Exhibit 10.3

SECURITY AGREEMENT

This Security Agreement ("Agreement") is made and entered into as
of March 31, 2001, by and between E-Loan, Inc., a Delaware corporation
("Company" or "Debtor"), and The Charles Schwab Corporation, a
Delaware corporation ("Secured Party").

RECITALS

A.	Concurrently with the execution of this Agreement the Company has
executed and delivered to Secured Party its Promissory Note in the principal
amount of $2,000,000, a copy of which is attached hereto as Exhibit A
(the "Promissory Note").

B.	The Company and Secured Party desire to enter into this Agreement
pursuant to which the Company grants to the Secured Party a security interest in
the Collateral (as that term is hereinafter defined).

TERMS AND CONDITIONS

NOW, THEREFORE, the parties hereto agree as follows:

1. Definitions
2. Specific Terms
3. All Contracts, chattel paper, electronic chattel paper, lease agreements,
conditional and installment sales contracts, other instruments or documents
(which shall include any and all certificates of title and other such security
instruments), evidencing both a debt and security interest in motor
vehicles;
4. All equipment, computer hardware and software, fixtures, securities,
customer lists and other goods wherever located, now owned or hereafter acquired
by Debtor, and any and all present and future tax refunds of any kind whatsoever
to which Debtor is now or shall hereafter become entitled;
5. All of Debtors Books; and
6. All proceeds and products, whether tangible or intangible, of any of the
foregoing, including proceeds of insurance covering any or all of the
Collateral, and any and all accounts, general intangibles, negotiable
collateral, money, deposit accounts, or other tangible or intangible property
resulting from the sale, exchange, collection or other disposition of any of the
foregoing, or any portion thereof or interest therein, and the proceeds
thereof.PROVIDED, HOWEVER, that the Collateral set forth in items (c) and (d) shall
not in any event include property included in the "Collateral" described in the
Warehouse Credit Agreement dated as of June 24, 1998, as amended, among Cooper
River Funding Inc., GE Capital Mortgage Services, Inc. and Borrower, or the
property included in the "Collateral" described in the Master Loan and Security
Agreement dated as of May 20, 1999 between Greenwich Capital Mortgage Services,
Inc. and Borrower.
7. Other Definitional Provisions
8. All capitalized terms not otherwise defined in this Agreement shall have the
same meanings as defined in Promissory Note or the Code.
9. The words "hereof" and "hereunder" and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, schedule and
exhibit references are to this Agreement unless otherwise specified.
10. Attachment of Security Interest. Debtor
hereby grants and assigns to Secured Party a security interest (the "Security
Interest") in and to the Collateral to secure payment by Debtor of the
Promissory Note. In addition, the Security Interest thereby created shall attach
immediately upon execution of this Agreement by Debtor and shall secure
(a) any and all amendments, extensions, renewals of the Promissory Note;
(b) strict performance and observance of all agreements, warranties and
covenants contained in the Promissory Note and this Agreement; and (c) the
repayment of all monies expended by Secured Party under the provisions hereof,
with interest thereon from the date of expenditure at the highest lawful
rate.
11. Subordination of Security Interest
12. Disposition of Collateral
13. Affirmative Covenants of Debtor
14. Corporate Existence, Etc.
15. Insurance
16. Inspection
17. Compliance with Laws, Etc.
18. Notice of Default under Senior Indebtedness
19. Attachment of Collateral; Litigation
20. Consents and Approvals.
21. Remedies in Favor of Secured Parties
22. Statutory Rights
23. Notice to Account Debtors
24. Remedies Cumulative
25. Financing Statement
26. Waiver of Demand, Etc.
27. Indemnification
28. Notices
29. Severability
30. Attorneys' Fees and Litigation Costs
31. Governing Law
32. Captions
33. Counterparts
34. Entire Agreement; Amendment