Exhibit 10.98


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.

                                      -1-
<PAGE>
                                                                   Exhibit 10.98


       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


                                      -2-
<PAGE>
                                                                   Exhibit 10.98


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.

       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

                                      -3-
<PAGE>
                                                                   Exhibit 10.98


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 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

                                      -4-
<PAGE>
                                                                   Exhibit 10.98


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.

       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


                                      -5-
<PAGE>
                                                                   Exhibit 10.98


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.

       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.

                                      -6-
<PAGE>
                                                                   Exhibit 10.98


       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 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.

                                      -7-
<PAGE>
                                                                   Exhibit 10.98


              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

                                   E-LOAN, INC.

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

                                      -8-
<PAGE>
                                                                   Exhibit 10.98


                               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.



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            (Date)                                        (Signature)

<PAGE>
                                                                   Exhibit 10.98


                                 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
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                                 (Please Print)

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                                         Dated:
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                                         Holder's Signature:
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                                         Holder's Address:
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Signature Guaranteed:
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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.