E-LOAN, INC.

                                   EXHIBIT 4.1


THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND
QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES,
INCLUDING AVAILABILITY OF AN EXEMPTION, AN OPINION OF COUNSEL FOR THE HOLDER,
CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION
ARE NOT REQUIRED.

                             STOCK PURCHASE WARRANT
                  To Purchase 300,000 Shares of Common Stock of
                                  E-LOAN, INC.

         THIS CERTIFIES that, for value received, GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC. (the "Investor"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time in whole or in part on or prior to
the close of business on the date five (5) years after the date hereof, but not
thereafter, to subscribe for and purchase, from E-LOAN, INC., a Delaware
corporation (the "Company"), Three Hundred Thousand (300,000) shares of Common
Stock. The purchase price of one share of Common Stock under this Warrant shall
be equal to One Dollar and Fifty-five Cents ($1.55). The purchase price and the
number of shares for which the Warrant is exercisable shall be subject to
adjustment as provided herein.

   1. TITLE OF WARRANT. Prior to the expiration hereof and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part at the office or agency of the Company,
referred to in Section 2 hereof, by the holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant together with the Assignment
Form annexed hereto properly endorsed.


   2. EXERCISE OF WARRANT. The purchase rights represented by this Warrant are
exercisable by the registered holder hereof, in whole or in part, at the times
specified in the first paragraph hereof, by the surrender of this Warrant and
the Notice of Exercise Form annexed hereto duly executed at the office of the
Company, in Dublin, California (or such other office or agency of the Company as
it may designate by notice in writing to the registered holder hereof at the
address of such holder appearing on the books of the Company), and upon payment
of the purchase price of the shares thereby purchased (by cash or by check or
bank draft payable to the order of the Company or by cancellation of
indebtedness of the Company to the holder hereof, if any, at the time of
exercise in an amount equal to the purchase price of the shares thereby
purchased); whereupon the holder of this Warrant shall be entitled to receive a
certificate for the number of shares of Common Stock so purchased. The Company
agrees that if at the time of the surrender of this Warrant and purchase the
holder hereof shall be entitled to exercise this Warrant, the shares so
purchased shall be deemed to be issued to such holder as the record owner of
such shares as of the close of business on the date on which this Warrant shall
have been exercised as aforesaid.

         Certificates for shares purchased hereunder shall be delivered to the
holder hereof within ten (10) business days after the date on which this Warrant
shall have been exercised as aforesaid.

                                  EXHIBIT 4.1
                                      -1-

<PAGE>

         The Company covenants that all shares of Common Stock which may be
issued upon the exercise of rights represented by this Warrant will, upon
exercise of the rights represented by this Warrant, be fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

         Notwithstanding any provisions herein to the contrary, if, at the time
of exercise of this Warrant, the fair market value of one share of the Company's
Common Stock is greater than the per share purchase price of this Warrant, in
lieu of exercising this Warrant for cash, the holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof
being canceled) by surrender of this Warrant at the principal office of the
Company together with notice of such election and the properly endorsed Form of
Subscription in which event the Company shall issue to the holder a number of
shares of Common Stock computed using the following formula:

                  X = Y(A-B)
                      ------
                         A

         Where    X =      the number of shares of Common Stock to be issued to
                           the holder

                  Y =      the number of shares of Common Stock purchasable
                           under the Warrant or, if only a portion of the
                           Warrant is being exercised, the portion of the
                           Warrant being canceled (at the date of such
                           calculation)

                  A =      the fair market value of one share of the Company's
                           Common Stock

                  B =      per share purchase price of this Warrant (as adjusted
                           to the date of such calculation)

         For purposes of the above calculation, "fair market value" of a share
of Common Stock as of a particular date shall mean:

          (i) The average of the closing prices (as listed on the Nasdaq
     National Market (or such other exchange on which the shares are listed) and
     reported in The Wall Street Journal) of the Common Stock over the ten-day
     period ending on the last trading day of the Common Stock prior to the date
     of such calculation and including such last trading day as one of the ten
     days; and

          (ii) If there is no public market for the Common Stock, then fair
     market value shall be determined by the Company's Board of Directors in
     good faith.

   3. LOCK-UP PERIOD. With respect to the Common Stock acquired by Investor
pursuant to the exercise of this Warrant, the holder agrees not to (x) offer,
pledge, sell or contract to sell the Common Stock; sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase in connection with the Share; or otherwise transfer or
dispose of, directly or indirectly, the Common Stock; or (y) enter into any swap
or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of the Common Stock (regardless of
whether any transaction described in clause (x) or (y) is to be settled by the
delivery of the Share, in cash or otherwise), without the prior written consent
of the Company; provided, however, that the provisions of this Section 3 shall
not apply to transactions between the Investor, on the one hand, and any
corporation, partnership, limited liability company or any other entity which is
wholly owned by or which wholly owns the Investor (each, an "Affiliate"), on the
other hand; provided that, such Affiliate agrees in writing to be bound by the
terms of this Section 3 to the same extent as the holder.

                                  EXHIBIT 4.1
                                      -2-

<PAGE>


         The foregoing notwithstanding, the first 150,000 shares of the Common
Stock (subject to adjustment as describer herein) acquired by Investor pursuant
to the exercise of this Warrant shall be relieved of the lock-up restrictions of
this Section 3 ninety (90) days from the date of this Warrant. The remaining
shares of the Common Stock acquired by Investor pursuant to the exercise of this
Warrant shall be relieved of the lock-up restrictions one hundred and eighty
(180) days from the date of the Warrant. The provisions of this Section 3 shall
be inapplicable following the date which is 180 days from the date of this
Warrant.

   4. REGISTRATION OF STOCK. The Company agrees as follows:

     a. REQUIRED REGISTRATION. Notwithstanding anything to the contrary
contained herein or in any other agreement to which the Company is bound, on or
prior to May 20, 2001, the Company agrees to have registered for resale under
the Securities Act of 1933 the 300,000 shares of common stock issuable upon
exercise of the warrants (subject to adjustment as described herein), which
shares (a) will remain unissued until the earlier of Investor's exercise in full
of the Warrants or the expiration of the exercise period therefore and (b) upon
issuance to Investor in accordance with the Warrant, may be sold by Investor
free and clear of any sale restrictions (subject to the restrictions contained
in the preceding section). If the Company shall fail to comply with any portion
of the preceding sentence, the Company shall deliver 300,000 shares of
unregistered common stock upon exercise of the warrants, and such shares may be
sold pursuant to and subject to the requirements of Rule 144 under the
Securities Act. The Company's delivery of unregistered shares shall be
Investor's sole remedy for any failure by the Company to register shares
pursuant to this Section 4. The Company shall not be obligated to file and cause
to become effective more than one registration statement. Such registration
shall be at Company's expense (which shall include, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent accountants for Company, and fees and expenses incident
to compliance with state securities law, but shall not include fees and
disbursements of counsel for Investor).

     b. INDIVIDUAL REGISTRATION. (a) If, at any time during the period
commencing on the effective date of this Warrant and ending ten (10) years
thereafter, Company shall determine to register under the Securities Act of
1933, as amended, any shares of common stock to be offered for cash by it or
others, pursuant to a registration statement on Form S-3 (or its equivalent),
Company will (i) promptly give written notice to Investor of its intention to
file such registration statement and (ii) at Company's expense (which shall
include, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent accountants for
Company, and fees and expenses incident to compliance with state securities law,
but shall not include fees and disbursements of counsel for Investor) include
among the securities covered by the registration statement such portions of the
Common Stock then held by Investor as shall be specified in a written request to
Company within thirty (30) days after the date on which Company gave the notice
described in (a)(i) above. (b) Upon receipt of such written request and of the
shares of Common Stock specified in the request (any shareholder requesting
registration being individually called a "Selling Shareholder"), Company shall:
(i) use its reasonable best efforts to effect the registration, qualification or
compliance of the common stock under the Securities Act and under any other
applicable federal law and any applicable securities or blue sky laws of
jurisdictions within the United States; (ii) furnish each Selling Shareholder
such number of copies of the prospectus contained in the registration statement
filed under the Securities Act (including preliminary prospectus) in conformity
with the requirements of the Securities Act, and such other documents as the
Selling Shareholder may reasonably request in order to facilitate the
disposition of the Common Stock covered by the registration statement; and (iii)
notify each Selling Shareholders at any time when a prospectus relating to the
Common Stock covered by such registration statement is required to be delivered
under the Securities Act, of the happening of any event as a result of which the
prospectus forming a part of such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state

                                  EXHIBIT 4.1

                                      -3-
<PAGE>


any material fact required to be stated therein or necessary to make the
statements therein not misleading, and at the request of the Selling
Shareholders prepare and furnish to the Selling Shareholders any reasonable
number of copies of any supplement to or amendment of such prospectus as may be
necessary so that, as thereafter delivered to purchasers of the stock, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading. (c) If the offering of securities to be
registered by Company is underwritten, each Selling Shareholder shall sell the
common stock to or through the underwriter(s) of the securities being registered
for the account of Company or others upon the same terms applicable to Company
or others, and if the managing underwriter(s) reasonably determine that all or
any portion of the shares of common stock held by the Selling Shareholders
should not be included in the registration statement, then notwithstanding
anything to the contrary in this Section, the determination of such
underwriter(s) shall be conclusive; provided however that if such underwriter(s)
determine that some but not all of the common stock of the Selling Shareholders
shall be included in the registration statement, the number of shares of common
stock owned by each Selling Shareholder to be included in the registration
statement will be proportionately reduced in accordance with the respective
written requests given as provided above.


     c. INDEMNIFICATION. In the event that Common Stock purchased pursuant to
this Warrant are included in a registration statement under this Section 4,
Company will indemnify and hold harmless each Selling Shareholder and each other
person, if any, who controls such Selling Shareholder within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such Selling Shareholder or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of are based
upon any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any registration statement pursuant
to which the Common Stock were registered under the Securities Act, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arise out of or are
based upon the failure by Company to file any amendment or supplement thereto
that was required to be filed under the Securities Act, and will reimburse such
Selling Shareholder and each such controlling person for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action. Notwithstanding the
foregoing, Company will not be liable in any such case to the extent that any
such loss, claim, damage, or liability arises out of or is based upon an untrue
statement or omission made in such registration statement, preliminary
prospectus, final prospectus or amendment or supplement in reliance upon and in
conformity with written information furnished to Company through an instrument
duly executed by or on behalf of any Selling Shareholder specifically for use in
the preparation of such registration statement, preliminary prospectus, final
prospectus, or amendment or supplement.

     It shall be a condition precedent to the obligation of Company to take any
action pursuant to this Section that Company shall have received an undertaking
satisfactory to it from each Selling Shareholder to indemnify and hold harmless
Company (in the same manner and to the same extent as set forth in this
Section), each director of Company, each officer who shall sign such
registration statement, and any persons who control Company within the meaning
of the Securities Act, with respect to any statement or omission from such
registration statement, preliminary prospectus, or any final prospectus
contained therein, or any amendment or supplement thereto, if such statement or
omission was made in reliance upon and in conformity with written information
furnished to Company through an instrument duly executed by the indemnifying
party specifically for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, or amendment or supplement.


                                   EXHIBIT 4.1
                                      -4-

<PAGE>

     Promptly following receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to above in this Section
4(c), such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action. In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying party
similarly notified, to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after indemnified party consents to
the indemnifying party's election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party for any legal or
other expenses subsequently incurred by the indemnified party in connection with
the defense thereof.

     d. BINDING PROVISIONS. The provisions of this Section 4 shall be binding on
the successors of Company. No Selling Shareholder may assign the provisions of
this Section 4 or all or any part of its or their rights or obligations
hereunder, except that in the event of a merger or consolidation in which the
Company is not the survivor, the Company shall assign and transfer, and
successor shall assume, the provisions of this Section 4.

   5. NO FRACTIONAL SHARES OR SCRIPT. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a share called for upon the exercise of
this Warrant, an amount equal to such fraction multiplied by the then current
price at which each share may be purchased hereunder shall be paid in cash to
the holder of this Warrant.

   6. CHARGES, TAXES AND EXPENSES. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant; or in such name or names as may be directed by the
holder of this Warrant; provided, however, that in the event certificates for
shares of Common Stock are to be issued in a name other than the name of the
holder of this Warrant, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the holder
hereof; and provided, further, that upon any transfer involved in the issuance
or delivery of any certificates for shares of Common Stock, the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

   7. NO RIGHTS AS SHAREHOLDERS. This Warrant does not entitle the holder
hereof to any voting rights or other rights as a shareholder of the Company
prior to the exercise thereof.

   8. EXCHANGE AND REGISTRY OF WARRANT. This Warrant is exchangeable, upon the
surrender hereof by the registered holder at the above-mentioned office or
agency of the Company, for a new Warrant of like tenor and dated as of such
exchange. The Company shall maintain at the above-mentioned office or agency a
registry showing the name and address of the registered holder of this Warrant.
This Warrant may be surrendered for exchange, transfer or exercise, in
accordance with its terms, at such office or agency of the Company, and the
Company shall be entitled to rely in all respects, prior to written notice to
the contrary, upon such registry.

   9. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.

                                  EXHIBIT 4.1
                                      -5-

<PAGE>

   10. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday or a Sunday or shall be a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
legal holiday.

   11. EARLY TERMINATION AND DILUTION.

     a. MERGER, SALE OF ASSETS, ETC. If at any time the Company proposes to
consolidate with, merge with, sell or convey all or substantially all of its
assets to any other corporation, or effect some other form of reorganization (a
"Merger Event"), then the holder of this Warrant shall thereafter be entitled to
receive upon exercise of the Warrant, the number of shares of securities of the
successor corporation resulting from such Merger Event, equivalent in value to
that which would have been issuable if the holder of this Warrant had exercised
this Warrant immediately prior to the Merger Event.

     b. RECLASSIFICATION, ETC. If the Company at any time shall, by subdivision,
combination or reclassification of securities or otherwise, change any of the
securities to which purchase rights under this Warrant exist into the same or a
different number of securities of any class or classes, or issue any stock
dividends or dividends payable other than a cash dividend, this Warrant shall
thereafter be to acquire such number and kind of securities as would have been
issuable as the result of such change or dividend with respect to the securities
which were subject to the purchase rights under this Warrant immediately prior
to such subdivision, combination, or dividend, reclassification or other change.
If shares of the Company's Common Stock are subdivided or combined into a
greater or smaller number of shares of Common Stock, the purchase price under
this Warrant shall be proportionately reduced in case of subdivision of shares
or proportionately increased in the case of combination of shares, in both cases
by the ratio which the total number of shares of Common Stock to be outstanding
immediately after such event bears to the total number of shares of Common Stock
outstanding immediately prior to such event.

     c. CASH DISTRIBUTIONS. No adjustment on account of cash dividends or
interest on the Company's Common Stock or other securities purchasable hereunder
will be made to the purchase price under this Warrant.

     d. AUTHORIZED SHARES. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of Common Stock
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of the Company's Common
Stock upon the exercise of the purchase rights under this Warrant.

   12. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to
the holder of this Warrant as follows:

     a. This Warrant has been duly authorized and executed by the Company and is
a valid and binding obligation of the Company enforceable in accordance with its
terms, subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and the rules of law or principles at equity governing
specific performance, injunctive relief and other equitable remedies;

     b. As of the date of this Warrant, the Company has issued and outstanding
53,650,366 shares of Common Stock, and the shares subject to this Warrant have
been duly authorized

                                  EXHIBIT 4.1
                                      -6-
<PAGE>


and reserved for issuance by the Company and, when issued in accordance with the
terms hereof will be validly issued, fully paid and non-assessable;

     c. The rights, preferences, privileges and restrictions granted to or
imposed upon the shares subject to this Warrant and the holders thereof are as
set forth in the Company's Certificate of Incorporation, as amended to the Date
of this Warrant;

     d. The execution and delivery of this Warrant are not, and the issuance of
the Shares upon exercise of this Warrant in accordance with the terms hereof
will not be, inconsistent with the Company's Charter or by-laws, do not and will
not contravene any law, governmental rule or regulation, judgment or order
applicable to the Company, and do not and will not conflict with or contravene
any material provision of, or constitute a default under, any material
indenture, mortgage, contract or other instrument of which the Company is a
party or by which it is bound or require the consent or approval of, the giving
of notice to, the registration or filing with or the taking of any action in
respect of or by, any Federal, state or local government authority or agency or
other person, except for the filing of notices pursuant to federal and state
securities laws, which filings will be effected by the time required thereby;
and

     e. There are no actions, suits, audits, investigations or proceedings
pending or, to the knowledge of the Company, threatened against the Company in
any court or before any governmental commission, board or authority which, if
adversely determined, will have a material adverse effect on the ability of the
Company to perform its obligations under this Warrant.

   13. MISCELLANEOUS.

     a. ISSUE DATE. The provisions of this Warrant shall be construed and shall
be given effect in all respect as if it had been issued and delivered by the
Company on the date hereof. This Warrant shall be binding upon any successors or
assigns of the Company. This Warrant shall constitute a contract under the laws
of the State of California and for all purposes shall be construed in accordance
with and governed by the laws of said state.

     b. RESTRICTION. The holder hereof acknowledges that the Common Stock
acquired upon the exercise of this Warrant may have restrictions upon its resale
imposed by state and federal securities laws.

     c. WAIVERS AND AMENDMENTS. This Warrant may only be amended or any
provision waived with the written consent of the Holder and the Company.

     d. NOTICE. Any notice, request, communication or other document required or
permitted to be given or delivered to the holder hereof or the Company shall be
delivered, or shall be sent by certified or registered mail, postage prepaid, to
each such holder at its address as shown on the books of the Company or to the
Company at 5875 Arnold Road, Dublin, California 94568, attn: Steve Majerus, Vice
President of Secondary Marketing, with a copy to Edward A. Giedgowd, General
Counsel at the same address.

     IN WITNESS WHEREOF, E-LOAN, Inc. has caused this Warrant to be executed by
its officers thereunto duly authorized.

Dated:  2-23-01
        -------

                                  EXHIBIT 4.1
                                      -7-
<PAGE>

                                 E-LOAN, INC.



                                 By:/s/ Matt Roberts
                                    ------------------------------------------
                                    Name: Matt Roberts
                                    Title: CFO





                                   EXHIBIT 4.1
                                      -8-

<PAGE>




                               NOTICE OF EXERCISE

To:  E-LOAN, INC.

         (1) The undersigned hereby elects to purchase ______________ shares of
Common Stock of E-LOAN, INC. pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price in full, together with all
applicable transfer taxes, if any.

         (2) Please issue a certificate representing said shares of Common Stock
in the name of the undersigned or in such other name as is specified below:


                         -------------------------------
                                     (Name)


                         -------------------------------
                                    (Address)

         (3) The undersigned represents that the aforesaid shares of Common
Stock are being acquired for the account of the undersigned for investment and
not with a view to, or for resale in connection with, the distribution thereof
and that the undersigned has no present intention of distributing or reselling
such shares.




            (Date)                                         (Signature)
 ----------------------------                     ------------------------------

                                  EXHIBIT 4.1
                                      -9-


<PAGE>




                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                    Do not use this form to purchase shares.)

     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to




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                                       (Please Print)

whose address is
                 --------------------------------------------------------------
                                       (Please Print)


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                              Dated:
                                      -----------------------------------------

                              Holder's Signature:
                                                 ------------------------------

                              Holder's Address:
                                               --------------------------------


                                               --------------------------------

Signature Guaranteed:
                     ----------------------------------------------------------

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant without alteration or enlargement or any
change whatever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing, Warrant.





                                  EXHIBIT 4.1
                                      -10-