Exhibit 4.3




                                 LOAN AGREEMENT


                                 BY AND BETWEEN


                       MERRILL LYNCH MORTGAGE CAPITAL INC.
                                    AS LENDER


                                       AND


                                  E-LOAN, INC.
                                  AS BORROWER










                                   DATED AS OF

                                  JUNE 14, 2002


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                                TABLE OF CONTENTS

SECTION 1.        CERTAIN DEFINITIONS AND TERMS................................1
SECTION 2.        REVOLVING CREDIT FACILITY...................................12
SECTION 3.        CONDITIONS PRECEDENT........................................15
SECTION 4.        REPRESENTATIONS AND WARRANTIES..............................16
SECTION 5.        COVENANTS...................................................20
SECTION 6.        EVENTS OF DEFAULT...........................................27
SECTION 7.        RIGHTS AND REMEDIES.........................................29
SECTION 8.        MISCELLANEOUS...............................................30

                                  SCHEDULES

SCHEDULE 3.1*         CLOSING DOCUMENTS AND CONDITIONS
SCHEDULE 4.4*         PRIOR NAMES AND TRADE NAMES OF BORROWER
SCHEDULE 4.8*         PENDING LITIGATION INVOLVING BORROWER OR GUARANTOR
SCHEDULE 4.11*        EMPLOYEE BENEFIT PLANS
SCHEDULE 4.13*        PERMITTED LIENS
SCHEDULE 4.16*        SUBSIDIARIES AND AFFILIATES
SCHEDULE 4.17*        OWNERSHIP
SCHEDULE 5.2(h)*      TRANSACTIONS WITH AFFILIATES OR SUBSIDIARIES
SCHEDULE 5.2(r)*      BUSINESS LOCATIONS

                               EXHIBITS

EXHIBIT A             REVOLVING CREDIT NOTE
EXHIBIT B*            FINANCIAL REPORT CERTIFICATE
EXHIBIT C*            LIST OF CONTRACT PURCHASE AGREEMENTS
EXHIBIT D*            FORM OF DEALER AGREEMENT
EXHIBIT E*            FORM OF E-FUND AGREEMENT
EXHIBIT F*            FORM OF NOTE AND SECURITY AGREEMENT
EXHIBIT G*            BORROWER'S GENERAL UNDERWRITING CRITERIA
EXHIBIT H*            FORM OF ADVANCE REQUEST



*Schedules and Exhibits have been omitted as  non-material  and will be provided
in accordance with Item 601 of Regulation S-K.

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                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT  ("Agreement") is entered into as of June 14, 2002,
by and between E-LOAN,  INC., a Delaware  corporation  ("Borrower")  and MERRILL
LYNCH MORTGAGE CAPITAL INC., a Delaware  corporation,  with its principal office
at 4 World  Financial  Center,  New York, NY 10080 (together with its successors
and assigns, "Lender").

                                 R E C I T A L S

         A.  Borrower  is engaged in the  business  of  originating  and selling
Contracts (as hereinafter defined) to finance the purchase of Vehicles.

         B.Borrower  desires to borrow  funds from Lender to finance the funding
of such Contracts, which borrowings are to be secured by the Contracts.

         C.Based  upon the  foregoing  and  subject to the terms and  conditions
hereinafter set forth, Lender is willing to make loans to Borrower.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants contained herein, the parties hereby agree as follows:

                                    AGREEMENT

SECTION 1..CERTAIN DEFINITIONS AND TERMS

         As used herein,  the  following  terms shall have the  meanings  herein
indicated:

         1.1. ACH means the Automated Clearinghouse of the Federal Reserve.

         1.2. ACH ACCOUNT  means the  segregated  ACH account in the name of the
Borrower at Bank One (account:  E-LOAN,  Inc.) having account  number  636101545
(ABA:  044000037)  for the purpose of disbursing  the  principal  amount of each
Contract to the related Dealer for the related  Financed  Vehicle via ACH when a
check is not used.

         1.3. ADVANCE REQUEST has the meaning set forth in Section 2.2.

         1.4.  AFFILIATE  means any  Person who (i) would be an  "affiliate"  of
Borrower  within the  meaning of the  regulations  promulgated  pursuant  to the
Securities Act of 1933, as such regulations and Act are amended and in effect on
the date in question,  if such Person were subject to such Act and  regulations,
or (ii) owns any legal or beneficial  interest of  twenty-five  percent (25%) or
more in such Person,  (iii) is a director or officer of  Borrower,  or (iv) is a
relative of any of the Persons described in clause (iii).

         1.5.  AGGREGATE  BORROWING BASE means, on any date of calculation,  the
aggregate Borrowing Base for all Eligible Contracts on such day.

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         1.6.  AGREEMENT means this Loan Agreement,  including any Schedules and
Exhibits  hereto,  as the same may be in effect  from time to time after  giving
effect to any amendments,  supplements,  increases,  extensions, and renewals in
accordance with the terms hereof.

         1.7. AMOUNT FINANCED means,  with respect to a Contract and the related
Receivable,  the aggregate  principal  amount of credit  extended to the related
Obligor in  connection  with the purchase (or  financing or  refinancing  of the
purchase) of the related Financed Vehicle  including,  without  limitation,  any
taxes, insurance and related costs financed in connection therewith,  as set out
in the related Receivable File.

         1.8.  BORROWING  BASE  means,  at any date of  determination,  (i) with
respect to each Subprime Contract which is an Eligible Contract, an amount equal
to 92%,  and (ii) with  respect  to each  Prime  Contract  which is an  Eligible
Contract,  an amount equal to 97%; in each case, of the aggregate  amount of the
principal  balance  outstanding  under such Contract as calculated by Borrower's
accounting  systems and as agreed to by Lender. The Borrowing Base value of each
Eligible  Contract shall amortize monthly by the reduction in principal  balance
of  such  Eligible  Contract  calculated  on  the  basis  of a  simple  interest
amortization.

         1.9.  BORROWING  BASE  REPORT  means  a  certificate   containing  such
information  as Lender may request  concerning  the amount or calculation of the
Aggregate Borrowing Base.

         1.10. BORROWING DATE has the meaning set forth in Section 2.2.

         1.11. BREAKAGE FEE has the meaning set forth in the Credit Agreement.

         1.12.  BUSINESS DAY means any day other than a Saturday,  a Sunday or a
day on which the Federal  Reserve Bank of New York,  the New York Stock Exchange
or banking  institutions in New York (including New York City) or, to the extent
relevant, California are authorized or obligated by law, regulation or executive
order to remain closed.

         1.13.  CHECKING  ACCOUNT means the segregated  checking  account in the
name of the Borrower at Bank One (account:  E-LOAN,  Inc.) having account number
634866347 (ABA: 044000037) for the purpose of disbursing the principal amount of
each Contract to the related Dealer for the related  Financed  Vehicle via check
when ACH is not used.

         1.14. CLAIM has the meaning set forth in Section 5.1(e).

         1.15. CLOSING DATE means the date of the initial advance hereunder.

         1.16.  CODE means the Internal  Revenue  Code of 1986,  as amended from
time to time, and all regulations promulgated and rulings issued thereunder.

         1.17.  COLLATERAL  has the  meaning  set  forth  in  Section  IV of the
Security Agreement.

         1.18.  COLLECTION  ACCOUNT  means  the  segregated  collection  account
subject to the Securities  Account Control Agreement in the name of the Borrower
at Bank One  (account:  E-LOAN,  Inc.) having  account  number  636101560  (ABA:
044000037)  for the purpose of depositing  the  Collections  forming part of the
Collateral.

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         1.19.  COLLECTION SWEEP  INVESTMENT  ACCOUNT means the collection sweep
sub-account to the Collection  Account subject to the Securities Account Control
Agreement  in the name of the  Borrower at Bank One for the purpose of investing
amounts on deposit in the Collection Account in Eligible Investments.

         1.20.  COMMITMENT  means the commitment of the Lender to make Revolving
Credit  Loans to  Borrower  pursuant  to  Section  2.1  hereof  in an  aggregate
principal  amount at any one time  outstanding not to exceed Ten Million Dollars
($10,000,000)  or such lower amount as may be provided for pursuant to the terms
of this Agreement.

         1.21. COMMITMENT PERIOD means the period from and including the Closing
Date to, but not including, the Commitment Termination Date.

         1.22.  COMMITMENT  TERMINATION  DATE means the  earlier of (i) 365 days
from the date of this  Agreement,  and (ii) the date on which the  Commitment is
otherwise terminated in accordance with the terms of this Agreement.

         1.23.  CONCENTRATION ACCOUNT means the segregated concentration account
subject to the Securities  Account Control Agreement in the name of the Borrower
at Bank One  (account:  E-LOAN,  Inc.) having  account  number  636101511  (ABA:
044000037) for the purpose of reconciling the receipts and  disbursements on the
Contracts.

         1.24.  CONTRACT means an E-Fund Agreement,  Note and Security Agreement
and each other agreement  delivered in connection  therewith or pursuant thereto
relating to a Vehicle,  which was  originated  by the  Borrower  and pursuant to
which the related  Obligor is required to repay the related  Amount  Financed in
full during the term of such  agreement  or contract  and which is funded by the
Lender pursuant to this Agreement.

1.25.  CONTRACT PURCHASER means a financial  institution that has entered into a
Contract Purchase Agreement with Borrower.

         1.26.  CONTRACT  PURCHASE  AGREEMENT means a written  agreement between
Borrower and a Contract  Purchaser  whereby the Borrower  agrees to sell and the
Contract  Purchaser  agrees to purchase  Contracts  which  satisfy such Contract
Purchaser's Loan Guidelines.  A list of all of the Borrower's  Contract Purchase
Agreements is attached hereto as EXHIBIT C.

         1.27. CREDIT AGREEMENT means the Credit Agreement,  dated as of June 1,
2002, among the Borrower,  E-LOAN Auto Fund One, LLC and Merrill Lynch Bank USA,
as the same may be supplemented, amended or otherwise modified from time to time
in accordance with its terms.

         1.28.  CREDIT  DOCUMENT  has  the  meaning  set  forth  in  the  Credit
Agreement.

         1.29. CURRENT FINANCIALS means the Financial Statements of Borrower for
the fiscal year ended December 31, 2001, and the quarter ended March 31, 2002.

         1.30. DEALER means a retail seller of Vehicles.

         1.31.  DEALER  AGREEMENT  means an  agreement  between a Dealer and the
Borrower whereby the Borrower agrees to make a direct loan to a consumer for the
purchase of a Vehicle from a Dealer,

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provided  that  such  Dealer   performs   certain  acts  and  provides   certain
documentation  to the Borrower,  which agreement is substantially in the form of
Exhibit D hereto.

         1.32.  DEBT means,  at any time,  with  respect to any Person,  without
duplication  and,  except as provided in item (b) below,  without  regard to any
interest  component  thereof  (whether  actual or  imputed)  that is not due and
payable, the aggregate of the following amounts, each calculated at such time in
accordance  with GAAP,  but  excluding,  for greater  certainty,  capital stock,
whether or not preferred, which is not referred to in clause (k) below:

                (a)  money   borrowed   (including   by  way  of  overdraft)  or
         indebtedness   represented   by  notes  payable  and  drafts   accepted
         representing extensions of credit;

                (b) the face  amount of all  bankers'  acceptances  and  similar
         instruments;

                (c) the amount of any  indemnity  or  reimbursement  obligations
         arising  from or relating to letters of credit,  letters of  guarantee,
         legally binding comfort letters, guarantees or security bonds issued on
         behalf of such Person;

                (d)  all  obligations  (whether  or  not  with  respect  to  the
         borrowing of money) that are evidenced by bonds,  debentures,  notes or
         other  similar  instruments,  whether or not any such  instruments  are
         convertible into capital, or that are not so evidenced,  but that would
         be considered by GAAP to be indebtedness for borrowed money;

                (e) all obligations  upon which interest charges are customarily
         paid by that Person (including purchase money obligations);

                (f) principal obligations as lessee under capital leases, all as
         determined in accordance with GAAP;

                (g) all obligations (contingent or otherwise) under any interest
         rate hedge agreements (after deducting the market value at such time of
         any   collateral  or  credit  support  posted  or  transferred  to  the
         applicable counterparty as security for such obligations);

                (h)  any  deferred  purchase  price  for  property  or  services
         purchased   (including   vendor   financing  in  connection   with  any
         investment, but excluding trade payables and other liabilities incurred
         in the ordinary course of business);

                (i) any  transfer of property or assets which has been made with
         recourse to the transferor or any obligation to repurchase any property
         or assets or to purchase  property or assets regardless of the delivery
         or non-delivery thereof;

                (j) any amount secured by an Lien;

                (k) any  obligation to purchase,  redeem or otherwise  retire or
         purchase for cancellation any shares of capital stock in such Person at
         the  option of the  holder  thereof,  including  any  obligation  to so
         purchase,  redeem or otherwise  retire or purchase for cancellation any
         shares of capital  stock  issuable  upon the exchange or  conversion of
         other shares; and

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                (l) any  contingent  obligation  incurred  for the purpose of or
         having the effect of providing financial  assistance to another entity,
         including,  any guarantee or indemnity  (other than by  endorsement  of
         negotiable instruments for collection or deposit in the ordinary course
         of business) in any manner of any part or all of an obligation included
         in items (a) through (k) above.

         1.33.  DEFAULT  means any event  which with the  passage of time or the
giving of notice or both will be an Event of Default.

         1.34. DEFAULT RATE has the meaning set forth in Section 2.7

         1.35.  DISCOUNTED CONTRACT BALANCE means, with respect to any Contract,
the then  current net present  value of the  remaining  payments  due under such
Contract,  which  amount  shall be  calculated  by  discounting  such  remaining
payments monthly at the related interest rate on such Contract.

         1.36.  E-FUND  AGREEMENT  means an E-Fund  Agreement  originated by the
Borrower to an Obligor for the purchase of a Vehicle,  substantially in the form
of Exhibit E hereto.

         1.37.  ELIGIBLE  CONTRACT  means a Contract  payable to Borrower  which
meets  all of the  following  requirements  at all  relevant  times,  including,
without limitation, at the time of presentation of each Borrowing Base Report:

                (A) arises from the financing or  refinancing by Borrower in the
         ordinary  course of  Borrower's  business of an  Obligor's  purchase or
         refinancing  of a  Vehicle  within  thirty  (30)  days  of any  date of
         determination;

                (B) with respect to each  Subprime  Contract,  complies with the
         Loan  Guidelines  of a  Contract  Purchaser  and  otherwise  should  be
         purchased  by a Contract  Purchaser  pursuant  to a  Contract  Purchase
         Agreement  within three (3) Business Days of receipt by Borrower of all
         documentation required under the Borrower's Dealer Agreement;

                (C) except in the case of a refinancing,  is subject to a Dealer
         Agreement  requiring each Dealer and Eligible  Non-Franchise  Dealer to
         supply  documentation  as set  forth  therein;  and in  the  case  of a
         refinancing,  is evidenced by a Note and Security  Agreement,  power of
         attorney   for  the   Borrower   and  draft   endorsed   by  the  prior
         lender/lienholder  acknowledging the release of its lien on the related
         Vehicle;

                (D)  has not  been  included  in the  Aggregate  Borrowing  Base
         calculation for more than ten (10) Business Days;

                (E)  represents a valid and binding  obligation  enforceable  in
         accordance  with its terms (except as  enforcement of such terms may be
         limited by  bankruptcy,  insolvency,  moratorium  or other similar laws
         affecting the rights of creditors generally and by equitable principles
         (regardless of whether such enforceability is in a proceeding in equity
         or  at  law))  for  the  amount  outstanding  thereof  without  offset,
         counterclaim or defense  (whether actual or alleged) and is not subject
         to rescission;

                (F) complies in all respects  with  applicable  Law,  including,
         without limitation,  usury, truth in lending and credit disclosure laws
         and regulations;

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                (G) is secured by a first priority security interest in and lien
         on the Financed  Vehicle and Lender has been  granted a first  priority
         perfected  Lien on  such  security  interest  of  Borrower  and a first
         priority  perfected  Lien on the  Contract and the Contract is free and
         clear of any liens or claims of any other Person;

                (H)  the   Obligor   thereon  is  not  subject  to  any  pending
         receivership,  insolvency  or  bankruptcy  proceeding  and the  related
         Financed Vehicle has not been repossessed;

                (I) the Obligor thereon is not an Affiliate of Borrower;

                (J) the Obligor  thereunder has a FICO score of at least 500 and
         has accepted  delivery of and is in possession of the Financed  Vehicle
         subject of the Contract  and such vehicle has not been  returned by the
         Obligor or repossessed by Borrower;

                (K)  the  first  payment  thereunder  is,  or  was,  due  within
         forty-five (45) days of the Contract's origination;

                (L) all payments thereunder are current;

                (M) the  terms and  provisions  thereof  have not been  amended,
         modified or extended;

                (N) shall not have been charged-off;

                (O) the Obligor has accepted  delivery of, and is in  possession
         of, the related Financed Vehicle and such Vehicle has not been returned
         by the Obligor to the related Dealer or Eligible Non-Franchise Dealer;

                (P) has  been  originated  in  compliance  with  the  Borrower's
         General Underwriting Criteria (attached hereto as Exhibit G); and

                (Q) complies with other  criteria  which Lender may establish at
         any time and from time to time, within its reasonable discretion.

         At the  discretion  of  Lender,  a Contract  may be deemed an  Eligible
Contract  pending  receipt  by Lender  of  documentation  required  by Lender to
determine  eligibility.  Lender  reserves  the right to  determine if a Contract
complies  with the  foregoing  criteria,  in its sole  discretion.  An  Eligible
Contract  shall  become  ineligible  at any  time at  which it fails to meet the
foregoing criteria.

         1.38.  ELIGIBLE  INVESTMENTS  means any of the following (a) negotiable
instruments or securities  represented by instruments in bearer or registered or
in book-entry form which evidence (i) obligations fully guaranteed by the United
States;  (ii) time deposits in, or bankers acceptances issued by, any depository
institution or trust company incorporated under the laws of the United States or
any state thereof and subject to supervision and examination by Federal or state
banking or depository institution  authorities;  PROVIDED,  HOWEVER, that at the
time of investment or contractual commitment to invest therein, the certificates
of  deposit  or  short-term  deposits,  if  any,  or  long-term  unsecured  debt
obligations  (other than such obligation  whose rating is based on collateral or
on the credit of a Person other than such  institution or trust company) of such
depository institution or trust company has a credit rating from Moody's and S&P
of at least "P-1" and "A-1+",  respectively,  in the case of the certificates of
deposit  or  short-term  deposits,  or a rating  not  lower  than one of the two
highest investment  categories granted by


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Moody's  and by S&P;  (iii)  certificates  of  deposit  having,  at the  time of
investment or contractual  commitment to invest  therein,  a rating from Moody's
and S&P of at least "P-1" and "A-1+", respectively; or (iv) investments in money
market funds rated in the highest  investment  category or otherwise approved in
writing by the applicable Rating Agencies; (b) demand deposits in any depository
institution or trust company  referred to in (a)(ii) above; (c) commercial paper
(having original or remaining maturities of no more than 31 days) having, at the
time of investment or contractual  commitment to invest therein, a credit rating
from Moody's and S&P of at least "P-1" and "A-1+", respectively;  (d) Eurodollar
time deposits  having a credit rating from Moody's and S&P of at least "P-1" and
"A-1+",  respectively;  and  (e)  repurchase  agreements  involving  any  of the
Eligible  Investments  described in clauses (a)(i),  (a)(iii) and (d) hereof, so
long  as the  other  party  to the  repurchase  agreement  has  at the  time  of
investment  therein, a rating from Moody's and S&P of at least "P-1" and "A-1+",
respectively.

         1.39.  ELIGIBLE  NON-FRANCHISE  DEALER has the meaning set forth in the
Credit Agreement.

         1.40. ERISA means the Employee  Retirement Income Security Act of 1974,
as amended, and the regulations promulgated and rulings issued thereunder.

         1.41.  ERISA AFFILIATE means any Person who for purposes of Title IV of
ERISA is a member of Borrower's  control  group,  or who is under common control
with Borrower, within the meaning of Section 414 of the Code and the regulations
promulgated and rulings issued thereunder.

         1.42.  EVENT OF DEFAULT  has the meaning set forth in Section 6 of this
Agreement and in any other Loan Documents.

         1.43.  FINANCED VEHICLE means, in respect of a Contract and the related
Receivable,  the Vehicle,  together with all  accessions  thereto,  securing the
related Obligor's  indebtedness in connection with such Contract and the related
Receivable.

         1.44. FINANCIAL REPORT CERTIFICATE means a certificate  containing such
certifications,  statements,  calculations,  explanations,  and  conclusions  as
Lender may require  concerning  compliance  with the Loan  Documents in form and
substance satisfactory to Lender, which is in the form of Exhibit B hereto.

         1.45.  FINANCIAL  STATEMENTS  means  balance  sheets,  profit  and loss
statements,  and  statements  of cash flows  prepared in  comparative  form with
respect to the corresponding period of the preceding fiscal year and prepared in
accordance with GAAP.

         1.46.  GAAP  means  all  applicable   generally   accepted   accounting
principles  of the  Accounting  Principles  Board of the  American  Institute of
Certified Public Accountants and the Financial  Accounting Standards Board which
are applicable as of the date of the Current Financials.

         1.47. GOVERNMENTAL AUTHORITY means any nation or government, any state,
county,  or city and any political  subdivision  of any of the foregoing and any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

         1.48. LNDEMNIFIED PARTY has the meaning set forth in Section 5.1(e).

         1.49. INDEMNITY MATTERS has the meaning set forth in Section 5.1(e).

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         1.50.  INTEREST PERIOD means,  initially,  the period  beginning on the
Closing  Date and  ending  on the last day of the  calendar  month in which  the
Closing Date occurs,  and  thereafter,  each calendar  month;  PROVIDED that the
final  Interest  Period shall mean the period  beginning on the first day of the
calendar month in which the Commitment Termination Date occurs and ending on the
Commitment Termination Date.

         1.51. LAW means all applicable statutes, laws, ordinances, regulations,
orders, writs, injunctions or decrees of any Governmental Authority.

         1.52.  LIBOR  means,  with  respect  to each  Interest  Period or other
specified time period  determined by the Lender,  the London  interbank  offered
rate for deposits in U.S.  dollars having a maturity of one month  commencing on
the first day of such Interest Period or other specified time period  determined
by the  Lender,  as such rate  appears  on  Telerate  Page 3750 as of 11:00 a.m.
(London time) on the applicable LIBOR  Determination Date. If such rate does not
appear on Telerate  Page 3750,  the rate for that day will be  determined on the
basis of the rates at which deposits in U. S. Dollars,  for such period and in a
principal amount of not less than $1,000,000, are offered at approximately 11:00
a.m. (London time) on such LIBOR Determination Date to prime banks in the London
Interbank  market by the Reference  Banks. The Lender will request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided,  the rate for that day will be the
arithmetic  mean of the  quotations.  If fewer than two quotations are provided,
the rate for that day will be the  arithmetic  mean of the rates quoted by major
banks in New York City, selected by the Lender, at approximately 11:00 a.m. (New
York City) time on such LIBOR Determination Date for loans in U.S. Dollars,  for
such period and in a principal  amount of not less than  $1,000,000,  to leading
European banks; PROVIDED that if the banks selected as aforesaid are not quoting
as  mentioned  in this  sentence,  LIBOR in effect for the  applicable  Interest
Period or other specified time period determined by the Lender will be the LIBOR
in effect  for the  previous  Interest  Period or other  specified  time  period
determined by the Lender;  and PROVIDED  FURTHER that if LIBOR in effect for the
previous Interest Period or other specified time period determined by the Lender
does not  adequately  and fairly  reflect  the cost to the Lender of funding its
Commitment,  LIBOR  in  effect  for the  applicable  Interest  Period  or  other
specified  time period  determined  by the Lender  shall  instead be the cost of
funds to the Lender of funding its  Commitment.  "Telerate  Page 3750" means the
display page so designated on the Dow Jones Telerate Service (or such other page
as may  replace  that  page  on  that  service  for the  purpose  of  displaying
comparable rates or prices).  "Reference Bank" means a leading bank: (a) engaged
in transactions in eurodollar deposits in the international eurocurrency market,
(b) not controlling, controlled by or under common control with the Borrower and
(c) having an established place of business in London.

         1.53.  LIBOR  DETERMINATION  DATE means,  with  respect to any Interest
Period,  the second London business day before the commencement of such Interest
Period.  For this  purpose,  a  "London  business  day"  means  any day on which
dealings in U.S. dollars are carried on in the London interbank market.

         1.54.  LIEN  means  any  mortgage,  debenture,  pledge,  lien,  charge,
assignment by way of security,  hypothecation  or security  interest  granted or
permitted by a Person or arising by operation of law, in respect of any Person's
property  or assets,  or any  consignment  or capital  lease of property by such
Person  as  consignee  or  lessee  or any  other  security  agreement,  trust or
arrangement, having the effect of security for the payment or performance of any
debt, liability or obligation.

         1.55. LITIGATION means any proceeding,  claim, lawsuit or investigation
conducted or threatened by or before any Governmental Authority.

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         1.56. LOAN DOCUMENT(S) means this Agreement, the Revolving Credit Note,
the  Security  Documents,   the  Warrant,  and  any  other  agreements,   notes,
guaranties,  certificates,  instruments or other documents delivered pursuant to
or therewith  as the same may be amended,  modified,  supplemented,  extended or
restated from time to time in accordance with their respective terms.

         1.57. LOAN GUIDELINES means the loan guidelines issued to Borrower by a
Contract Purchaser pursuant to which Borrower enters into or purchases and sells
Eligible Contracts.

         1.58.  MATERIAL  ADVERSE  CHANGE means,  in respect of any Person,  any
change having a Material  Adverse Effect on the business,  assets,  liabilities,
operations,  results of  operations,  condition  (financial  or other),  of such
Person,  or the ability of such Person to carry on its business or a significant
part of its business, or which would reasonably be expected to result in, or has
resulted in, a Material  Adverse Effect on the ability of such Person to perform
its obligations under the Loan Documents to which it is a party.

         1.59.  MATERIAL ADVERSE EFFECT means,  with respect to the Borrower,  a
material  adverse  effect on (i) the  financial  condition or  operations of the
Borrower or the ability of the  Borrower  to perform its  obligations  under any
Loan  Document,  (ii)  the  legality,  validity  or  enforceability  of any Loan
Document,  (iii)  the  Secured  Party's  security  interest  in  the  Collateral
generally  or in any  Contracts  or other  Collateral  such  that the  aggregate
Discounted Contract Balance of all the affected Contracts plus the face value of
all other affected  Collateral exceeds an aggregate amount of $250,000,  or (iv)
the collectibility of the Contracts  generally or of any Material Portion of the
Contracts.

         1.60.  MATERIAL  ASSETS  means any asset which has a book or  appraised
value of or is sold for consideration of $50,000 or more.

         1.61. MATERIAL PORTION means the aggregate  Discounted Contract Balance
of all affected  Contracts plus the face value of all other affected  Collateral
exceeds an aggregate amount of $250,000.

         1.62.  MAXIMUM RATE means the maximum rate or amount of interest  which
Lender is  allowed to  contract  for,  charge,  take,  reserve or receive  under
applicable Law.

         1.63. MOODY'S means Moody's Investors  Service,  Inc. and any successor
thereto.

         1.64.  MULTIEMPLOYER  PLAN  means a  multiemployer  plan as  defined in
Sections 3(37) or 4001(a)(3) of ERISA or Section 414 of the Code.

         1.65. NOTE AND SECURITY  AGREEMENT means a Note and Security  Agreement
originated  by the Borrower to an Obligor for the  refinancing  or purchase of a
Vehicle, substantially in the form of Exhibit F hereto.

         1.66.  OBLIGATIONS means (i) the obligation of Borrower for the due and
punctual  payment of the principal of and interest on the Revolving  Credit Note
when  due,  whether  at  maturity,  by  acceleration,  by  notice  of  voluntary
prepayment  or  otherwise,  (ii) all  other  obligations  and all  out-of-pocket
expenses and indemnities  now or hereafter  existing of Borrower to Lender under
this Agreement and all other Loan Documents,  (iii) all out-of-pocket  costs and
expenses,  now  or  hereafter  existing,  that  may be  incurred  by  Lender  in
connection  with  the  administration  (as set  forth  in  Section  5.1(i))  and
enforcement  of the Loan Documents or the  realization on the security  provided
for by the  Loan  Documents,  (iv)  the  obligations  of each  of the  pledgors,
debtors,  grantors,  mortgagors,  guarantors or


                                       9
<PAGE>


other  Person  obligated  to Lender  under the  Security  Documents  and (v) all
obligations of Borrower under Section 5.1(e).

         1.67.  OBLIGOR  means,  with  respect  to a  Contract  and the  related
Receivable,  the  consumer  and any other  Person who owes  payments  under such
Contract and the related Receivable in respect of the purchase or refinancing of
a Financed Vehicle or such Contract and the related Receivable.

         1.68.  OFFICER means any of the Chairman of the Board,  the  President,
the Vice Chairman of the Board, an Executive Vice President, any Vice President,
a  Treasurer,  Assistant  Treasurer,  Secretary  or  Assistant  Secretary of the
Borrower.

         1.69.  ORGANIZATION DOCUMENTS means, with respect to any corporation or
company, its articles of incorporation, organization, formation or other similar
document and its by-laws,  operating agreement or other similar document, all as
amended, supplemented and otherwise modified from time to time.

         1.70. PERMITTED LIENS has the meaning set forth in Section 4.13.

         1.71.  PERSON  means any  individual,  corporation,  limited  liability
company, estate, partnership,  joint venture, association,  joint stock company,
trust  (including  any  beneficiary  thereof),  unincorporated  organization  or
government or any agency or political subdivision thereof.

         1.72.  PLAN  means any  employee  pension  benefit  plan as  defined in
Section  3(2) of  ERISA  that is  covered  by Title  IV of  ERISA  (including  a
Multiemployer  Plan) or subject to the minimum funding  standards of Section 412
of the Code which is or has been maintained for the employees of Borrower or any
ERISA Affiliate.

         1.73.  PRIME CONTRACT means any Contract with an Obligor who has a FICO
score at the time of origination of such Contract equal to or greater than 640.

         1.74. RATING AGENCIES means, Moody's and S&P.

         1.75.  RECEIVABLE  means,  any Contract  owned by the Borrower,  and in
respect  of any such  Contract,  all  amounts  payable by the  related  Obligor,
including,  without  limitation,  all rights to payments on account of principal
and interest  together with all payment  obligations  thereunder  and all moneys
received thereon and the security interest in the related Financed Vehicle.

         1.76. REVOLVING CREDIT LOANS has the meaning set forth in Section 2.l.

         1.77. REVOLVING CREDIT NOTE has the meaning set forth in Section 2.3.

         1.78. REVOLVING RATE has the meaning set forth in Section 2.5.

         1.79. RIGHT means,  with respect to any Person,  any rights,  remedies,
powers, privileges and/or benefits of such Person whether at law or in equity.

         1.80. S&P means Standard & Poor's Ratings  Services,  a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

                                       10
<PAGE>


         1.81. SECURITIES ACCOUNT CONTROL AGREEMENT means the Securities Account
Control  Agreement,  dated as of June 14, 2002, among the Borrower,  the Secured
Party  and  Bank  One,  NA,  as  securities  intermediary,  as the  same  may be
supplemented, amended or otherwise modified from time to time in accordance with
its terms.

         1.82.  SECURITIZATION  means  the  issuance  and  sale of  asset-backed
securities  secured  directly  or  indirectly  by  all  or  any  portion  of the
Collateral  pledged to the Lender  pursuant to the Auto Fund Security  Agreement
and the other Credit Documents.

         1.83.  SECURITY  AGREEMENT means that certain security agreement by and
between  Borrower  and the Lender in form and content  acceptable  to Lender and
Borrower as the same may be amended,  supplemented,  or otherwise  modified from
time to time in accordance with its terms.

         1.84.  SECURITY DOCUMENTS means (i) the Security Agreement and (ii) all
other  documents,  certificates  and  instruments  from time to time securing or
guaranteeing the Obligations, in each case as the same may be amended, modified,
restated, supplemented, renewed, extended, substituted for or replaced from time
to time in accordance with their respective terms.

         1.85.  SECURITY  INTEREST means the security  interest  granted and the
pledge and assignment made under Section III of the Security Agreement.

         1.86. SUBSIDIARY means, with respect to any Person, any other Person of
which at least a majority of the securities or other ownership  interests having
by the terms thereof  ordinary  voting power to elect a majority of the board of
directors or other Persons  performing  similar  functions of such  corporation,
partnership  or  other  entity  (irrespective  of  whether  or not  at the  time
securities  or other  ownership  interests of any other class or classes of such
corporation,  partnership  or other  entity shall have voting power by reason of
the happening of any contingency) is at the time directly or indirectly owned or
controlled by such Person or one or more  Subsidiaries of such Person or by such
Person and one or more Subsidiaries of such Person.

         1.87.  SUBPRIME  CONTRACT  means any Contract with an Obligor who has a
FICO score at the time of origination of such Contract from and including 500 to
and including 639. For the avoidance of doubt,  the term "Subprime  Contract" as
used herein shall not include any Contract  with an Obligor who has a FICO score
of below 500.

         1.88.  TANGIBLE NET WORTH means,  with respect to the  Borrower,  total
assets  minus all  indebtedness,  obligations  or  liabilities  of the  Borrower
(excluding  indebtedness,  obligations or liabilities  which are subordinated to
the Obligations,) all determined in accordance with GAAP; PROVIDED, HOWEVER, for
purposes of any  computation  of Tangible Net Worth,  "assets" shall not include
(i) goodwill (whether  representing the excess of cost over book value of assets
acquired or otherwise), (ii) patents,  trademarks,  trade names, copyrights, and
franchises, (iii) Debt owed by any Affiliate of the Borrower, and (iv) all other
similar assets which would be classified as intangible assets under GAAP.

         1.89.  TAXES  means all  taxes,  assessments,  fees,  levies,  imposts,
duties, deductions, withholdings, or other charges of any nature whatsoever from
time to time or at any time imposed by any Law or Governmental Authority.

         1.90.  UCC  means  the  Uniform  Commercial  Code as in  effect  in the
relevant jurisdiction, as amended from time to time.

                                       11
<PAGE>


         1.91. UNUSED LINE FEE has the meaning set forth in Section 2.14.

         1.92. VEHICLE means a new or used passenger  automobile,  sport utility
vehicle,  light-duty  truck, van or minivan which has been purchased or financed
by an Obligor pursuant to the provisions of a Contract.

         1.93.  WARRANT  means the Stock  Purchase  Warrant to purchase  800,000
shares of common stock of the Borrower issued in favor of Merrill Lynch Mortgage
Capital Inc.

SECTION 2.  REVOLVING CREDIT FACILITY.

         2.1. REVOLVING CREDIT  COMMITMENT.  Subject to and in reliance upon the
terms,  conditions,  representations and warranties contained in this Agreement,
Lender agrees to make revolving credit loans to Borrower in one or more advances
(the "Revolving  Credit Loans") so long as the aggregate of the Revolving Credit
Loans  outstanding  never  exceeds  the  lesser  of (a) an  amount  equal to the
Aggregate Borrowing Base or (b) the Commitment.  Lender shall have no obligation
to make any  Revolving  Credit  Loan on a  non-Business  Day or on or after  the
Commitment  Termination Date; PROVIDED that Borrower's  Obligations and Lender's
Rights under the Loan  Documents  shall  continue in full force and effect until
the  Obligations are paid and performed in full.  During the Commitment  Period,
Borrower may borrow,  repay and reborrow the Revolving  Credit Loans in whole or
part, all in accordance with terms and conditions of this Agreement.

         2.2.   BORROWING   PROCEDURE;   DISBURSEMENT.   Subject  to  the  prior
satisfaction  of all  conditions  precedent  stipulated  in  Section  3 of  this
Agreement,  each  Revolving  Credit Loan shall be made on Borrower's  notice (by
facsimile  or an  electronic  format  acceptable  to the Lender)  (the  "Advance
Request") to Lender  requesting  an advance in a minimum  amount of Five Hundred
Thousand  Dollars  ($500,000) on a certain date (the "Borrowing  Date") together
with a Borrowing Base Report. Each Advance Request shall be in substantially the
form attached hereto as Exhibit H, which form shall,  at a minimum,  include the
draft  number,  obligor  name,  FICO score,  amount,  note rate,  term,  monthly
payment,  Contract Purchaser,  loan number and funding date for each draft being
funded, and a statement that, as of the date of such Advance Request, all of the
representations  and  warranties  contained in the Loan  Documents  are true and
correct,  and must be received by Lender no later than 1:00 PM, Eastern Time, on
the Business Day of the Borrowing Date.

         2.3.  REVOLVING  CREDIT  NOTE.  All  Revolving  Credit  Loans  shall be
evidenced by one (1) promissory note executed by Borrower,  substantially in the
form of Exhibit A attached hereto (the "Revolving Credit Note"),  payable to the
order of Lender,  representing  the  obligation of Borrower to pay the aggregate
unpaid principal  amount of all Revolving Credit Loans made by Lender,  together
with interest thereon as prescribed by this Agreement.

         2.4.  MANNER OF  PAYMENTS.  All  payments  made by  Borrower  to Lender
hereunder on account of  principal,  interest or otherwise  shall be received by
Lender  on each  related  due date not  later  than 3:00 PM,  Eastern  Time,  in
Lender's account with Bankers Trust Company (account number 008-12-914,  ABA No.
021-001-033, Re: MLMCI Matched, Attn: Bryan Gallagher) or at such other place as
Lender shall direct, in immediately  available United States funds. Any payments
made by  Borrower  to Lender by mail shall not be  effective  until  received by
Lender as set forth in this Section  2.4. If any payment by Borrower  under this
Agreement  or the  Revolving  Credit  Note is to be made on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such  extension of

                                       12
<PAGE>


time will in such case be included in computing interest in connection with such
payment.  All  payments  shall be made by Borrower to Lender  without  offset or
other reduction.

         2.5. INTEREST.  The Revolving Credit Loans shall bear interest from day
to day at a rate (the "Revolving  Rate") per annum which shall, from day to day,
be (A) with respect to all outstanding  Revolving Credit Loans made with respect
to Subprime Contracts then comprising part of the Aggregate  Borrowing Base, the
lesser of (i) the  Maximum  Rate and (ii) LIBOR then in effect  plus two percent
(2%), and (B) with respect to all outstanding  Revolving  Credit Loans made with
respect to Prime Contracts then comprising part of the Aggregate Borrowing Base,
the  lesser of (i) the  Maximum  Rate and (ii)  LIBOR  then in  effect  plus one
percent (1%).

         Accrued and unpaid  interest  on the  Revolving  Credit  Loans for each
month (or any shorter  period) shall be payable monthly in arrears no later than
the second (2nd) calendar day of the  immediately  succeeding  month, or if such
day  is  not a  Business  Day,  on  the  immediately  succeeding  Business  Day,
commencing on the first such date to occur after the date of this  Agreement and
continuing  regularly and monthly thereafter until the Obligations  evidenced by
the Revolving Credit Note are paid in full; and,  interest shall also be paid on
the Commitment  Termination Date (whether at stated maturity, by acceleration or
otherwise) and, after the Commitment Termination Date, on demand.

         2.6. COMPUTATION OF INTEREST.

               (A) Interest on the Revolving  Credit Note shall be calculated on
the basis of actual days elapsed, and computed on a year consisting of 360 days,
subject to the  provisions  of Section 8.16 below.  Further,  for the purpose of
computing interest, all items of payment in immediately available funds received
by Lender shall be applied by Lender against the Obligations on the Business Day
such payment is received,  and (subject to final payment of all drafts and other
items) any other items of payment  received by Lender shall be applied by Lender
against  the  Obligations  on  the  second  Business  Day  after  receipt.   The
determination of when a payment is received by Lender will be made in accordance
with Section 2.4. Each  determination  of an interest rate by Lender pursuant to
any provision of this Agreement shall be presumptively conclusive and binding on
Borrower in the absence of manifest error,  subject,  however, to the provisions
of Section 8.16 below.

               (B)  Notwithstanding  anything to the  contrary in the  Revolving
Credit Note or herein  contained,  in the event that the  Revolving  Rate should
ever exceed the Maximum Rate,  thereby  causing the interest  accruing on any of
the  indebtedness  evidenced by the Revolving  Credit Note to be limited to such
Maximum Rate,  then any subsequent  reduction in LIBOR shall not reduce the rate
of interest  charged  hereunder below the Maximum Rate until the total amount of
interest accrued on such indebtedness  equals the amount of interest which would
have accrued on such  indebtedness  if the Revolving  Rate had been in effect at
all times in the period during which the rate charged thereon was limited to the
Maximum Rate.

         2.7.  DEFAULT RATE. At Lender's  option and to the extent  permitted by
applicable Law and this Agreement,  all past due Obligations shall bear interest
from maturity (whether at stated maturity,  by acceleration or otherwise) at the
Revolving Rate then in effect plus two percent (2%) ("Default Rate")  (PROVIDED,
HOWEVER,  the  Default  Rate shall never  exceed the  Maximum  Rate) until paid,
regardless of whether such payment is made before or after entry of a judgment.

         2.8. PRINCIPAL PAYMENTS.  Any unpaid principal balance of the Revolving
Credit Note and any accrued and unpaid  interest shall be due and payable on the
Commitment Termination Date.

                                       13
<PAGE>


         2.9.  MANDATORY  PAYMENT OF  REVOLVING  CREDIT  LOANS.  Borrower  shall
establish  the  Collection  Account with a financial  institution  acceptable to
Lender and shall deposit or cause to be deposited  into the  Collection  Account
all proceeds  from the sale of Contracts to Contract  Purchasers  or  otherwise,
received by Borrower on a daily basis, which funds shall be applied by Lender on
a daily basis to the  Obligations of Borrower  hereunder in the order and manner
as Lender deems  appropriate.  Borrower shall also  establish the  Concentration
Account,  the  Collection  Sweep  Investment  Account,  the ACH  Account and the
Checking Account with a financial institution  acceptable to Lender. Each of the
Collection  Account,   the  Concentration   Account  and  the  Collection  Sweep
Investment Account shall be subject to the Securities Account Control Agreement;
and funds  deposited in each such account  shall be deemed to be the property of
Lender and Borrower shall have no right to make withdrawals from such account or
otherwise have access to funds  deposited  into such accounts  without the prior
consent of the Lender.

         If, at any time during the Commitment  Period, (i) the unpaid principal
balance  of the  Revolving  Credit  Note  shall  exceed  the  lesser  of (a) the
Aggregate   Borrowing  Base,  and  (b)  the  Commitment,   then  Borrower  shall
immediately repay,  without premium or penalty, the Revolving Credit Loans in an
amount equal to such excess, along with accrued unpaid interest on the amount so
repaid to the date of such repayment.

         2.10. CANCELLATION OF COMMITMENT. The Commitment shall, at the election
of Lender, terminate upon the occurrence and continuance of an Event of Default;
PROVIDED,  HOWEVER,  that the Commitment shall automatically  terminate upon the
occurrence  of an Event of Default  pursuant to Section  6.4(a)  through (f) and
Section 6.4(i) (with respect to Section 6.4(a) through (f) inclusive).  Borrower
may  terminate  the  Commitment  and this  Agreement  in its  entirety by giving
written notice of such termination to Lender no less than twenty (20) days prior
to the designated  termination date, and on the designated termination date, all
of the Obligations shall become due and payable in immediately available funds.

         2.11.  VOLUNTARY  PRINCIPAL   PREPAYMENTS.   Prior  to  the  Commitment
Termination  Date, the Revolving Credit Loans may be prepaid in whole or in part
at any time. Subject to the conditions of this Agreement, amounts so prepaid may
be reborrowed hereunder, and this Agreement shall not be deemed to be terminated
or canceled prior to the  expiration or  termination  of Lender's  commitment to
lend hereunder  solely because the  Obligations may from time to time be paid in
full.

         2.12.  ORDER OF  APPLICATION.  At any time,  including  any time during
which a Default or Event of Default has occurred and is continuing, all payments
and prepayments of the Obligations,  including proceeds from the exercise of any
Rights under the Loan Documents shall be applied to the Obligations in the order
and manner as Lender deems appropriate.

         2.13. USE OF PROCEEDS. Borrower shall use the proceeds of the Revolving
Credit  Loans to finance the working  capital  needs of Borrower  arising in the
ordinary  course of business.  All loan proceeds  shall be used by Borrower only
for legal and proper purposes (duly  authorized by its governing body) which are
consistent  with all applicable  Laws. The foregoing  notwithstanding,  Borrower
shall not use any proceeds of the Revolving  Credit Loans directly or indirectly
to purchase ineligible  securities,  as defined by applicable regulations of the
Federal  Reserve  Board,  underwritten  by any  affiliate  of Lender  during the
underwriting period and for thirty (30) days thereafter.

         2.14.  UNUSED LINE FEE. Borrower shall pay to Lender an Unused Line Fee
equal to one-half of one percent (0.50%) per annum on the excess, if any, of the
Commitment  over the average daily loan

                                       14
<PAGE>


balance of the Revolving  Loan ("Unused Line Fee").  The Unused Line Fee will be
in  addition  to the  interest  charge  provided  for herein and will be payable
monthly in  arrears.  The  Unused  Line Fee will be  calculated  on the basis of
actual days elapsed, but computed as if each year consisted of three hundred and
sixty (360) days.

         2.15.  WARRANT.  In further  consideration  of the Lender's  Commitment
hereunder,  on the Closing Date, the Borrower shall deliver an original executed
copy, in form and substance satisfactory to the Lender, of the Warrant.

SECTION 3.     CONDITIONS PRECEDENT.

         3.1.  INITIAL  LOANS.  Lender will not be obligated to make the initial
Revolving  Credit  Loan unless it has  received  all of the items  described  on
Schedule 3.1 in form and substance  satisfactory to Lender and its legal counsel
and unless  Borrower has complied with all the conditions and terms described on
Schedule 3.1 to the satisfaction of Lender and its legal counsel.

         3.2. EACH LOAN.  In addition,  Lender will not be obligated to make any
Revolving Credit Loan unless:

               (A) Lender has  received an Advance  Request with respect to such
proposed  Revolving Credit Loan together with the information and  documentation
required by Section 5.3(c) of this Agreement and each statement or certification
made by  Borrower  in the  Advance  Request  shall  be true and  correct  in all
material respects on the Borrowing Date;

               (B)  At  the  time  of  each   Revolving   Credit  Loan  (i)  the
representations  and  warranties  made in the Loan  Documents  shall be true and
correct as of such date,  (ii) the Borrower  shall be in compliance  with all of
its  covenants  under the Loan  Documents  and (iii)  neither  any change in the
financial  condition or prospect of Borrower which could have a Material Adverse
Effect  nor any  Default or Event of Default  shall have  occurred  and shall be
continuing, or would result from the making of the Revolving Credit Loan;

               (C) The making of each Revolving Credit Loan is permitted by Law;

               (D) All  conditions  related  to any  Revolving  Credit  Loan are
satisfactory  to Lender and its counsel,  and, if requested by Lender,  Borrower
shall have  delivered to Lender  evidence  substantiating  any of the conditions
contained in this  Agreement  which are necessary to enable  Borrower to qualify
for any Revolving Credit Loan;

               (E) [Reserved];

               (F) In the reasonable  opinion of the Lender, no Material Adverse
Change shall have occurred with respect to the Borrower;

               (G) In the  reasonable  opinion of the  Lender,  no change in the
Borrower's General Underwriting Criteria, which has a Material Adverse Effect on
the interests of the Lender under any of the Loan Documents, shall have occurred
prior to the date of the applicable Advance Request;

               (H) [Reserved];

                                       15
<PAGE>


               (I)  Borrower  shall have paid to the Lender any Unused  Line Fee
then due pursuant to Section 2.14 hereof;

               (J) Borrower shall have delivered to Lender an acknowledgement of
lien or a release and discharge,  in form and substance  satisfactory to Lender,
from each Person  (including,  without  limitation,  (i) a release and discharge
from  Bank  One,  NA ("Bank  One")  pursuant  to the  Master  Loan and  Security
Agreement  between  Bank One and the  Borrower  dated as of  April 2,  2001,  as
amended,  (ii) an acknowledgement of lien from AmeriCredit  Financial  Services,
Inc.  ("AmeriCredit")  pursuant  to an Auto  Loan  Purchase  and Sale  Agreement
between  AmeriCredit and the Borrower dated as of June 5, 2000, as amended,  and
(iii) an  acknowledgement  of lien from E*TRADE Bank  ("E*TRADE")  pursuant to a
Flow  Purchase and Sale  Agreement  (Refinance  Loans)  between  E*TRADE and the
Borrower  dated as of December 18, 2001,  and a Flow Purchase and Sale Agreement
(New  Originations)  between  E*TRADE and the  Borrower  dated as of January 23,
2002, as amended) with any Lien,  except for the Permitted Liens in favor of the
Lender only,  on any of the  Contracts or the  Collateral  pledged to the Lender
pursuant to this Agreement,  the Security  Agreement or any other Loan Document;
and

               (K) such other items as the Lender may reasonably request.

         The delivery of an Advance  Request by Borrower and the  acceptance  by
Borrower  of the  proceeds  of any  Loan  hereunder  shall  each  be  deemed  to
constitute a representation and warranty by Borrower as to the matters specified
in this Section 3.2.

         3.3.  WAIVER OF  CONDITIONS.  Lender  may,  at its  election,  make any
Revolving Credit Loan without all conditions being satisfied, but this shall not
be deemed to be a waiver of the requirement  that each such condition  precedent
be satisfied as a prerequisite for any subsequent  Revolving Credit Loan, unless
Lender specifically waives each such item in writing.

SECTION 4.     REPRESENTATIONS AND WARRANTIES.

         Borrower represents and warrants to Lender as follows:

         4.1.  ORGANIZATION  AND  POWERS.  Borrower  (i) is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  (ii) has all  requisite  power and  authority to own its property and
assets and to carry on its  business  as now  conducted  and as  proposed  to be
conducted,  (iii) is qualified to do business in every  jurisdiction  where such
qualification  is necessary  (except where the failure to be so qualified  could
not  individually  or in the  aggregate  have a Material  Adverse  Effect on the
Collateral or the business or condition (financial or otherwise) of the Borrower
or, so long as a Material Portion is not affected,  impair the enforceability of
any Contracts or other Collateral pledged to the Lender), (iv) has the power and
authority to execute,  deliver and perform each Loan  Document to which it is or
will be a party,  and (v) has  taken  all  action  necessary  to  authorize  the
execution, delivery and performance of the Loan Documents to which it is or will
be a party.

         4.2. VALIDITY AND BINDING NATURE. This Agreement has been duly executed
and delivered by Borrower and is, and each other Loan Document when executed and
delivered by Borrower will be, a legal, valid and binding obligation of Borrower
enforceable  against it in  accordance  with its terms  (except  as  enforcement
thereof may be limited by bankruptcy, reorganization,  insolvency, moratorium or
other  laws  affecting  the  enforcement  of  creditors'  rights  generally  and
equitable  principles relating to or affecting  enforcement of creditors' rights
generally or relief of debtors generally).

                                       16
<PAGE>


         4.3. COMPLIANCE WITH LAWS AND DOCUMENTS.  Borrower is not, nor will the
execution,  delivery and the performance of and compliance with the terms of the
Loan  Documents  cause Borrower to be, in violation of any Laws or its bylaws or
certificate of incorporation (as each may be amended).  The execution,  delivery
and the  performance of and compliance  with the terms of the Loan Documents are
not inconsistent with, and will not conflict with or result in any breach of, or
constitute a default under,  or result in the creation or imposition of any Lien
(except in favor of the Lender,  pursuant to the Loan Documents) upon any of the
property,  assets  or  revenues  of  Borrower  pursuant  to the  terms  of,  any
indenture, mortgage, lease, deed of trust, agreement, contract instrument or Law
to which Borrower is a party or by which Borrower or any of Borrower's property,
assets or revenue is bound or to which it is subject.

         4.4. PRIOR NAMES. Except as disclosed on Schedule 4.4, in the last five
years,  Borrower has not transacted  business under any other corporate or trade
name, been a party to any merger,  combination, or consolidation or acquired all
or substantially all of the assets of any Person.

         4.5.  RELATIONSHIP  WITH  LENDER.  No Person  who may be deemed to have
"control"  of Borrower is an  "executive  officer,"  "director,"  or  "principal
shareholder" of Lender or any  correspondent of Lender, as such quoted terms are
defined  in  Section  215.2 of  Regulation  0 of the Board of  Governors  of the
Federal Reserve System, as amended.

         4.6.  FINANCIAL  STATEMENTS.  The Current  Financials  were prepared in
accordance  with GAAP and present fairly the financial  condition and the result
of  operations  of Borrower as of, and for the portion of the fiscal year ending
on, the date or dates  thereof.  All material  liabilities  (direct or indirect,
fixed  or  contingent)  of  Borrower  as of the  date or  dates  of the  Current
Financials are reflected  therein or in the notes  thereto.  Between the date or
dates of the Current Financials and the date hereof,  there has been no material
adverse change in the financial condition of Borrower, nor has Borrower incurred
any material liability (direct or indirect, fixed or contingent).

         4.7. REGISTRATIONS AND LICENSES.  Borrower possesses adequate authority
and licenses including, without limitation, licenses and registrations necessary
to Eligible  Contracts  and to continue  to conduct  its  business as  presently
conducted  (except where the failure to have such  authority and licenses  would
not  individually  or in the  aggregate  have a Material  Adverse  Effect on the
Collateral or the business or condition (financial or otherwise) of the Borrower
or, so long as a Material Portion is not affected,  impair the enforceability of
any Contracts or other Collateral pledged to the Lender).

         4.8.  LITIGATION.  There are no proceedings or investigations  pending,
or, to the Borrower's  knowledge,  threatened before any Governmental  Authority
having  jurisdiction  over the  Borrower  or its  property:  (A)  asserting  the
invalidity of this Agreement or any other Loan Agreement, (B) seeking to prevent
the  consummation of any of the  transactions  contemplated by this Agreement or
any other Loan Agreement,  or (C) seeking any determination or ruling that might
have a Material Adverse Effect; in addition, except for the Litigation described
on Schedule  4.8,  Borrower is not  involved  in, nor is Borrower  aware of, any
Litigation  involving Borrower  involving amounts in excess of $25,000,  nor are
there  any  outstanding  or  unpaid  judgments  against  Borrower.  None  of the
Litigation described on Schedule 4.8 could, collectively or individually, have a
Material Adverse Effect if determined adversely against Borrower.

         4.9.  TAXES.  All tax returns  and  reports of Borrower  required to be
filed have been filed,  and all Taxes  imposed upon  Borrower  which are due and
payable have been paid, other than Taxes being contested in good faith for which
the criteria for  Permitted  Liens have been  satisfied as set forth on

                                       17
<PAGE>


Schedule 4.13; PROVIDED, HOWEVER, that the Borrower shall not be in violation of
this  covenant if Taxes have not been paid,  and/or tax returns and reports have
not been filed,  with  respect to Taxes not  exceeding  an  aggregate  amount of
$250,000.

         4.10.  GOVERNMENT  REGULATION.  Neither  Borrower  nor any  transaction
contemplated hereunder is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Investment  Company Act of 1940,
the  Interstate  Commerce Act (as any of the preceding  acts have been amended),
any regulations  promulgated by the Office of Foreign Assets Control as codified
in Chapter V of 31 C.F.R.,  or any other Law (other than Regulation T, U or X of
the Board of  Governors  of the Federal  Reserve  System)  which  regulates  the
incurrence of Debt.

         4.11.  EMPLOYEE BENEFIT PLANS.  Borrower does not currently  sponsor or
contribute  to, nor has any contract or other  obligation  to contribute to (nor
has  Borrower  in  the  preceding  sixty  (60)  calendar  months   sponsored  or
contributed to, or contracted to or become otherwise obligated to contribute to)
any Plan or any Multiemployer Plan, except as set forth on Schedule 4.11.

         4.12.  PURPOSE OF LOAN. The proceeds of the Revolving Credit Loans will
be used only for the  purposes  set forth in Section  2.13 and shall not be used
(a) to purchase or carry any "Margin  Stock" (within the meaning of Regulation U
of the Board of Governors of the Federal Reserve System), or (b) for any purpose
in violation of Regulations T, U or X of said Board of Governors.

         4.13.  PROPERTIES;  LIENS; DEBT. Borrower has good and marketable title
to all of its  property.  Except for Liens  permitted  by Lender to be listed on
Schedule  4.13 and the Liens in favor of Lender  (collectively,  the  "Permitted
Liens"),  there is no Lien on any of Borrower's property or income. In addition,
none of the  Permitted  Liens,  other than those  Liens in favor of Lender,  and
including,  without  limitation,  the  Liens of GMAC Bank or  Greenwich  Capital
Financial Products,  Inc. (as set forth in Schedule 4.13), are Liens against any
of the  Contracts  or the  Collateral  pledged  to the Lender  pursuant  to this
Agreement, the Security Agreement or any other Loan Document.

         4.14.  MATERIAL  AGREEMENTS.  Borrower is not, nor will the  execution,
delivery and  performance of and compliance with the terms of the Loan Documents
cause Borrower to be, in default (nor has any potential  default occurred) under
any  material  agreement,  document or  instrument  other than such  defaults or
potential  defaults  which  could not,  individually  or  collectively,  cause a
Material Adverse Effect.

         4.15.  NO  CONSENTS.  No order,  consent,  approval,  license,  permit,
waiver,  exemption,  authorization of or validation of, or filing,  recording or
registration  with  (except  as  heretofore  have been  obtained  or  made),  or
exemption by, any Person is required to authorize,  or is required in connection
with, the execution, delivery, performance,  legality, validity, binding effect,
or enforceability of the Loan Documents.

         4.16.  SUBSIDIARIES  AND  AFFILIATES.  Borrower has no  Subsidiaries or
Affiliates other than as disclosed on Schedule 4.16 below.

         4.17. CAPITALIZATION AND CONTROL. The capitalization of Borrower as set
forth on Schedule 4.17 is true, correct and, as of March 15, 2002, complete. All
of the issued and outstanding stock of Borrower has been duly and validly issued
in  accordance  with  Borrower's  organizational  documents  and all  applicable
requirements of law and is fully paid and  nonassessable.  There are no options,
rights,  calls,

                                       18
<PAGE>


commitments,  plans,  contracts or other agreements  granted or issued regarding
the stock of  Borrower  and none are  authorized,  except the Warrant and as set
forth in Schedule 4.17.

         4.18. GENERAL. To the best of Borrower's knowledge,  there are no facts
or  conditions  relating to the Loan  Documents,  any of the  Collateral  or the
financial  condition  and  business of Borrower  which  would,  individually  or
collectively,  cause a Material  Adverse Effect and which have not been revealed
in writing  to  Lender.  All  writings  heretofore  or  hereafter  exhibited  or
delivered  to Lender by or on behalf of Borrower  are and will be genuine and in
all  respects  what they purport and appear to be. No  information  furnished to
Lender by or on behalf of Borrower contains any material misstatement of fact or
omits to state any fact  necessary to make the  statements  contained  herein or
therein,  in light of the  circumstances in which they were made, not misleading
which would result in a Material Adverse Effect.

         4.19. CONTRACT PURCHASE AGREEMENTS.  EXHIBIT C hereto represents a list
of all of Borrower's Contract Purchase  Agreements;  such agreements are in full
force and effect; and, Borrower is not in default under any such agreement.

         4.20.  FORMS  OF  AGREEMENTS.  Each of the  Dealer  Agreements,  E-Fund
Agreements  and  Note  and  Security  Agreements  actually  entered  into by the
Borrower is in  substantially  the form attached  hereto as Exhibit D, Exhibit E
and Exhibit F, respectively, and any changes therefrom related to any particular
Contract are not adverse to the Lender.

         4.21.   SUBSEQUENT   AFFIRMATIONS.   Affirmations   of  the   foregoing
Representations and Warranties  subsequent to the Closing Date shall be based on
information  delivered  to  Lender  by  Borrower  as of  the  Closing  Date  (or
subsequent  information delivered by Borrower in compliance with Section 5.1(j),
if any,) and Financial  Statements to be supplied by Borrower  subsequent to the
Closing Date in compliance with Sections 5.3(a), 5.3(b) and 5.3(c).

         4.22.  ACCOUNTS.  Each of the  Collection  Account,  the  Concentration
Account,  the Collection Sweep Investment Account, the ACH Account, the Checking
Account, and any amounts or other property deposited therein are not subject to,
and are free and clear of, any Liens, except for Permitted Liens in favor of the
Lender only.

         4.23. ORGANIZATION. The jurisdiction of organization of the Borrower is
situated  in  the  State  of  Delaware  and  the   Borrower  is  a   "registered
organization"  within  the  meaning of Article 9 of the  Delaware  UCC;  and the
principal  place of business  and chief  executive  office of the  Borrower  are
situated in the State of California.

         4.24.  COMPLIANCE WITH 1940 ACT. The Borrower is neither an "investment
company"  nor a company  "controlled"  by an  "investment  company"  within  the
meaning of the Investment  Company Act of 1940, as amended from time to time, or
any successor statute.

         4.25.  PARTNERSHIPS;  JOINT VENTURES.  The Borrower is not a partner or
joint venturer in any partnership or joint venture.

         4.26.  DEFAULT;  EVENT OF  DEFAULT.  No Default or Event of Default has
occurred and is continuing.



                                       19
<PAGE>


         4.27.  OWNERSHIP  OF  TRADEMARKS.   Borrower  possesses  and  owns  all
necessary trademarks, trade name, copyrights, patents, patent rights, franchises
and  licenses  which  are  material  to the  conduct  of its  businesses  as now
operated.

         4.28.  ELIGIBILITY.  Each  Contract  that forms part of the  Collateral
pledged to the Lender is an Eligible Contract.

         4.29. OTHER. All of the representations and warranties made in the Loan
Documents shall be true and correct as of each Borrowing Date.

         4.30. [RESERVED]

         4.31. ADVANCE REQUEST;  BORROWING BASE REPORT. Each Advance Request and
Borrowing  Base Report which has been  furnished to the Lender  pursuant to this
Agreement  was accurate  and  complete in all  material  respects on the date of
delivery thereof to the Lender.

SECTION 5.    COVENANTS.

         5.1. AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender,
so long as this  Agreement  shall  remain  in  effect  and the  principal  of or
interest on the Revolving Credit Note, or any other Obligation, shall be unpaid,
as follows:

         5.1(A) COMPLIANCE WITH LAW;  MAINTENANCE OF PROPERTIES.  Borrower shall
do or cause to be done all things  necessary  (i) to  preserve  and keep in full
force and effect at all times its existence as a company in good standing (and a
"registered  organization")  under  the laws of the  State of  Delaware  and its
rights,  licenses  and  franchises,  (ii) to continue  to conduct  its  business
substantially  as now  proposed  to be  conducted,  (iii)  to  comply  with  all
applicable  Laws, the violation of which might have a Material Adverse Effect on
the operations of Borrower or the  Collateral,  (iv) to preserve all property in
use or useful in the conduct of its  business  and keep the same in good repair,
working order and condition and from time to time make, or cause to be made, all
necessary  and  proper  repairs,  renewals  and  replacements,   betterment  and
improvements  thereto so its business carried on in connection  therewith may be
properly and advantageously  conducted at all times. Failure to comply with this
provision may be cured by Borrower within thirty (30) days of such failure;  and
upon such timely cure, Borrower shall be in compliance with this provision.

         5.1(B)  INSURANCE.   Borrower  shall  maintain   comprehensive  general
liability  and public  liability  insurance  and such other  types of  insurance
reasonably  requested  by  Lender,  all such  insurance  to be  maintained  with
financially sound and reputable  insurance  companies,  against such casualties,
risks and contingencies,  and in such types and amounts,  as are consistent with
customary  practices and standards of companies  engaged in a similar  business.
All insurance insuring the Collateral shall name Lender as a loss payee.

         5.1(C)  INSPECTION.  Borrower  shall permit any  representative  of the
Lender to visit and inspect any of its property,  including the  Collateral,  to
examine its books and records  and to make copies and take  extracts  therefrom,
and to discuss its affairs, finances and accounts with its officers. If no Event
of Default has occurred and is continuing, Lender shall give Borrower reasonable
notice of such  examination  and such  examination  shall occur  during  regular
business hours.

                                       20
<PAGE>


         5.1(D) FURTHER  ASSURANCES.  Borrower shall execute any and all further
documents and take all further  actions which may be required  under  applicable
law, or which the Lender may request,  to grant,  preserve,  protect and perfect
the first  priority  Lien on the  Collateral  created by the Security  Documents
(subject  only to Liens  permitted  by the Loan  Documents),  including  without
limitation,  those actions  required to perfect  Liens on and  assignment of any
interest  of  Borrower  in any  Contract  in  accordance  with  the  laws of the
jurisdiction governing such Liens and the assignments.

         5.1(E)  INDEMNITY.  Borrower shall  indemnify  Lender and its officers,
directors, employees,  representatives,  agents, attorneys and affiliates (each,
an "Indemnified Party") from, hold each of them harmless against,  promptly upon
demand pay or reimburse each of them with respect to any and all actions, suits,
proceedings  (including any  investigations,  litigation or inquiries),  claims,
demands,  causes of action, costs, losses,  liabilities,  damages or expenses of
any kind or nature whatsoever (collectively, the "Indemnity Matters") other than
those proximately  resulting from an Indemnified  Party's  negligence or willful
misconduct  which may be incurred by or asserted  against or involve any of them
(whether  or not any of them is  designated  a party  thereto)  as a result  of,
arising  out of or in any way  related  to (i) any  actual  or  proposed  use by
Borrower of the proceeds of any of the Revolving  Credit Loans,  (ii) the breach
of any  representation or warranty set forth in any Loan Document,  or (iii) any
other aspect of this Agreement and the other Loan Documents,  including, without
limitation,   the  reasonable  fees  and  disbursements  of  counsel  (including
allocated  costs of  internal  counsel),  and all  other  expenses  incurred  in
connection  with  investigating,  defending  or  preparing  to  defend  any such
Indemnity  Matter.  Borrower  shall  be  obligated  to  pay  or  reimburse  each
Indemnified Party for all out-of-pocket costs and expenses  (including,  without
limitation,   reasonable   attorneys'  fees  and  expenses)   incurred  by  such
Indemnified Party in connection with any Indemnity Matter at the time such costs
and expenses are incurred and such Indemnified  Party has given Borrower written
notice thereof.  Borrower's Obligations under this Section 5.1(e) are subject to
Section  8.14  hereof.  In the  event  that any  claim,  demand,  investigation,
litigation or inquiry (a "Claim") is brought against any Indemnified  Party, the
Indemnified  Party  agrees to give  written  notice to Borrower  with respect to
same,  together  with a copy of such  Claim,  and so long as no Event of Default
shall have  occurred and be  continuing,  Borrower  shall have the right in good
faith and by  appropriate  proceedings  to defend  any  Indemnity  Matter and to
employ counsel  acceptable to the Indemnified  Party to conduct such defense (at
Borrower's sole expense) so long as such defense shall not involve any danger of
the foreclosure,  sale,  forfeiture or loss of, or imposition of any Lien, other
than a Permitted Lien, on any part of the Collateral, or subject any Indemnified
Party to criminal  liability.  Should  Borrower  elect to engage its own counsel
acceptable to the Indemnified Party and Lender, the Indemnified Party and Lender
may continue to  participate in the defense of any such  Indemnified  Matter and
will  retain  the  right to  settle  any such  matter  on terms  and  conditions
satisfactory to Lender,  Indemnified  Party and Borrower.  All such  settlements
shall be paid by and remain the sole  responsibility  of Borrower.  In the event
Borrower does not accept the defense of the Indemnity  Matter as provided above,
Indemnified Party shall have the full right to defend against such Claim, in its
sole discretion, and pursue its rights hereunder.

         5.1(F) BOOKS AND RECORDS. Borrower shall keep, in accordance with GAAP,
proper and complete books, records and accounts.

         5.1(G)  TAXES.  Borrower  shall  file or cause to be filed when due all
federal,  state and local  returns,  filings,  elections  and reports  which are
required to be filed by it in respect of all Taxes, and shall pay all such Taxes
as may be required by law and in  accordance  with any  assessment or demand for
payment  received by it as and when such Taxes become due and payable  PROVIDED,
HOWEVER,  that the Borrower  shall not be in violation of this covenant if Taxes
have not been paid,  and/or tax  returns and


                                       21
<PAGE>


requests  have not been filed with respect to Taxes,  not exceeding an aggregate
amount of $250,000;  and the Borrower  shall provide  evidence of payment of any
Taxes if so requested by the Lender.

         5.1(H) PAYMENT OF  OBLIGATIONS.  Borrower shall promptly pay all of its
Debt as it  becomes  due  except  to the  extent  that  any  such  Debt is being
contested in good faith and by  appropriate  and lawful  proceedings  diligently
conducted and for which  reserves or other  provisions (if any) required by GAAP
shall have been made; PROVIDED,  HOWEVER, that except for payments to Borrower's
mortgage warehouse lenders, Borrower shall not, directly or indirectly, make (i)
any  prepayment  of  principal  of or  interest  on  any  Debt  other  than  the
Obligations,  or (ii)  any  payment  of  principal  of or  interest  on any Debt
subordinated to the Obligations (such  subordination to be in form and substance
satisfactory to Lender) without the prior written consent of Lender.

         5.1(I) EXPENSES OF LENDER. Whether or not the transactions contemplated
by this  Agreement  shall be  consummated,  Borrower  shall  pay on  demand  all
out-of-pocket expenses (including,  without limitation,  the reasonable fees and
expenses of counsel for Lender) in connection with the negotiation, preparation,
execution, filing, recording,  refiling,  re-recording,  modification,  release,
supplement  and  waiver of the Loan  Documents  and the  making,  servicing  and
collection of the Obligations  including,  without  limitation,  the Obligations
under Section 7.4. Borrower's  Obligations under this Section 5.1(i) are subject
to Section 8.14 hereof.

         5.1(J) SUPPLEMENTED  SCHEDULES.  Borrower shall as soon as possible and
in any event within twenty (20) days after the occurrence thereof, supplement in
writing  and  deliver  to Lender  revisions  of the  Schedules  annexed  to this
Agreement  to  the  extent  necessary  to  disclose  new  or  changed  facts  or
circumstances  after the  Closing  Date so as to cause the  representations  and
warranties set forth herein to remain accurate and not misleading; provided that
subsequent  disclosures  shall not constitute a cure or waiver of any Default or
Event of Default resulting from the matters disclosed.

         5.1(K) LOAN  GUIDELINES.  The Contracts of Borrower shall comply at all
times  with  Law,  with  the  Loan  Guidelines  and the  terms,  conditions  and
disclosures  in  each  lending  relationship  by and  between  Borrower  and its
customer.

         5.1(L) NOTIFICATION FOR DEFAULT OR EVENT OF DEFAULT. Not later than one
(1) Business Day after the  occurrence  thereof,  the Borrower  shall notify the
Lender in writing of the occurrence of any Default or Event of Default.

         5.1(M) NOTIFICATION FOR MATERIAL ADVERSE CHANGE. Not later than one (1)
Business Day after the occurrence thereof,  the Borrower shall notify the Lender
in  writing  of the  occurrence  of any  Material  Adverse  Change in respect of
itself.

         5.1(N) NOTIFICATION FOR CHANGE TO GENERAL UNDERWRITING POLICY. Borrower
shall  promptly  notify  the Lender in  writing  of any  material  change in the
General Underwriting Policy.

         5.1(O)  NOTIFICATION OF LITIGATION.  Borrower shall promptly notify the
Lender in writing of the occurrence of any Litigation,  action,  suit,  dispute,
arbitration, proceeding or other circumstance affecting the Borrower, the result
of which,  if  determined  adversely,  would be a judgment or award  against the
Borrower  (i) in excess of  $25,000  or (ii)  which  would  result in a Material
Adverse  Change in respect of the Borrower,  and the Borrower shall from time to
time provide the Lender with all information  reasonably requested by the Lender
concerning the status thereof.

                                       22
<PAGE>


         5.1(P) OBLIGOR  INSURANCE.  Borrower  shall provide  evidence that each
Obligor at  origination  has  obtained  the  insurance  required  by the related
Contract.

         5.1(Q) WITHHOLDING. Borrower shall from time to time withhold and remit
all amounts required to be withheld (including without limitation, in respect of
income tax,  withholding taxes on payments to  non-residents,  any ERISA pension
plan and employment  insurance) from all payments made to officers and employees
or to all  non-residents  and to all other  applicable  Persons and the Borrower
shall pay all such amounts, together with any interest and penalties due, to the
appropriate authority as required by law.

         5.1(R) PRESERVATION OF RIGHTS. Borrower shall preserve and maintain all
of its material rights, privileges, licenses and franchises.

         5.1(S) LENDER'S RIGHT TO LEAD MANAGE; FIRST REFUSAL.  Lender shall have
the right:

              i.  to  lead  manage  the  first  Six  Hundred   Million   Dollars
                  ($600,000,000) of any  Securitization,  or any other long-term
                  debt financing,  of any Receivables originated by the Borrower
                  or  any  Affiliate  or  Subsidiary   thereof  at  commercially
                  reasonable fees; and

              ii. of first refusal regarding all future warehousing or financing
                  relationships  of the  Borrower  for a period of two (2) years
                  beginning on the Closing  Date;  provided,  however,  that the
                  Lender  shall  have no right of first  refusal  regarding  (a)
                  whole  loan sales with no  further  interest  retained  by the
                  Borrower,  (b)  any  corporate,  non-asset  backed  securities
                  financing  of the  Borrower  or any  Affiliate  or  Subsidiary
                  thereof, (c) any sale of any equity securities of the Borrower
                  or any Affiliate or Subsidiary thereof or (d) any financing of
                  the  Borrower  or any  Affiliate  or  Subsidiary  thereof  not
                  secured in whole or in part by Eligible Contracts.

                  Borrower's  Obligations  under this Section 5.1(s) are subject
to Section 8.14 hereof.

         5.2. NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender, so
long as this  Agreement  shall remain in effect and the principal of or interest
on the  Revolving  Credit Note,  or any other  Obligation,  shall be unpaid,  as
follows:

               5.2(A).  DEBT.  Without  the prior  written  consent  of  Lender,
Borrower shall not, directly or indirectly, create, incur or suffer to exist any
direct,  indirect,  fixed or contingent  liability or any Debt in excess of Five
Million Dollars ($5,000,000).

               5.2(B).  LIENS.  Without  the prior  written  consent  of Lender,
Borrower shall not, do anything to (i) adversely affect the priority, perfection
or validity of the  security  interest of the Lender in the  Collateral  or (ii)
create, incur or assume any Lien upon any of the Collateral except for Permitted
Liens in favor of the Lender only.

               5.2(C). ACQUISITIONS, MERGERS AND DISSOLUTIONS. Without the prior
written  consent of Lender,  Borrower  shall not,  directly  or  indirectly  (i)
acquire  all or any  substantial  portion of the assets or stock of, or interest
in, any Person,  (ii) merge or consolidate with any Person,  or (iii) liquidate,
wind up, or dissolve itself (or suffer any liquidation or dissolution).

                                       23
<PAGE>


               5.2(D).  MAINTENANCE OF CASH OR CASH EQUIVALENTS.  Borrower shall
not  permit  its  maintenance  of  cash  or cash  equivalents  (in  the  form of
unrestricted  cash,  restricted  cash  not in  excess  of Five  Million  Dollars
($5,000,000),  but excluding amounts borrowed to satisfy  commitments to acquire
Contracts)  to be less than Fifteen  Million  Dollars  ($15,000,000),  as of the
Closing Date and the last day of each calendar month.

               5.2(E).  EMPLOYEE BENEFIT PLANS.  Borrower shall not, directly or
indirectly,  sponsor  or  contribute  to,  or  create  or  suffer  to exist  any
contractual  or other  obligation  to contribute  to, any Plan or  Multiemployer
Plan, other than those set forth on Schedule 4.11.

               5.2(F).  DIVIDENDS.  Borrower  shall  not  pay any  dividends  or
distributions  to any Person if a Default or Event of Default has occurred or if
such payment would result in the occurrence of a Default or Event of Default.

               5.2(G).  AGGREGATE  ORIGINATIONS.  Borrower  shall not permit its
three  (3)  month  rolling  average  of the  aggregate  principal  amount of all
Contracts and mortgage loans (including without limitation home equity loans and
lines of  credit)  and  originated  and funded by  Borrower  to be less than Two
Hundred Fifty  Million  Dollars  ($250,000,000),  as of the Closing Date and the
last day of each calendar month.

               5.2(H).  TRANSACTIONS  WITH AFFILIATES OR SUBSIDIARIES.  Borrower
shall not, directly or indirectly,  enter into any transaction  (including,  but
not limited to, the sale or  exchange of property or the  rendering  of service)
with any of its Affiliates or Subsidiaries, other than in the ordinary course of
business of Borrower and upon fair and  reasonable  terms no less favorable than
Borrower could obtain or could become entitled to in an arm's-length transaction
with  a  Person  which  was  not  an  Affiliate  or  Subsidiary.   All  existing
transactions  of Borrower  with any  Affiliate or  Subsidiary  are  described on
Schedule 5.2(h) hereto.

               5.2(I).  SALE OF ASSETS.  Without Lender's prior written consent,
Borrower shall not, directly or indirectly,  sell, lease or otherwise dispose of
substantially all of its assets.

               5.2(J). CHANGE IN MANAGEMENT OF BORROWER.  Without Lender's prior
written  consent,  Borrower shall not initiate a change in its president,  chief
executive officer or chief financial officer before a replacement  acceptable to
Lender  has been  engaged  by  Borrower.  If such a change  occurs  which is not
initiated by Borrower,  Borrower shall obtain replacement  management acceptable
to Lender within sixty (60) days. During such sixty (60) day period, in addition
to and  supplemental to all other Rights of Lender under this Agreement,  Lender
may  install an  auditor(s)  in any of the  business  locations  of  Borrower to
ascertain Borrower's compliance with this Agreement.

               5.2(K).  QUICK RATIO.  Borrower shall not permit its ratio of (i)
cash or cash  equivalents as described in Section 5.2(d) above,  to (ii) current
liabilities,  excluding amounts payable under Borrower's  warehouse or revolving
lines of credit used to fund its mortgage or direct auto loans,  to be less than
1 to 1, as of the last day of each calendar month.

               5.2(L).  TANGIBLE  NET  WORTH.  Borrower  shall  not  permit  its
Tangible Net Worth to be less than Twenty-five Million Dollars ($25,000,000), as
of the Closing Date and the last day of each calendar month.

                                       24
<PAGE>


               5.2(M). CONTRACT REDOCUMENTATION AND MODIFICATION. Borrower shall
not  redocument  or  otherwise  modify any  Contract  without the prior  written
consent of Lender.

               5.2(N).  COMPLIANCE WITH LAWS AND DOCUMENTS.  Borrower shall not,
directly or  indirectly,  violate the  provisions  of any Laws,  its articles of
incorporation, bylaws, other governance documents or any agreements.

               5.2(O).   NEW  BUSINESSES.   Borrower  shall  not,   directly  or
indirectly,  engage in any  business  other  than that in which it is  presently
engaged without the prior written consent of Lender.

               5.2(P).  FISCAL YEAR AND ACCOUNTING  METHODS.  Borrower shall not
change its fiscal  year,  which  currently  ends each  December 31, or method of
accounting,  other than  immaterial  changes in methods to which its independent
certified public accountants concur without the prior written consent of Lender.

               5.2(Q).  USE OF  NAME  CONFIDENTIALITY.  Borrower  shall  not use
Lender's  name or  trademark in  connection  with the  operation  of  Borrower's
business, including, but not limited to, any advertising undertaken by Borrower,
and Borrower shall use all reasonable efforts to keep confidential the terms and
conditions  of the Loan  Documents  except as  required  to  satisfy  disclosure
requirements  of  the  Securities   Exchange  Commission  or  other  supervising
governmental agency.

               5.2(R).  BUSINESS  LOCATIONS;  JURISDICTION OF ORGANIZATION.  All
present  business  locations  of  Borrower  are set  forth on  Schedule  5.2(r),
including,  without limitation,  Borrower's principal place of business. Without
the prior  written  consent of Lender,  Borrower  shall not conduct its business
operations  or store or  otherwise  locate  any of the  Collateral  at any other
location  except as set forth on Schedule  5.2(r).  Borrower is "located" in the
State of Delaware within the meaning of Section 9-307 of the UCC. Borrower shall
neither  establish a new chief  executive  office or change its  jurisdiction of
organization  without  giving written notice to Lender thirty (30) days prior to
such  establishment  and  executing  and  delivering  to  Lender  any  documents
considered  necessary  by Lender,  in Lender's  sole  discretion,  to perfect or
continue perfection of its Liens on the Collateral.

               5.2(S). FUNDING OF LOANS. Borrower shall fund no direct loans for
the purchase of Vehicles until the Dealer in a subject  transaction has complied
with the Dealer Agreement and corresponding E-Fund Agreement.

               5.2(T).  MODIFICATION  OF  DEALER  AGREEMENT.  Without  the prior
written  consent of Lender,  Borrower  shall not amend,  modify,  supplement  or
otherwise change any Dealer Agreement in a manner adverse to the Lender.

               5.2(U).  CONTRACTS  HELD-FOR-SALE.  Borrower shall not permit the
aggregate principal amount of its Contracts  held-for-sale,  excluding Contracts
for which a Revolving Credit Loan has been made hereunder,  for a period of more
than  twenty  (20) days to exceed One  Million  Five  Hundred  Thousand  Dollars
($1,500,000), as of any date of determination.

               5.2(V). OPERATION OF BUSINESS.  Without the prior written consent
of the Lender,  Borrower  shall not operate its business in a manner which would
reasonably  be  expected  to lead to a  Material  Adverse  Change  with  respect
thereto.

                                       25
<PAGE>


               5.2(W).  CHANGE  OF NAME.  Borrower  shall  not  change  its name
without  providing the Lender with written  notice  thereof at least thirty (30)
Business Days prior to any such change and promptly  taking such steps as may be
required to maintain  the  perfection  of the security  interest  granted to the
Lender in the Collateral in connection with any such change.

               5.2(X).  ACCOUNTS.  Without  the  prior  written  consent  of the
Lender,  Borrower  shall not create,  incur,  assume or permit to exist any Lien
upon any of the Collection Account,  the Concentration  Account,  the Collection
Sweep Investment Account,  the ACH Account, the Checking Account, or any amounts
deposited therein, except for Permitted Liens in favor of the Lender only.

               5.2(Y).  SALE OR  DISPOSITION  OF  COLLATERAL.  Without the prior
written consent of the Lender, Borrower shall not sell, transfer, assign, convey
or otherwise dispose of any Collateral other than in accordance with the express
terms and conditions of the Loan Documents. For the avoidance of doubt, Borrower
may, at any time, and from time to time,  sell Prime  Contracts  (pledged to the
Lender  hereunder)  to E-LOAN Auto Fund One, LLC for the purpose of funding such
Prime  Contracts  under the Credit  Agreement  so long as the  proceeds  of such
funding are applied in full to repay the Obligations of the Borrower hereunder.

               5.2(Z).  INVOLUNTARY LIENS.  Without the prior written consent of
the  Lender,  Borrower  shall not  permit  (i) to exist any Lien upon any of the
Collateral,  except for  Permitted  Liens in favor of the Lender  only,  or (ii)
anything  to  adversely  affect the  priority,  perfection  or  validity  of the
security  interest of the Lender in any of the  Collateral;  PROVIDED,  HOWEVER,
that the Borrower  shall not be in violation of this covenant so long as (x) the
aggregate  Discounted  Contract  Balance of all the affected  Contracts plus the
face value of all other affected Collateral shall not exceed an aggregate amount
of  $1,000,000  and (y) any failure  under this  Section  5.2(z)  shall be cured
within ten (10) Business Days.

         5.3.  REPORTING  REQUIREMENTS.  Borrower  shall  furnish to Lender such
information  as  requested  by Lender.  Additionally,  Borrower  shall cause the
following to be furnished to Lender:

               5.3.(A)  soon as  available,  but no later than one hundred  five
(105)  days  after the last day of each  fiscal  year of  Borrower,  unqualified
audited  Financial  Statements  showing the  financial  condition  and result of
operations  of  Borrower  as of,  and for the year  ended  on,  such  last  day,
accompanied  by (i)  the  opinion  of a firm  of  independent  certified  public
accountants  acceptable  to  Lender,  based on an audit  using  GAAP,  that such
Financial  Statements  were prepared in accordance  with GAAP and present fairly
the  financial  condition  and  result of  operations  of  Borrower,  and (ii) a
Financial Report Certificate with respect to such Financial Statements.

               5.3.(B). As soon as available, but no later than thirty (30) days
after the last day of each  calendar  month (i) unaudited  Financial  Statements
(balance  sheet,  income  statement  and cash flow  statement  only) showing the
financial  condition  and results of  operations  of Borrower as of, and for the
period from the beginning of the current  fiscal year, to such last day, for the
same time  period  (ii) a  Financial  Report  Certificate  with  respect to such
Financial Statements.

               5.3.(VC.  As  soon as  available,  but no  later  than  five  (5)
Business  Days  after the last day of each  calendar  month,  a  summary  of (i)
Contracts  originated,  (ii)  Contracts sold to Contract  Purchasers,  and (iii)
Contracts held-for-sale.

               5.3.(D).  Notice, promptly after Borrower knows or has good faith
reason to  believe,  of (i) the  existence  and  status of any  Litigation  with
respect to Borrower which could have a Material Adverse


                                       26
<PAGE>


Effect,  (ii) any change in any material  fact or  circumstance  represented  or
warranted  in any Loan  Document or Credit  Document,  and/or (iii) a Default or
Event of Default,  specifying  the nature  thereof and what action  Borrower has
taken, is taking, or proposes to take with respect thereto.

               5.3.(E). Promptly, but within ten (10) Business Days upon request
therefor by Lender,  such  information  (not otherwise  required to be furnished
under  the  Loan  Documents)   respecting  the  business  affairs,   assets  and
liabilities of Borrower or any Person  guaranteeing  or providing  Collateral to
secure all or any part of the Obligations and such opinions,  certifications and
documents,  in  addition to those  mentioned  in this  Agreement,  as Lender may
reasonably request.

               5.3.(F). Promptly, but no later than five (5) Business Days after
receipt thereof by Borrower, copies of each report required to be submitted by a
Contract Purchaser pursuant to a Contract Purchase Agreement.

         5.4. USE OF REPORTS.  Borrower  acknowledges  and agrees that  although
Lender may rely on the unaudited  financial  statements and reports delivered to
Lender  pursuant to Section 5.3 to determine  whether  Borrower is in compliance
with the  financial  covenants  set forth in  Section  5.2,  Lender may make any
adjustment  consistent  with  GAAP  to  such  reports  and  statements,   as  it
determines,  in its sole  discretion,  which  is  necessary  to more  accurately
reflect the financial  condition of Borrower or to more  accurately  reflect the
value  of  the  Collateral.   Lender  shall  advise  Borrower  of  any  material
adjustments  made pursuant to this Section 5.4. Any dispute between Borrower and
Lender as to the interpretation  and/or application of GAAP shall be resolved by
obtaining the opinion of a certified public accountant and acceptable to Lender,
at the expense of Borrower.

         5.5.   AUDITS.   Borrower   shall  permit  Lender  or  its   designated
representative to enter upon Borrower's  premises at any of Borrower's  business
locations to conduct periodic audits of Borrower's  books,  accounts,  inventory
and  operations.  Such audits shall be conducted  during each  calendar  quarter
during the term of this  Agreement;  PROVIDED,  HOWEVER,  the  frequency of such
audits may be increased or decreased within the sole discretion of Lender. If no
Event of Default has occurred and is continuing, Lender shall provide reasonable
notice to Borrower of such audits and shall conduct such audits  during  regular
business hours.

SECTION 6.  EVENTS OF DEFAULT.

         The term "Event of Default"  means the occurrence of any one or more of
the following events:

         6.1. PAYMENT OF OBLIGATIONS.  The failure or refusal of Borrower to pay
any portion of the  Obligations  as the same becomes due in accordance  with the
terms of the Loan Documents.

         6.2. RESERVED.

         6.3. LOAN DOCUMENTS AND SECURITY  DOCUMENTS.  An Event of Default shall
occur and be continuing under any Security Document or other Loan Document.

         6.4. BANKRUPTCY. (a) Borrower or any of its Affiliates shall commence a
voluntary  case  concerning  itself  under  Title 11 of the United  States  Code
entitled  "Bankruptcy" as now or hereafter in effect, or any successor  thereto,
(b) an involuntary  case is commenced  against Borrower or any of its Affiliates
and the petition is not  controverted  within ten (10) days, or is not dismissed
within  thirty (30)


                                       27
<PAGE>


days, after commencement of the case, (c) a custodian is appointed for, or takes
charge of, all or any substantial part of the property of Borrower or any of its
Affiliates, (d) Borrower or any of its Affiliates commences any other proceeding
under any  reorganization,  arrangement,  adjustment of debt, relief of debtors,
dissolution,  insolvency  or  liquidation  or  similar  law of any  jurisdiction
whether now or hereafter in effect  relating to Borrower or such  Affiliate,  as
the case may be, or there is commenced  against  Borrower or such Affiliate,  as
the case may be, any such proceeding  which remains  undismissed for a period of
thirty (30) days, (e) Borrower or any of its Affiliates is adjudicated insolvent
or bankrupt,  (f) Borrower or any of its Affiliates  makes a general  assignment
for the benefit of creditors,  (g) Borrower or any of its Affiliates  shall fail
to pay, or shall state that it is unable to pay, or shall be unable to pay,  its
debts generally as they become due, (h) Borrower or any of its Affiliates  shall
call a meeting  of its  creditors  with a view to  arranging  a  composition  or
adjustment of its debts,  or (i) Borrower or any of its Affiliates  shall by any
act or failure to act indicate its consent to,  approval of or  acquiescence  in
any of the foregoing.

         6.5.  MATERIAL  ADVERSE  EFFECT.  The occurrence of any event or events
which in the  reasonable  business  judgment  of  Lender  shall  have or cause a
Material  Adverse  Effect  on  the  Borrower  or on the  Borrower's  obligations
hereunder or under any other Loan Document.

         6.6. MISREPRESENTATION.  Any statement,  representation, or warranty in
the Loan  Documents or in any writing ever delivered by Borrower or on behalf of
Borrower  to Lender  pursuant  to the Loan  Documents  is false,  misleading  or
erroneous in any material respect when made or when deemed to be repeated and is
not cured within ten (10) calendar days after the Borrower has knowledge thereof
or should have had knowledge with the exercise of ordinary diligence.

         6.7.  COVENANTS.  Borrower  shall  breach any  covenant  in Section 5.1
hereof or any other  obligation  under this Agreement or any other Loan Document
(which obligation is not the subject of any other Event of Default as defined in
this Section 6) and such breach shall remain uncured for a period of thirty (30)
days after the Borrower shall have received  written notice,  or acquired actual
knowledge, thereof.

         6.8. NEGATIVE COVENANTS. Borrower shall breach any negative covenant in
Section 5.2 hereof.

         6.9. CREDIT AGREEMENT.  An event of default or pending event of default
shall occur and be continuing under any of Sections 9.1(a),  (c), (d), (e), (f),
(g), (h), (i), (l), (p) or (t) of the Credit Agreement.

         6.10.  ADVERSE  JUDGMENTS.   One  or  more  final   (non-interlocutory)
judgments, orders or decrees shall be entered against the Borrower or any of its
Affiliates  involving  in the  aggregate a liability as to any single or related
series  of  transactions,  incidents  or  conditions,  for which  such  Person's
uninsured  liability is Five Million Dollars  ($5,000,000) or more, and the same
shall remain unsatisfied,  unvacated and unstayed pending appeal for a period of
thirty (30) days after the entry thereof.

         6.11.  PERFECTION.  Lender  shall  cease to have a valid and  perfected
first priority security interest in the Collateral and such security interest is
not restored to being a valid and perfected  first  priority  security  interest
within ten (10)  Business Days after the earlier that Borrower (i) becomes aware
thereof or (ii) receives notice from the Lender.


                                       28
<PAGE>


         6.12.  REPORTABLE  EVENT.  The occurrence of a Reportable Event (within
the  meaning  of  Section  4043 of  ERISA)  with  respect  to any  Plan,  or the
occurrence  of any event or condition  with  respect to a Plan which  reasonably
could  be  expected  to  result  in  the  imposition  of a  Lien  on  any of the
Collateral.

         6.13.  1940  ACT.   Borrower  becomes  subject  to  regulation  by  the
Securities and Exchange Commission as an "investment company" within the meaning
of the Investment Company Act of 1940.

         6.14. DENIAL OF OBLIGATIONS.  Borrower denies its obligations under any
Credit Document to which it is a party.

         6.15. CHANGE IN CONTROL. Without the prior written consent of Lender or
payoff and discharge in full and termination of Lender's  Commitment  under this
Agreement,  Borrower shall, directly or indirectly,  undergo a change in control
of more than twenty-five percent (25%) of the ownership of Borrower.

SECTION 7.     RIGHTS AND REMEDIES.

         7.1.  REMEDIES.  Upon and after the  occurrence of an Event of Default,
Lender may, at its election and in addition to all remedies then available under
the Security  Agreement,  do any one or more of the following  without notice of
any kind, including, without limitation,  notice of acceleration or of intention
to  accelerate,  presentment  and  demand or  protest,  all of which are  hereby
expressly  waived by  Borrower:  (a)  declare the entire  unpaid  balance of the
Obligations,  or any part  thereof,  immediately  due and payable,  whereupon it
shall be due and payable;  (b) terminate its commitment to lend  hereunder;  (c)
exercise the Rights of offset or banker's  lien against the interest of Borrower
in and to  every  account  and  other  property  of  Borrower  which  are in the
possession  of Lender to the extent of the full amount of the  Obligations;  (d)
foreclose any or all Liens held by Lender or otherwise  realize upon any and all
of the Rights Lender may have in and to the Collateral, or any part thereof; and
(e) exercise any and all other legal or  equitable  Rights  afforded by the Loan
Documents or under Law.

         7.2.  PERFORMANCE  BY LENDER.  If any  covenant,  duty or  agreement of
Borrower is not  performed in accordance  with the terms of the Loan  Documents,
Lender may, at its option, perform or attempt to perform, such covenant, duty or
agreement on behalf of Borrower. In such event, any amount expended by Lender in
such performance or attempted performance shall be payable by Borrower to Lender
on demand,  shall become part of the  Obligations and shall bear interest at the
Default  Rate  from  the  date  of  such   expenditure  by  Lender  until  paid.
Notwithstanding the foregoing,  it is expressly  understood that Lender does not
assume and shall never have,  except by express written  consent of Lender,  any
liability  or  responsibility  for  the  performance  of any  covenant,  duty or
agreement of Borrower.

         7.3.  DELEGATION  OF DUTIES AND  RIGHTS.  Lender may perform any of its
duties or exercise any of its Rights under the Loan  Documents by or through its
officers, directors, employees, attorneys, agents or other representatives.

         7.4.  EXPENDITURES BY LENDER.  Borrower shall indemnify  Lender for all
court costs,  reasonable  attorneys'  fees,  other costs of collection and other
sums spent by Lender pursuant to the exercise of any Right  (including,  without
limitation, any effort to collect or enforce the Revolving Credit

                                       29
<PAGE>


Note) provided herein shall be payable to Lender on demand, shall become part of
the  Obligations and shall bear interest at the Default Rate from the date spent
until the date repaid.

         7.5.  SAVING.  Lender shall not be under any obligation to the Borrower
or any other Person to realize on any Collateral,  enforce the Lender's security
interest or any part  thereof or to require the  enforcement  by the Borrower of
its  rights  in the  Collateral  or any part  thereof  or to  allow  any of such
Collateral to be sold, dealt with or otherwise  disposed of. Lender shall not be
responsible or liable to the Borrower or any other Person for any loss or damage
upon the  realization or enforcement  of, the failure to realize or enforce such
Collateral or any part thereof or the failure to allow any such Collateral to be
sold, dealt with or otherwise disposed of or for any act or omission on its part
or on the part of any director, officer, agent, servant or adviser in connection
with any of the foregoing.

         7.6. REMEDIES  CUMULATIVE.  The rights and remedies of the Lender under
the Loan Documents are cumulative and are in addition to and not in substitution
for any rights or remedies  provided by law.  Any single or partial  exercise by
the Lender of any right or remedy for a default or breach of any term, covenant,
condition or agreement  contained  herein or in any of the other Loan  Documents
shall not be deemed to be a waiver of or to  alter,  affect,  or  prejudice  any
other  right or remedy or other  rights or  remedies  to which the Lender may be
lawfully  entitled for the same  default or breach.  Any waiver by the Lender of
the  strict  observance,  performance  or  compliance  with any term,  covenant,
condition or agreement  contained  herein or in any of the other Loan Documents,
and any  indulgence  granted by the Lender shall be deemed not to be a waiver of
any subsequent default.

         7.7. SET-OFF OR  COMPENSATION.  In addition to and not in limitation of
any rights now or hereafter  granted under  applicable law, at any time after an
Event of Default has occurred and is continuing,  the Lender may at any time and
from time to time without notice to the Borrower or any other Person, any notice
being expressly waived by the Borrower, set-off and compensate and apply any and
all deposits,  general or special, time or demand, provisional or final, matured
or unmatured,  and any other  indebtedness at any time owing by the Lender to or
for the credit of or the account of the Borrower,  against and on account of the
Obligations  hereunder  notwithstanding  that  any of  them  are  contingent  or
unmatured.

SECTION 8.     MISCELLANEOUS.

         8.1.  NOTICES.  All notices,  requests and other  communications  to be
given  hereunder  shall be in  writing  and shall be given to such  party at its
address  or fax number  set forth  below or such other  address or fax number as
such  party may  hereafter  specify  by notice to each  other  party.  Each such
notice,  request or other  communication  shall be effective (i) if given by fax
during the business hours of the party receiving notice, when transmitted to the
fax number specified in this Section and, on the day of transmittal  thereof,  a
confirmation  of receipt (which may be telephonic) is given by the recipient and
in any event no later than the next  Business Day, (ii) if given by mail, on the
third day after such  communication  is  deposited in the mails with first class
postage  prepaid,  addressed  as  aforesaid or (iii) if given by any other means
(including,  without limitation,  by air courier), when delivered at the address
specified in this Section;  PROVIDED  that notices  given under this  subsection
(iii) shall not be effective  until  received by the respective  addressee.  All
notices shall also be given,  simultaneously and in like manner, to such party's
legal counsel at its address or fax number set forth below or such other address
or fax  number  as such  party  may  hereafter  specify  by  notice to the other
parties.




                                       30
<PAGE>


<TABLE>
<C>                                                    <C>
AS TO BORROWER:                                        WITH A COPY TO:

E-LOAN, Inc.                                           E-LOAN, Inc.
5875 Arnold Road                                       5875 Arnold Road
Dublin, CA  94568                                      Dublin, CA  94568
Telephone:  (925) 241-2510                             Telephone:  (925) 560-2631
Telefax:  (925) 560-3408                               Telefax:  (925) 803-3503
Attn:  Tom Knight, Treasurer                           Attn: Edward A. Giedgowd, Esq.

AS TO LENDER:                                          WITH A COPY TO:

Merrill Lynch Mortgage Capital Inc.                    Merrill Lynch Mortgage Capital Inc.
4 World Financial Center, 22nd Floor                   4 World Financial Center, 22nd Floor
New York, NY 10080                                     New York, NY 10080
Telephone: (212) 449-9369                              Telephone: (212) 449-8486
Telefax: (212) 449-6673                                Telefax: (212) 449-6673
Attn: Jeffrey S. Cohen, Director                       Attn: Michael Blum, Managing Director
</TABLE>

         8.2.  AMENDMENTS;  WAIVER.  No amendment or waiver of any  provision of
this  Agreement  or any other Loan  Document,  nor consent to any  departure  by
Borrower therefrom,  shall in any event be effective unless the same shall be in
writing and signed by Lender, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

         8.3. NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of
Lender in  exercising  any Right or remedy  hereunder  and no course of  dealing
between  Borrower and Lender shall  operate as a waiver  thereof,  nor shall any
single or partial exercise of any Right or remedy  hereunder  preclude any other
or  further  exercise  thereof  or the  exercise  of any  other  Right or remedy
hereunder.  The Rights and remedies herein expressly provided are cumulative and
not exclusive of any Rights or remedies which Lender would otherwise have.

         8.4.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of Borrower and Lender and their respective  successors and
permitted  assigns.  Borrower  may not assign or  transfer  any of its rights or
obligations  hereunder  without the written  consent of Lender and any purported
assignment in violation of the foregoing shall be null and void.

         8.5.  NUMBER AND GENDER OF WORDS.  Whenever  in any Loan  Document  the
singular  number is used,  the same shall include the plural where  appropriate,
and vice versa;  and words of any gender in any Loan Document shall include each
other gender where appropriate.  The words "herein,"  "hereof," and "hereunder,"
and other words of similar import refer to the relevant Loan Document as a whole
and not to any particular part or subdivision thereof.

         8.6. HEADINGS. The headings,  captions, and arrangements used in any of
the Loan Documents are, unless  specified  otherwise,  for convenience  only and
shall  not be  deemed  to  limit,  amplify,  or  modify  the  terms  of the Loan
Documents, nor affect the meaning thereof.

         8.7. EXHIBITS AND SCHEDULES. If any EXHIBIT or SCHEDULE, which is to be
executed and delivered,  contains blanks, the same shall be completed  correctly
and in accordance  with the terms and provisions  contained and as  contemplated
herein prior to, at the time of, or after the  execution  and delivery  thereof.
Each of the EXHIBITS and SCHEDULES are incorporated herein by this reference.

                                       31
<PAGE>


         8.8.  FORM  AND  NUMBER  OF  DOCUMENTS.   Each   agreement,   document,
instrument,  or other  writing to be furnished to Lender under any  provision of
this Agreement must be in form and substance and in such number of  counterparts
as may be satisfactory to Lender and its counsel.

         8.9.  CONFLICTS.  Except as otherwise  provided in this  Agreement  and
except as otherwise  provided in the other Loan Documents by specific  reference
to the applicable  provisions of this Agreement,  if any provision  contained in
this Agreement is in conflict with or is inconsistent  with any provision in the
other Loan Documents, the provision contained in this Agreement shall govern and
control.

         8.10.  WAIVERS BY  BORROWER.  TO THE FULLEST  EXTENT  PERMITTED BY LAW,
EXCEPT  AS  OTHERWISE  PROVIDED  FOR IN  THIS  AGREEMENT,  BORROWER  WAIVES  (A)
PRESENTMENT,  DEMAND AND PROTEST AND NOTICE OF PRESENTMENT,  NOTICE OF INTENT TO
ACCELERATE  THE  MATURITY OF THE  OBLIGATIONS  AND NOTICE OF SUCH  ACCELERATION,
PROTEST,  DEFAULT,  NON-PAYMENT,   MATURITY,  RELEASE,  COMPROMISE,  SETTLEMENT,
EXTENSION,  OR RENEWAL;  AND (B) ALL RIGHTS TO NOTICE OF A HEARING  PRIOR TO THE
LENDER'S TAKING POSSESSION OR CONTROL OF, OR THE LENDER'S REPLEVY, ATTACHMENT OR
LEVY UPON, THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY
COURT  PRIOR TO  ALLOWING  THE  LENDER TO  EXERCISE  ANY OF  LENDER'S  REMEDIES.
BORROWER  ACKNOWLEDGES  THAT IT HAS BEEN ADVISED BY COUNSEL WITH RESPECT TO THIS
AGREEMENT AND THE TRANSACTIONS EVIDENCED BY THIS AGREEMENT.

         8.11.  WAIVER  OF  JURY.   LENDER  AND  BORROWER  HEREBY   VOLUNTARILY,
IRREVOCABLY AND  UNCONDITIONALLY  WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN
LENDER  AND  BORROWER  ARISING  OUT OF,  IN  CONNECTION  WITH,  RELATED  TO,  OR
INCIDENTAL  TO THE  RELATIONSHIP  ESTABLISHED  BETWEEN  BORROWER  AND  LENDER IN
CONNECTION  WITH THE LOAN DOCUMENTS,  THIS AGREEMENT,  OR ANY OTHER AGREEMENT OR
DOCUMENT  EXECUTED OR  DELIVERED  IN  CONNECTION  HEREWITH  OR THE  TRANSACTIONS
RELATED HERETO.  THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO ENTER INTO
THE FINANCING  TRANSACTION.  IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND
OR  MODIFY  LENDER'S  ABILITY  TO  PURSUE  ITS  REMEDIES  AS SET  FORTH  IN THIS
AGREEMENT.

         8.12.  CHANGES IN GAAP. All accounting and financial  terms used in any
of the Loan  Documents and the  compliance  with each covenant  contained in the
Loan  Documents  which  relates to  financial  matters  shall be  determined  in
accordance  with  GAAP,  except to the  extent  that a  deviation  therefrom  is
expressly  stated in such  Loan  Documents.  Should a change  in GAAP  require a
change in any  method of  accounting,  then such  change  shall not result in an
Event of Default if, at the time of such  change,  such Event of Default had not
occurred  and  was not  then  continuing,  based  upon  the  former  methods  of
accounting used by or on behalf of Borrower; PROVIDED that after any such change
in  accounting  methods,  the Financial  Statements  required to be delivered to
Lender  pursuant to the terms hereof shall be prepared in  compliance  with such
new method or methods of accounting but accompanied by such information, in form
and detail  satisfactory to Lender,  that will allow Lender to readily determine
the effect of such changes in accounting  methods on such Financial  Statements,
and, for the purpose of  determining  whether an Event of Default has  occurred,
Lender  shall look solely to such  Financial  Statements  as adjusted to reflect
compliance with such former method or methods of accounting.

         8.13.  EXCEPTIONS TO COVENANTS.  Borrower  shall not take any action or
fail to take  any  action  which  is  permitted  as an  exception  to any of the
covenants  contained  in any of the Loan  Documents  if such  action or omission
would  result in the breach of any other  covenant  contained in any of the Loan
Documents.


                                       32
<PAGE>


         8.14.    SURVIVAL.    All    covenants,    agreements,    undertakings,
representations,  and warranties made in any of the Loan Documents shall survive
all closings under the Loan Documents and, except as otherwise indicated,  shall
not be affected by any investigation made by any party.  Borrower's  obligations
under Sections  5.1(e),  5.1(i) and 5.1(s) hereof shall remain  operative and in
full force and effect  regardless  of the  termination  of this  Agreement,  the
repayment of the Revolving  Credit Note,  or the existence of any  investigation
made on behalf of the Lender regarding the  representations  and warranties made
by Borrower in connection with the Loan Documents.

         8.15.  GOVERNING  LAW. THIS  AGREEMENT AND ALL OTHER LOAN DOCUMENTS AND
SECURITY  DOCUMENTS  SHALL BE CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK  WITHOUT  REGARD TO  CONFLICT  OF LAW  PRINCIPLES;
PROVIDED THAT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY, AND THE OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         8.16.  MAXIMUM INTEREST RATE. It is the intention of the parties hereto
to comply with applicable  usury laws (now or hereafter  enacted);  accordingly,
notwithstanding  any provision to the contrary in this Agreement,  the Revolving
Credit Note, the other Loan Documents, or any other document relating hereto, in
no event shall this Agreement or any such other document  require the payment or
permit the collection of interest in excess of the maximum  amount  permitted by
such laws. If from any circumstances whatsoever, fulfillment of any provision of
this  Agreement or of any other  document  pertaining  hereto or thereto,  shall
involve  transcending the limit of validity prescribed by law for the collection
or charging of interest,  then, IPSO FACTO, the obligation to be fulfilled shall
be reduced  to the limit of such  validity,  and if from any such  circumstances
Lender  shall ever receive  anything of value as interest or deemed  interest by
applicable law under this Agreement,  the Revolving  Credit Note, the other Loan
Documents,  or any other document  pertaining hereto or otherwise an amount that
would  exceed the highest  lawful  rate,  such  amount  that would be  excessive
interest  shall be applied to the reduction of the principal  amount owing under
the Revolving Credit Note or on account of any other indebtedness of Borrower to
Lender,  and not to the  payment  of  interest,  or if such  excessive  interest
exceeds the unpaid balance of principal of such indebtedness,  such excess shall
be refunded to Borrower.

         8.17.  SEVERABILITY.  If any provision of this  Agreement is held to be
illegal, invalid, or unenforceable, such provision shall be fully severable, and
the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected thereby.

         8.18. LENDER NOT IN CONTROL.  None of the covenants or other provisions
contained in this Agreement  shall, or shall be deemed to, give Lender the Right
or power to exercise  control over the affairs or  management  of Borrower,  the
power of Lender being limited to the Right to exercise the remedies  provided in
Section 7.

         8.19.  INFORMATION  SHARING. The Lender may provide any information the
Lender  may have  about  the  Borrower  or about  any  matter  relating  to this
Agreement  or the  Obligations  hereunder  to  any  one or  more  purchasers  or
potential purchasers of the Obligations. The Lender may at any time sell, assign
or transfer one or more  interests or  participations  in all or any part of its
rights or obligations under this Agreement to one or more purchasers  whether or
not related to the Lender. Notwithstanding the foregoing, the parties agree that
they shall not share  personally  identifiable  information  of any consumers or
customers  with the other  party,  except as required  to perform  the  parties'
respective obligations under this Agreement,  and except as may be necessary for
Lender to  exercise  its  rights  under this  Section  8.19  relative  to sales,
transfers or potential sales or transfers, of the Obligations; and neither party
shall solicit any consumers or customers of the other party, based on personally
identifiable  information  received in connection  with this  Agreement.  In the
event of a sale,  assignment  or transfer of interests or  participations  under
this Section 8.19, Lender shall not share personally identifiable


                                       33
<PAGE>


information  of any  consumers  or  customers  with any  purchaser,  assignee or
transferee,  except  as  required  to  perform  the  agreement  for  such  sale,
assignment or transfer,  and no purchaser,  assignee or transferee shall solicit
any  consumers  or  customers  of the Lender or  Borrower,  based on  personally
identifiable  information  received in  connection  with the  agreement for such
sale, assignment or transfer

         8.20.  ENTIRETY  AND  AMENDMENTS.  THIS  AGREEMENT  AND THE OTHER  LOAN
DOCUMENTS  REPRESENT  THE FINAL  AGREEMENT  BETWEEN  THE  PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS
AGREEMENT  AND THE OTHER LOAN  DOCUMENTS  EMBODY THE  ENTIRE  AGREEMENT  BETWEEN
BORROWER  AND  LENDER  AND  SUPERSEDE  ALL  PRIOR   PROPOSALS,   AGREEMENTS  AND
UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF. BORROWER CERTIFIES THAT IT
IS RELYING ON NO  REPRESENTATION,  WARRANTY,  COVENANT OR  AGREEMENT  EXCEPT FOR
THOSE SET FORTH HEREIN AND THE OTHER LOAN DOCUMENTS OF EVEN DATE HEREWITH.

         8.21.  MULTIPLE  COUNTERPARTS  AND  FACSIMILE.  This  Agreement  may be
executed  in any  number  of  counterparts,  each of  which  when  executed  and
delivered  shall be deemed to be an  original,  and such  counterparts  together
shall  constitute one and the same agreement.  For the purposes of this Section,
the delivery of a facsimile  copy of an executed  counterpart  of this Agreement
shall be deemed to be valid  execution and delivery of this  Agreement,  but the
party  delivering  a  facsimile  copy  shall  deliver an  original  copy of this
Agreement as soon as possible after delivering the facsimile copy.

         8.22.  SUBMISSION TO  JURISDICTION.  EACH OF THE PARTIES  HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

                (A) SUBMITS ITSELF AND ITS PROPERTY TO THE NON-EXCLUSIVE GENERAL
JURISDICTION  OF THE COURTS OF THE STATE OF NEW YORK,  THE FEDERAL COURTS OF THE
UNITED  STATES OF AMERICA  FOR THE  SOUTHERN  DISTRICT  OF NEW YORK OR ANY OTHER
FEDERAL  COURT  SITTING IN THE BOROUGH OF  MANHATTAN IN THE CITY OF NEW YORK AND
APPELLATE COURTS FROM ANY THEREOF;

                (B)  CONSENTS  THAT ANY  ACTION OR  PROCEEDING  RELATING  TO THE
TRANSACTIONS  CONTEMPLATED BY OR ARISING FROM, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT IN RESPECT OF, THE LOAN DOCUMENTS MAY BE BROUGHT IN SUCH COURTS;

                (C) WAIVES ANY  OBJECTION  THAT IT MAY NOW OR HEREAFTER  HAVE TO
THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION
OR PROCEEDING  WAS BROUGHT IN AN  INCONVENIENT  COURT AND AGREES NOT TO PLEAD OR
CLAIM THE SAME;

                (D) AGREES  THAT ANY  SERVICE  OF PROCESS IN ANY SUCH  ACTION OR
PROCEEDING  MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL (OR ANY  SUBSTANTIALLY  SIMILAR  FORM OF  MAIL),  POSTAGE  PREPAID,  TO ITS
ADDRESS  SET FORTH  HEREIN OR AT SUCH  OTHER  ADDRESS OF WHICH EACH OF THE OTHER
PARTIES  HERETO  SHALL  HAVE  BEEN

                                       34
<PAGE>


NOTIFIED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND

                (E) AGREES THAT NOTHING  HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION.

         8.23.  BREAKAGE FEE. The Lender shall refund to the Borrower,  as agent
for E-LOAN Auto Fund One, LLC (the  "SPV"),  any Breakage Fee payable by the SPV
pursuant to the Credit Agreement to the extent such Breakage Fee was incurred in
connection  with  the  SPV's  sale  of  any  Receivables  in  connection  with a
Securitization in which Lender is the lead manager.


                            [Signature page follows.]









                                       35
<PAGE>





         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date first above written.

                                     Lender:
                                     MERRILL LYNCH MORTGAGE CAPITAL INC.


                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                            ------------------------------------


                                     Borrower:
                                     E-LOAN, INC.



                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                            ------------------------------------









                                       36

<PAGE>

                                    EXHIBIT A
                              REVOLVING CREDIT NOTE

UP TO $10,000,000                                             NEW YORK, NEW YORK
                                                                   JUNE __, 2002

         FOR  VALUE  RECEIVED,   the  undersigned,   E-LOAN,  INC.,  a  Delaware
corporation, ("Maker"), hereby unconditionally promises to pay on the Commitment
Termination Date to the order of Merrill Lynch Mortgage Capital Inc., a Delaware
corporation with its principal  offices in 4 World Financial  Center,  New York,
New York 10080 ("Lender"), not later than 1:00 p.m., Eastern Time, at its office
located at 4 World Financial  Center,  New York, New York 10080 or at such other
place as may be  designated  by Lender from time to time, in lawful money of the
United  States of America and in  immediately  available  funds,  the  principal
amount of the lesser of (i) TEN MILLION DOLLARS ($10,000,000),  or (ii) the then
aggregate unpaid principal  balance of all Revolving Credit Loans (as defined in
that certain Loan Agreement, dated as of June __, 2002, by and between Maker and
Lender,  as  amended,  modified  or  supplemented  from time to time,  the "Loan
Agreement")  made by Lender to the  undersigned  pursuant to the Loan Agreement,
together  with any  accrued  and  unpaid  interest  from the date  hereof  until
maturity  at the  rates  per  annum  provided  below  and any  Unused  Line Fee.
Capitalized  terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Loan Agreement.

         1. RATES OF INTEREST AND  PAYMENTS.  Subject to the  provisions  of the
Loan  Agreement,  Maker  agrees  to pay  interest  in like  money on the  unpaid
principal amount hereof from time to time outstanding from the date hereof until
the principal  balance  hereof is paid in full at a  fluctuating  rate per annum
equal to the  applicable  rate of interest  as set forth in the Loan  Agreement.
Subject to the provisions of the Loan Agreement, Maker also agrees to pay Unused
Line  Fees in like  money on the  excess,  if any,  of the  Commitment  over the
average  daily loan  balance  of the  Revolving  Loan.  Principal  and  interest
payments on the unpaid  principal  balance,  accrued  interest due hereunder and
Unused Line Fees shall be made and applied in accordance  with the provisions of
the Loan  Agreement,  particularly  Sections 2.5, 2.6, 2.7, 2.8, 2.9, 2.11, 2.12
and 2.14 of the Loan  Agreement.  The provisions of Sections 2.6 and 8.16 of the
Loan  Agreement  shall control the  computation of interest  hereunder;  and the
provisions of Section 2.14 of the Loan Agreement  shall control the  computation
of the Unused Line Fees hereunder.

         2. NOTICES.  All notices  required or permitted  hereunder  shall be in
writing,  and given in the manner,  and addressed to the Maker and Lender at the
addresses  set forth in,  Section  8.1 of the Loan  Agreement,  or at such other
address as such party may from time to time  designate by written  notice to the
others.

         3. LOAN AGREEMENT. This is the Revolving Credit Note referred to in the
Loan Agreement,  and the holder hereof is entitled to all the benefits  provided
therein and in the other Loan Documents. Reference is made to the Loan Agreement
and the other Loan  Documents  which,  among other  things,  contain  provisions
regarding  optional and mandatory  prepayment and  acceleration of maturity upon
certain  Events of Default  described  therein.  This  Revolving  Credit Note is
secured by the Security Documents.

<PAGE>


         4.  WAIVERS.  EXCEPT AS  OTHERWISE  EXPRESSLY  PROVIDED FOR IN THE LOAN
AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE MAKER, SIGNERS, SURETIES,
GUARANTORS,  ENDORSERS  AND OTHER PARTIES EVER LIABLE FOR PAYMENT OF ANY SUMS OF
MONEY  PAYABLE  ON THIS  REVOLVING  CREDIT  NOTE  JOINTLY  AND  SEVERALLY  WAIVE
VALUATION AND  APPRAISAL,  DEMAND,  PRESENTMENT,  NOTICE OF DISHONOR,  NOTICE OF
INTENT TO DEMAND OR  ACCELERATE  PAYMENT  HEREOF,  NOTICE OF  DEMAND,  NOTICE OF
ACCELERATION,  DILIGENCE IN COLLECTING, GRACE, NOTICE, AND PROTEST, AND AGREE TO
ONE OR MORE  RENEWALS OR EXTENSIONS  FOR ANY PERIOD OR PERIODS OF TIME,  PARTIAL
PAYMENTS,  AND RELEASES OR SUBSTITUTIONS OF SECURITY,  IN WHOLE OR IN PART, WITH
OR WITHOUT NOTICE,  BEFORE OR AFTER MATURITY.  NO WAIVER BY LENDER OF ANY OF ITS
RIGHTS OR REMEDIES HEREUNDER OR UNDER ANY OTHER DOCUMENT  EVIDENCING OR SECURING
THIS  REVOLVING  CREDIT NOTE OR  OTHERWISE  SHALL BE  CONSIDERED A WAIVER OF ANY
OTHER SUBSEQUENT RIGHT OR REMEDY OF LENDER; NO DELAY OR OMISSION IN THE EXERCISE
OR  ENFORCEMENT BY LENDER OF ANY RIGHTS OR REMEDIES SHALL EVER BE CONSTRUED AS A
WAIVER OF ANY RIGHT OR REMEDY OF LENDER;  AND NO EXERCISE OR  ENFORCEMENT OF ANY
SUCH  RIGHTS OR  REMEDIES  SHALL EVER BE HELD TO EXHAUST  ANY RIGHT OR REMEDY OF
LENDER.

         5. LEGAL FEES.  If this  Revolving  Credit Note shall be  collected  by
legal  proceedings or through a probate or bankruptcy  court, or shall be placed
in the  hands of an  attorney  for  collection  after an  Event  of  Default  or
maturity,   the  undersigned  agrees  to  indemnify  Lender  for  all  costs  of
collection,  including, but not limited to court costs and reasonable attorneys'
fees.

         6.  ACCELERATION.  Upon the  occurrence of one or more of the Events of
Default specified in the Loan Agreement,  the holder thereof may, at its option,
declare the entire  unpaid  balance of  principal  and accrued  interest on this
Revolving  Credit Note to be immediately due and payable,  without notice of any
kind.

         7.  GOVERNING  LAW.  THIS  REVOLVING  CREDIT NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAW  PRINCIPLES;  PROVIDED THAT SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL  OBLIGATIONS LAW SHALL APPLY, AND THE  OBLIGATIONS,  RIGHTS AND
REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE DETERMINED  IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.

         8.  NOTICE OF FINAL  AGREEMENT.  THIS  AGREEMENT  REPRESENTS  THE FINAL
AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         9.  MISCELLANEOUS.  Maker and the  Lender  intend  that this  Revolving
Credit  Note  shall be in  compliance  with  all  applicable  laws and  shall be
enforceable  in accordance  with its terms.  If any provision of this  Revolving
Credit Note shall be illegal or  unenforceable,  such provision  shall be deemed
cancelled to the same extent,  as though it never had appeared  herein,  but the
remaining  provisions  shall not be  affected  thereby.  In the  event  that the
interest rate provided for in this  Revolving  Credit Note shall be deemed to be
usurious under  applicable law, then such interest rate shall be deemed modified
to the highest rate permitted under such  applicable  usury law and all payments
theretofore  made  shall  be  credited  as  though  such  rate had been the rate
originally provided for herein.

         Any and all  references  in this  Revolving  Credit  Note to any  other
document or documents shall be references to such other document or documents as
the same may from time to time be modified,  amended,  renewed,  consolidated or
extended.

         The term "Maker" as used herein shall include the  undersigned  and its
successors and assigns; provided that this paragraph shall not be deemed to be a
consent or approval by the Lender of any transfer or assignment by Maker.

<PAGE>

         This  Revolving  Credit  Note is executed as of the date and year first
above written.





























<PAGE>





                                     MAKER:

                                     E-LOAN, INC.

                                     -------------------------------------------
                                     By:
                                        ----------------------------------------
                                     Its:
                                         ---------------------------------------