Exhibit 10.101

                      SECURITY AGREEMENT AND ASSIGNMENT OF
                                  E-LOAN, INC.

     This Security  Agreement  And  Assignment  ("AGREEMENT")  is executed as of
April 2, 2001,  by E-LOAN,  INC.,  a Delaware  corporation  ("Debtor"),  for the
benefit  of BANK ONE,  NA, a national  banking  association  with its  principal
offices in Columbus, Ohio ("SECURED PARTY").

     FOR  VALUABLE  CONSIDERATION,  the receipt and adequacy of which are hereby
acknowledged, Debtor hereby covenants and agrees with Secured Party as follows:

     1.   REFERENCE TO LOAN  AGREEMENT.  This  Agreement  is being  executed and
delivered in connection  with that certain Loan  Agreement (as the same may have
been or hereafter be renewed, extended, amended,  supplemented, or modified, the
"LOAN  AGREEMENT"),  dated as of the date  hereof,  between  Debtor and  Secured
Party.  The  terms,  conditions,  and  provisions  of  the  Loan  Agreement  are
incorporated  herein by  reference,  the same as if set forth  herein  verbatim,
which terms,  conditions,  and provisions shall continue to be in full force and
effect  hereunder  so long as Secured  Party is obligated to lend under the Loan
Agreement and thereafter until the Obligations are paid and performed in full.

     2.   CERTAIN  DEFINITIONS.  Unless otherwise defined herein, or the context
hereof otherwise requires,  each term defined in either the Loan Agreement or in
the UCC is used in this Agreement with the same meaning;  PROVIDED, THAT, (a) if
the definition given a term in the Loan Agreement  conflicts with the definition
given that term in the UCC, the Loan Agreement  definition  shall control to the
extent legally allowable, and (b) if any definition given a term in Article 9 of
the UCC conflicts  with the  definition  given that term in any other chapter of
the UCC, the Chapter 9 definition shall prevail.  As used herein,  the following
terms have the meanings indicated:

     COLLATERAL has the meaning set forth in PARAGRAPH 4 hereof.

     OBLIGOR means any Person  obligated with respect to any of the  Collateral,
whether  as  an  obligor  on  chattel  paper,  account  debtor,  obligor  on  an
instrument, issuer of securities, or otherwise.

     SECURITY  INTEREST means the security  interest  granted and the pledge and
assignment made under Paragraph 3 hereof.

     UCC means the  Uniform  Commercial  Code as enacted in the State of Ohio or
other applicable jurisdiction, as amended at the time in question.

     3.   SECURITY INTEREST. In order to secure the full and complete payment of
the Obligations when due and performance under the Loan Agreement and other Loan
Documents  and  all  other  obligations  of  Debtor  to  Secured  Party  and any
subsidiary  or

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                                                                  Exhibit 10.101


affiliate of Secured Party,  whether now existing or hereafter  arising,  Debtor
hereby grants to Secured Party a security interest in the Collateral and pledges
and assigns the Collateral to Secured  Party,  all upon and subject to the terms
and conditions of this Agreement.  Such security  interest is granted and pledge
and assignment are made as security only and shall not subject Secured Party to,
or  transfer  or in any way  affect or modify,  any  obligation  of Debtor  with
respect to any of the  Collateral  or any  transaction  involving or giving rise
thereto.

     4.   COLLATERAL.  As used herein, the term "Collateral" means all property,
now owned or  hereafter  acquired  or  arising,  of DEBTOR,  including,  without
limitation, the following items and types of property:

          (a)  All of  Debtor's  interest in  Contracts,  chattel  paper,  lease
     agreements,  conditional or installment sales contracts,  other instruments
     or documents  (which shall  include any and all  certificates  of title and
     other  such  security  instruments)  evidencing  both a debt  and  security
     interest in motor vehicles.

          (b)  All other present and future accounts,  contract rights,  general
     intangibles,  chattel paper, documents,  instruments and all Rights arising
     therefrom,  inventory,  including,  without  limitation,  vehicles  held as
     inventory for sale,  equipment,  computer hardware and software,  fixtures,
     securities,  customer  lists,  other goods,  money,  and deposit  accounts,
     wherever located,  now owned or hereafter  acquired by Debtor,  and any and
     all present and future tax refunds of any kind  whatsoever  to which Debtor
     is now or shall hereafter become entitled.

          (c)  All cash and securities (whether or not marketable) of Debtor.

          (d)  The  balance  of every  deposit  account  of Debtor and any other
     claim of Debtor  against  Secured  Party or any of its  Affiliates,  now or
     hereafter existing, whether liquidated or unliquidated.

          (e)  The  balance  of every  deposit  account  of Debtor and any other
     claim  of  Debtor  against  any  other  bank or  other  form  of  financial
     institution, now or hereafter existing, whether liquidated or unliquidated.

          (f)  All  present  and  future   increases,   profits,   combinations,
     reclassification,  improvements, and products of, accessions,  attachments,
     and other  additions to,  tools,  parts,  and equipment  used in connection
     with, and substitutes and  replacements  for, all or part of the Collateral
     heretofore described.

          (g)  All  present  and  future  accounts,   contract  rights,  general
     intangibles,  chattel  paper,  documents,  instruments,  cash and  non-cash
     proceeds,  and  other  Rights  arising  from or by  virtue  of, or from the
     voluntary  or  involuntary   sale,  lease,  or  other  disposition  of,  or
     collections with respect to, or insurance proceeds payable with respect to,
     or  proceeds  payable  by  virtue  of  warranty  or  other  claims  against
     manufacturers  of, or claims  against any other Person with respect to, all
     or any  part of the  Collateral  heretofore  described  in this  clause  or
     otherwise.

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                                                                  Exhibit 10.101


          (h)  All present and future  security for the payment to Debtor of any
     of the  Collateral  heretofore  described and goods which gave or will give
     rise to any of such Collateral or are evidenced, identified, or represented
     therein or thereby.

          (i)  All books and records (including,  without limitation,  customers
     lists, credit files,  tapes, ledger cards,  computer software and hardware,
     electronic data processing software,  computer programs, computer printouts
     and  other  computer  materials  and  records)   evidencing  or  containing
     information regarding or otherwise pertaining to any of the foregoing.

PROVIDED,  HOWEVER,  that the Collateral  shall not in any event include (i) the
property  described in attached  Attachment I or (ii) the property  described in
attached Attachment II.

     The  description  of Collateral  contained in this Paragraph 4 shall not be
deemed  to  permit  any  action   prohibited  by  this  Agreement  or  by  terms
incorporated in this Agreement.

     5.   REPRESENTATIONS  AND  WARRANTIES.  Debtor  represents  and warrants to
Secured Party that:

          (a)  Debtor's  chief  executive  office is located  at the  address as
     shown on SCHEDULE I. The present and foreseeable location of Debtor's books
     and records  concerning the Collateral is its chief executive  office,  and
     all such books, records and Collateral are in Debtor's  possession.  All of
     Debtor's  assets  are  currently  located  at the  locations  described  on
     SCHEDULE I.

          (b)  The  Collateral  that  is or may be  fixtures  is  located  on or
     affixed to the real property  described on ANNEX A (but the failure of such
     description  to be  accurate  or  complete  shall not impair  the  Security
     Interest in such Collateral).

          (c)  All  Collateral  that  is  Contracts,  accounts,  chattel  paper,
     instruments,  or  general  intangibles  is free from any claim for  credit,
     deduction,  or allowance of an Obligor and free from any defense,  dispute,
     setoff,  or  counterclaim,  and there is no  extension or  indulgence  with
     respect thereto.

          (d)  At the option of Secured Party, all Collateral that is Contracts,
     accounts,  contract  rights,  chattel paper, or instruments will be paid in
     full at maturity,  and, if not paid, at Secured  Party's option such unpaid
     amount may be deducted from any payment then or thereafter due from Secured
     Party to Debtor,  and  Secured  Party may retain  such  Contract,  account,
     chattel paper, or instrument as Collateral for any  outstanding  portion of
     the Obligations.

          (e)  SCHEDULE II sets forth a correct and complete listing of all real
     property owned by Debtor and a legal description with respect thereto,  all
     leases and  subleases  of real or personal  property by Debtor as lessee or
     sublessee,  and

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                                                                  Exhibit 10.101


     all leases and subleases or real or personal  property by Debtor as lessor,
     lessee, sublessor or sublessee. All Collateral that is an assigned contract
     or assigned lease is in full force and effect;  there have been no renewals
     or extensions of, or  amendments,  modifications,  or  supplements  to, any
     thereof about which  Secured Party has not been advised in writing;  Debtor
     is in possession of the property covered by each such assigned lease;  and,
     no default or potential  default has occurred and is  continuing  under any
     such assigned contract or assigned lease.

          (f)  Debtor owns all presently existing  Collateral,  and will acquire
     all  hereafter  acquired  Collateral,  free and clear of all Liens,  except
     Permitted Liens that have been disclosed in writing to Secured Party.

     The  delivery at any time by Debtor to Secured  Party of  Collateral  or of
additional  specific  descriptions  of certain  Collateral  shall  constitute  a
representation  and  warranty  by Debtor to  Secured  Party  hereunder  that the
representations  and  warranties  of this  PARAGRAPH 5 are true and correct with
respect to each item of such Collateral.

     6.   CERTAIN  COVENANTS.  So long as Secured  Party is  committed to extend
credit to Debtor under the Loan Agreement and thereafter  until the  Obligations
are paid and performed in full,  Debtor  covenants and agrees with Secured Party
that Debtor will:

          (a)  Maintain at Debtor's chief  executive  office a current record of
     where all Collateral is located, permit representatives of Secured Party to
     inspect and make abstracts from such records, and furnish to Secured Party,
     at such intervals as Secured Party may reasonably request,  such documents,
     lists,  descriptions,   certificates,  and  other  information  as  may  be
     necessary  or proper to keep  Secured  Party  informed  with respect to the
     identity, location, status, condition, and value of the Collateral.

          (b)  Fully perform all of Debtor's duties under and in connection with
     each transaction to which the Collateral,  or any part thereof, relates, so
     that the amounts thereof shall actually become payable in their entirety to
     Secured Party.

          (c)  Promptly notify Secured Party of any dispute,  claim,  action, or
     proceeding  which might have a Material Adverse Effect on all or any of the
     Collateral or the Security  Interest and, at the request of Secured  Party,
     appear in and defend, at Debtor's expense, any such action or proceeding.

          (d)  Hold in trust (and not commingle with other assets of Debtor) for
     Secured Party all Collateral that is Contracts, chattel paper, instruments,
     or  documents at any time  received by Debtor and promptly  deliver same to
     Secured  Party unless  Secured  Party at its option (which may be evidenced
     only by a writing signed by Secured Party stating that Secured Party elects
     to permit Debtor to so retain) permits Debtor to retain the same.

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<PAGE>
                                                                  Exhibit 10.101


          (e)  Not sell,  lease,  or  otherwise  dispose of, or permit the sale,
     lease,  or disposition  of, any Collateral  except for sales,  leases,  and
     other dispositions permitted by the terms of the Loan Agreement.

          (f)  Use,  operate,   maintain,  and  store  the  Collateral  that  is
     equipment,  with reasonable  care,  skill, and caution and keep the same in
     good repair, working order, and conditions, and promptly make all necessary
     repairs or replacements to that end.

          (g)  At Debtor's expense and Secured Party's request,  before or after
     an Event of Default,  file or cause to be filed such  applications and take
     such other  actions as Secured  Party may  request to obtain the consent or
     approval of any Governmental Authority to Secured Party's Rights hereunder,
     including, without limitation, the right to sell all the Collateral upon an
     Event  of  Default  without   additional  consent  or  approval  from  such
     Governmental  Authority  (and,  because Debtor agrees that Secured  Party's
     remedies at Law for failure of Debtor to comply with this  provision  would
     be inadequate and that such failure would not be adequately  compensable in
     damages,  Debtor  agrees  that  its  covenants  in  this  provision  may be
     specifically enforced).

          (h)  From time to time  promptly  execute and deliver to Secured Party
     all such  other  assignments,  certificates,  supplemental  documents,  and
     financing statements,  and do all other acts or things as Secured Party may
     reasonably  request  in  order to more  fully  create,  evidence,  perfect,
     continue, and preserve the priority of the Security Interest.

          (i)  Not use any of the Collateral, or permit the same to be used, for
     any unlawful purpose or in any manner  inconsistent  with the provisions or
     requirements of any policy of insurance  thereon,  nor affix or install any
     accessories,  equipment,  or device on the  Collateral  or on any component
     thereof if such addition will impair the original  intended function or use
     of the Collateral or such component.

          (j)  Not  modify  or  substitute,   or  permit  the   modification  or
     substitution  of,  any  contract  to which any of the  Collateral  which is
     chattel  paper  or  accounts  relates,  nor  extend  or  grant  indulgences
     regarding any chattel paper or account which is Collateral.

          (k)  Not relocate its chief  executive  office or place where Debtor's
     books and  records  related to  accounts  and  chattel  paper are kept,  or
     otherwise  relocate any of the other  Collateral  to a county,  parish,  or
     state other than as indicated  above unless prior thereto  Debtor (i) gives
     Secured Party thirty days prior written notice of such proposed  relocation
     (such  notice to  include,  without  limitation,  the name of the county or
     parish and state into which such relocation is to be made) and (ii) (unless
     the relocation is to a jurisdiction in which existing financing  statements
     or other required filings have previously been made to perfect the Security
     Interest in such  Collateral)  executes and  delivers  all such  additional
     documents and performs all additional  acts as Secured  Party,  in its sole
     discretion,

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<PAGE>
                                                                  Exhibit 10.101


     may request in order to continue or maintain the  existence and priority of
     the  Security  Interest in such  Collateral,  and not  relocate  any of the
     Collateral to any commonwealth,  nation, territory,  possession, or country
     outside the United States of America.

          (l)  Not change  Debtor's  name or address to which it is  entitled to
     receive notices  hereunder  unless prior thereto Debtor gives Secured Party
     thirty days prior written  notice of such proposed  change and executes and
     delivers all such additional  documents and performs all additional acts as
     Secured Party, in its sole discretion,  may request in order to continue or
     maintain the existence and priority of the Security  Interest in all of the
     Collateral.

     7.   DEFAULT;  REMEDIES.  Should an Event of Default  occur,  Secured Party
may, at its election,  exercise any and all Rights  available to a secured party
under the UCC,  in  addition  to any and all other  Rights  afforded by the Loan
Documents, at law, in equity, or otherwise,  including,  without limitation, (a)
requiring Debtor to assemble all or part of the Collateral and make it available
to  Secured  Party  at a place  to be  designated  by  Secured  Party  which  is
reasonably convenient to Debtor and Secured Party, (b) surrendering any policies
of  commercial  insurance on all or part of the  Collateral  and  receiving  and
applying the unearned  premiums as a credit on the Obligations,  (c) applying by
appropriate judicial  proceedings for appointment of a receiver,  without notice
to Debtor, either before or after judgment is obtained against Debtor by Secured
Party,  for all or part of the  Collateral  irrespective  of the  value  of such
Collateral (and Debtor hereby  irrevocably  consents to any such appointment and
to  jurisdiction  and venue of such  appointment  in state or federal  courts in
Franklin  County,  Ohio,  at the option of Secured  Party),  (d) applying to the
Obligations  any cash held by Secured Party under this  Agreement,  and (e) open
Debtor's  commercial  mail and  collect any and all amounts due such Debtor from
account debtors or insurers and exercise any and all of such Debtor's rights and
remedies with respect to such accounts and Policies. Secured Party shall provide
Debtor not less than ten (10) calendar days written  notice prior to any sale or
other intended disposition of the Collateral by Secured Party. The Secured Party
may sell the  Collateral at public or private sale and may purchase at such sale
or sales the Collateral for its own account (with whatever  consequential credit
to the Obligations as may be required herein or by law).

     8.   NOTICE AND APPLICATION OF PROCEEDS.

          (a)  NOTICE.  Reasonable  notification  of the time  and  place of any
     public sale of the Collateral, or reasonable notification of the time after
     which any private sale or other  intended  disposition of the Collateral is
     to be made,  shall be sent to Debtor and to any other  Person  entitled  to
     notice under the UCC; PROVIDED, THAT, if any of the Collateral threatens to
     decline  speedily  in  value  or is  of  the  type  customarily  sold  on a
     recognized  market,  Secured  Party may sell or  otherwise  dispose  of the
     Collateral  without  notification,  advertisement,  or other  notice of any
     kind.  It is  agreed  that  notice  sent or given  not  less  than ten (10)
     calendar days prior to the taking of the action to which the notice relates
     is reasonable notification and notice for the purposes of this CLAUSE (a).

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                                                                  Exhibit 10.101


          (b)  APPLICATION  OF PROCEEDS.  Secured Party shall apply the proceeds
     of any sale or other  disposition of the Collateral  under this PARAGRAPH 8
     in the following order:  first, to the payment of all its expenses incurred
     in retaking, holding, and preparing any of the Collateral for sale or other
     disposition,  in  arranging  for  such  sale or other  disposition,  and in
     actually  selling  or  disposing  of the same (all of which are part of the
     Obligations); second, toward repayment of amounts expended by Secured Party
     under PARAGRAPH 9; third,  toward payment of the balance of the Obligations
     in such order and  manner as Secured  Party,  in its  discretion,  may deem
     advisable,  or as a court of competent  jurisdiction may direct, fourth, to
     Debtor.  If the proceeds are  insufficient  to pay the Obligations in full,
     Debtor shall remain liable for any deficiency.

     9.   OTHER RIGHTS OF SECURED PARTY.

          (a)  PERFORMANCE.  In the event  Debtor shall fail to pay when due all
     Taxes on any of the Collateral, or to preserve the priority of the Security
     Interest  in any of the  Collateral  as  required  by  this  Agreement,  or
     otherwise fail to perform any of its  obligations  under the Loan Documents
     with respect to the Collateral,  then Secured Party may, at its option, but
     without  being  required to do so, pay such Taxes,  prosecute or defend any
     suits in relation to the Collateral,  or take all other action which Debtor
     is  required,  but has failed or refused to take under the Loan  Documents.
     Any sum which may be  reasonably  expended  or paid by Secured  Party under
     this CLAUSE (a) (including,  without limitation, court costs and reasonable
     attorneys'  fees)  shall bear  interest  from the dates of  expenditure  or
     payment at the Default Rate until paid and,  together  with such  interest,
     shall be payable by Debtor to Secured  Party upon  demand and shall be part
     of the Obligations.

          (b)  COLLECTION.  Upon notice from  Secured  Party,  each Obligor with
     respect  to any  payments  on any of  the  Collateral  (including,  without
     limitation,  dividends  and other  distributions  with respect to insurance
     proceeds  payable by reason or loss or damage to any of the  Collateral) is
     hereby  authorized  and  directed  by Debtor to make  payment  directly  to
     Secured  Party,   regardless  of  whether  Debtor  was  previously   making
     collections thereon.  Secured Party shall have the right in its own name or
     in the name of Debtor to  compromise or extend time of payment with respect
     to all or any  portion of the  Collateral  for such  amounts  and upon such
     terms as Secured Party may determine; to demand, collect,  receive, receipt
     for, sue for,  compound,  and give acquittances for any and all amounts due
     or to become due with  respect to  Collateral;  to take control of cash and
     other  proceeds  of any  Collateral;  to endorse  the name of Debtor on any
     notes,  acceptances,  checks,  drafts,  money orders, or other evidences of
     payment on Collateral  that may come into the  possession of Secured Party;
     to sign the name of Debtor on any invoice or bill of lading relating to any
     Collateral,  on any drafts against Obligors or other Persons making payment
     with respect to Collateral, on assignments and verifications of accounts or
     other  Collateral and on notices to Obligors making payment with respect to
     Collateral;  to  send  requests  for  verification  of  obligations

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                                                                  Exhibit 10.101


     to any Obligor;  and to do all other acts and things necessary to carry out
     the  intent of this  Agreement.  If any  Obligor  fails or  refuses to make
     payment on any Collateral  when due,  Secured Party is  authorized,  in its
     sole discretion,  either in its own name or in the name of Debtor,  to take
     such action as Secured Party shall deem  appropriate  for the collection of
     any amounts owed with  respect to  Collateral  or upon which a  delinquency
     exists. Regardless of any other provision hereof, Secured Party shall never
     be liable  for its  failure to  collect,  or for its  failure  to  exercise
     diligence  in  the   collection  of,  any  amounts  owed  with  respect  to
     Collateral, nor shall it be under any duty whatever to anyone except Debtor
     to account  for funds that it shall  actually  receive  hereunder.  Without
     limiting  the  generality  of the  foregoing,  Secured  Party shall have no
     responsibility  for  ascertaining  any  maturities,   calls,   conversions,
     exchanges,  offers, tenders, or similar matters relating to any Collateral,
     or for informing  Debtor with respect to any of such matters  (irrespective
     of whether Secured Party actually has, or may be deemed to have,  knowledge
     thereof).  The receipt of Secured  Party to any Obligor shall be a full and
     complete release, discharge, and acquittance to such Obligor, to the extent
     of any amount so paid to Secured Party.  The Rights  granted  Secured Party
     under  this  clause  (b) may be  exercised  only upon the  occurrence  of a
     Default  or an Event of  Default  and so long as such  Default  or Event of
     Default is continuing.

          (c)  CERTAIN PROCEEDS. Upon the occurrence of a Default or an Event of
     Default and so long as such Default or Event of Default is continuing,  any
     cash proceeds of Collateral which come into the possession of Secured Party
     may,  at  Secured  Party's  option,  be  applied in whole or in part to the
     Obligations (to the extent then due), be released in whole or in part to or
     on the written  instructions of Debtor for any general or specific purpose,
     or be  retained  in  whole  or in  part  by  Secured  Party  as  additional
     Collateral. Any cash Collateral in the possession of Secured Party may only
     be invested by Secured Party in  certificates  of deposit issued by Secured
     Party (if Secured Party issues such certificates),  or in securities issued
     or  guaranteed  by the United  States of  America  or any  agency  thereof.
     Secured  Party shall never be  obligated  to make any such  investment  and
     shall  never  have any  liability  to Debtor  for any loss which may result
     therefrom.  All interest and other  amounts  earned from any  investment of
     Collateral  may be dealt with by Secured  Party in the same manner as other
     cash Collateral.

          (d)  USE AND OPERATION OF COLLATERAL.  Should any Collateral come into
     the  possession  of Secured  Party,  Secured  Party may use or operate such
     Collateral  for the purpose of preserving  it or its value  pursuant to the
     order of a court of  appropriate  jurisdiction  or in  accordance  with any
     other Rights held by Secured  Party in respect of such  Collateral.  Debtor
     covenants  to  promptly  reimburse  and pay to  Secured  Party,  at Secured
     Party's request, the amount of all reasonable expenses (including,  without
     limitation,  the  cost of any  insurance  and  payment  of  Taxes  or other
     charges)  incurred  by Secured  Party in  connection  with its  custody and
     preservation of Collateral,  and all such expenses, costs, Taxes, and other
     charges shall bear interest at the Default Rate until repaid and,  together
     with such interest, shall be payable by Debtor to Secured Party upon demand
     and shall become part of the Obligations.  However,  the risk of accidental
     loss or


                                       8
<PAGE>
                                                                  Exhibit 10.101

     damage to, or diminution in value of, Collateral is on Debtor,  and Secured
     Party shall have no  liability  whatever  for failure to obtain or maintain
     insurance, nor to determine whether any insurance ever in force is adequate
     as to amount or as to the risks insured. With respect to Collateral that is
     in the possession of Secured Party, Secured Party shall have no duty to fix
     or preserve Rights against prior parties to such Collateral and shall never
     be liable for any failure to use diligence to collect any amount payable in
     respect of such  Collateral,  but shall be liable only to account to Debtor
     for what it may actually collect or receive thereon. The provisions of this
     CLAUSE  (d) shall be  applicable  whether  or not a Default  or an Event of
     Default has occurred and is continuing.

          (e)  PURCHASE MONEY  COLLATERAL.  To the extent that Secured Party has
     advanced  or will  advance  funds to or for the account of Debtor to enable
     Debtor to purchase or otherwise  acquire  Rights in  Collateral,  except as
     otherwise provided in the Loan Agreement, Secured Party, at its option, may
     pay such funds (i)  directly  to the Person from whom Debtor will make such
     purchase or acquire  such Rights,  or (ii) to Debtor,  in which case Debtor
     covenants to promptly pay the same to such Person, and forthwith furnish to
     Secured Party evidence  satisfactory to Secured Party that such payment has
     been made from the funds so provided by Secured Party for such payment.

          (f)  SUBROGATION.  If any of the  Obligations  are given in renewal or
     extension  or applied  toward the  payment of  indebtedness  secured by any
     Lien,  Secured  Party  shall be,  and is hereby,  subrogated  to all of the
     Rights, titles,  interests, and Liens securing the indebtedness so renewed,
     extended, or paid.

          (g)  INDEMNIFICATION.  DEBTOR  HEREBY  ASSUMES ALL  LIABILITY  FOR THE
     COLLATERAL,  FOR  THE  SECURITY  INTEREST,  AND FOR  ANY  USE,  POSSESSION,
     MAINTENANCE,  AND MANAGEMENT OF, ALL OR ANY OF THE  COLLATERAL,  INCLUDING,
     WITHOUT  LIMITATION,  ANY TAXES  ARISING AS A RESULT  OF, OR IN  CONNECTION
     WITH, THE TRANSACTIONS  CONTEMPLATED HEREIN, AND AGREES TO ASSUME LIABILITY
     FOR, AND TO INDEMNIFY AND HOLD SECURED PARTY HARMLESS FROM AND AGAINST, ANY
     AND ALL CLAIMS,  CAUSES OF ACTION, OR LIABILITY,  FOR INJURIES TO OR DEATHS
     OF PERSONS AND DAMAGE TO  PROPERTY,  HOWSOEVER  ARISING FROM OR INCIDENT TO
     SUCH USE, POSSESSION,  MAINTENANCE, AND MANAGEMENT, WHETHER SUCH PERSONS BE
     AGENTS OR  EMPLOYEES  OF DEBTOR OR OF THIRD  PARTIES,  OR SUCH DAMAGE BE TO
     PROPERTY OF DEBTOR OR OF OTHERS. DEBTOR AGREES TO INDEMNIFY, SAVE, AND HOLD
     SECURED PARTY  HARMLESS FROM AND AGAINST,  AND COVENANTS TO DEFEND  SECURED
     PARTY  AGAINST,  ANY AND ALL LOSSES,  DAMAGES,  CLAIMS,  COSTS,  PENALTIES,
     LIABILITIES,  AND EXPENSES,  INCLUDING, WITHOUT LIMITATION, COURT COSTS AND
     REASONABLE  ATTORNEYS'  FEES,  HOWSOEVER  ARISING OR  INCURRED  BECAUSE OF,
     INCIDENT  TO,  OR  WITH  RESPECT  TO  COLLATERAL  OR ANY  USE,  POSSESSION,
     MAINTENANCE, OR MANAGEMENT THEREOF (A "CLAIM"). IN THE EVENT THAT ANY CLAIM
     IS BROUGHT  AGAINST  SECURED  PARTY,  SECURED  PARTY  AGREES TO GIVE PROMPT
     WRITTEN NOTICE TO DEBTOR 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,  DEBTOR  SHALL HAVE THE RIGHT IN GOOD FAITH AND BY  APPROPRIATE

                                       9
<PAGE>
                                                                  Exhibit 10.101


     PROCEEDINGS  TO DEFEND  SECURED PARTY AGAINST SUCH CLAIM AND EMPLOY COUNSEL
     ACCEPTABLE  TO SECURED  PARTY TO CONDUCT  SUCH  DEFENSE (AT  DEBTOR'S  SOLE
     EXPENSE)  SO LONG AS SUCH  DEFENSE  SHALL  NOT  INVOLVE  ANY  DANGER OF THE
     FORECLOSURE,  SALE,  FORFEITURE OR LOSS,  OR IMPOSITION OF ANY LIEN,  OTHER
     THAN A PERMITTED  LIEN, ON ANY PART OF THE  COLLATERAL,  OR SUBJECT SECURED
     PARTY TO CRIMINAL LIABILITY.  SHOULD DEBTOR ELECT TO ENGAGE ITS OWN COUNSEL
     ACCEPTABLE TO SECURED  PARTY,  SECURED PARTY MAY CONTINUE TO PARTICIPATE IN
     THE  DEFENSE OF ANY SUCH CLAIM AND WILL RETAIN THE RIGHT TO SETTLE ANY SUCH
     MATTER ON TERMS AND  CONDITIONS  SATISFACTORY  TO SECURED PARTY AND DEBTOR.
     ALL SUCH SETTLEMENTS SHALL BE PAID BY AND REMAIN THE SOLE RESPONSIBILITY OF
     DEBTOR.  IN THE EVENT  DEBTOR  DOES NOT ACCEPT THE  DEFENSE OF THE CLAIM AS
     PROVIDED  ABOVE,  SECURED PARTY SHALL HAVE THE RIGHT TO DEFEND AGAINST SUCH
     CLAIM, IN ITS SOLE DISCRETION, AND PURSUE ITS RIGHTS HEREUNDER.

          (h)  DIMINUTION  IN VALUE OF  COLLATERAL.  Secured Party shall have no
     liability or  responsibility  whatsoever  for any  diminution in or loss of
     value of any Collateral.

          (i)  APPOINTMENT  OF   ATTORNEY-IN-FACT.   Debtor  hereby  irrevocably
     appoints Secured Party or its designee as Debtor's  attorney-in-fact,  with
     full authority in the place instead of Debtor, from time to time in Secured
     Party's  discretion prior to, upon,  during, and after an Event of Default,
     to take any action and to execute any  instrument  which  Secured Party may
     deem necessary or advisable to accomplish  the purposes of this  Agreement,
     including  without  limitation,  (i) to perfect and continue to perfect the
     security interests created by this Agreement;  (ii) to ask, demand, collect
     or sue for, recover, compound, receive and give acquittance in receipts for
     any monies due or  becoming  due under or in  respect  for any  Collateral;
     (iii) to receive,  endorse  and  collect  any drafts or other  instruments,
     documents and chattel paper, in connection with the Collateral; and (iv) to
     file any  claims  or take any  action or  institute  any  proceeding  which
     Secured  Party may deem  necessary to desirable  for the  collection of any
     Collateral  or  otherwise  to enforce  the  rights of Secured  Party in the
     Collateral;  and, in addition to the foregoing,  after an Event of Default,
     to sell or assign any chattel paper held as Collateral upon such terms, for
     such  amounts  and at such time or times  Secured  Party  deems  advisable.
     Secured  Party  shall give Debtor  three (3)  business  days prior  written
     notice  before  exercising  authority  as  attorney-in-fact  prior  to  the
     occurrence of an Event of Default.

     10.  MISCELLANEOUS

          (a)  REFERENCE TO MISCELLANEOUS  PROVISIONS.  This Agreement is one of
     the "Loan Documents" referred to in the Loan Agreement.

          (b)  TERM.  Upon  full  and  final  payment  and  performance  of  the
     Obligations by Debtor and extinguishment of the Commitment,  this Agreement
     shall automatically  thereafter terminate;  PROVIDED,  THAT, no Obligor, if
     any, on any of the Collateral shall ever be obligated to make inquiry as to
     the termination of this

                                       10
<PAGE>
                                                                  Exhibit 10.101


     Agreement,  but shall be fully  protected  in making  payment  directly  to
     Secured Party.

          (c)  ACTIONS NOT  RELEASED.  The  Security  Interest  and the Debtor's
     obligations  and Secured  Party's Rights  hereunder  shall not be released,
     diminished, impaired, or adversely affected by the occurrence of any one or
     more of the  following  events:  (i) the taking or  accepting  of any other
     security or assurance for any or all of the Obligations;  (ii) any release,
     surrender, exchange, subordination, or loss of any security or assurance at
     any time existing in connection with any or all of the  Obligations;  (iii)
     the  modification  of, amendment to, or waiver of compliance with any terms
     of any of the other Loan Documents  without the  notification or consent of
     Debtor,  except as  required  therein  (the Right to such  notification  or
     consent  being  herein  specifically  waived by Debtor);  (iv) any renewal,
     extension,   or  rearrangement  of  the  payment  of  any  or  all  of  the
     Obligations, or any adjustment, indulgence, forbearance, or compromise that
     may be granted or given by Secured Party to Debtor; (v) any neglect, delay,
     omission,  failure,  or refusal of Secured  Party to take or prosecute  any
     action in  connection  with any other  agreement,  document,  guaranty,  or
     instrument  evidencing,  securing, or assuring the payment of all or any of
     the Obligations;  (vi) any failure of Secured Party to notify Debtor of the
     release  of any  other  security;  (vii)  the  illegality,  invalidity,  or
     unenforceability  of all or any part of the  Obligations  against any party
     obligated with respect thereto by reason of the fact that the  Obligations,
     or the interest  paid or payable with respect  thereto,  exceeds the amount
     permitted by Law, the act of creating the Obligations, or any part thereof,
     is ULTRA VIRES,  or the officers,  partners,  members or trustees  creating
     same acted in excess of their authority, or for any other reason; or (viii)
     if any  payment  by any party  obligated  with  respect  thereto is held to
     constitute  a  preference  under  applicable  Laws or for any other  reason
     Secured Party is required to refund such payment or pay the amount  thereof
     to someone else.

          (d)  WAIVERS.  To the fullest extent  permitted by Law,  Debtor WAIVES
     (i) any Right to require Secured Party to proceed against any other Person,
     to exhaust its Rights in the Collateral, or to pursue any other Right which
     Secured  Party  may  have;  and  (ii)  with  respect  to  the  Obligations,
     presentment  and  demand  for  payment,  protest,  notice  of  protest  and
     nonpayment, and notice of the intention to accelerate.

          (e)  WAIVER OF  MARSHALLING.  To the fullest extent  permitted by Law,
     Debtor  agrees that it will not at any time insist  upon,  plead,  claim or
     take  the  benefit  or  advantage  of any law  now or  hereafter  in  force
     providing for any appraisement,  valuation,  stay, extension or redemption,
     and Debtor, for itself, its heirs,  devisees,  representatives,  receivers,
     trustees, successors and assigns, and for any and all persons ever claiming
     any interest in the  Collateral,  to the extent  permitted  by law,  Debtor
     hereby   WAIVES  and   RELEASES  all  rights  of   redemption,   valuation,
     appraisement,  stay of execution,  notice of intention to mature or declare
     due the whole of the secured indebtedness,  notice of election to mature or
     declare  due the  whole of the  secured  indebtedness  and all  rights to a
     marshalling  of its


                                       11
<PAGE>
                                                                  Exhibit 10.101

     assets,  including  the  Collateral,  or to a  sale  in  inverse  order  of
     alienation  in the event of  foreclosure  of the security  interest  hereby
     created.

          (f)  FINANCING STATEMENT.  Secured Party shall be entitled at any time
     to file this Agreement or a carbon, photographic,  or other reproduction of
     this Agreement, as a financing statement,  but the failure of Secured Party
     to do so shall not impair the validity or enforceability of this Agreement.

          (g)  AMENDMENTS.  This instrument may be amended only by an instrument
     in writing  executed  jointly by Debtor and Secured Party, and supplemented
     only by  documents  delivered or to be  delivered  in  accordance  with the
     express terms hereof.

          (h)  MULTIPLE COUNTERPARTS. This Agreement may be executed in a number
     of  identical  counterparts,  each of which shall be deemed an original for
     all purposes and all of which constitute, collectively, one agreement; but,
     in making proof of this Agreement,  it shall not be necessary to produce or
     account for more than one such counterpart.

          (i)  PARTIES BOUND;  ASSIGNMENT.  This  Agreement  shall be binding on
     Debtor and its  successors  and  assigns  and shall inure to the benefit of
     Secured Party and Secured Party's  successors and assigns.  Debtor may not,
     without  the prior  written  consent of Secured  Party,  assign any Rights,
     duties, or obligations  hereunder.  In the event of an assignment of all or
     part of the  Obligations,  the  Security  Interest  and  other  Rights  and
     benefits  hereunder to the extent  applicable to the part of the Obligation
     so assigned, may be transferred therewith.

          (j)  COLLATERAL AGENT.  Secured Party may, within its sole discretion,
     appoint one or more collateral agents as bailee-in-possession  ("Collateral
     Agent") to perfect its interests in and to administer the Collateral or any
     part thereof,  including,  without limitation, any notes, accounts, chattel
     paper or other documents or instruments evidencing of the foregoing. Debtor
     shall pay all costs, fees and other charges of such Collateral Agent.

          (k)  AGREEMENT  WITH RESPECT TO PREVENTION AND RESOLUTION OF DISPUTES.
     This Agreement shall be governed by, and shall be construed and enforced in
     accordance  with  a  certain  Agreement  With  Respect  to  Prevention  and
     Resolution of Disputes,  the terms and provisions of which are incorporated
     herein.

          (l)  ENTIRETY.  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  OR AMONG THE
     PARTIES.  THIS  AGREEMENT  AND THE OTHER LOAN  DOCUMENTS  EMBODY THE ENTIRE
     AGREEMENT  BETWEEN THE DEBTOR AND  SECURED  PARTY AND  SUPERSEDE  ALL PRIOR
     PROPOSALS,  AGREEMENTS  AND  UNDERSTANDINGS  RELATING TO THE SUBJECT MATTER
     HEREOF.

                                       12
<PAGE>
                                                                  Exhibit 10.101


SECURED PARTY:                                   DEBTOR:
Bank One, NA                                     E-Loan, Inc.

By:  /s/ CRAIG LARSON                            By:  /s/ MATT ROBERTS
     ---------------------------                      --------------------------
     Craig Larson

Its: Commercial Loan Officer                     Its: CFO
     1111 Polaris Parkway #3J                    5875 Arnold Road
     Columbus, Ohio  43240                       Dublin, CA  94568

                                                 3563 - 501 Philips Highway
                                                 Jacksonville, FL  32207

                                       13
<PAGE>
                                                                  Exhibit 10.101


                                   SCHEDULE I

                                  E-LOAN, INC.

                                    LOCATIONS

A.   Location of Chief Executive Office:

     5875 Arnold Road
     Dublin, CA  94568

B.   Location of Books and Records as to Chattel Paper and Accounts:

     3563 - 501 Philips Highway
     Jacksonville, FL  32207

     5875 Arnold Road
     Dublin, CA  94568

C.   Location of Other Collateral:

     3563 - 501 Philips Highway
     Jacksonville, FL  32207

D.   Location of Any Other Place(s) of Business:

     Main Corporate Office:
     5875 Arnold Road
     Dublin, CA  94568

     Branch Office (Main Location of Auto Operations):
     3563 - 501 Philips Highway
     Jacksonville, FL  32207



                           [TO BE COMPLETED BY DEBTOR]

                                       14
<PAGE>
                                                                  Exhibit 10.101


                                   SCHEDULE II

                              REAL PROPERTY; LEASES

5875 ARNOLD ROAD, DUBLIN, CA   94568

Multi-Tenant  Office Triple Net Lease dated August 19, 1998,  between  Creekside
South Trust, a Maryland Business Trust as Lessor and E-Loan, Inc. as Lessee;

Standard Sublease dated October 20, 2000, between E-LOAN, Inc. as Sub-Lessor and
Pagoo, Inc. as Sub-Lessee.

3563 PHILIPS HIGHWAY, JACKSONVILLE, FL 32207

Metro Square Office Lease  Agreement dated February 4, 2000,  between  Southpart
Corporate Center, LLC as Lessor and E-LOAN, Inc. as Lessee.

EQUIPMENT LEASE

Master Lease Agreement dated March 4, 1998,  between  Comdisco,  Inc., as Lessor
and E-LOAN, Inc. as Lessee.




                           [TO BE COMPLETED BY DEBTOR]

                                       15
<PAGE>
                                                                  Exhibit 10.101


                                     ANNEX A
                          DESCRIPTION OF REAL PROPERTY

DEBTOR DOES NOT OWN ANY REAL PROPERTY.

DEBTOR HAS LEASEHOLD INTERESTS IN REAL PROPERTY, AS DESCRIBED ON SCHEDULE II.








                           [TO BE COMPLETED BY DEBTOR]

                                       16