months. In the
               event that E-LOAN exceeds the Minimum  Guarantee  during the term
               of this Agreement, the Agreement will be automatically terminated
               unless both  parties  mutually  agree to extend  this  Agreement.
               E-LOAN  estimates  that it will  send  4,800  qualified  leads to
               GREENPOINT  MORTGAGE  FUNDING  INC  in the  first  year  of  this
               Agreement  and 9,600  qualified  leads in the second year of this
               Agreement.

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


2.      Compensation.
        ------------

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

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

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

          (d)  Beginning the Effective  Date,  GREENPOINT  MORTGAGE  FUNDING INC
               shall pay a fee to  E-LOAN  ("Quarterly  Marketing  Fee") for the
               marketing  provided  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 the second year of
               this Agreement. Should E-LOAN deliver the Minimum Guarantee prior
               to the end of the  term of this  Agreement,  all  Quarterly  Fees
               contained  in this  Agreement  shall be due and payable to E-LOAN
               within thirty (30) days of such event.

          (e)  All Quarterly Marketing Fees and Quarterly Maintenance Fees shall
               be  paid  within  thirty  (30)  days  following  the  end of each
               quarter.  The Parties each  acknowledge  and agree that the these
               fees reflects the  reasonable  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  equity  loans  that may be
               attributable to the Alliance.

          (f)  Compensation  under this  Agreement  will be subject to change by
               mutual  agreement  of the  parties,  to the extent  necessary  to
               comply with federal and state laws and regulations, including the
               Real  Estate  Settlement  Procedures  Act  (RESPA).  If,  in  the
               reasonable   discretion   of  either  party,   the   compensation
               arrangements  fail to comply with any  applicable  law, or either
               party  is  advised  by   counsel  or  a   regulatory   body  with
               jurisdiction  over its  activities  to  terminate  or modify  the
               Agreement or compensation arrangements to achieve compliance, the
               other party shall  cooperate  to the extent  necessary to achieve
               compliance,   including,   but  not  limited  to  executing   any
               appropriate amendments to the Agreement.

          (g)  If any regulatory  authority with  jurisdiction  over the parties
               determines that the  compensation  paid in  consideration  of the
               activities  conducted  hereunder  violates  or would  violate any
               applicable  law or  rule,  the  parties  agree  that  appropriate
               adjustments (including  retroactive  adjustments) will be made to
               vitiate the effect of such violation.

3.      Term and Termination.
        ---------------------

          (a)  Initial and Renewal terms.  The term of this  Agreement  shall be
               for a period of two (2) years  commencing on its  Effective  Date
               unless  earlier  terminated in accordance  with the provisions of
               this Agreement.

          (b)  Events of Default.  Notwithstanding  anything to the  contrary in
               this Agreement,  either party may terminate this Agreement at any
               time, in the following situations ("Events of Default"):

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

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

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

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

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

6.   Relationship.  The relationship between GREENPOINT MORTGAGE FUNDING INC and
     E-LOAN shall be that of independent  contractors and neither party shall be
     or represent itself to be an agent,  employee,  partner or joint venture of
     the other,  nor shall  either  party have or  represent  itself to have any
     power or authority to act for, bind or commit the other.

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

8.   Representations and Warranties.

     (a)  GREENPOINT MORTGAGE FUNDING INC's Authority/Legal Actions.  GREENPOINT
          MORTGAGE FUNDING INC is a corporation duly organized, validly existing
          and in good standing under the laws of the State of New York with full
          corporate  power  and  authority  to  transact  any and  all  business
          contemplated   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 of this Agreement are
          not  prohibited or restricted by any  government  agency.  There is no
          claim,  action, suit,  proceeding or investigation  pending or, to the
          best  of  GREENPOINT  MORTGAGE  FUNDING  INC's  knowledge,  threatened
          against it 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  change in the business,  operations,  financial
          condition, properties or assets of GREENPOINT MORTGAGE FUNDING INC, or
          in any  impairment  of the right or  ability  of  GREENPOINT  MORTGAGE
          FUNDING INC to carry on its business  substantially  as now  conducted
          through its existing management group, or in any material liability on
          the party of GREENPOINT MORTGAGE FUNDING INC, or which would draw into
          question  the  validity of this  Agreement.  The  GREENPOINT  MORTGAGE
          FUNDING INC Marks (as defined below)  licensed  hereunder,  do not and
          will not infringe on the patent, copyright,  trademark,  trade name or
          other proprietary right of any third party.

     (b)  E-LOAN's   Authority/Legal  Actions.  E-LOAN  is  a  corporation  duly
          organized, validly existing and in good standing under the laws of the
          State of Delaware with full corporate  power and authority to transact
          any and all business  contemplated  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 of this Agreement
          are not prohibited or restricted by any government agency. There is no
          claim,  action, suit,  proceeding or investigation  pending or, to the
          best of E-LOAN's knowledge, threatened against it 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 change in
          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 its  business  substantially  as now  conducted  through  its
          existing  management group, or in any material  liability on the party
          of E-LOAN,  or which  would draw into  question  the  validity of this
          Agreement.  The  information  and content on the E-LOAN Website (other
          than information supplied by GREENPOINT MORTGAGE FUNDING INC), and the
          E-LOAN Marks (as defined below)  licensed  hereunder,  do not and will
          not infringe on the patent, copyright,  trademark, trade name or other
          proprietary right of any third party.

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

     (d)  Execution/Conflict  with Existing Laws or Contracts.  The parties have
          taken all necessary  action to authorize their  respective  execution,
          delivery and performance of this Agreement. The execution and delivery
          of  this  Agreement  and the  performance  of the  obligations  of the
          respective parties hereunder will not (i) conflict with or violate the
          Certificate  of  Incorporation  or  By-laws  of either  party,  or any
          provision of any law or regulation  or any decree,  demand or order to
          which  either part is subject,  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 a default) under any of the
          terms,  conditions  or  provisions  of any  agreement or instrument to
          which either party is a party or by which it is bound, or any order or
          decree  applicable  to either  party,  or result  in the  creation  or
          imposition of any lien on any of their assets or property.

9.   Indemnification/Hold Harmless.

     (a)  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,
          which E-LOAN, its affiliates, directors, officers, agents or employees
          may sustain due to or arising out of any misrepresentation,  negligent
          act or omission by GREENPOINT  MORTGAGE  FUNDING INC, its  affiliates,
          officers,  agents,  representatives  or employees or out of any act by
          GREENPOINT  MORTGAGE  FUNDING INC, its affiliates,  officers,  agents,
          representatives  or employees  in  violation  of 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  resulted
          from  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 this Agreement, or (b) the amount by which any cost,
          fee,  expense  or  loss  associated  with  any of the  foregoing  were
          increased as a result of an act or omission on the part of E-LOAN.  As
          a condition of the foregoing  indemnity  obligation,  E-LOAN agrees to
          give GREENPOINT  MORTGAGE FUNDING INC reasonably  prompt notice of any
          third  party  claim  which may be  indemnified,  cooperation  and,  at
          GREENPOINT MORTGAGE FUNDING INC's sole cost and expense,  sole control
          of the defense and  settlement  of such claim.  This  provision  shall
          survive termination of the Agreement.

     (b)  E-LOAN  agrees  to  indemnify,  defend  and hold  GREENPOINT  MORTGAGE
          FUNDING INC  harmless  from and  against  any and all  claims,  suits,
          actions,  liability,  losses,  expenses or damages which may hereafter
          arise,   which  GREENPOINT   MORTGAGE  FUNDING  INC,  its  affiliates,
          directors, officers, agents or employees may sustain due to or arising
          out of any misrepresentation, negligent act or omission by E-LOAN, its
          affiliates,  officers, agents,  representatives or employees or out of
          any act by E-LOAN, its affiliates,  officers, agents,  representatives
          or employees  in  violation  of 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  resulted  from a
          negligent act or omission of GREENPOINT  MORTGAGE  FUNDING INC or that
          is attributable to a breach by GREENPOINT  MORTGAGE FUNDING INC of any
          of its  representations,  warranties or  obligations  pursuant to this
          Agreement,  or (b) the amount by which any cost, fee,  expense or loss
          associated  with any of the foregoing were increased as a result of an
          act or omission on the part of GREENPOINT  MORTGAGE  FUNDING INC. As a
          condition of the foregoing indemnity  obligation,  GREENPOINT MORTGAGE
          FUNDING  INC agrees to give  E-LOAN  reasonably  prompt  notice of any
          third  party  claim  which may be  indemnified,  cooperation  and,  at
          E-LOAN's  sole cost and  expense,  sole  control  of the  defense  and
          settlement of such claim. This provision shall survive  termination of
          the Agreement.

     (c)  Notice of  Claims.  Each  party  shall  promptly  notify  the other in
          writing of any and all  litigation or claims in connection  pertaining
          to the subject matter of this Agreement as to which indemnification is
          or is  expected to be sought  from the other  party.  When a claim for
          indemnification  against  loss is made or  expected  to be  made,  the
          indemnifying  party  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 which there is an obligation of  indemnification
          may be made without the consent of the indemnitee.

10.  Capitalized  Terms.  Capitalized  terms used herein shall have the meanings
     set forth herein.


11.  Trademark Licenses.

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

     (b)  During the Term and  subject to this  Agreement,  GREENPOINT  MORTGAGE
          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  FUNDING INC's Marks (as defined  below) in  connection  with
          links to or from or in conjunction with the E-LOAN Web site and in any
          presentations  materials,  both public and private, used by E-LOAN. As
          used herein, the GREENPOINT  MORTGAGE FUNDING INC Marks are GREENPOINT
          MORTGAGE  FUNDING  INC and  GPFC.  E-LOAN  may not use the  GREENPOINT
          MORTGAGE  FUNDING INC Marks,  including  GREENPOINT  MORTGAGE  FUNDING
          INC's  service  marks,  trade names,  logos,  or other  commercial  or
          product designation for any other purpose whatsoever without the prior
          written consent of GREENPOINT MORTGAGE FUNDING INC.

12.  Confidential  Information.  Each party  recognizes  that during the term of
     this  Agreement,   its  directors,   officers,   employees  and  authorized
     representatives such as attorneys and accountants,  may obtain knowledge of
     trade secrets,  customer  lists,  membership  lists and other  confidential
     information of the other party which is valuable,  proprietary,  special or
     unique to the  continued  business  of that  party,  which  information  is
     initially  delivered  in  written  form  including  electronic  form  or is
     summarized  and delivered in writing  within thirty (30) days after initial
     delivery in non-written form, and which writing is marked "Confidential" or
     in a similar  nature to  indicate  its  nonpublic  and  proprietary  nature
     ("Confidential  Information").  However,  Confidential Information does not
     include  information that is or (i) becomes available to the general public
     other than through a breach by the recipient  party,  (ii) already known to
     the recipient party as of the time of communication to the recipient party,
     (iii)  developed  by the  recipient  party  independently  of  and  without
     reference  to  information   communicated  by  the  other  party,  or  (iv)
     rightfully  received by the recipient  party from a third party which third
     party is not under a legal  duty of  confidentiality  with  respect to such
     information.  Accordingly,  each  party  as  a  recipient  of  the  other's
     Confidential Information agrees to hold the Confidential Information of the
     communicating  party and the  terms and  conditions  of this  Agreement  in
     confidence  and to use  diligent  efforts to ensure that the  communicating
     party's Confidential Information the terms hereof are held in confidence by
     it officers, directors, employees,  representatives and others over whom it
     exercises  control.  Upon  discovering any  unauthorized  disclosure of the
     communicating  party's  Confidential  Information  or  the  terms  of  this
     Agreement,  the recipient  party will use diligent  efforts to recover such
     information  and to prevent  its further  disclosure  to  additional  third
     parties.  The recipient party will promptly notify the communicating  party
     in writing of any such authorized  disclosure of the communicating  party's
     Confidential  Information  by the  recipient  party or its  personnel.  The
     parties'  obligations  under this  paragraph  will  survive for a period of
     three (3) years  following the  expiration or earlier  termination  of this
     Agreement.

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

14.  Press  Releases.  Within  thirty (30) days of the  Effective  Date, a joint
     press release will be issued  announcing the  relationship  created by this
     Agreement,  subject to the prior  review and  approval of the other  party.
     Except  as set  forth in this  Agreement,  E-LOAN  or  GREENPOINT  MORTGAGE
     FUNDING INC shall not issue or permit the issuance of any press  release or
     publicity regarding,  or grant any interview, or make any public statements
     whatsoever  concerning,  this Agreement without prior coordination with and
     written  approval  from the other party,  which  approval may be granted or
     withheld for any reason.  Notwithstanding  the foregoing,  either party may
     make such  public  disclosure  as its legal  counsel  in good  faith  deems
     required by  applicable  law or any  listing  organization  concerning  its
     publicly traded  securities,  in which case the disclosing  party will give
     the  other   party   reasonable   advance   notice   of  such   disclosure.
     Notwithstanding the foregoing, Content Partner shall not state or imply, in
     advertisements,  writings,  or otherwise,  that E-LOAN  endorse  GREENPOINT
     MORTGAGE  FUNDING  INC's  products  or  services  or any other  product  or
     service.

15.  Notices.  All notices  required or permitted by this Agreement  shall be in
     writing and shall be given by certified mail,  return receipt  requested or
     by reputable overnight courier with package tracing capability and shall be
     sent to the  address at the head of this  Agreement  or such other  address
     that a party specifies in writing in accordance with this section.

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

17.  Disclaimer of Warranties.  Both parties  provide all service  hereunder "AS
     IS" and without any  warranty of any kind.  Neither  E-LOAN nor  GREENPOINT
     MORTGAGE  FUNDING INC  guarantees  continuous or  uninterrupted  display or
     distribution  of  any  links  contemplated   hereunder,  or  continuous  or
     uninterrupted  operation  of their  respective  Websites.  In the  event of
     interruption of display or distribution of E-LOAN's or GREENPOINT  MORTGAGE
     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 soon
     as  practical.  In no event will either party be liable for  consequential,
     punitive,  special or indirect damages in connection with this Agreement or
     the  obligations  contemplated  hereby  even if  they  are  advised  of the
     possibility of such damages.

18.  Amendments.  The terms and conditions of this Agreement may not be modified
     or amended other than by a writing signed by both parties.

19.  Assignment/Binding  Nature.  Neither  party  may  assign,  voluntarily,  by
     operation of law, or  otherwise,  any rights,  or delegate any duties under
     this  Agreement  to any party that is not an  affiliate of itself as 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 or
     obligations  arising  hereunder  to  the  surviving  entity  in  a  merger,
     acquisition,  reorganization or consolidation in which it participates,  or
     to a  purchaser  of  substantially  all of its assets;  providing  that the
     assigning  party will give reasonable  written notice to the  non-assigning
     party in advance of such merger,  acquisition or other  assignment and that
     the surviving entity is not a competitor to the non-assigning party. E-LOAN
     acknowledges  and approves pg GREENPOINT  MORTGAGE  FUNDING INC's  imminent
     assignment of this Agreement to Greenpoint  Mortgage,  Inc.. Subject to the
     foregoing,  this  Agreement  shall be binding  upon and shall  inure to the
     benefit of the successors and assigns of the parties.

20.  Entire   Agreement.   This  Agreement  and  any  Exhibits  attached  hereto
     constitute the entire Agreement  between the Parties and supersede all oral
     and written  negotiations of the Parties with respect to the subject matter
     hereof.

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

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


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


E-LOAN, Inc.                           Headlands Mortgage Company


 By: /s/ Steven M. Majerus             By:  /s/Peter T. Paul
     ---------------------                 ---------------------------
 Name:  Steve Majerus                   Name:  Peter T. Paul
 Title:  Vice President                 Title: President