Exhibit 10.100



                                 LOAN AGREEMENT

                                 BY AND BETWEEN

                                  BANK ONE, NA

                                    AS LENDER

                                       AND

                                  E-LOAN, INC.

                                   AS BORROWER

                                 EFFECTIVE AS OF

                                  APRIL 2, 2001

                                 COLUMBUS, OHIO

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                                                                  Exhibit 10.100


                                 LOAN AGREEMENT

       THIS LOAN AGREEMENT ("Agreement") is entered into as of April 2, 2001, by
and between E-LOAN, INC., a Delaware corporation  ("Borrower") and BANK ONE, NA,
a national  banking  association  with its  principal  office in Columbus,  Ohio
("Lender').

                                 R E C I T A L S

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

       B.     The  Borrower  desires  to borrow  funds  from  Lender to  finance
Borrower's  working  capital needs  arising in the ordinary  course of business,
which borrowings are to be secured by all of the assets of Borrower.

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

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

                                    AGREEMENT

SECTION 1. CERTAIN DEFINITIONS AND TERMS

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

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

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

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

       1.4    BORROWING  BASE  means,  at any date of  determination,  an amount
equal to 92% of the aggregate amount of the principal balances outstanding under
the Eligible  Contracts as calculated by  Borrower's  accounting  systems and as
agreed to by Lender;  provided,  however, at any date of determination,  no more
than ten percent (10%) of the

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                                                                  Exhibit 10.100


Borrowing Base calculation shall be attributable to: (i) Sub Prime Contracts; or
(ii) Contracts  which have been included in the Borrowing Base  calculation  for
longer than six (6) days.  The Borrowing  Base value of each  Eligible  Contract
shall  amortize  monthly by the reduction in principal  balance of such Eligible
Contract calculated on the basis of a simple interest amortization.

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

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

       1.7    BUSINESS DAY means any day excluding Saturday, Sunday and holidays
and excluding any other day on which Lender is required or authorized to close.

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

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

       1.10   CODE means the Internal Revenue Code of 1986, as amended,  and all
regulations promulgated and rulings issued thereunder.

       1.11   COLLATERAL  means all  present and future  tangible or  intangible
property  and rights of any kind in which the Lender is granted a Lien  pursuant
to the Security Documents or this Agreement (whether or not perfected) and shall
include all property of Borrower including,  without limitation,  all Contracts.
The Lien of Lender shall be the only Lien on Contracts of Borrower.

       1.12   COMMITMENT  means the  commitment of the Lender to make  Revolving
Credit  Loans to  Borrower  pursuant  to  Section  2.1  hereof  in an  aggregate
principal amount at any one time outstanding not to exceed  Twenty-Five  Million
and 00/100  Dollars  ($25,000,000)  or such lower  amount as may be provided for
pursuant to the terms of this Agreement.

       1.13   COMMITMENT  FEE  means a fee paid to  Lender  by  Borrower  in the
amount of One Hundred and Twenty-Five Thousand and 00/100 Dollars ($125,000), as
a condition precedent to this Agreement.

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

       1.15   COMMITMENT TERMINATION DATE means the earlier of (i) noon, Eastern
Time, on the first  anniversary  of the Closing Date, and (ii) the date on which
the  Commitment is otherwise  terminated  in  accordance  with the terms of this
Agreement.

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                                                                  Exhibit 10.100


       1.16   CONTRACTS  means chattel  paper,  other  instruments  or documents
arising  from direct  loans for the  purchase  or  refinance  of motor  vehicles
evidencing both a debt and security interest in such motor vehicles.

       1.17   CONTRACT  PURCHASER  means a financial  institution  acceptable to
Lender which has entered into a Contract Purchase Agreement with Borrower.

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

       1.19   CURRENT FINANCIALS means the Financial  Statements of Borrower for
the fiscal year ending  December  31, 2000,  and the month  ending  February 28,
2001.

       1.20   DEALER means a retail seller of motor vehicles.

       1.21   DEALER AGREEMENT means an agreement  between Borrower and a Dealer
whereby  Borrower agrees to make a direct loan to a consumer for the purchase of
a motor  vehicle from Dealer,  provided  that Dealer  performs  certain acts and
provides certain  documentation  to Borrower,  which agreement is in the form of
EXHIBIT D.

       1.22   DEALER DRAFT means an  instrument  executed  and  delivered by the
Borrower to a Dealer to fund consumer's purchase of a motor vehicle.

       1.23   DEBT  of  any  Person  includes,  without  duplication,   (i)  all
obligations,  contingent or otherwise,  which in accordance  with GAAP should be
classified upon such Person's balance sheet as liabilities, (ii) all obligations
of such  Person  for  borrowed  money,  (iii)  all  obligations  of such  Person
evidenced by bonds,  debentures,  notes and other similar instruments,  (iv) all
obligations of such Person upon which interest charges are customarily paid, (v)
all  obligations  created or arising under any  conditional  sale or other title
retention  agreement  with  respect to property  acquired  by such Person  (even
though the rights and remedies of the seller or lender  under such  agreement in
the event of default are limited to repossession or sale of such property), (vi)
all obligations of such Person issued or assumed as the deferred  purchase price
of property or services  (other than accounts  payable to suppliers  incurred in
the ordinary course of business and paid, in each case,  within thirty (30) days
of the date when each such  account is  payable),  (vii) all  obligations  under
leases which shall have been or should be, in accordance with GAAP,  recorded as
capitalized  leases in  respect of which  such  Person is liable as lessee,  and
(viii) all Debt of the types  referred  to in clauses  (i)  through  (vii) above
directly or indirectly guaranteed by such Person.

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

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                                                                  Exhibit 10.100


       1.25   DEFAULT RATE has the meaning set forth in Section 2.7

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

              (a)    arises from the finance by Borrower in the ordinary  course
of Borrower's business of an obligor's purchase of a motor vehicle within thirty
(30) days of any date of determination;

              (b)    complies with the Loan  Guidelines of a Contract  Purchaser
and is subject to purchase by Contract Purchasers within three (3) Business Days
of receipt by Borrower of all documentation required under the Borrower's Dealer
Agreement;

              (c)    is subject to the Dealer Agreement  requiring the Dealer to
supply documentation as set forth therein;

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

              (e)    represents a valid and binding  obligation  enforceable  in
accordance  with its terms for the amount  outstanding  thereof  without offset,
counterclaim  or  defense  (whether  actual or  alleged)  and is not  subject to
rescission;

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

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

              (h)    the   obligor   thereon  is  not  subject  to  any  pending
receivership, insolvency or bankruptcy proceeding;

              (i)    the  obligor  thereon is not an  Affiliate  of  Borrower or
employed by Borrower;

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

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

              (l)    all payments under the Contract are current;

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                                                                  Exhibit 10.100


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

              (n)    has not been charged-off;

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

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

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

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

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

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

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

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

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

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                                                                  Exhibit 10.100


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

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

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

       1.37   LIBOR RATE means the offered  rate for the period equal to or next
greater than the ninety (90) day rate for U.S.  Dollar deposits of not less than
$1,000,000 as of 11:00 a.m.,  City of London,  England time, two London Business
Days  prior to the  first  day of the  calendar  month  as shown on the  display
designated as "British Bankers Association Interest Settlement Rates" on Reuters
for the purpose of displaying such rate. In the event such rate is not available
on Reuters, then such offered rate shall be otherwise  independently  determined
by Lender from an alternate,  substantially similar independent source available
to  Lender  or  shall  be  calculated  by  Lender  by  a  substantially  similar
methodology as  theretofore  used to determine such offered rate. The LIBOR Rate
shall be a fixed rate for the duration of each calendar month. The initial LIBOR
Rate shall be the rate in effect two (2) Business Days prior to the Closing Date
and shall be adjusted on the last day of each  calendar  month to the LIBOR Rate
in effect two (2) Business Days prior to such date.

       1.38   LIEN means any mortgage,  pledge,  assignment,  security interest,
encumbrance, lien, charge or deposit arrangement or other arrangement having the
practical  effect of the foregoing and shall include the interest of a vendor or
lessor under any conditional  sale agreement,  capitalized  lease or other title
retention agreement.

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

       1.40   LOAN DOCUMENT(S) means this Agreement,  the Revolving Credit Note,
the  Security   Documents   and  any  other   agreements,   notes,   guaranties,
certificates,  instruments or other documents delivered pursuant to or therewith
as the same may be amended, modified, supplemented, extended or restated.

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

       1.42   MATERIAL  ADVERSE EFFECT means any set of  circumstances or events
which would  reasonably  be  expected  to (i) have any  adverse  effect upon the
validity or enforceability of any Loan Document, (ii) be material and adverse to
the financial  condition or business  operations of Borrower or to the prospects
of Borrower, or (iii) cause a Default or an Event of Default.

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                                                                  Exhibit 10.100


       1.43   MATERIAL  ASSETS  means  any asset  which has a book or  appraised
value of or is sold for consideration of $20,000 or more.

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

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

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

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

       1.48   PERSON means any  individual,  sole  proprietorship,  partnership,
joint venture, trust,  unincorporated  organization,  association,  corporation,
institution, entity, party, or Governmental Authority.

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

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

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

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

       1.53   RIGHTS means rights, remedies, powers, privileges and benefits.

       1.54   SECURITY AGREEMENTS means those certain security agreements by and
between  Borrower  and the Lender in form and content  acceptable  to Lender and
Borrower as the same may be amended,  supplemented,  or otherwise  modified from
time to time.

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                                                                  Exhibit 10.100


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

       1.56   SUBSIDIARY is every firm, corporation,  association,  partnership,
joint  venture,  trust,  or other entity of which an aggregate of fifty  percent
(50%) or more of the equity interests or the issued and outstanding stock having
ordinary voting power (except directors'  qualifying shares) is, at the time the
determination  is being made, is owned,  either  directly or  indirectly,  or is
controlled  by a Person in control of the Borrower or one or more such  Person's
Subsidiaries.

       1.57   SUB PRIME CONTRACT  means  Contracts with obligors who have a FICO
score of between  500 and 599.  For  purposes of this  Agreement,  the term "Sub
Prime Contract" shall not include  Contracts with obligors who have a FICO score
of below 500.

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

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

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

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

SECTION 2. REVOLVING CREDIT FACILITY.

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

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                                                                  Exhibit 10.100


During the  Commitment  Period,  Borrower  may borrow,  repay and  reborrow  the
Revolving  Credit  Loans in whole or part,  all in  accordance  with  terms  and
conditions of this Agreement.

       2.2    BORROWING  PROCEDURE;  DISBURSEMENT.  Each  Revolving  Credit Loan
shall be made on Borrower's notice (the "Advance  Request") to Lender requesting
an advance on a certain date (the  "Borrowing  Date")  together with a Borrowing
Base  Report.  Lender shall  exercise its best efforts to advance the  requested
funds by 3:00 PM Eastern Standard Time on the Borrowing Date; provided, however,
any failure by Lender in such regard  shall not be deemed or  construed  to be a
breach by Lender under this  Agreement.  Each Advance Request shall be in a form
acceptable  to Lender and must be received by Lender no later than noon (Eastern
Time on the Business Day of the Borrowing Date.

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

       2.4    MANNER  OF  PAYMENTS.  All  payments  made by  Borrower  to Lender
hereunder on account of  principal,  interest or otherwise  shall be received by
Lender not later than noon,  Eastern Time, at Lender's account number 980404443,
ABA No. 044000037, at Lender's banking office in Columbus, Ohio or at such other
place as Lender shall direct in Columbus,  Ohio, in immediately available United
States  funds.  Any  payments  made by  Borrower  to Lender by mail shall not be
effective  until  received  by Lender as set forth in this  Section  2.4. If any
payment by Borrower under this  Agreement or the Revolving  Credit Note is to be
made on a day which is not a Business  Day,  such  payment  shall be made on the
next  succeeding  Business  Day and such  extension of time will in such case be
included in computing  interest in connection  with such  payment.  All payments
shall be made by Borrower to Lender without offset or other reduction.

       2.5    INTEREST.  The Revolving Credit Loans shall bear interest from day
to day at a rate per annum which shall,  from day to day, be equal to the lesser
of (i) the  Maximum  Rate,  or (ii) the LIBOR  Rate then in effect  plus two and
one-half percent (2.50%) ("Revolving Rate").

       Accrued and unpaid interest on the Revolving  Credit Loans for each month
(or any shorter  period) shall be payable  monthly in arrears on the last day of
such month (or shorter period), commencing on the first such date to occur after
the date of this Agreement and continuing regularly and monthly thereafter until
the  Obligations  evidenced by the Revolving  Credit Note are paid in full; and,
interest  shall also be paid on the  Commitment  Termination  Date  (whether  at
stated  maturity,  by  acceleration  or  otherwise)  and,  after the  Commitment
Termination Date, on demand.

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                                                                  Exhibit 10.100


       2.6    COMPUTATION OF INTEREST.

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

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

       2.7    DEFAULT  RATE. At Lender's  option and to the extent  permitted by
applicable Law and this Agreement,  all past due Obligations shall bear interest
from maturity (whether at stated maturity,  by acceleration or otherwise) at the
Revolving  Rate  then in effect  plus  three  percent  (3.0%)  ("Default  Rate")
(provided,  however, the Default Rate shall never exceed the Maximum Rate) until
paid,  regardless  of whether  such  payment is made  before or after entry of a
judgment.

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

       2.9    MANDATORY  PAYMENT  OF  REVOLVING  CREDIT  LOANS.  Borrower  shall
establish an account in the name of Lender with Lender or an affiliate of Lender
and shall  deposit or cause to be deposited  into such account all funds arising
from or related to the Collateral,  including,  without limitation, all proceeds
from the sale of  Contracts to Contract  Purchasers  or  otherwise,  received by
Borrower  on a daily  basis,  which  funds  shall be  applied  by  Lender to the
Obligations  of  Borrower  hereunder  in the  order and  manner as Lender  deems
appropriate.  Funds deposited in such account shall be deemed to be the property
of Lender and Borrower shall have no right to make

                                       10
<PAGE>
                                                                  Exhibit 10.100


withdrawals  from such account or otherwise have access to funds  deposited into
such account.

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

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

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

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

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

       2.14   UNUSED LINE FEE.  Borrower  shall pay to Lender an Unused Line Fee
equal to  one-quarter  of one percent  (.25%) per annum on the average amount of
the unused  portion of the Revolving  Loan ("Unused Line Fee").  The Unused Line
Fee will be in addition to the interest  charge  provided for herein and will be
payable  quarterly  in

                                       11
<PAGE>
                                                                  Exhibit 10.100


arrears.  The Unused  Line Fee will be  calculated  on the basis of actual  days
elapsed, but computed as if each year consisted of three hundred and sixty (360)
days.

       2.15   COMMITMENT  FEE.  Borrower shall pay to Lender the Commitment Fee,
which  Commitment Fee shall be in addition to the interest  charge  provided for
herein.

SECTION 3. CONDITIONS PRECEDENT.

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

       3.2    EACH LOAN.  In addition,  Lender will not be obligated to make any
Revolving Credit Loan unless (a) the Lender has received an Advance Request with
respect to such proposed Revolving Credit Loan together with the information and
documentation required by Section 5.3(c) of this Agreement and each statement or
certification  made by Borrower in the Advance Request shall be true and correct
in all  material  respects  on the  Borrowing  Date;  (b) at the  time  of  each
Revolving  Credit Loan (i) the  representations  and warranties made in the Loan
Documents  are true and correct in all material  respects,  and (ii) neither any
change in the  financial  condition  or prospect of Borrower  which could have a
Material  Adverse Effect nor any Default or Event of Default shall have occurred
and  shall be  continuing;  (c) the  making  of each  Revolving  Credit  Loan is
permitted by Law; (d) all  conditions  related to any Revolving  Credit Loan are
satisfactory  to Lender and its counsel,  and, if requested by Lender,  Borrower
shall have  delivered to Lender  evidence  substantiating  any of the conditions
contained in this  Agreement  which are necessary to enable  Borrower to qualify
for any  Revolving  Credit Loan;  and (e) Lender shall have  received such other
agreements, documents, instruments, information, approvals or opinions as Lender
may reasonably request.

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

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

SECTION 4.  REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to
Lender as follows:

                                       12
<PAGE>
                                                                  Exhibit 10.100


       4.1    ORGANIZATION  AND  POWERS.  Borrower  (i)  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  (ii) has all  requisite  power and  authority to own its property and
assets and to carry on its  business  as now  conducted  and as  proposed  to be
conducted,  (iii) is qualified to do business in every  jurisdiction  where such
qualification is necessary, (iv) has the power and authority to execute, deliver
and perform  each Loan  Document to which it is or will be a party,  and (v) has
taken all action necessary to authorize the execution,  delivery and performance
of the Loan Documents to which it is or will be a party.

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

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

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

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

       4.6    FINANCIAL  STATEMENTS.  The Current  Financials  were  prepared in
accordance  with GAAP and present fairly the financial  condition and the result
of  operations  of Borrower as of, and for the portion of the fiscal year ending
on, the date or dates  thereof.  All material  liabilities  (direct or indirect,
fixed  or  contingent)  of  Borrower  as of the  date or  dates  of the  Current
Financials are reflected  therein or in the notes  thereto.  Between the date or
dates of the Current Financials and the date hereof,

                                       13
<PAGE>
                                                                  Exhibit 10.100

there  has  been no  material  adverse  change  in the  financial  condition  of
Borrower,  nor has Borrower incurred any material liability (direct or indirect,
fixed or contingent).

       4.7    REGISTRATIONS AND LICENSES.  Borrower possesses adequate authority
and licenses including,  without limitation licenses and registrations necessary
to Eligible  Contracts  and to continue  to conduct  its  business as  presently
conducted.

       4.8    LITIGATION.  Except for the Litigation  described on SCHEDULE 4.8,
Borrower is not involved in, nor is Borrower aware of, any Litigation  involving
Borrower  involving amounts in excess of $25,000,  nor are there any outstanding
or unpaid  judgments  against  Borrower.  None of the  Litigation  described  on
SCHEDULE 4.8 could, collectively or individually, have a Material Adverse Effect
if determined adversely against Borrower.

       4.9    TAXES.  All tax returns  and  reports of  Borrower  required to be
filed have been filed,  and all Taxes  imposed upon  Borrower  which are due and
payable have been paid, other than Taxes being contested in good faith for which
the criteria for  Permitted  Liens have been  satisfied as set forth on SCHEDULE
4.13.

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

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

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

       4.13   PROPERTIES; LIENS; DEBT. Borrower has good and marketable title to
all of its  property.  Except  for  Liens  permitted  by  Lender to be listed on
SCHEDULE  4.13 and the Liens in favor of Lender  (collectively,  the  "Permitted
Liens"), there is no Lien on any of Borrower's property or income.  Borrower has
no Debt other than that listed on SCHEDULE 5.2(a).

                                       14
<PAGE>
                                                                  Exhibit 10.100


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

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

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

       4.17   CAPITALIZATION AND CONTROL.  The capitalization of Borrower as set
forth on  SCHEDULE  4.17 is true,  correct and  complete.  All of the issued and
outstanding  stock of Borrower  has been duly and validly  issued in  accordance
with Borrower's  organizational documents and all applicable requirements of law
and is fully paid and  nonassessable.  There are no options,  warrants,  rights,
calls,  commitments,  plans,  contracts  or other  agreements  granted or issued
regarding the stock of Borrower and none are authorized,  except as set forth in
Schedule 4.17.

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

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

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

                                       15
<PAGE>
                                                                  Exhibit 10.100


SECTION 5. COVENANTS.

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

              5.1(a) COMPLIANCE  WITH LAW;  MAINTENANCE OF PROPERTIES.  Borrower
shall do or cause to be done all things  necessary  (i) to preserve  and keep in
full force and effect at all times its  existence  and its rights,  licenses and
franchises,  (ii) to  continue  to conduct  its  business  substantially  as now
proposed  to be  conducted,  (iii) to  comply  with  all  applicable  Laws,  the
violation of which might have a Material  Adverse  Effect on the  operations  of
Borrower or the  Collateral,  and (iv) to preserve all property in use or useful
in the conduct of its business and keep the same in good repair,  working  order
and condition and from time to time make, or cause to be made, all necessary and
proper repairs,  renewals and replacements,  betterment and improvements thereto
so  its  business  carried  on in  connection  therewith  may  be  properly  and
advantageously conducted at all times. Failure to comply with this provision may
be cured by  Borrower  within  twenty (20) days of such  failure;  and upon such
timely cure, Borrower shall be in compliance with this provision.

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

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

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

              5.1(e) INDEMNITY.   Borrower  shall   indemnify   Lender  and  its
officers,   directors,   employees,   representatives,   agents,  attorneys  and
affiliates (each, an

                                       16
<PAGE>
                                                                  Exhibit 10.100


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

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

              5.1(g) TAXES.  Borrower  shall  promptly  pay when due any and all
Taxes,  except  Taxes for which  the  criteria  for  Permitted  Liens  have been
satisfied.

              5.1(h) PAYMENT OF OBLIGATIONS.  Borrower shall promptly pay all of
its Debt as it  becomes  due  except to the  extent  that any such Debt is being
contested in good faith and by  appropriate  and lawful  proceedings  diligently
conducted and for which

                                       17
<PAGE>
                                                                  Exhibit 10.100


reserves  or other  provisions  (if any)  required by GAAP shall have been made;
provided,  however,  that except for payments to Borrower's  mortgage  warehouse
lenders, Borrower shall not, directly or indirectly,  make (i) any prepayment of
principal  of or  interest on any Debt other than the  Obligations,  or (ii) any
payment of principal of or interest on any Debt  subordinated to the Obligations
(such subordination to be in form and substance  satisfactory to Lender) without
the prior written consent of Lender.

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

              5.1(j) SUPPLEMENTED SCHEDULES.  Borrower shall as soon as possible
and in any  event  within  fifteen  (15)  days  after  the  occurrence  thereof,
supplement in writing and deliver to Lender  revisions of the Schedules  annexed
to this  Agreement to the extent  necessary to disclose new or changed  facts or
circumstances  after the  Closing  Date so as to cause the  representations  and
warranties  set forth herein to remain  accurate and not  misleading;  provided,
that,  subsequent  disclosures  shall  not  constitute  a cure or  waiver of any
Default or Event of Default resulting from the matters disclosed.

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

              5.1(l) COLLATERAL DEPOSIT ACCOUNTS.  In addition to the account to
be  established  with  Lender as  required  by  section  2.9 of this  Agreement,
Borrower  shall  establish as soon as possible  (and no later than within ninety
(90) days of the  Closing  Date)  with  Lender  or an  affiliate  of Lender  all
accounts  used by  Borrower,  in any way related to the  Contracts if Lender can
provide  the same or similar  services  and  features  for such  accounts as are
presently being provided to Borrower.

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

              5.2(a) DEBT. Without the prior written consent of Lender, Borrower
shall not, directly or indirectly,  create, incur or suffer to exist any direct,
indirect,  fixed  or  contingent  liability  or any  Debt,  except  for  (i) the
Obligations,  (ii) the Debt described on SCHEDULE 5.2(a),  (iii)  obligations to
pay  Taxes,  (iv)  accounts  payable in the  ordinary  course of  business,  (v)
salaries  and  wages,   (vi)  accrued   expenses,   deferred  credits  and  loss
contingencies which are properly classified as liabilities or indebtedness under


                                       18
<PAGE>
                                                                  Exhibit 10.100


GAAP, and (vii) Debt owing to any Person that is subordinated to the Obligations
on terms and conditions satisfactory to Lender.

              5.2(b) LIENS.   Without  the  prior  written  consent  of  Lender,
Borrower  shall not,  directly or  indirectly,  (i)  create,  incur or suffer or
permit to be  created  or  incurred  or to exist any Lien upon any of its assets
except  for (a) the Liens in favor of  Lender,  and (b) the Liens  described  on
SCHEDULE 4.13, if any, or (ii) enter into or permit to exist any  arrangement or
agreement, other than the Loan Documents, which directly or indirectly prohibits
Borrower from creating or incurring any Lien on any of its assets.

              5.2(c) ACQUISITIONS,  MERGERS AND DISSOLUTIONS.  Without the prior
written  consent of Lender,  Borrower  shall not,  directly  or  indirectly  (i)
acquire  all or any  substantial  portion of the assets or stock of, or interest
in, any Person, (ii) merge or consolidate with any Person, (iii) liquidate, wind
up, or  dissolve  itself (or  suffer any  liquidation  or  dissolution)  or (iv)
otherwise undergo a change in control of more than twenty-five  percent (25%) of
the ownership of Borrower.

              5.2(d) LOANS, ADVANCES AND INVESTMENTS.  Without the prior written
consent of Lender,  Borrower  shall not directly or  indirectly,  make any loan,
advance or extension of credit, or capital contribution to, make any investments
in, or purchase or commit to purchase any stock or other securities or evidences
of  contractual  obligations  of, or  interests  in, any Person,  except for (i)
investments in obligations of the United States of America and agencies  thereof
and obligations  guaranteed by the United States of America  maturing within one
year from the date of  acquisition,  and (ii)  certificates of deposit issued by
commercial banks organized under the Laws of the United States of America or any
state thereof and having a combined  capital,  surplus and undivided  profits of
not less than $500,000,  or completely  insured by the Federal Deposit Insurance
Corporation.

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

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

              5.2(g) ISSUANCE OF  SECURITIES.  Borrower  shall not,  directly or
indirectly, issue, sell or otherwise dispose of (i) any of its shares of capital
stock or other investment  securities of any class such as to result in a change
in the controlling interest in Borrower, (ii) any securities convertible into or
exchangeable  for any such  shares,  or (iii)  any  carrying  Rights,  warrants,
options, or other rights to subscribe for or purchase any such shares.

                                       19
<PAGE>
                                                                  Exhibit 10.100


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

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

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

              5.2(k) DEBT TO TANGIBLE NET WORTH.  Borrower  shall not permit its
ratio of (i) Debt  minus  Debt  subordinated  to the  Obligations  on terms  and
conditions  satisfactory to Lender,  to (ii) Tangible Net Worth to exceed 2.0 to
1.0, as of the last day of each calendar quarter.

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

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

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

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

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

                                       20
<PAGE>
                                                                  Exhibit 10.100


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

              5.2(r) BUSINESS  LOCATIONS.  All  present  business  locations  of
Borrower  are set  forth on  SCHEDULE  5.2(r),  including,  without  limitation,
Borrower's  principal  place of business.  Without the prior written  consent of
Lender, Borrower shall not conduct its business operations or store or otherwise
locate  any of the  Collateral  at any  other  location  except  as set forth on
SCHEDULE  5.2(r).  Borrower  shall  establish no new Business  location  without
giving written notice to Lender thirty (30) days prior to such establishment and
executing and delivering to Lender any documents considered necessary by Lender,
in Lender's sole discretion,  to perfect or continue  perfection of its Liens on
the Collateral.

              5.2(s) DELIVERY OF DEALER  DRAFTS.  Borrower  shall fund no Dealer
Draft until the Dealer in a subject  transaction  has  complied  with the Dealer
Agreement.

              5.2(t) MODIFICATION OF DEALER AGREEMENT. Without the prior written
consent of Lender,  Borrower  shall not amend,  modify,  supplement or otherwise
change the Dealer Agreement.

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

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

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

                                       21
<PAGE>
                                                                  Exhibit 10.100


              5.3(c) As soon as  available,  but no later  than  Tuesday of each
week, as of Friday of the respective  preceding  week and upon  submission of an
Advance Request a Borrowing Base Report.  Each Borrowing Base Report prepared by
Borrower  shall be  certified as true,  correct and  complete by the  president,
chief executive officer or chief financial officer of Borrower.

              5.3(d) Notice,  promptly  after  Borrower  knows or has good faith
reason to  believe,  of (i) the  existence  and  status of any  Litigation  with
respect to Borrower or any Guarantor which could have a Material Adverse Effect,
(ii) any change in any material fact or circumstance represented or warranted in
any Loan  Document,  and/or (iii) a Default or Event of Default,  specifying the
nature  thereof and what action  Borrower has taken,  is taking,  or proposes to
take with respect thereto.

              5.3(e) Promptly,  but within five (5)  Business  Days upon request
therefor by Lender,  such  information  (not otherwise  required to be furnished
under  the  Loan  Documents)   respecting  the  business  affairs,   assets  and
liabilities of Borrower or any Person  guaranteeing  or providing  Collateral to
secure all or any part of the Obligations and such opinions,  certifications and
documents,  in  addition to those  mentioned  in this  Agreement,  as Lender may
reasonably request.

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

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

SECTION 6. EVENTS OF DEFAULT.  The term "Event of Default"  means the occurrence
of any one or more of the following events:

                                       22
<PAGE>
                                                                  Exhibit 10.100


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

       6.2    OTHER COVENANTS.  The failure or refusal of Borrower to punctually
and  properly  perform,  observe  and comply  with any  covenant,  agreement  or
condition contained in this Agreement.

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

       6.4    BANKRUPTCY.   (a)  Borrower   shall   commence  a  voluntary  case
concerning itself under Title 11 of the United States Code entitled "Bankruptcy"
as now or hereafter in effect, or any successor thereto, (b) an involuntary case
is commenced  against Borrower and the petition is not  controverted  within ten
(10) days, or is not dismissed  within thirty (30) days,  after  commencement of
the case,  (c) a custodian  is  appointed  for,  or takes  charge of, all or any
substantial part of the property of Borrower,  (d) Borrower  commences any other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in effect relating to Borrower or there is
commenced  against Borrower any such proceeding which remains  undismissed for a
period of thirty (30) days, (e) Borrower is  adjudicated  insolvent or bankrupt,
(f)  Borrower  makes a general  assignment  for the  benefit of  creditors,  (g)
Borrower shall fail to pay, or shall state that it is unable to pay, or shall be
unable to pay, its debts generally as they become due, (h) Borrower shall call a
meeting of its creditors with a view to arranging a composition or adjustment of
its debts,  or (i)  Borrower  shall by any act or failure  to act  indicate  its
consent to, approval of or acquiescence in any of the foregoing.

       6.5    ATTACHMENT.  The  failure to have  discharged,  within a period of
thirty (30) days after the commencement  thereof, any attachment,  sequestration
or similar proceeding against any Material Assets of Borrower.

       6.7    PAYMENT OF JUDGMENTS.  Borrower shall fail to pay, bond, secure or
obtain a stay of enforcement  from a court of competent  jurisdiction of or with
respect  to any money  judgment  against it or its assets at least ten (10) days
prior to the date on which  Borrower's  assets may be sold  lawfully  to satisfy
such judgment.

       6.8    DEFAULT  UNDER OTHER DEBT.  Borrower  shall default in the due and
punctual  payment of the  principal of or the  interest on any Debt,  secured or
unsecured,  including,  without limitation,  any Debt or other obligation to any
affiliate or subsidiary of Lender,  or in the due  performance  or observance of
any covenant or condition of any indenture or other material  agreement executed
in connection therewith, and such default shall have continued beyond any period
of grace provided with respect thereto.

                                       23
<PAGE>
                                                                  Exhibit 10.100


       6.9    MATERIAL  ADVERSE  EFFECT.  The  occurrence of any event or events
which shall have or cause a Material Adverse Effect.

       6.10   IMPAIRMENT  OF  COLLATERAL  OR ABILITY TO PAY.  The  discovery  by
Lender of reliable  and  accurate  information  that the  prospect of payment or
performance of the Obligations is reasonably  likely to be materially  impaired,
or that the value of the Collateral has or will be materially decreased.

       6.11   MISREPRESENTATION.  Any statement,  representation, or warranty in
the Loan  Documents or in any writing ever delivered by Borrower or on behalf of
Borrower  to Lender  pursuant  to the Loan  Documents  is false,  misleading  or
erroneous in any material respect when made or when deemed to be repeated.

SECTION 7. RIGHTS AND REMEDIES.

       7.1    REMEDIES.  Upon and after the  occurrence  of an Event of Default,
Lender may, at its election,  do any one or more of the following without notice
of any  kind,  including,  without  limitation,  notice  of  acceleration  or of
intention to  accelerate,  presentment  and demand or protest,  all of which are
hereby  expressly  waived by Borrower:  (a) declare the entire unpaid balance of
the Obligations, or any part thereof,  immediately due and payable, whereupon it
shall be due and payable  (provided  that,  upon the  occurrence  of an Event of
Default  under  Section  6.4 (a)-(f)  inclusive,  the entire  Obligations  shall
automatically  become due and payable without notice or other action of any kind
whatsoever);  (b) terminate its commitment to lend  hereunder;  (c) exercise the
Rights of offset or banker's  lien  against  the  interest of Borrower in and to
every  account and other  property of Borrower  which are in the  possession  of
Lender to the extent of the full amount of the Obligations; (d) foreclose any or
all Liens  held by Lender or  otherwise  realize  upon any and all of the Rights
Lender may have in and to the Collateral,  or any part thereof; and (e) exercise
any and all other legal or equitable  Rights  afforded by the Loan  Documents or
under Law.  Notwithstanding  the  foregoing,  Lender may,  but shall be under no
obligation,  to  use  reasonable  efforts  to  notify  Borrower  of  any  of the
foregoing;  provided,  however,  the  parties  hereto  expressly  agree that the
failure  of Lender to provide  notice  shall not in any way affect or impair any
action taken by Lender,  it being  understood  that any absolute  obligation  of
notice is hereby waived by Borrower to the fullest extent permitted by Law.

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

                                       24
<PAGE>
                                                                  Exhibit 10.100


written consent of Lender,  any liability or responsibility  for the performance
of any covenant, duty or agreement of Borrower.

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

       7.4    EXPENDITURES BY LENDER.  Borrower shall  indemnify  Lender for all
court costs,  reasonable  attorneys'  fees,  other costs of collection and other
sums spent by Lender pursuant to the exercise of any Right  (including,  without
limitation, any effort to collect or enforce the Revolving Credit Note) provided
herein  shall  be  payable  to  Lender  on  demand,  shall  become  part  of the
Obligations  and shall bear  interest  at the  Default  Rate from the date spent
until the date repaid.  This Agreement,  together with all other Loan Documents,
constitutes a contract of indebtedness pursuant to O.R.C. SS.1301.21.

SECTION 8. MISCELLANEOUS.

       8.1    NOTICES.  All  notices,  requests and other  communications  to be
given  hereunder  shall be in  writing  and shall be given to such  party at its
address or fax number set forth on SCHEDULE 8.1 hereto or such other  address or
fax number as such party may hereafter specify by notice to Lender and Borrower.
Each such notice, request or other communication shall be effective (i) if given
by fax during the business hours of the party receiving notice, when transmitted
to the fax number specified in this Section and a confirmation of receipt (which
may be  telephonic)  is given by the  recipient,  (ii) if given by mail,  on the
third day after such  communication  is  deposited in the mails with first class
postage  prepaid,  addressed  as  aforesaid or (iii) if given by any other means
(including,  without limitation,  by air courier), when delivered at the address
specified in this Section;  provided, that, notices under this (iii) to Borrower
or to Lender shall not be effective  until  received.  All notices shall also be
given,  simultaneously  and in like manner, to such party's legal counsel at its
address or fax number set forth on SCHEDULE 8.1 hereto or such other  address or
fax number as such party may hereafter specify by notice to the other parties.

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

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

                                       25
<PAGE>
                                                                  Exhibit 10.100


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

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

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

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

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

       8.9    CONFLICTS.  Except as  otherwise  provided in this  Agreement  and
except as otherwise  provided in the other Loan Documents by specific  reference
to the applicable  provisions of this Agreement,  if any provision  contained in
this Agreement is in conflict with or is inconsistent  with any provision in the
other Loan Documents, the provision contained in this Agreement shall govern and
control.  The foregoing  notwithstanding,  as to the subject  matter of the Loan
Document  entitled  Agreement  With  Respect to  Prevention  and  Resolution  of
Disputes, the provisions of that Loan Document shall govern and control.

       8.10   WAIVERS BY  BORROWER.  TO THE  FULLEST  EXTENT  PERMITTED  BY LAW,
EXCEPT  AS  OTHERWISE  PROVIDED  FOR IN  THIS  AGREEMENT,  BORROWER  WAIVES  (A)
PRESENTMENT,  DEMAND AND PROTEST AND NOTICE OF PRESENTMENT,  NOTICE OF INTENT TO
ACCELERATE  THE  MATURITY OF THE  OBLIGATIONS  AND NOTICE OF SUCH  ACCELERATION,
PROTEST,  DEFAULT,  NON-PAYMENT,   MATURITY,  RELEASE,  COMPROMISE,  SETTLEMENT,
EXTENSION,  OR  RENEWAL;  (B) ALL  RIGHTS TO  NOTICE  OF A HEARING  PRIOR TO THE
LENDER'S TAKING POSSESSION OR CONTROL OF, OR THE LENDER'S REPLEVY, ATTACHMENT OR
LEVY UPON, THE COLLATERAL OR ANY BOND OR

                                       26
<PAGE>
                                                                  Exhibit 10.100


SECURITY  WHICH MIGHT BE  REQUIRED BY ANY COURT PRIOR TO ALLOWING  THE LENDER TO
EXERCISE  ANY OF  LENDER'S  REMEDIES;  AND (C)  THE  BENEFIT  OF ALL  VALUATION,
APPRAISEMENT AND EXEMPTION LAWS. BORROWER  ACKNOWLEDGES THAT IT HAS BEEN ADVISED
BY COUNSEL WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS EVIDENCED BY THIS
AGREEMENT.

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

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

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

       8.14   SURVIVAL.     All     covenants,     agreements,     undertakings,
representations,  and warranties made in any of the Loan Documents shall survive
all closings under the Loan Documents and, except as otherwise indicated,  shall
not be affected by any investigation made by any party.  Borrower's  obligations
under Sections 5.1(e) and 5.1(i) hereof shall remain operative and in full force
and effect regardless of the

                                       27
<PAGE>
                                                                  Exhibit 10.100

termination of this  Agreement,  the repayment of the Revolving  Credit Note, or
the existence of any  investigation  made on behalf of the Lender  regarding the
representations  and  warranties  made by Borrower in  connection  with the Loan
Documents.  If and to the extent that the obligations of Borrower under Sections
5.1(E) and 5.1(I) are  unenforceable  for any reason,  Borrower hereby agrees to
make  the  maximum   contribution  to  the  payment  and  satisfaction  of  such
obligations that is permissible under applicable Law.

       8.15   GOVERNING LAW; VENUE.  THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS
AND SECURITY DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF OHIO.  VENUE FOR ANY PROCEEDING  RELATED TO OR ARISING FROM
THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS SHALL BE FRANKLIN  COUNTY,  OHIO, AT
THE OPTION OF LENDER.

       8.16   MAXIMUM  INTEREST  RATE. It is the intention of the parties hereto
to comply with applicable  usury laws (now or hereafter  enacted);  accordingly,
notwithstanding  any provision to the contrary in this Agreement,  the Revolving
Credit Note, the other Loan Documents, or any other document relating hereto, in
no event shall this Agreement or any such other document  require the payment or
permit the collection of interest in excess of the maximum  amount  permitted by
such laws. If from any circumstances whatsoever, fulfillment of any provision of
this  Agreement or of any other  document  pertaining  hereto or thereto,  shall
involve  transcending the limit of validity prescribed by law for the collection
or charging of interest,  then, ipso facto, the obligation to be fulfilled shall
be reduced  to the limit of such  validity,  and if from any such  circumstances
Lender  shall ever receive  anything of value as interest or deemed  interest by
applicable law under this Agreement,  the Revolving  Credit Note, the other Loan
Documents,  or any other document  pertaining hereto or otherwise an amount that
would  exceed the highest  lawful  rate,  such  amount  that would be  excessive
interest  shall be applied to the reduction of the principal  amount owing under
the Revolving Credit Note or on account of any other indebtedness of Borrower to
Lender,  and not to the  payment  of  interest,  or if such  excessive  interest
exceeds the unpaid balance of principal of such indebtedness,  such excess shall
be refunded to Borrower.  In  determining  whether or not the  interest  paid or
payable  with  respect to any  indebtedness  of  Borrower  to Lender,  under any
specific  contingency,  exceeds the highest  lawful  rate,  Borrower  and Lender
shall, to the maximum extent  permitted by applicable law, (a)  characterize any
non-principal payment as an expense, fee or premium rather than as interest, (b)
exclude voluntary  prepayments and the effects thereof,  (c) amortize,  prorate,
allocate  and spread the total  amount of interest  throughout  the full term of
such  indebtedness  so that the  actual  rate of  interest  on  account  of such
indebtedness  does not exceed the maximum  amount  permitted by applicable  law,
and/or (d) allocate interest between portions of such  indebtedness,  to the end
that no such portion shall bear  interest at a rate greater than that  permitted
by applicable law.

       8.17   SEVERABILITY.  If any  provision  of this  Agreement is held to be
illegal, invalid, or unenforceable, such provision shall be fully severable, and
the remaining

                                       28
<PAGE>
                                                                  Exhibit 10.100


provisions of this Agreement shall remain in full force and effect and shall not
be affected thereby.

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

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

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

                  [Remainder of Page Intentionally Left Blank]

                                       29
<PAGE>
                                                                  Exhibit 10.100


       8.21   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.

                                      Lender:
                                      BANK ONE, NA

                                      By: /s/ CRAIG LARSON
                                          ------------------------------
                                          Name:  Craig Larson
                                          Title: Commercial Loan Officer

                                      Borrower:

                                      E-LOAN, INC.



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

                                       30
<PAGE>
                                                                  Exhibit 10.100


                                    EXHIBITS
                                TO LOAN AGREEMENT

EXHIBIT A         REVOLVING CREDIT NOTE
---------

EXHIBIT B         FINANCIAL REPORT CERTIFICATE
---------

EXHIBIT C         CONTRACT PURCHASE AGREEMENTS
---------

EXHIBIT D         DEALER AGREEMENT
---------



                                       1
<PAGE>
                                                                  Exhibit 10.100


                                    EXHIBIT A

                              REVOLVING CREDIT NOTE

                                                     EFFECTIVE AS OF
$25,000,000                                          APRIL 2, 2001 ("NOTE DATE")


       FOR  VALUE  RECEIVED,   the   undersigned,   E-LOAN,   INC.,  a  Delaware
corporation,  ("MAKER"),  hereby  unconditionally  promises  to pay on the first
anniversary  of the Note Date to the order of BANK ONE,  NA, a national  banking
association with its principal offices in Columbus,  Ohio ("LENDER"),  not later
than noon,  Eastern  Time,  at its office  located at 1111 Polaris  Parkway #3J,
Columbus,  Ohio 43240 or at such other place as may be designated by Lender from
time to time, in lawful money of the United States of America and in immediately
available funds,  the principal amount of the lesser of (i) TWENTY-FIVE  MILLION
AND NO/100 DOLLARS ($25,000,000), or (ii) the aggregate unpaid principal balance
of all Revolving Credit Loans (as defined in that certain Loan Agreement,  dated
as of even date herewith by and between Maker and Lender,  as amended,  modified
or supplemented  from time to time, the "LOAN  AGREEMENT") made by Lender to the
undersigned pursuant to the Loan Agreement,  together with any interest from the
date hereof until  maturity at the rates per annum provided  below.  Capitalized
terms not  otherwise  defined  herein shall have the  meanings  ascribed to such
terms in the Loan Agreement.

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

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

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

                                       1
<PAGE>
                                                                  Exhibit 10.100


Default described therein. This Revolving Credit Note is secured by the Security
Documents.

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

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

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

       7.     AGREEMENT  WITH RESPECT TO PREVENTION  AND RESOLUTION OF DISPUTES.
THIS  REVOLVING  CREDIT NOTE SHALL BE GOVERNED  BY, AND SHALL BE  CONSTRUED  AND
ENFORCED IN ACCORDANCE  WITH A CERTAIN  AGREEMENT WITH RESPECT TO PREVENTION AND
ENFORCEMENT  OF  DISPUTES  ("DISPUTE  RESOLUTION  AGREEMENT"),   THE  TERMS  AND
PROVISIONS OF WHICH ARE INCORPORATED HEREIN. AMONG OTHER PROVISIONS, THE DISPUTE
RESOLUTION   AGREEMENT  PROVIDES  FOR  WAIVER  OF  JURY  BY  LENDER  AND  MAKER,
JURISDICTION  AND  VENUE  IN  FRANKLIN   COUNTY,   OHIO,  AND  CONSTRUCTION  AND
INTERPRETATION UNDER THE LAWS OF THE STATE OF OHIO.

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

                                       2
<PAGE>
                                                                  Exhibit 10.100


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

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

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

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

                                          MAKER:

                                          E-LOAN, INC.


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



                                       3
<PAGE>
                                                                  Exhibit 10.100


                                    EXHIBIT B

                              ADVANCE REQUEST FORM

TO: Bank One, NA
    1111 Polaris Parkway #3J
    Columbus, OH  43240
    Attn:  Craig Larson

DATED AS OF: ______________________

BORROWER:    E-Loan, Inc.

Ladies and Gentlemen:

       The  undersigned  is the President of the Borrower,  and is authorized by
the Borrower to make and deliver this certificate  pursuant to that certain Loan
Agreement  effective as of April 2, 2001, by and between  Borrower and Bank One,
NA (as the same may be amended, renewed, extended, modified and/or restated from
time to time, the  "AGREEMENT").  All terms defined in the Agreement  shall have
the same meaning herein.  Borrower  hereby  requests a Revolving  Credit Loan in
accordance with SECTION 2.1 of the Agreement.

       In connection with the foregoing and pursuant to the terms and provisions
of the Agreement, the Borrower hereby represents and warrants that:

       (a)    All of the representations and warranties of Borrower contained in
the Agreement and in any of the other Loan Documents are true and correct in all
material respects on the date hereof, as though made on and as of such date. The
Financial Statements delivered by Borrower to Lender through the date hereof are
true,  correct and complete in all  material  respects and fully comply with the
provisions of the Agreement.

       (b)    No event has occurred and is continuing,  or would result from the
Revolving Credit Loan requested, which constitutes or would constitute a Default
or Event of Default.

       (c)    No  change  has  occurred  in the  business,  assets,  operations,
prospects or financial or other  condition of the  Borrowers  which could have a
Material Adverse Effect since the date of the last Revolving Credit Loan.

       (d)    The aggregate  unpaid  principal  amount of all  Revolving  Credit
Loans,  after giving  effect to this  Revolving  Credit Loan is equal to or less
than the lesser of (x) the Borrowing Base, and (y) the Commitment.

       (e)    All information supplied herein and herewith is true, correct, and
complete as of the date hereof.

                                       1
<PAGE>
                                                                  Exhibit 10.100

       No Event of Default exists on the date hereof,  other than ______________

_____________________________ [if none, so state].

                                    Sincerely,

                               ----------------------------------------
                                    President

Enclosures:

[MATERIALS REQUIRED BY THE LOAN AGREEMENT]


                                       2
<PAGE>
                                                                  Exhibit 10.100


                          FINANCIAL REPORT CERTIFICATE

                            [Letterhead of Borrower]

                           ____________________, 2001

Bank One, NA-OH1-1009
1111 Polaris Parkway #3J
Columbus, OH  43240
Attn:  Craig Larson

Ladies and Gentlemen:

       The  undersigned,  President  of E-Loan,  Inc.  ("BORROWER"),  gives this
Financial Report  Certificate (the  "CERTIFICATE") to Bank One, NA ("LENDER") in
accordance with the requirements of that certain Loan Agreement  effective as of
April 2, 2001, between Borrower and Lender ("LOAN AGREEMENT"). Capitalized terms
used in this  Certificate,  unless  otherwise  defined  herein,  shall  have the
meanings ascribed to them in the Loan Agreement.

       1.     Based  upon my review of the  balance  sheets  and  statements  of
income and other financial information of Borrower for the [fiscal year] [month]
ending ___________, _____, copies of which are attached hereto, I hereby certify
that:

              (a)    The  Borrower's  ratio of Debt to Tangible  Net Worth as of
       _____________________  is _____ to _____. (See Section 5.2(k) of the Loan
       Agreement.)

              (b)    The     Borrower's     Tangible    Net    Worth    as    of
       __________________________ is __________________.  (See Section 5.2(l) of
       the Loan Agreement.)


       2.     No  Event  of  Default  exists  on the date  hereof,  other  than:
_______________________________ [if none, so state]; and


                                          Very truly yours,



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


                                       3
<PAGE>
                                                                  Exhibit 10.100


                                    EXHIBIT C

                          CONTRACT PURCHASE AGREEMENTS

       1.     Strategic Alliance Agreement between Bank of America, N.A., Banc
              of America Auto Finance Corp., and Electronic Vehicle Remarketing,
              Inc. dated August 23, 1999 (1)+

       2.     Auto Loan Purchase and Sale Agreement with Bank of America dated
              May 16, 2000 (2)+

       3.     Auto Loan Purchase and Sale Agreement with AmeriCredit Financial
              Services dated June 5, 2000 (2)+

       4.     Auto Loan Purchase and Sale Agreement with TranSouth Financial
              Corporation dated May 4, 2000 (2)+

       5.     Auto Loan Purchase and Sale Agreement with Wells Fargo Bank, N.A.
              - Auto Finance Group dated May 1, 2000 (2)+



(1)  Filed with Quarterly Report on Form 10-Q (FQE 09/30/99) on November 15,
     1999, as amended.

(2)  Filed with Quarterly Report on Form 10-Q (FQE 06/30/00) on August 14, 2000.

+    Confidential Treatment Requested.


                                       1
<PAGE>
                                                                  Exhibit 10.100


                                    EXHIBIT D

                              DEALERSHIP AGREEMENT

                                    [GRAPHIC]


                                       1
<PAGE>
                                                                  Exhibit 10.100

                                    SCHEDULES

SCHEDULE 3.1      CLOSING DOCUMENTS AND CONDITIONS

SCHEDULE 4.4      PRIOR NAMES AND TRADE NAMES OF BORROWER

SCHEDULE 4.8      PENDING LITIGATION INVOLVING BORROWER OR GUARANTOR

SCHEDULE 4.11     EMPLOYEE BENEFIT PLANS

SCHEDULE 4.13     PERMITTED LIENS

SCHEDULE 4.15     CONSENTS REQUIRED

SCHEDULE 4.16     SUBSIDIARIES AND AFFILIATES

SCHEDULE 4.17     OWNERSHIP

SCHEDULE 5.2(a)   PERMITTED DEBT

SCHEDULE 5.2(h)   TRANSACTIONS WITH AFFILIATES OR SUBSIDIARIES

SCHEDULE 5.2(r)   BUSINESS LOCATIONS

SCHEDULE 8.1      NOTICES



                                       1
<PAGE>
                                                                  Exhibit 10.100


                                  SCHEDULE 3.1

                        CLOSING DOCUMENTS AND CONDITIONS

1.   LOAN  AGREEMENT.  This Loan  Agreement  shall have been duly  executed  and
delivered to Lender by Borrower.

2.   REVOLVING  CREDIT NOTE.  Lender shall have  received the  Revolving  Credit
Note, dated on or about the Closing Date, conforming to the requirements of this
Loan Agreement and duly executed by Borrower.

3.   AGREEMENT  WITH RESPECT TO PREVENTION  AND  RESOLUTION OF DISPUTES.  Lender
shall have received the Agreement  With Respect To Prevention  and Resolution of
Disputes, dated on or about the Closing Date, duly executed by Borrower.

4.   SECURITY  AGREEMENT.  Lender shall have received the Security  Agreement of
Borrower, dated on or about the Closing Date, duly executed by Borrower.

5.   FINANCING  STATEMENTS.  All financing  statements  required or, in Lender's
opinion,  advisable to be filed in order to create,  in favor of Lender, a first
priority  perfected  Lien on all assets of Borrower with respect to which a Lien
can be perfected by means of filing a UCC financing  statement,  shall have been
properly executed and delivered to Lender and filed of record, and all necessary
filing,  subscription  and inscription  fees and all recording and other similar
fees,  and all taxes and other  expenses  related to such filings and recordings
shall have been paid in full on behalf of the above referenced parties.

6.   UCC  SEARCHES.  Lender  shall have  received  the  results of UCC  searches
showing all filings of  purported  lien holders  against  Borrower in such other
offices as Lender may require,  each search dated a date reasonably close to the
Closing Date.

7.   RELEASES  AND/OR  ASSIGNMENTS.  Lender shall have received  releases and/or
assignments  or agreements to execute such releases  and/or  assignments  of all
existing Liens (other than permitted liens) on the Collateral against the assets
of Borrower.

8.   RELATED  DOCUMENTS  RELATIVE TO BORROWER.  Lender  shall have  received the
following, dated reasonably close to the Closing Date, for Borrower:

     a.   GENERAL  CERTIFICATE  WITH  INCUMBENCY.  Lender shall have  received a
Certificate from the President or Chief Executive Officer of Borrower, dated the
Closing Date, to the effect that: (i) the representations and warranties made by
Borrower in the Loan  Documents  to which such  Borrower is a party or which are
contained in any certificate, document or financial or other statement furnished
at the time of or in  connection  with the  transaction  contemplated  hereunder
shall  be  correct  on and as of the  Closing  Date as if made on and as of such
date;  (ii) no Default or Event of Default shall have occurred and be continuing
on the  Closing  Date;  and,  (iii) no  outstanding  or

                                       1
<PAGE>
                                                                  Exhibit 10.100


unpaid judgment and/or actions, suits or proceedings, before any court or before
any  governmental  or  administrative  body or agency  which  might  prevent  or
preclude the consummation of the transactions contemplated hereunder are pending
or threatened against Borrower.

     b.   CORPORATE  PROCEEDINGS.  Lender  shall  have  received  a copy  of the
resolution of the Board of Directors of Borrower authorizing: (i) the execution,
delivery  and  performance  of all Loan  Documents  to which such  Borrower is a
party,  (ii) the  consummation  of the  transactions  contemplated  hereunder or
thereunder;  and,  (iii)  the  borrowings  and  grants  of Liens  under the Loan
Documents,  all of the above  certified by the secretary of Borrower on or about
the Closing Date. Such  certificates  shall state that the resolutions set forth
therein have not been amended,  modified, revoked or rescinded as of the date of
such certificates.

     c.   INCUMBENCY  CERTIFICATES.  Lender shall have received a certificate of
the President  and/or Chief Executive  Officer of Borrower dated on or about the
Closing  Date,  as to the  incumbency  and signature of the officers of Borrower
executing each of the Loan Documents to which Borrower is a party, together with
evidence of the incumbency of such Chief Executive Officer and/or President.

     d.   CHARTER DOCUMENTS AND BY-LAWS. Lender shall have received: (i) a copy,
certified as of the date  reasonably  close to the Closing Date by the secretary
of the state of incorporation or organization, of the Articles of Incorporation,
together with all amendments thereto, of Borrower;  (ii) a copy, certified as of
the Closing Date by the Chief Executive Officer and/or President of Borrower, of
its  by-laws  in  effect  on the  Closing  Date;  (iii) a  certificate  or telex
confirmation  as of a  date  reasonably  close  to the  Closing  Date  from  the
Secretary of State or other appropriate  governmental  officer as to Borrower as
to the existence and standing of Borrower; (iv) a certificate dated as of a date
reasonably  close to the  Closing  Date from  each  state in which  Borrower  is
qualified to do business as to the existence and standing of Borrower;  and, (v)
a  certificate  dated as of the Closing  Date from the Chief  Executive  Officer
and/or President of Borrower to the effect that the documents delivered pursuant
to clauses (i) and (ii) are true and correct  copies of such  documents  and, as
relates to the documents  delivered  pursuant to clause (i), as on file with the
secretary  of  state of the  state of  incorporation  or  organization  or other
governmental  officer  and no action has been  taken to amend,  modify or repeal
such documents  delivered pursuant to clauses (i) and (ii) above, the same being
in full force and effect in such form on the Closing Date.

     e.   COPIES OF LEASES.  Lender shall have received copies of each equipment
and  premises  lease to which  Borrower is a party  whether as lessor or lessee,
accompanied by a certificate that such copies are correct and complete, dated on
or about the  Closing  Date,  by the  President  or Chief  Executive  Officer of
Borrower.

9.   INSURANCE.  Lender shall have received from Borrower evidence  satisfactory
to Lender as to the satisfaction of the  requirements  relating to insurance set
forth in this Agreement.

                                       2
<PAGE>
                                                                  Exhibit 10.100


10.  CONTRACT PURCHASE  AGREEMENTS.  The Contract Purchase Agreements shall have
been  delivered by Borrower to Lender which shall comport with the  requirements
of this Loan Agreement.

11.  REGULATORY  APPROVALS:   CONSENTS.  Lender  shall  have  received  evidence
satisfactory to Lender that all requisite  regulatory  approvals and consents of
any other  Person  with  respect to the  transactions  contemplated  by the Loan
Documents   have  been  obtained  in  order  to  consummate   the   transactions
contemplated hereby.

12.  ABSENCE OF CHANGES.  Lender shall have received  evidence  satisfactory  to
Lender including, without limitation, a certificate executed by the President or
Chief Executive  Officer of Borrower,  to such effect,  that no material adverse
change has occurred in the business, assets, operations,  prospects or financial
or other condition of Borrower.

13.  ACCOUNTANTS LETTER. Lender shall have received a letter or letters approved
by  Borrower  and  addressed  to   Borrower's   independent   certified   public
accountants,  authorizing  such  accountants  to  disclose to Lender any and all
financial  statements and other  supporting  financial  documents and schedules,
including  copies  of any  management  letter  with  respect  to  the  business,
financial condition and other affairs of Borrower.

14.  REPORTS.  Lender  shall have  received a Borrowing  Base Report dated on or
about the Closing Date.

15.  SUBORDINATION/INTERCREDITOR   AGREEMENTS.   Lender   shall  have   received
Subordination  or  Intercreditor  Agreements  in  favor of  Lender,  in form and
content acceptable to Lender in its sole discretion,  authorized and executed by
each Person to whom/which Borrower owes Debt or other payment obligations.

16.  OPINION OF  BORROWER'S  COUNSEL.  Lender shall have received the opinion of
Borrower's  legal  counsel  regarding  the loan  transaction  hereunder and such
issues related thereto as Lender may require.

17.  DUE DILIGENCE.  The results of Lender's,  its auditor's and legal counsel's
due diligence  regarding the  transaction  hereunder  shall be  satisfactory  to
Lender, and Lender shall be satisfied with the assets, books and records and the
business and financial condition of Borrower.

18.  OTHER DOCUMENTS. Such other agreements, documents,  instruments,  opinions,
certificates and evidences as Lender or its legal counsel may request.

     All of the  foregoing  shall be in a form and of a substance  acceptable to
Lender.

                                       3
<PAGE>
                                                                  Exhibit 10.100


                                  SCHEDULE 4.4
                     PRIOR NAMES AND TRADE NAMES OF BORROWER

- Palo Alto Funding Group, Inc. (from October 1992 to December 18, 1997)

- Eloan, Inc. (from August 21, 1996 to August 28, 1997)















<PAGE>
                                                                  Exhibit 10.100


                                  SCHEDULE 4.8
                      PENDING LITIGATION INVOLVING BORROWER

HAMRICK V. FIRST UNION MORTGAGE CORPORATION, ET AL.

     On December 21, 1999, Charles Hamrick ("Hamrick") filed a complaint against
First Union Mortgage Corporation ("First Union") in the Circuit Court of Shelby,
Alabama,  as case no.  Cvaa-1049,  seeking an  injunction to prevent First Union
from  foreclosing  on  the  plaintiff's  residence,  compensatory  and  punitive
damages,  and  statutory  damages  for  violation  of the Fair  Debt  Collection
Practices Act. The case was removed to the U.S.  District Court for the Northern
District of Alabama, as case no. CV-J-0160-S,  and E-LOAN and Service Link, L.P.
were added as defendants, in a 1st Amendment to Complaint that was filed in that
Court. In the 1st Amendment to Complaint,  the plaintiff seeks  compensatory and
punitive  damages in an  unspecified  amount  against  First  Union,  E-LOAN and
Service  Link  arising  from  their  actions in August  and  September  of 1999,
relating plaintiff's application for a refinance loan that was not funded. On or
about June 28, 2000, First Union filed a cross-claim  against E-LOAN and Service
Link, alleging fraud and unjust enrichment, and seeking damages in the amount of
$77,940.27,  plus compensatory and punitive damages, and attorney's fees. E-LOAN
has filed a response to the complaint and  cross-claims,  denying any liability.
The parties are proceeding  with  discovery,  and have  tentatively  agreed to a
settlement  whereby  E-LOAN would make a no-fee  mortgage loan to Hamrick in the
principal  amount  of  approximately  $109,000,  and pay the sum of  $5,000,  in
exchange for a dismissal with prejudice and a full release of claims.

<PAGE>
                                                                  Exhibit 10.100


                                  SCHEDULE 4.11

                             EMPLOYEE BENEFIT PLANS

401(K) SAVINGS PLAN

The Company has a savings plan that qualifies as a deferred  salary  arrangement
under Section 401(k) of the Internal Revenue Code (the "401(k) Plan"). Under the
401(k) Plan,  participating employees may defer a percentage (not to exceed 20%)
of their eligible pretax earnings up to the Internal  Revenue  Service's  annual
contribution  limit.  All employees on the United States  payroll of the Company
age 21 years or older are eligible to participate in the 401(k) Plan.

STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS

As of December 31, 2000,  the Company had  reserved up to  12,100,000  shares of
common stock  issuable  upon  exercise of options  issued to certain  employees,
directors,  and  consultants  pursuant to the Company's  1997 Stock Option Plan.
Such options were  exercisable at prices  established at the date of grant,  and
have a term of ten years.  Initial  optionee grants had a vested interest in 25%
of the  option  shares  upon the  optionee's  completion  of one year of service
measured from the grant date. The balance will vest in equal successive  monthly
installments  of 1/48  upon  the  optionee's  completion  of each of the next 36
months of service.  If an option  holder  ceases to be employed by the  Company,
vested  options held at the date of  termination  may be exercised  within three
months. Options under the plan may be either Incentive Stock Options, as defined
under Section 422 of the Internal Revenue Code, or Nonstatutory Options.  During
the years ended  December  31, 1998,  1999 and 2000,  3,084,627,  4,961,910  and
6,458,404  options had been granted and 621,630,  2,304,101 and 888,133  options
were still available for grant under the Company's stock option plan.

In March 1999,  the Company  adopted the 1999 Employee  Stock Purchase Plan (the
"Purchase  Plan") under which 1,500,000 shares of common stock were reserved for
issuance.  Employees who  participate in the Purchase Plan may have up to 15% of
their earnings withheld and used to purchase shares of common stock on specified
dates as determined by the Board.  The price of common stock purchased under the
Purchase  Plan is equal to 85% of the  lower  of the  fair  market  value of the
common  stock,  at the  commencement  date or the ending  date of each  24-month
offering period.  Each offering period includes four six-month purchase periods.
No compensation expense is recorded in connection with this plan.

Attached is a summary of benefits for E-LOAN's California and Florida employees,
respectively.

[GRAPHIC]

<PAGE>
                                                                  Exhibit 10.100


                                  SCHEDULE 4.13

                                 PERMITTED LIENS

     1.   Pledges or deposits made to secure  payment of worker's  compensation,
or to  participate  in  any  fund  in  connection  with  worker's  compensation,
unemployment insurance, pensions, or other social security programs;

     2.   The following to the extent no Lien has been filed in any jurisdiction
or agreed  to:  Liens for Taxes  not yet due and  payable;  mechanic's  lien and
materialmen's  Liens for services or materials  for which payment is not yet due
and payable;  and landlord's Liens for rental not yet due and payable and which,
to the extent the same encumbers any of the Collateral,  is subordinate to Liens
in favor of Lender;

     3.   The  following so long as (i) the validity or amount  thereof is being
contested in good faith and by  appropriate  and lawful  proceedings  diligently
conducted,  (ii) reserve or other  appropriate  provision  (if any)  required by
Lender shall have been made,  (iii) levy and execution  thereon have been stayed
and  continue to be stayed,  (iv) any thereof  covering any  Collateral  must be
subordinate  to all  Liens  in  favor  of  Lender,  and  (v)  they do not in the
aggregate  materially  detract  from the value of the  property of the Person in
question, or materially impair the use thereof in the operation of its business:

     Claims  and Liens for Taxes due and  payable;  claims and Liens  upon,  and
     defects  of title to,  real or  personal  property  (other  than any of the
     Collateral), including any attachment of personal or real property or other
     legal process prior to adjudication of a dispute on the merits;  claims and
     Liens of mechanics,  materialmen,  warehousemen,  carriers,  landlords,  or
     other like Liens; and adverse judgments on appeal.

<PAGE>
                                                                  Exhibit 10.100


                                  SCHEDULE 4.15
                                CONSENTS REQUIRED

[GRAPHIC]


<PAGE>
                                                                  Exhibit 10.100


                                  SCHEDULE 4.16
                           SUBSIDIARIES AND AFFILIATES

E-Loan  International,  Inc. - Wholly-owned  subsidiary that is a British Virgin
Islands Corporation for the purpose of holding shares in our international joint
ventures.

E-Loan Japan,  K.K. - Joint Venture with SOFTBANK Finance  Corporation.  E-Loan,
Inc. ownership is 40% as of March 2001.

<PAGE>
                                                                  Exhibit 10.100


                                  SCHEDULE 4.17
                                    OWNERSHIP

E-Loan,  Inc., is a public  company  traded on NASDAQ under the symbol EELN. The
following are those beneficial owners of borrower of 5% or greater interest.

BENEFICIAL OWNER                                            NUMBER      PERCENT
----------------                                          ----------    -------
Entities affiliated with Benchmark Capital Partners       10,200,254     19.01%
Entities affiliated with Technology Partners               6,065,403     11.31%
Entities affiliated with SOFTBANK                          5,437,797     10.14%
Christian A. Larsen                                        3,722,153      6.94%
Janina Pawlowski                                           3,672,303      6.84%

WARRANTS OUTSTANDING

1.   Warrant to purchase  6,500,000  shares common stock at an exercise price of
     $3.75, expires 4/25/2003

2.   Warrant to purchase  6,600,000  shares common stock at an exercise price of
     $15.00, expires 7/25/2003

3.   Warrant to purchase  300,000  shares  common stock at an exercise  price of
     $1.55, expires 2/23/2006

OPTIONS OUTSTANDING

1.   1997 Stock Option Plan - 12,290,455  shares  authorized  but unissued as of
     3/30/01

2.   1999 Employee Stock Purchase Plan - 2,385,599 shares available for purchase

<PAGE>
                                                                  Exhibit 10.100


                                 SCHEDULE 5.2(a)
                                 PERMITTED DEBT

1.   Debt secured by Permitted  Liens;  so long as such  Permitted  Liens do not
     impair the priority or enforceability of the Liens of Lender.


<PAGE>
                                                                  Exhibit 10.100


                                 SCHEDULE 5.2(h)
                  TRANSACTIONS WITH AFFILIATES OR SUBSIDIARIES

None.



<PAGE>
                                                                  Exhibit 10.100

                                 SCHEDULE 5.2(r)
                               BUSINESS LOCATIONS

E-Loan, Inc.
5875 Arnold Road
Dublin, CA  94568


E-Loan, Inc.
3563 - 501 Philips Highway
Jacksonville, FL  32207

<PAGE>
                                                                  Exhibit 10.100


                                  SCHEDULE 8.1
                                     NOTICES

AS TO BORROWER                                 WITH COPY TO:

E-Loan, Inc.                                   E-Loan, Inc.
5875 Arnold Road                               5875 Arnold Road
Dublin, CA  94568                              Dublin, CA 94568

Telephone: 925- 560-2626                       Telephone:  925-560-2631
Telefax: 925-556-2178                          Telefax:  925-803-3503
Attn: Joseph J. Kennedy, President             Attn: Edward A. Giedgowd, Counsel

AS TO LENDER:                                  WITH COPY TO:

Bank One, Columbus, NA-OH1 -1 009              Yvette A. Cox, Esq.
1111 Polaris Parkway #3J                       Arter & Hadden, LLP
Columbus, OH 43240                             1 0 West Broad Street
Telephone: 614-248-7704                        Columbus, OH 43215
Telefax: 614-248-0156                          Telephone: 614-221-3155
Attn:  Craig Larson                            Telefax: 614-221-0479