Exhibit 10.102


                      AGREEMENT WITH RESPECT TO PREVENTION
                           AND RESOLUTION OF DISPUTES

     This  Agreement  with  Respect to  Prevention  and  Resolution  of Disputes
("AGREEMENT")  dated as of the 2nd day of April,  2001, by and between BANK ONE,
NA, a national banking association with its principal offices in Columbus,  Ohio
("LENDER"), and E-LOAN, INC., a Delaware corporation, ("OBLIGOR").

                                   WITNESSETH:

     WHEREAS, Lender is entering into or has entered into financing transactions
(collectively,   the  "FINANCING   TRANSACTION")   evidenced  by  the  following
instruments, including any amendments, extensions,  substitutions,  restatements
or renewals  thereof which  instruments may be secured with collateral  security
documents and/or guaranty agreements (together with all documents,  instruments,
and agreements executed and/or delivered in connection therewith,  collectively,
"LOAN DOCUMENTS"):

     (i)   LOAN AGREEMENT               $N/A             Effective as of 4/2/01

     (ii)  REVOLVING CREDIT NOTE        $25,000,000      Effective as of 4/2/01


     WHEREAS,  Lender and Obligor  seek to minimize  potential  costs  caused by
undue delays and expenses  arising from the  resolution  of a dispute  under the
Financing  Transaction  by (i) giving  certainty as to where the dispute will be
heard and which laws will be  applicable  to its  resolution,  (ii) limiting the
understanding  between the parties to written agreements,  and (iii) waiving the
right to have a jury  trial so that the  dispute  can be  resolved  quickly  and
efficiently;

     WHEREAS,  to prevent  disputes,  to expedite the  resolution of any dispute
between  Lender and the Obligor  and to induce  Lender to enter into or continue
the Financing  Transaction,  Obligor is executing and delivering this Agreement;
and

     WHEREAS,  Lender has  requested  this  Agreement  as a condition  of Lender
entering into or continuing the Financing Transaction;

     NOW THEREFORE,  in consideration of the foregoing and for good and valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Obligor agrees as follows:

     1.   SUBMISSION TO JURISDICTION,  VENUE, AND LAW. With respect to any claim
          arising out of the  Financing  Transaction,  the  Obligor  irrevocably
          submits for itself and its property, to the nonexclusive  jurisdiction
          and to the laying of venue of the courts of competent  jurisdiction of
          Franklin County,  Ohio at the option of Lender. The Loan Documents and
          this Agreement  shall in all

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<PAGE>
                                                                  Exhibit 10.102


          respects be construed in  accordance  with and governed by the laws of
          the State of Ohio.

     2.   PREVENTION  OF  DISPUTES.   The  Loan  Documents  together  with  this
          Agreement constitute the ONLY agreement and understanding among Lender
          and  the  Obligor  and  supersede  any and all  prior  agreements  and
          understandings,   oral  or   written,   relating   to  the   Financing
          Transaction. Obligor acknowledge that they have not relied on any oral
          promises or  representations  by Lender  other than those set forth in
          the Loan  Documents  together  with this  Agreement.  No change in the
          terms, amendment,  modification or waiver of any provision of the Loan
          Documents or this Agreement  shall be effective  unless the same shall
          be in writing and signed by the Obligor and Lender.

     4.   WAIVER OF JURY  TRIAL.  LENDER  AND THE  OBLIGOR  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 THE OBLIGOR ARISING OUT OF, IN
          CONNECTION  WITH,  RELATED  TO,  OR  INCIDENTAL  TO  THE  RELATIONSHIP
          ESTABLISHED BETWEEN THE OBLIGOR 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.

     In the event of a conflict between the provisions of this Agreement and the
provisions of any of the Loan Documents,  the provisions of this Agreement shall
supersede and prevail over those  provisions of the Loan Documents  which appear
to conflict.  In the event that any one or more of the  provisions  contained in
this Agreement or in the Loan  Documents  shall,  for any reason,  be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall not affect any other  provision of this Agreement or the
Loan Documents. This Agreement shall be binding upon and inure to the benefit of
Obligor and Lender and their respective successors and assigns.

     This Agreement may be executed in multiple counterparts, all of which taken
together  shall  constitute one and the same  agreement,  and any of the parties
hereto may execute this Agreement by signing any counterpart.

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                                                                  Exhibit 10.102


     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed at Columbus, Ohio as of the day and year first above written.

LENDER:                                 OBLIGOR:

Bank One, NA                            E-Loan, Inc.


/s/  CRAIG LARSON                        /s/ MATT ROBERTS
-----------------------------------     ----------------------------------------
By   Craig Larson                       By:  MATT ROBERTS
Its: Commercial Loan Officer                 -----------------------------------
                                        Its: CFO
                                             -----------------------------------

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



STATE OF CALIFORNIA        )
                           ) ss:
COUNTY OF ALAMEDA          )

     Before me, a notary  public,  in and for said county,  personally  appeared
___MATT  ROBERTS___  of  E-Loan,  Inc.,  who  acknowledged  that he  signed  the
foregoing instrument on behalf of said corporation. In testimony whereof, I have
hereunto subscribed my name this 30th day of March, 2001.


                                   /s/ MATT L. COX
                                   ---------------------------------
                                   Notary Public

                                   MATT L. COX
                                   ---------------------------------
                                   Printed Name:

My Commission Expires: 8/3/03
                      -------

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                                                                  Exhibit 10.102


STATE OF ____________)
                     ) ss:
COUNTY OF ___________)

     Before me, a notary  public,  in and for said county,  personally  appeared
Craig Larson,  Commercial Loan Officer of Bank One, NA, who acknowledged that he
signed the  foregoing  instrument  on behalf of said  corporation.  In testimony
whereof, I have hereunto subscribed my name this 30th day of March, 2001.

                                   ------------------------------
                                   Notary Public

                                   ------------------------------
                                   Printed Name:

My Commission Expires:__________


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