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                                                                    EXHIBIT 10.4

                               BOFI HOLDING, INC.

                        2004 EMPLOYEE STOCK PURCHASE PLAN

      The following constitute the provisions of the 2004 Employee Stock
Purchase Plan of BofI Holding, Inc.

      1.    Purpose. The purpose of the Plan is to provide Employees of the
Company and its Designated Parents or Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll deductions. It
is the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Code and the applicable regulations
thereunder. The provisions of the Plan, accordingly, shall be construed so as to
extend and limit participation in a manner consistent with the requirements of
that Section 423 of the Code.

      2.    Definitions. As used herein, the following definitions shall apply:

            (a)   "Administrator" means either the Board or a committee of the
Board that is responsible for the administration of the Plan as is designated
from time to time by resolution of the Board.

            (b)   "Applicable Laws" means the legal requirements relating to the
administration of employee stock purchase plans, if any, under applicable
provisions of federal securities laws, state corporate and securities laws, the
Code and the applicable regulations thereunder, the rules of any applicable
stock exchange or national market system, and the rules of any foreign
jurisdiction applicable to participation in the Plan by residents therein.

            (c)   "Board" means the Board of Directors of the Company.

            (d)   "Code" means the Internal Revenue Code of 1986, as amended.

            (e)   "Common Stock" means the common stock of the Company.

            (f)   "Company" means BofI Holding, Inc., a Delaware corporation.

            (g)   "Compensation" means an Employee's base salary from the
Company or one or more Designated Parents or Subsidiaries, including such
amounts of base salary as are deferred by the Employee (i) under a qualified
cash or deferred arrangement described in Section 401(k) of the Code, or (ii) to
a plan qualified under Section 125 of the Code. Compensation does not include
overtime, bonuses, annual awards, other incentive payments, reimbursements or
other expense allowances, fringe benefits (cash or noncash), moving expenses,
deferred compensation, contributions (other than contributions described in the
first sentence) made on the Employee's behalf by the Company or one or more
Designated Parents or Subsidiaries under any employee benefit or welfare plan
now or hereafter established, and any other payments not specifically referenced
in the first sentence.

            (h)   "Corporate Transaction" means any of the following
transactions:

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                  (1)   a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is
to change the state in which the Company is incorporated;

                  (2)   the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations);

                  (3)   the complete liquidation or dissolution of the Company;

                  (4)   any reverse merger or series of related transactions
culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but
(A) the shares of Common Stock outstanding immediately prior to such merger are
converted or exchanged by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, or (B) in which securities possessing
more than forty percent (40%) of the total combined voting power of the
Company's outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger
or the initial transaction culminating in such merger, but excluding any such
transaction or series of related transactions that the Administrator determines
shall not be a Corporate Transaction; or

                  (5)   acquisition in a single or series of related
transactions by any person or related group of persons (other than the Company
or by a Company-sponsored employee benefit plan) of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Administrator determines shall not be a Corporate
Transaction.

            (i)   "Designated Parents or Subsidiaries" means the Parents or
Subsidiaries that have been designated by the Administrator from time to time as
eligible to participate in the Plan.

            (j)   "Effective Date" means the date determined by the Board.
However, should any Parent or Subsidiary become a Designated Parent or
Subsidiary after such date, then the Administrator, in its discretion, shall
designate a separate Effective Date with respect to the employee-participants of
such Designated Parent or Subsidiary.

            (k)   "Employee" means any individual, including an officer or
director, who is an employee of the Company or a Designated Parent or Subsidiary
for purposes of Section 423 of the Code. For purposes of the Plan, the
employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the
individual's employer. Where the period of leave exceeds three (3) months and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated on the
day three (3) months and one (1) day after the commencement of such leave, for
purposes of determining eligibility to participate in the Plan.

            (l)   "Enrollment Date" means the first day of each Offer Period.

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            (m)   "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (n)   "Exercise Date" means the last day of each Purchase Period.

            (o)   "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (1)   If the Common Stock is listed on one or more established
stock exchanges or national market systems, including without limitation The
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on the principal exchange or
system on which the Common Stock is listed (as determined by the Administrator)
on the date of determination (or, if no closing sales price or closing bid was
reported on that date, as applicable, on the last trading date such closing
sales price or closing bid was reported), as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;

                  (2)   If the Common Stock is regularly quoted on an automated
quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for
such stock as quoted on such system or by such securities dealer on the date of
determination, but if selling prices are not reported, the Fair Market Value of
a share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the date of determination (or, if no such prices
were reported on that date, on the last date such prices were reported), as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or

                  (3)   In the absence of an established market for the Common
Stock of the type described in (1) and (2), above, the Fair Market Value thereof
shall be determined by the Administrator in good faith.

            (p)   "Offer Period" means an Offer Period established pursuant to
Section 4 hereof.

            (q)   "Parent" means a "parent corporation" of the Company, whether
now or hereafter existing, as defined in Section 424(e) of the Code.

            (r)   "Participant" means an Employee of the Company or Designated
Parent or Subsidiary who has completed a subscription agreement as set forth in
Section 5(a) and is thereby enrolled in the Plan.

            (s)   "Plan" means this Employee Stock Purchase Plan.

            (t)   "Purchase Period" means a period of approximately six months,
commencing on May 15 and November 15 of each year and terminating on the next
following November 14 or May 14, respectively; provided, however, that the first
Purchase Period shall commence on the Effective Date and shall end on May 14,
2005.

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            (u)   "Purchase Price" shall mean an amount, as determined by the
Board prior to the Enrollment Date of a particular Offer Period, equal to no
less than 85% of the Fair Market Value of a share of Common Stock on the
Enrollment Date or on the Exercise Date, whichever is lower.

            (v)   "Reserves" means, as of any date, the sum of (1) the number of
shares of Common Stock covered by each then outstanding option under the Plan
which has not yet been exercised and (2) the number of shares of Common Stock
which have been authorized for issuance under the Plan but not then subject to
an outstanding option.

            (w)   "Subsidiary" means a "subsidiary corporation" of the Company,
whether now or hereafter existing, as defined in Section 424(f) of the Code.

      3.    Eligibility.

            (a)   General. Any individual who is an Employee on a given
Enrollment Date shall be eligible to participate in the Plan for the Offer
Period commencing with such Enrollment Date. No individual who is not an
Employee shall be eligible to participate in the Plan.

            (b)   Limitations on Grant and Accrual. Any provisions of the Plan
to the contrary notwithstanding, no Employee shall be granted an option under
the Plan (i) if, immediately after the grant, such Employee (taking into account
stock owned by any other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
Parent or Subsidiary, or (ii) which permits the Employee's rights to purchase
stock under all employee stock purchase plans of the Company and its Parents or
Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
(US$25,000) worth of stock (determined at the Fair Market Value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time. The determination of the accrual of the right to
purchase stock shall be made in accordance with Section 423(b)(8) of the Code
and the regulations thereunder.

            (c)   Other Limits on Eligibility. Notwithstanding SubSection (a),
above, the following Employees shall not be eligible to participate in the Plan
for any relevant Offer Period: (i) Employees whose customary employment is 20
hours or less per week; (ii) Employees whose customary employment is for not
more than 5 months in any calendar year; (iii) Employees who have been employed
for fewer than 5 days; and (iv) Employees who are subject to rules or laws of a
foreign jurisdiction that prohibit or make impractical the participation of such
Employees in the Plan.

      4.    Offer Periods.

            (a)   The Plan shall be implemented through overlapping or
consecutive Offer Periods until such time as (i) the maximum number of shares of
Common Stock available for issuance under the Plan shall have been purchased or
(ii) the Plan shall have been sooner terminated in accordance with Section 19
hereof. The maximum duration of an Offer Period shall be twenty-seven (27)
months. Initially, the Plan shall be implemented through overlapping

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Offer Periods of twenty-four (24) months' duration commencing each May 15 and
November 15 following the Effective Date (except that the initial Offer Period
shall commence on the Effective Date and shall end on May 14, 2006).

            (b)   A Participant shall be granted a separate option for each
Offer Period in which he or she participates. The option shall be granted on the
Enrollment Date and shall be automatically exercised in successive installments
on the Exercise Dates ending within the Offer Period.

            (c)   If on the first day of any Purchase Period in an Offer Period
in which an Employee is a Participant, the Fair Market Value of the Common Stock
is less than the Fair Market Value of the Common Stock on the Enrollment Date of
the Offer Period (after taking into account any adjustment during the Offer
Period pursuant to Section 18(a)), the Offer Period shall be terminated
automatically and the Participant shall be enrolled automatically in the new
Offer Period which has its first Purchase Period commencing on that date,
provided the Employee is eligible to participate in the Plan on that date and
has not elected to terminate participation in the Plan.

            (d)   Except as specifically provided herein, the acquisition of
Common Stock through participation in the Plan for any Offer Period shall
neither limit nor require the acquisition of Common Stock by a Participant in
any subsequent Offer Period.

      5.    Participation.

            (a)   An eligible Employee may become a Participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan (or such other form or method (including electronic
forms) as the Administrator may designate from time to time) and filing it with
the designated payroll office of the Company at least five (5) business days
prior to the Enrollment Date for the Offer Period in which such participation
will commence, unless a later time for filing the subscription agreement is set
by the Administrator for all eligible Employees with respect to a given Offer
Period.

            (b)   Payroll deductions for a Participant shall commence with the
first partial or full payroll period beginning on the Enrollment Date and shall
end on the last complete payroll period during the Offer Period, unless sooner
terminated by the Participant as provided in Section 10.

      6.    Payroll Deductions.

            (a)   At the time a Participant files a subscription agreement, the
Participant shall elect to have payroll deductions made during the Offer Period
in amounts between one percent (1%) and not exceeding fifteen percent (15%) of
the Compensation which the Participant receives during the Offer Period.

            (b)   All payroll deductions made for a Participant shall be
credited to the Participant's account under the Plan and will be withheld in
whole percentages only. A Participant may not make any additional payments into
such account.

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            (c)   A Participant may discontinue participation in the Plan as
provided in Section 10, or may increase or decrease the rate of payroll
deductions during the Offer Period by completing and filing with the Company a
change of status notice in the form of Exhibit B to this Plan (or such other
form or method (including electronic forms) as the Administrator may designate
from time to time) authorizing an increase or decrease in the payroll deduction
rate. Any increase or decrease in the rate of a Participant's payroll deductions
shall be effective with the first full payroll period commencing five (5)
business days after the Company's receipt of the change of status notice unless
the Company elects to process a given change in participation more quickly. A
Participant's subscription agreement (as modified by any change of status
notice) shall remain in effect for successive Offer Periods unless terminated as
provided in Section 10. The Administrator shall be authorized to limit the
number of payroll deduction rate changes during any Offer Period.

            (d)   Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) herein, a
Participant's payroll deductions shall be decreased to 0%. Payroll deductions
shall recommence at the rate provided in such Participant's subscription
agreement, as amended, at the time when permitted under Section 423(b)(8) of the
Code and Section 3(b) herein, unless such participation is sooner terminated by
the Participant as provided in Section 10.

      7.    Grant of Option. On the Enrollment Date, each Participant shall be
granted an option to purchase (at the applicable Purchase Price) a number of
shares of the Common Stock as determined by the Administrator, subject to
adjustment as provided in Section 18 hereof; provided that such option shall be
subject to the limitations set forth in Sections 3(b), 6 and 12 hereof. The
Administrator shall also determine the maximum number of shares of Common Stock
that a Participant may purchase on each Exercise Date within the particular
Offer Period. Exercise of the option shall occur as provided in Section 8,
unless the Participant has withdrawn pursuant to Section 10, and the option, to
the extent not exercised, shall expire on the last day of the Offer Period with
respect to which such option was granted. Notwithstanding the foregoing, shares
subject to the option may only be purchased with accumulated payroll deductions
credited to a Participant's account in accordance with Section 6 of the Plan. In
addition, to the extent an option is not exercised on each Exercise Date, the
option shall lapse and thereafter cease to be exercisable.

      8.    Exercise of Option. Unless a Participant withdraws from the Plan as
provided in Section 10, below, the Participant's option for the purchase of
shares of Common Stock will be exercised automatically on each Exercise Date, by
applying the accumulated payroll deductions in the Participant's account to
purchase the number of full shares subject to the option by dividing such
Participant's payroll deductions accumulated prior to such Exercise Date and
retained in the Participant's account as of the Exercise Date by the applicable
Purchase Price. No fractional shares will be purchased; any payroll deductions
accumulated in a Participant's account which are not sufficient to purchase a
full share shall be carried over to the next Purchase Period or Offer Period,
whichever applies, or returned to the Participant, if the Participant withdraws
from the Plan. Notwithstanding the foregoing, any amount remaining in a
Participant's account on the Exercise Date due to the application of Section
423(b)(8) of the Code or Section 7, above, shall be returned to the Participant
and shall not be carried over to the

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next Offer Period or Purchase Period. During a Participant's lifetime, a
Participant's option to purchase shares hereunder is exercisable only by the
Participant.

      9.    Delivery. Upon receipt of a request from a Participant after each
Exercise Date on which a purchase of shares occurs, the Company shall arrange
the delivery to such Participant, as promptly as practicable, of a certificate
representing the shares purchased upon exercise of the Participant's option.

      10.   Withdrawal; Termination of Employment.

            (a)   A Participant may either (i) withdraw all but not less than
all the payroll deductions credited to the Participant's account and not yet
used to exercise the Participant's option under the Plan or (ii) terminate
future payroll deductions, but allow accumulated payroll deductions to be used
to exercise the Participant's option under the Plan at any time by giving
written notice to the Company in the form of Exhibit B to this Plan (or such
other form or method (including electronic forms) as the Administrator may
designate from time to time). If the Participant elects withdrawal alternative
(i) described above, all of the Participant's payroll deductions credited to the
Participant's account will be paid to such Participant as promptly as
practicable after receipt of notice of withdrawal, such Participant's option for
the Offer Period will be automatically terminated, and no further payroll
deductions for the purchase of shares will be made during the Offer Period. If
the Participant elects withdrawal alternative (ii) described above, no further
payroll deductions for the purchase of shares will be made during the Offer
Period, all of the Participant's payroll deductions credited to the
Participant's account will be applied to the exercise of the Participant's
option on the next Exercise Date (subject to Sections 3(b), 6, 7 and 12), and
after such Exercise Date, such Participant's option for the Offer Period will be
automatically terminated and all remaining accumulated payroll deduction amounts
shall be returned to the Participant. If a Participant withdraws from an Offer
Period, payroll deductions will not resume at the beginning of the succeeding
Offer Period unless the Participant delivers to the Company a new subscription
agreement.

            (b)   Upon termination of a Participant's employment relationship
(as described in Section 2(k)) at a time more than three (3) months from the
next scheduled Exercise Date, the payroll deductions credited to such
Participant's account during the Offer Period but not yet used to exercise the
option will be returned to such Participant or, in the case of his/her death, to
the person or persons entitled thereto under Section 14, and such Participant's
option will be automatically terminated without exercise of any portion of such
option. Upon termination of a Participant's employment relationship (as
described in Section 2(k)) within three (3) months of the next scheduled
Exercise Date, the payroll deductions credited to such Participant's account
during the Offer Period but not yet used to exercise the option will be applied
to the purchase of Common Stock on the next Exercise Date, unless the
Participant (or in the case of the Participant's death, the person or persons
entitled to the Participant's account balance under Section 14) withdraws from
the Plan by submitting a change of status notice in accordance with subSection
(a) of this Section 10. In such a case, no further payroll deductions will be
credited to the Participant's account following the Participant's termination of
employment and the Participant's option under the Plan will be automatically
terminated after the purchase of Common Stock on the next scheduled Exercise
Date.

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      11.   Interest. No interest shall accrue on the payroll deductions
credited to a Participant's account under the Plan.

      12.   Stock.

            (a)   Subject to adjustment upon changes in capitalization of the
Company as provided in Section 18, the maximum number of shares of Common Stock
which shall be made available for sale under the Plan shall be Five Hundred
Thousand (500,000) shares. With respect to any amendment to increase the total
number of shares of Common Stock under the Plan, the Administrator shall have
discretion to disallow the purchase of any increased shares of Common Stock for
Offer Periods in existence prior to such increase. If the Administrator
determines that on a given Exercise Date the number of shares with respect to
which options are to be exercised may exceed (x) the number of shares then
available for sale under the Plan or (y) the number of shares available for sale
under the Plan on the Enrollment Date(s) of one or more of the Offer Periods in
which such Exercise Date is to occur, the Administrator may make a pro rata
allocation of the shares remaining available for purchase on such Enrollment
Dates or Exercise Date, as applicable, in as uniform a manner as shall be
practicable and as it shall determine to be equitable, and shall either continue
all Offer Periods then in effect or terminate any one or more Offer Periods then
in effect pursuant to Section 19, below. Any amount remaining in a Participant's
payroll account following such pro rata allocation shall be returned to the
Participant and shall not be carried over to any future Purchase Period or Offer
Period, as determined by the Administrator.

            (b)   A Participant will have no interest or voting right in shares
covered by the Participant's option until such shares are actually purchased on
the Participant's behalf in accordance with the applicable provisions of the
Plan. No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date of such purchase.

            (c)   Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or in the name of the Participant and
his or her spouse, as designated in the Participant's subscription agreement.

      13.   Administration. The Plan shall be administered by the Administrator
which shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Administrator shall, to the full extent permitted by
Applicable Law, be final and binding upon all persons.

      14.   Designation of Beneficiary.

            (a)   Each Participant will file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
Participant's account under the Plan in the event of such Participant's death.
If a Participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.

            (b)   Such designation of beneficiary may be changed by the
Participant (and the Participant's spouse, if any) at any time by written
notice. In the event of the death of a

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Participant and in the absence of a beneficiary validly designated under the
Plan who is living (or in existence) at the time of such Participant's death,
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Administrator), the
Administrator shall deliver such shares and/or cash to the spouse (or domestic
partner, as determined by the Administrator) of the Participant, or if no spouse
(or domestic partner) is known to the Administrator, then to the issue of the
Participant, such distribution to be made per stirpes (by right of
representation), or if no issue are known to the Administrator, then to the
heirs at law of the Participant determined in accordance with Section 27.

      15.   Transferability. No payroll deductions credited to a Participant's
account, options granted hereunder, or any rights with regard to the exercise of
an option or to receive shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution, or as provided in Section 14 hereof) by the
Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Administrator may, in its
sole discretion, treat such act as an election to withdraw funds from an Offer
Period in accordance with Section 10.

      16.   Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions or hold them
exclusively for the benefit of Participants. All payroll deductions received or
held by the Company may be subject to the claims of the Company's general
creditors. Participants shall have the status of general unsecured creditors of
the Company. Any amounts payable to Participants pursuant to the Plan shall be
unfunded and unsecured obligations for all purposes, including, without
limitation, Title I of the Employee Retirement Income Security Act of 1974, as
amended. The Company shall retain at all times beneficial ownership of any
investments, including trust investments, which the Company may make to fulfill
its payment obligations hereunder. Any investments or the creation or
maintenance of any trust or any Participant account shall not create or
constitute a trust or fiduciary relationship between the Administrator, the
Company or any Designated Parent or Subsidiary and a Participant, or otherwise
create any vested or beneficial interest in any Participant or the Participant's
creditors in any assets of the Company or a Designated Parent or Subsidiary. The
Participants shall have no claim against the Company or any Designated Parent or
Subsidiary for any changes in the value of any assets that may be invested or
reinvested by the Company with respect to the Plan.

      17.   Reports. Individual accounts will be maintained for each Participant
in the Plan. Statements of account will be given to Participants at least
annually, which statements will set forth the amounts of payroll deductions, the
Purchase Price, the number of shares purchased and the remaining cash balance,
if any.

      18.   Adjustments Upon Changes in Capitalization; Corporate Transactions.

            (a)   Adjustments Upon Changes in Capitalization. Subject to any
required action by the stockholders of the Company, the Reserves, the Purchase
Price, the maximum number of shares that may be purchased in any Offer Period or
Purchase Period, as well as any other terms that the Administrator determines
require adjustment shall be proportionately

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adjusted for (i) any increase or decrease in the number of issued shares of
Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, (ii) any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company, or (iii) as the Administrator may determine in
its discretion, any other transaction with respect to Common Stock including a
corporate merger, consolidation, acquisition of property or stock, separation
(including a spin-off or other distribution of stock or property),
reorganization, liquidation (whether partial or complete) or any similar
transaction; provided, however that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Administrator and its
determination shall be final, binding and conclusive. Except as the
Administrator determines, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason hereof shall be made with respect to, the
Reserves and the Purchase Price.

            (b)   Corporate Transactions. In the event of a proposed Corporate
Transaction, each option under the Plan shall be assumed by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Administrator, in the exercise of its sole discretion and in lieu of such
assumption, determines to shorten the Offer Period then in progress by setting a
new Exercise Date (the "New Exercise Date"). If the Administrator shortens the
Offer Period then in progress in lieu of assumption in the event of a Corporate
Transaction, the Administrator shall notify each Participant in writing at least
ten (10) business days prior to the New Exercise Date, that the Exercise Date
for the Participant's option has been changed to the New Exercise Date and that
either:

                  (1)   the Participant's option will be exercised automatically
on the New Exercise Date, unless prior to such date the Participant has
withdrawn from the Offer Period as provided in Section 10; or

                  (2)   the Company shall pay to the Participant on the New
Exercise Date an amount in cash, cash equivalents, or property as determined by
the Administrator that is equal to the difference in the Fair Market Value of
the shares subject to the option and the Purchase Price due had the
Participant's option been exercised automatically under SubSection (b)(i) above.

      For purposes of this Subsection, an option granted under the Plan shall be
deemed to be assumed if, in connection with the Corporate Transaction, the
option is replaced with a comparable option with respect to shares of capital
stock of the successor corporation or Parent thereof. The determination of
option comparability shall be made by the Administrator prior to the Corporate
Transaction and its determination shall be final, binding and conclusive on all
persons.

      19.   Amendment or Termination.

            (a)   The Administrator may at any time and for any reason terminate
or amend the Plan. Except as provided in Section 18, no such termination can
affect options previously granted, provided that the Plan or any one or more
Offer Periods may be terminated by the

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Administrator on any Exercise Date or by the Administrator establishing a new
Exercise Date with respect to any Offer Period and/or any Purchase Period then
in progress if the Administrator determines that the termination of the Plan or
such one or more Offer Periods is in the best interests of the Company and its
stockholders. Except as provided in Section 18 and this Section 19, no amendment
may make any change in any option theretofore granted which adversely affects
the rights of any Participant without the consent of affected Participants. To
the extent necessary to comply with Section 423 of the Code (or any successor
rule or provision or any other Applicable Law), the Company shall obtain
stockholder approval in such a manner and to such a degree as required.

            (b)   Without stockholder consent and without regard to whether any
Participant rights may be considered to have been "adversely affected," the
Administrator shall be entitled to limit the frequency and/or number of changes
in the amount withheld during Offer Periods, change the length of Purchase
Periods within any Offer Period, determine the length of any future Offer
Period, determine whether future Offer Periods shall be consecutive or
overlapping, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, establish additional terms, conditions, rules
or procedures to accommodate the rules or laws of applicable foreign
jurisdictions, permit payroll withholding in excess of the amount designated by
a Participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
Participant properly correspond with amounts withheld from the Participant's
Compensation, and establish such other limitations or procedures as the
Administrator determines in its sole discretion advisable and which are
consistent with the Plan.

      20.   Notices. All notices or other communications by a Participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Administrator at the location,
or by the person, designated by the Administrator for the receipt thereof.

      21.   Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all Applicable Laws
and shall be further subject to the approval of counsel for the Company with
respect to such compliance. As a condition to the exercise of an option, the
Company may require the Participant to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned Applicable Laws. In addition, no options shall be exercised
or shares issued hereunder before the Plan shall have been approved by
stockholders of the Company as provided in Section 23.

      22.   Term of Plan. The Plan shall become effective upon its approval by
the stockholders of the Company. It shall continue in effect for a term of ten
(10) years unless sooner terminated under Section 19.

                                       11

<PAGE>

      23.   Stockholder Approval. The Plan shall be subject to approval by the
stockholders of the Company. Such stockholder approval shall be obtained in the
degree and manner required under Applicable Laws.

      24.   No Employment Rights. The Plan does not, directly or indirectly,
create any right for the benefit of any employee or class of employees to
purchase any shares under the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by the Company or
a Designated Parent or Subsidiary, and it shall not be deemed to interfere in
any way with such employer's right to terminate, or otherwise modify, an
employee's employment at any time.

      25.   No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Designated Parent or Subsidiary, participation in the Plan shall not be deemed
compensation for purposes of computing benefits or contributions under any
retirement plan of the Company or a Designated Parent or Subsidiary, and shall
not affect any benefits under any other benefit plan of any kind or any benefit
plan subsequently instituted under which the availability or amount of benefits
is related to level of compensation. The Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.

      26.   Effect of Plan. The provisions of the Plan shall, in accordance with
its terms, be binding upon, and inure to the benefit of, all successors of each
Participant, including, without limitation, such Participant's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
Participant.

      27.   Governing Law. The Plan is to be construed in accordance with and
governed by the internal laws of the State of California without giving effect
to any choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of California to the
rights and duties of the parties, except to the extent the internal laws of the
State of California are superseded by the laws of the United States. Should any
provision of the Plan be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.

      28.   Administration and Interpretation. Any question or dispute regarding
the administration or interpretation of the Plan shall be submitted by the
Participant or by the Company to the Administrator. The resolution of such
question or dispute by the Administrator shall be final and binding on all
persons.

      29.   Venue and Waiver of Jury Trial. The parties agree that any suit,
action, or proceeding arising out of or relating to the Notice, the Plan or this
Option Agreement shall be brought in the United States District Court for the
Southern District of California (or should such court lack jurisdiction to hear
such action, suit or proceeding, in a California state court in the County of
San Diego) and that the parties shall submit to the jurisdiction of such court.
The parties irrevocably waive, to the fullest extent permitted by law, any
objection the party may have to the laying of venue for any such suit, action or
proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT
THEY HAVE OR MAY HAVE TO A

                                       12

<PAGE>

JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions
of this Section 29 shall for any reason be held invalid or unenforceable, it is
the specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.

                                       13

<PAGE>

                                    EXHIBIT A

                            BofI Holding, Inc. 2004 Employee Stock Purchase Plan

                                                          SUBSCRIPTION AGREEMENT

                                   Effective with the Offer Period beginning on:

     [  ] ESPP Effective Date    [  ] May 15, 2005   or   [  ] November 15, 2005

1. PERSONAL INFORMATION [MODIFY DATA REQUESTED AS APPROPRIATE]

   Legal Name (Please Print) _________________________   __________  ___________
                              (Last)  (First)  (MI)      Location    Department

   Street Address_____________________________________   _______________________
                                                         Daytime Telephone

   City, State/Country, Zip____________________________  _______________________
                                                         E-Mail Address

   Social                                       Employee
    Security No. __ __ __ - __ __ - __ __ __ __  I.D. No. ______________________
                                                          Manager   Mgr.Location

2. ELIGIBILITY. Any Employee whose customary employment is more than 20 hours
   per week and more than 5 months per calendar year and who does not hold
   (directly or indirectly) five percent (5%) or more of the combined voting
   power of the Company, a parent or a subsidiary, whether in stock or options
   to acquire stock is eligible to participate in the BofI Holding, Inc. 2004
   Employee Stock Purchase Plan (the "ESPP"); provided, however, that Employees
   who are subject to the rules or laws of a foreign jurisdiction that prohibit
   or make impractical the participation of such Employees in the ESPP are not
   eligible to participate.

3. DEFINITIONS. Each capitalized term in this Subscription Agreement shall have
   the meaning set forth in the ESPP.

4. SUBSCRIPTION. I hereby elect to participate in the ESPP and subscribe to
   purchase shares of the Company's Common Stock in accordance with this
   Subscription Agreement and the ESPP. I have received a complete copy of the
   ESPP and a prospectus describing the ESPP and understand that my
   participation in the ESPP is in all respects subject to the terms of the
   ESPP. The effectiveness of this Subscription Agreement is dependent on my
   eligibility to participate in the ESPP.

5. PAYROLL DEDUCTION AUTHORIZATION. I hereby authorize payroll deductions from
   my Compensation during the Offer Period in the percentage specified below
   (payroll reductions may not exceed 15% of Compensation nor the limitation
   under Section 423(b)(8) of the Code and the regulations thereunder):

<TABLE>
<S>                                     <C>  <C>     <C>     <C>     <C>     <C>     <C>
Percentage to be Deducted (circle one)  1%    2%      3%      4%      5%      6%      7%
                                 8%     9%   10%     11%     12%     13%     14%     15%
</TABLE>

6. ESPP ACCOUNTS AND PURCHASE PRICE. I understand that all payroll deductions
   will be credited to my account under the ESPP. No additional payments may be
   made to my account. No interest will be credited on funds held in the account
   at any time including any refund of the account caused by withdrawal from the
   ESPP. All payroll deductions shall be accumulated for the purchase of Company
   Common Stock at the applicable Purchase Price determined in accordance with
   the ESPP.

7. WITHDRAWAL AND CHANGES IN PAYROLL DEDUCTION. I understand that I may
   discontinue my participation in the ESPP at any time prior to an Exercise
   Date as provided in Section 10 of the

                                       A-1

<PAGE>


    ESPP, but if I do not withdraw from the ESPP, any accumulated payroll
    deductions will be applied automatically to purchase Company Common Stock. I
    may increase or decrease the rate of my payroll deductions in whole
    percentage increments to not less than one percent (1%) on one occasion
    during any Purchase Period by completing and timely filing a Change of
    Status Notice. Any increase or decrease will be effective for the full
    payroll period occurring after five (5) business days from the Company's
    receipt of the Change of Status Notice.

8.  PERPETUAL SUBSCRIPTION. I understand that this Subscription Agreement shall
    remain in effect for successive Offer Periods until I withdraw from
    participation in the ESPP, or termination of the ESPP.

9.  TAXES. I have reviewed the ESPP prospectus discussion of the federal tax
    consequences of participation in the ESPP and consulted with tax consultants
    as I deemed advisable prior to my participation in the ESPP. I hereby agree
    to notify the Company in writing within thirty (30) days of any disposition
    (transfer or sale) of any shares purchased under the ESPP if such
    disposition occurs within two (2) years of the Enrollment Date (the first
    day of the Offer Period during which the shares were purchased) or within
    one (1) year of the Exercise Date (the date I purchased such shares), and I
    will make adequate provision to the Company for foreign, federal, state or
    other tax withholding obligations, if any, which arise upon the disposition
    of the shares. In addition, the Company may withhold from my Compensation
    any amount necessary to meet applicable tax withholding obligations incident
    to my participation in the ESPP, including any withholding necessary to make
    available to the Company any tax deductions or benefits contingent on such
    withholding.

10. ADMINISTRATION AND INTERPRETATION. Any question or dispute regarding the
    administration or interpretation of the Plan shall be submitted to the
    Administrator. The resolution of such question or dispute by the
    Administrator shall be final and binding on all persons.

11. DESIGNATION OF BENEFICIARY. In the event of my death, I hereby designate the
    following person or trust as my beneficiary to receive all payments and
    shares due to me under the ESPP:

                  [  ]  I am single  [  ]  I am married

   Beneficiary
    (please print) _______________________  Relationship to Beneficiary (if any)
                   (Last)   (First)   (MI)

   Street Address ________________________________ ____________________________

   City, State/Country, Zip ______________________

12. TERMINATION OF ESPP I understand that the Company has the right, exercisable
    in its sole discretion, to amend or terminate the ESPP at any time, and a
    termination may be effective as early as an Exercise Date, including the
    establishment of an alternative date for an Exercise Date within each
    outstanding Offer Period.

    Date: _________________     Employee Signature:_____________________________

                        ________________________________________________________
                        Spouse's signature (if beneficiary is other than spouse)

                                       A-2

<PAGE>

                                    EXHIBIT B

                            BofI Holding, Inc. 2004 Employee Stock Purchase Plan

                                                         CHANGE OF STATUS NOTICE

__________________________________________
Participant Name (Please Print)

__________________________________________
Social Security Number

================================================================================

      WITHDRAWAL FROM ESPP

      I hereby withdraw from the BofI Holding, Inc. 2004 Employee Stock Purchase
      Plan (the "ESPP") and agree that my option under the applicable Offer
      Period will be automatically terminated and all accumulated payroll
      deductions credited to my account will be refunded to me or applied to the
      purchase of Common Stock depending on the alternative indicated below. No
      further payroll deductions will be made for the purchase of shares in the
      applicable Offer Period and I shall be eligible to participate in a future
      Offer Period only by timely delivery to the Company of a new Subscription
      Agreement.

[ ]   WITHDRAWAL AND PURCHASE OF COMMON STOCK

      Payroll deductions will terminate, but your account balance will be
      applied to purchase Common Stock on the next Exercise Date. Any remaining
      balance will be refunded.

[ ]   WITHDRAWAL WITHOUT PURCHASE OF COMMON STOCK

      Entire account balance will be refunded to me and no Common Stock will be
      purchased on the next Exercise Date provided this notice is submitted to
      the Company ten (10) business days prior to the next Exercise Date.

================================================================================

[ ]   CHANGE IN PAYROLL DEDUCTION

      I hereby elect to change my rate of payroll deduction under the ESPP as
      follows (select one):

<TABLE>
<S>                                          <C>     <C>     <C>     <C>     <C>     <C>     <C>
Percentage to be Deducted (circle one)        1%      2%      3%      4%      5%      6%     7%
                              8%       9%    10%     11%     12%     13%     14%     15%
</TABLE>

      An increase or a decrease in payroll deduction will be effective for the
      first full payroll period commencing no fewer than five (5) business days
      following the Company's receipt of this notice, unless this change is
      processed more quickly.

================================================================================

                                       B-1

<PAGE>

================================================================================

[  ]  CHANGE OF BENEFICIARY           [  ] I am single         [  ]I am married

      This change of beneficiary shall terminate my previous beneficiary
      designation under the ESPP. In the event of my death, I hereby designate
      the following person or trust as my beneficiary to receive all payments
      and shares due to me under the ESPP:

Beneficiary
 (please print) __________________________  Relationship to Beneficiary (if any)
                 (Last)    (First)    (MI)

Street Address __________________________________________  _____________________

City, State/Country, Zip ________________________________

================================================================================

Date: _____________________     Employee Signature:_____________________________

                    ____________________________________________________________
                    Spouse's signature (if new beneficiary is other than spouse)

                                       B-2