EXHIBIT 10.6

SHAREHOLDERS
AGREEMENT

THIS
SHAREHOLDERS AGREEMENT (this "AGREEMENT") is made as of March 28, 2001, by and among SOFTBANK FINANCE CORPORATION ("SB FINANCE"), a Japanese corporation, InsWeb Corporation
("INSWEB"), a Delaware corporation, E-LOAN, Inc. ("E-LOAN"), a Delaware corporation, and Marsh & McLennan Risk Capital Holdings, Ltd. ("M&M"), a Delaware
corporation, (SB Finance, INSWEB, E-LOAN and M&M are collectively referred to as the "PARTIES," and each a "PARTY") to define their respective rights and obligations with respect to the
operation and management of a newly established Japanese corporation (the "COMPANY") and other terms and conditions in connection therewith.

W
I T N E S S E T H:

WHEREAS,
SB Finance is a leading provider of financing and information services relating to the execution of financial transactions on the internet in Japan and worldwide;

WHEREAS,
INSWEB is an electronics commerce company that serves consumers and the insurance industry by providing a comprehensive internet insurance marketplace in which, by accessing an
online site, consumers identify appropriate insurance providers and insurance companies can identify interested customers;

WHEREAS,
E-LOAN is an electronics commerce company serving consumers and the home loan industry through a comprehensive internet loan marketplace in which, by accessing an
online site, consumers can identify appropriate loan providers and lenders can identify interested consumers;

WHEREAS,
M&M is a holding company affiliated with Marsh Inc., an insurance broker;

WHEREAS,
SB Finance, INSWEB, M&M and Softbank Global Selection Fund-Softbank Bond & Private Equity Fund ("SBAM FUND") own shares in INSWEB Japan K.K. ("INSWEB JAPAN"),
a Japanese joint venture company, in a ratio of fifty-seven percent (57%), twenty-five percent (25%), fifteen percent (15%) and three percent (3%), respectively;

WHEREAS,
SB Finance and E-LOAN own shares in E-LOAN JAPAN Co., Ltd. ("E-LOAN JAPAN"), a Japanese joint venture company, in a ratio of sixty
percent (60%) and forty percent (40%), respectively;

WHEREAS,
SB Finance wholly owns GOODLOAN Co., Ltd. ("GOODLOAN"), a Japanese corporation;

WHEREAS,
the Parties desire to integrate the business of the Subsidiaries (as defined below) by incorporating the Company which will wholly own each Subsidiary and to make efforts to
list the Company as a publicly-traded company by March 2002 on the terms and conditions set forth herein;

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

ARTICLE I

DEFINITIONS

1.1  DEFINED
TERMS. As used herein the following terms shall have the following meanings:



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1.2  INTERPRETATION.
As used in this Agreement, the singular shall include the plural, the plural shall include singular and the use of the masculine, feminine or neuter
gender shall include all genders, as the context may require. The Exhibits to this Agreement shall be construed to be an integral part of this Agreement. The headings to Articles, Sections and
Subsections of this Agreement are to facilitate reference only, do not form a part of this Agreement and shall not in any way affect the interpretation hereof.

ARTICLE II

PURPOSES
OF THE COMPANY

2.1  PURPOSE
OF THE COMPANY. The Parties hereby associate with each other in order to establish and manage the Company, the purpose of which shall be to provide online
financial marketplaces and financial services related to lending and insurance through the Subsidiaries, and to make efforts to list the Company as a publicly-traded company by March 2002,
provided however, that the Parties give no assurances that such listing will occur. All operations of the Company shall be conducted in accordance with this Agreement and any other agreements entered
into in connection with this Agreement, and in compliance with applicable Japanese laws and regulations and the Company's AOI.

ARTICLE III

FORMATION

3.1  LEGAL
STRUCTURE, LOCATION AND NAME OF THE COMPANY. The Company shall be a joint-stock corporation (KABUSHIKI-KAISHA) incorporated through stock transfer
(KABUSHIKI-ITEN) (the "STOCK TRANSFER") pursuant to Article 364 of the Commercial Code effective as of March 28, 2001 or such other date as agreed upon by the Parties (the
"CLOSING DATE"). The Stock Transfer shall be made among the Subsidiaries, and the newly incorporated Company shall acquire and own all the Shares of the Subsidiaries by effect of the Stock Transfer.
The head office of the Company shall be located in Tokyo, Japan. The official name of the Company shall be FINANCE ALL KABUSHIKI KAISHA in Japanese and Finance All Corporation in English.

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3.2  INCORPORATION
PROCEDURE. Each Party shall take those steps as are necessary or desirable for the incorporation of the Company. The Parties understand that each
Subsidiary shall bear any costs and expenses for actions necessary or appropriate for the Subsidiary to implement the Stock Transfer (other than those which may be borne by the Company under the
Commercial Code). The Subsidiaries shall reimburse SB Finance for any costs and expenses paid by SB Finance on their behalf, provided that, where such costs and expenses are paid on behalf of two or
more Subsidiaries, such Subsidiaries shall bear such costs and expenses in proportion to their relative stock transfer ratio as set forth in Exhibit 4.2.

3.3  ARTICLES
OF INCORPORATION. At the incorporation of the Company, the Company's AOI shall be substantially in the form of EXHIBIT 3.3, attached hereto.

ARTICLE IV

CAPITAL
STRUCTURE

4.1  INITIAL
PAID-IN CAPITAL. Subject to requirements under the Commercial Code, the initial paid-in capital of the Company shall be one billion one
hundred twelve million Yen ((Y) 1,112,000,000).

4.2  ALLOCATION.
The initial Shares of the Company shall be voting shares of common stock with no par value, and issued to each Party and SBAM FUND in exchange for their
Shares of the Subsidiaries in accordance with the stock transfer ratio set forth in EXHIBIT 4.2, attached hereto.

ARTICLE V

CLOSING
CONDITIONS

5.1  CONDITIONS
PRECEDENT. Each Party's obligation to close the Stock Transfer shall be subject to the satisfaction of the following conditions:



ARTICLE VI

REPRESENTATIONS
AND WARRANTIES

6.1  REPRESENTATIONS
AND WARRANTIES. Each of the Parties represents and warrants to each of the other Parties as follows:



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ARTICLE VII

OPERATION
AND MANAGEMENT OF THE COMPANY

7.1  OPERATION
OF THE COMPANY. Each Party agrees to take all actions necessary to ensure that the Company shall be operated in accordance with the terms and conditions of
this Agreement, including, but not limited to, to vote all Shares of the Company held by it to effect the terms and conditions of this Agreement.

7.2  BOARD
OF DIRECTORS. The Company shall be managed by the Board in accordance with the terms and conditions of this Agreement and the applicable laws and regulations of
Japan. The Board shall be comprised of seven (7) directors, four (4) of whom shall be appointed by SB Finance, one (1) by INSWEB, one (1) by E-LOAN and one
(1) by M&M. The Parties shall undertake any and all necessary steps to effect the foregoing, including without limitation, holding a shareholders' meeting of the Company and amending the
Company's AOI, if necessary.

7.3  REMOVAL
AND REAPPOINTMENT OF DIRECTORS. Any director may be removed for cause in accordance with the Commercial Code. In addition, each Party having the right to appoint
a director pursuant to Section 7.2 shall also have the right, exercisable in its sole discretion, to remove such director at any time, effective upon delivery of written notice to the Company,
the director to be removed and the other Parties. In the event of a vacancy in the office of a director for any reason (including removal in accordance with the preceding sentence), the vacancy may be
filled by the Party that appointed the relevant director at such Party's sole discretion.

7.4  BOARD
MEETINGS. The President shall have the authority to convene Board meetings, including the authority to specify the time and place of such meetings. The Board shall
meet at least once every three (3) months. Written notice of all Board meetings shall be given to each director and statutory auditor not less than five (5) Business Days in advance of
each meeting; provided, however, that such notice may be waived or the period of such notice may be shortened for a particular Board meeting with the unanimous consent of the directors and statutory
auditors. Board meetings shall be conducted in Japanese (with English interpretation, at the Company's expense if requested by any Party). Proposals or reports brought before any Board meeting for
information or action (including, but not limited to, the Company's annual and semi-annual financial statements) shall be prepared in Japanese (with English translation, if requested by
any Party). The cost of attending Board meetings

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with respect to any director shall be borne by the Party appointing the director. Directors may participate by video conference system and the Company shall bear all such costs and expenses in
connection with such participation via video conference system.

7.5  BOARD
QUORUM AND RESOLUTIONS. A majority of the directors in offic shall constitute a quorum for any Board meeting. Adoption of any resolution of the Board shall require
the affirmative vote of a majority of the directors in office.

7.6  MANAGEMENT
OF THE COMPANY. Notwithstanding any other provision of this Agreement, in addition to approval by the Board, the prior approval of INSWEB and
E-LOAN (either in the form of written consent or voting by the director of the Company nominated respectively by INSWEB and E-LOAN) shall be required to cause or allow the
Company to take any actions set forth in EXHIBIT 7.6, attached hereto. Unless any notice of non-approval is given by INSWEB or E-LOAN to the Company within ten
(10) Business Days after its receipt of notice of the Company's intent to take any of such actions, it shall be deemed that INSWEB or E-LOAN, as the case may be, approved the
action. If the shareholding ratio of Shares of INSWEB becomes less than eight and 63/100 percent (8.63%), the requirement of the first sentence of this Section 7.6 shall not be
applicable with respect to INSWEB. If
the shareholding ratio of Shares of E-LOAN becomes less than seven and 20/100 percent (7.20%), the requirement of the first sentence of this Section 7.6 shall not be
applicable with respect to E-LOAN.

7.7  REPRESENTATIVE
DIRECTOR. The Company's day-to-day operations shall be managed by the President of the Company, who shall be a Representative
Director nominated by SB Finance from among the directors of the Company. SB Finance shall have the right, exercisable in its sole discretion, to remove and replace the President at any time,
effective upon the delivery of written notice to the Company, the President and the other Parties. In the event of a vacancy in the office of the President for any reason (including removal in
accordance with the preceding sentence), the vacancy shall be filled by SB Finance.

7.8  STATUTORY
AUDITORS. The Company shall have at least (3) statutory auditors (KANSA-YAKU), each of whom shall be appointed by SB Finance (one
(1) of whom shall serve on a full-time basis). A statutory auditor may be removed for cause in accordance with the Commercial Code. SB Finance shall also have the right, exercisable
in its sole discretion, to remove such statutory auditor at any time, effective upon delivery of written notice to the Company, the statutory auditor to be removed and the other Parties. In the event
of a vacancy in the office of a statutory auditor for any reason (including removal in accordance with the preceding sentence), the vacancy shall be filled by SB Finance.

7.9  SHAREHOLDERS'
MEETING. The Company shall have at least one shareholders' meeting each calendar year in accordance with the Commercial Code and the Company's AOI. A
notice of the convocation of each shareholders' meeting shall be dispatched to each shareholder of the Company at least fourteen (14) calendar days prior to the date of such meeting; provided,
however, that such notice may be waived or the period of such notice may be shortened for a particular shareholders' meeting with the unanimous written consent of the shareholders of the Company.
Shareholders' meetings shall take place in Tokyo, Japan at such time and place as is determined by the Board. Shareholders' meetings shall be conducted in Japanese (with English interpretation if
requested by any Party), and minutes of such meetings shall be prepared by the Company in Japanese.

7.10 ACCOUNTING.



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7.11   COMPLIANCE
WITH LAWS. The Parties shall cooperate to cause the Company to maintain its corporate existence and maintain all rights, licenses, approvals
and other permits necessary for its business in full force and effect and to comply with all provisions of applicable laws.

ARTICLE VIII

OPERATION
AND MANAGEMENT OF INSWEB JAPAN

8.1  BOARD
OF DIRECTORS. The Board of Directors of INSWEB JAPAN shall be comprised of five (5) directors, three (3) of whom shall be appointed by SB Finance,
one (1) of whom shall be appointed by INSWEB, and one (1) of whom shall be appointed by M&M. SB Finance, INSWEB and M&M shall undertake any and all necessary steps to effect the
foregoing, including without limitation, holding a shareholders' meeting of INSWEB JAPAN and amending INSWEB JAPAN's AOI, if necessary.

8.2  REMOVAL
AND REAPPOINTMENT OF DIRECTORS. Any director of INSWEB JAPAN may be removed for cause in accordance with the Commercial Code. In addition, SB Finance, INSWEB and
M&M respectively having the right to appoint a director pursuant to Section 8.1 shall also have the right, exercisable in its sole discretion, to remove such director at any time, effective
upon delivery of written notice to INSWEB JAPAN, the director to be removed and the other shareholders of INSWEB JAPAN. In the event of a vacancy in the office of a director of INSWEB JAPAN for any

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reason (including removal in accordance with the preceding sentence), the vacancy may be filled by the Party that appointed the relevant director at such Party's sole discretion.

8.3  BOARD
MEETINGS. The President of INSWEB JAPAN shall have the authority to convene Board meetings of INSWEB JAPAN, including the authority to specify the time and place
of such meetings. The Board of Directors of INSWEB JAPAN shall meet at least once every three (3) months. Written notice of all Board meetings shall be given to each director and statutory
auditor of INSWEB JAPAN not less than five (5) Business Days in advance of each meeting; provided, however, that such notice may be waived or the period of such notice may be shortened for a
particular Board meeting of INSWEB JAPAN with the unanimous consent of the directors and statutory auditors of INSWEB JAPAN. Board meetings of INSWEB JAPAN shall be conducted in English or Japanese
(with English interpretation if requested by SB Finance, INSWEB or M&M, at INSWEB JAPAN's expense), and minutes of such meetings shall be prepared by INSWEB JAPAN in Japanese and distributed to each
director without delay following each meeting. Proposal or reports brought before any Board meeting of INSWEB JAPAN for information or action (including, but not limited to, the INSWEB JAPAN's annual
and semi-annual financial statements) shall be prepared in Japanese (with English translation, if requested by any SB Finance, INSWEB or M&M). The cost of attending Board meetings of
INSWEB JAPAN with respect to any director shall be borne by the Party appointing the director. Directors may participate by video conference system and INSWEB JAPAN shall bear all such costs and
expenses in connection with such participation via video conference system.

8.4  BOARD
QUORUM AND RESOLUTIONS. A majority of the directors of INSWEB JAPAN in office shall constitute a quorum for any Board meeting of INSWEB JAPAN. Adoption of any
resolution of the Board of Directors of INSWEB JAPAN shall require the affirmative vote of a majority of the directors of INSWEB JAPAN in office.

8.5  MANAGEMENT
OF INSWEB JAPAN. Notwithstanding any other provision of this Agreement, in addition to approval by the Board of INSWEB JAPAN, (a) the prior approval of
INSWEB (either in the form of written consent or voting by the director of INSWEB JAPAN nominated by INSWEB) shall be required to cause or allow INSWEB JAPAN to take any actions set forth in EXHIBIT
8.5(A), attached hereto, and (b) the prior approval of M&M (either in the form of written consent or voting by the director of INSWEB JAPAN nominated by M&M shall be required to cause or allow
INSWEB JAPAN to take any actions set forth in EXHIBIT 8.5(B), attached hereto. Unless any notice of non-approval is given by INSWEB or M&M to INSWEB JAPAN within ten (10) Business
Days after its receipt of notice of INSWEB JAPAN's intent to take any of such actions, it shall be deemed that INSWEB or M&M, as the case may be, approved the action.

8.6  REPRESENTATIVE
DIRECTOR. INSWEB JAPAN's day-to-day operations shall be managed by the President of INSWEB JAPAN, who shall be a Representative
Director nominated by SB Finance from among the directors of INSWEB JAPAN. SB Finance shall have the right, exercisable in its sole discretion, to remove and replace the President at any time,
effective upon the delivery of written notice to INSWEB JAPAN, the President and the other shareholders of INSWEB JAPAN. In the event of a vacancy in the office of the President for any reason
(including removal in accordance with the preceding sentence), the vacancy shall be filled by SB Finance.

8.7  STATUTORY
AUDITORS. INSWEB JAPAN shall have at least three (3) statutory auditors (KANSA-YAKU), each of whom shall be appointed by SB Finance (one
(1) of whom shall serve on a full-time basis). A statutory auditor may be removed for cause in accordance with the Commercial Code. SB Finance shall also have the right, exercisable
in its sole discretion, to remove such statutory auditor at any time, effective upon delivery of written notice to INSWEB JAPAN, the statutory auditor to be removed and the other shareholders of
INSWEB JAPAN. In the event of a vacancy in the office of a statutory auditor for any reason (including removal in accordance with the preceding sentence), the vacancy shall be filled by SB Finance.

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8.8  ANNUAL
PLAN.



8.9  FINANCIAL
STATEMENTS AND ACCOUNTING RECORDS. Financial statements of INSWEB JAPAN, including, without limitation, a balance sheet, income statement, statement of cash
flows and statement of shareholders' equity, shall be submitted by INSWEB JAPAN to SB Finance, INSWEB and M&M, (a) within sixty (60) days after the end of the first six (6) months
of each fiscal year for such six (6) month period, and (b) within eighty (80) days after the end of each fiscal year for such year. Each of the annual financial statements shall
be audited and certified by an internationally recognized accounting firm (which shall act as an independent auditor under the Special Exceptions Law) retained by INSWEB JAPAN, selected by SB Finance
and approved by INSWEB, which approval shall not be unreasonably withheld. All financial statements shall be prepared in accordance with Japan GAAP and in reasonable detail, and shall contain such
financial data as SB Finance and INSWEB may deem necessary in order to keep them advised of the INSWEB JAPAN's financial status (although quarterly statements need not include footnotes and may be
subject to year-end adjustments).

8.10 RIGHT
OF INSPECTION. During the regular office hours of INSWEB JAPAN, and upon reasonable notice to INSWEB JAPAN, SB Finance, INSWEB and M&M shall have (a) full
access to all properties, books of account, and records of INSWEB JAPAN, and (b) the right to make copies from such books and records at its own expense. Any information obtained by SB Finance,
INSWEB and M&M through exercise of rights granted under this Section 8.10 shall, to the extent constituting Confidential Information, be subject to the confidentiality provisions set forth in
Article XII.

8.11 TRANSLATIONS.
INSWEB JAPAN shall prepare English translations of any minutes of any Board of Directors or shareholder meetings of INSWEB JAPAN initially prepared in
Japanese. Such translations shall be prepared by either of INSWEB JAPAN's own staff, or an outside translation service, at INSWEB JAPAN's election and expense. If there is any discrepancy between the
Japanese version of any minutes and the English translation thereof, the Japanese version shall control.

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ARTICLE IX

OPERATION
AND MANAGEMENT OF E-LOAN JAPAN

9.1  BOARD
OF DIRECTORS. The Board of Directors of E-LOAN JAPAN shall be comprised of six (6) directors, four (4) of whom shall be appointed by SB
Finance and two (2) of whom shall be appointed by E-LOAN. SB Finance and E-LOAN shall undertake any and all necessary steps to effect the foregoing, including without
limitation, holding a shareholders' meeting of E-LOAN JAPAN and amending E-LOAN JAPAN's AOI, if necessary.

9.2  REMOVAL
AND REAPPOINTMENT OF DIRECTORS. Any director of E-LOAN JAPAN may be removed for cause in accordance with the Commercial Code. In addition, SB Finance
and E-LOAN having the right to appoint a director pursuant to Section 9.1, respectively, shall also have the right, exercisable in its sole discretion, to remove such director at
any time, effective upon delivery of written notice to E-LOAN JAPAN, the director to be removed and the other shareholders of E-LOAN JAPAN. In the event of a vacancy in the
office of a director of E-LOAN JAPAN for any reason (including removal in accordance with the preceding sentence), the vacancy may be filled by the Party that appointed the relevant
director at such Party's sole discretion.

9.3  BOARD
MEETINGS. The President of E-LOAN JAPAN shall have the authority to convene Board meetings of E-LOAN JAPAN, including the authority to
specify the time and place of such meetings. The Board of Directors of E-LOAN JAPAN shall meet at least once every three (3) months. Written notice of all Board meetings shall be
given to each director and statutory auditor of E-LOAN JAPAN not less than five (5) Business Days in advance of each meeting; provided, however, that such notice may be waived or
the period of such notice may be shortened for a particular Board meeting of E-LOAN JAPAN with the unanimous consent of the directors and statutory auditors of E-LOAN JAPAN.
Board meetings of E-LOAN JAPAN shall be conducted in English or Japanese (with English interpretation if requested by SB Finance or E-LOAN, at E-LOAN JAPAN's
expense), and minutes of such meetings shall be prepared by E-LOAN JAPAN in Japanese and distributed to each director without delay following each meeting. Proposals or reports brought
before any Board meeting of E-LOAN JAPAN for information or action (including, but not limited to, the E-LOAN JAPAN's annual and semi-annual financial statements)
shall be prepared in Japanese (with English translation, if requested by SB Finance or E-LOAN). The cost of attending Board meetings of E-LOAN JAPAN with respect to any
director shall be borne by the party appointing the director. Directors may participate by
video conference system and E-LOAN JAPAN shall bear all such costs and expenses in connection with such participation via video conference system.

9.4  BOARD
QUORUM AND RESOLUTIONS. A majority of the directors of E-LOAN JAPAN in office shall constitute a quorum for any Board meeting of E-LOAN
JAPAN. Adoption of any resolution of the Board of Directors of E-LOAN JAPAN shall require the affirmative vote of a majority of the directors of E-LOAN JAPAN in office.

9.5  MANAGEMENT
OF E-LOAN JAPAN. Notwithstanding any other provision of this Agreement, in addition to approval by the Board of E-LOAN JAPAN, the
prior approval of E-LOAN (either in the form of written consent or voting by the director of E-LOAN JAPAN nominated by E-LOAN) shall be required to cause or allow
E-LOAN JAPAN to take any actions set forth in EXHIBIT 9.5, attached hereto. Unless any notice of non-approval is given by E-LOAN to E-LOAN JAPAN within
ten (10) Business Days after its receipt of notice of E-LOAN JAPAN's intent to take any of such actions, it shall be deemed that E-LOAN approved the action.

9.6  REPRESENTATIVE
DIRECTOR. E-LOAN JAPAN's day-to-day operations shall be managed by the President of E-LOAN JAPAN, who
shall be a Representative Director nominated by SB Finance from among the directors of E-LOAN JAPAN. SB Finance shall have the right, exercisable in its sole discretion, to remove and
replace the President at any time, effective upon the delivery of

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written notice to E-LOAN JAPAN, the President and the other shareholders of E-LOAN JAPAN. In the event of a vacancy in the office of a the President for any reason (including
removal in accordance with the preceding sentence), the vacancy shall be filled by SB Finance.

9.7  STATUTORY
AUDITORS. The Company shall have at least (3) statutory auditors (KANSA-YAKU), each of whom shall be appointed by SB Finance (one
(1) of whom shall serve on a full-time basis). A statutory auditor may be removed for cause in accordance with the Commercial Code. SB Finance shall also have the right, exercisable
in its sole discretion, to remove such statutory auditor at any time, effective upon delivery of written notice to E-LOAN JAPAN, the statutory auditor to be removed and the other
shareholders of E-LOAN JAPAN. In the event of a vacancy in the office of a statutory auditor for any reason (including removal in accordance with the preceding sentence), the vacancy shall
be filled by SB Finance.

9.8  ANNUAL
PLAN. The President of E-LOAN JAPAN shall prepare, and the Board of Directors of E-LOAN JAPAN shall approve, an Annual Plan of
E-LOAN JAPAN with respect to each fiscal year of E-LOAN JAPAN no later than sixty (60) days prior to the commencement of the fiscal year. The Board of Directors of
E-LOAN JAPAN shall cause E-LOAN JAPAN to conduct its operations in accordance with the Annual Plan of E-LOAN JAPAN, which shall set forth in reasonable detail
certain financial performance goals, including, without limitation, with respect to revenues, profits, return on net assets and return on equity for the period subject thereto.

9.9  FINANCIAL
STATEMENTS AND ACCOUNTING RECORDS. Financial statements of E-LOAN JAPAN, including, without limitation, a balance sheet, income statement,
statement of cash flows and statement of shareholders' equity, shall be submitted by E-LOAN JAPAN to SB Finance and E-LOAN, (a) within sixty (60) days after the
end of the first six (6) months of each fiscal year for such six (6) month period, and (b) within eighty (80) days after the end of each fiscal year for such year. Each of
the annual financial statements shall be audited and certified by an internationally recognized accounting firm (which shall act as an independent auditor under the Special Exceptions Law) retained by
E-LOAN JAPAN, selected by SB Finance and approved by E-LOAN, which approval shall not be unreasonably withheld. All financial statements shall be prepared in accordance with
Japan GAAP and in reasonable detail, and shall contain such financial data as SB Finance and E-LOAN may deem necessary in order to keep them advised of the E-LOAN JAPAN's
financial status (although quarterly statements need not include footnotes and may be subject to year-end adjustments).

9.10 RIGHT
OF INSPECTION. During the regular office hours of E-LOAN JAPAN, and upon reasonable notice to E-LOAN JAPAN, SB Finance and
E-LOAN shall have (a) full access to all properties, books of account, and records of E-LOAN JAPAN, and (b) the right to make copies from such books and records
at its own expense. Any information obtained by SB Finance and E-LOAN through exercise of rights granted under this Section 9.10 shall, to the extent constituting Confidential
Information, be subject to the confidentiality provisions set forth in Article XII.

9.11 TRANSLATIONS.
E-LOAN JAPAN shall prepare English translations of any minutes of any Board of Directors or shareholder meetings of E-LOAN JAPAN
initially prepared in Japanese. Such translations shall be prepared by either of E-LOAN JAPAN's own staff, or an outside translation service, at of E-LOAN JAPAN's election and
expense. If there is any discrepancy between the Japanese version of any minutes and the English translation thereof, the Japanese version shall control.

ARTICLE X

PRE-EMPTIVE
RIGHTS; ANTI-DILUTION

10.1 ANTI-DILUTION.
Subject to a Board resolution required under the Commercial Code, if the Company determines to increase its share capital by the issue of
additional Shares, other than in accordance with any incentive stock option plan as contemplated in Section 10.2, each Party shall have

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the right to subscribe for such additional Shares on a pro rata basis in accordance with their respective shareholding ratio in the Company at the relevant time. If any Party fails to exercise its
right to subscribe for additional Shares, the other Parties shall have the right, but not the obligation, to subscribe for the unsubscribed Shares in accordance with their respective shareholding
ratio.

10.2 INCENTIVE
STOCK OPTION PLAN. The Parties agree that an incentive stock option plan providing for reasonable grants of incentive stock options to the employees and/or
directors of the Company or any of the Subsidiaries would be beneficial to the Company, and agree to cooperate in good faith with a view towards establishing such a plan within twelve
(12) months after the Closing Date on terms mutually agreed by the Parties. The Securities of the Company allocated to an incentive stock option plan shall not, initially, represent more than a
ten percent (10%) Company Interest. Any Securities allocated to an incentive stock option plan shall be newly issued and, accordingly, shall dilute the Parties' respective Company Interests on a pro
rata basis.

10.3 NO
OTHER ISSUE OF NEW SECURITIES. Except for an issuance of new Securities in accordance with Sections 10.1 and 10.2, the Company shall not, without each Party's prior
written consent, issue any Securities, purchase any Securities or take any other actions which may affect the Shares of the Company held by any Party. The issuance price or purchase price for such
Securities shall be subject to the approval of the Parties.

10.4 EXERCISE
OF VOTING RIGHTS. The Parties shall cause the Company to comply with the Company's AOI, this Agreement and the laws of Japan, and shall each exercise its
voting rights associated with the Shares of the Company owned by it in a manner to achieve the intent of the Parties expressed in this Agreement.

ARTICLE XI

TRANSFERS
OF SHARES

11.1 PROHIBITION
AGAINST THE TRANSFER OF SHARES. Except for the transfer of Shares to be conducted in accordance with Section 11.2 below, no Party may transfer,
create any liens (including pledges) on or otherwise dispose of any of its Shares of the Company without the prior written consent of the other Parties.

11.2 TRANSFER
TO AN AFFILIATE OF A PARTY. Any Party may transfer any or all of its Shares of the Company to its Affiliates ("PERMITTED TRANSFEREE") after giving prior
written notice to the other Parties; provided, however, that the Party shall cause such Permitted Transferee to enter into an agreement to act in accordance with the terms and conditions of this
Agreement as if the Permitted Transferee were a Party. No transfer of the Shares of the Company by a Party under this Section 11.2 shall affect such Party's rights and obligations under this
Agreement in any manner.

11.3 BOARD
APPROVAL. If a transfer of Shares of the Company is to be made in accordance with Section 11.2 above, the Parties shall cause the Board to approve such
transfer.

ARTICLE XII

CONFIDENTIALITY

12.1 CONFIDENTIALITY.
Each Party shall keep confidential and not disclose or use in any manner, any Confidential Information, except for: (i) disclosures to its
agents, employees, representatives, consultants or advisors or to employees or representatives of any of its Affiliates, having a need to know for the purposes of evaluating and monitoring the Party's
investment in the Company and/or performing its rights or obligations allowed or required under this Agreement and only on a confidential basis that is not less restrictive than the obligations
hereunder, (ii) disclosures

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required by applicable law or judicial process, including without limitation, laws or rules of the stock exchange applicable to a Party; or (iii) disclosure and use in connection with the
performance or enforcement of any agreement (including this Agreement) between the Parties or between a Party and the Company.

12.2 PUBLIC
DISCLOSURE. No Party shall make or cause to be made any public announcement or release concerning this Agreement or the transactions contemplated hereby without
the prior written approval of the other Parties. The preceding sentence shall not apply to the announcement and press release with respect to the incorporation of the Company and the execution of this
Agreement.

12.3 SURVIVAL.
The provisions of Sections 12.1 and 12.2 above shall survive for three (3) years after any expiration or termination of this Agreement.

ARTICLE XIII

TERMINATION
OF AGREEMENT

13.1 TERM.
The effectiveness of this Agreement shall commence on the date first above stated and continue until terminated in accordance with this Article XIII.

13.2 AUTOMATIC
TERMINATION. This Agreement shall automatically terminate upon the liquidation of the Company or in the event the Company becomes a publicly-held
corporation.

13.3 EFFECT
OF AUTOMATIC TERMINATION. If this Agreement shall terminate pursuant to Section 13.2, such termination shall be without cost or liability to any Party
other than cost or liability arising out of breach of any covenant or agreement contained in this Agreement.

13.4 TERMINATION
FOR CAUSE. Except as specifically provided in subsections (vii), (viii) and (ix) hereof, if any one of the following events occurs with
respect to a Party (the "BREACHING PARTY"), the other Parties (the "NON-BREACHING PARTIES") may terminate this Agreement between the Breaching Party upon written notice to the Breaching
Party (the "TERMINATION NOTICE"):



13

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13.5 EFFECT
OF TERMINATION FOR CAUSE. The Non-Breaching Parties shall have the right to purchase all of the Shares of the Company owned by the Breaching Party in
accordance with their respective shareholding ratio in the Company at fair market value at the time of termination. Fair market value shall be determined by the Parties or, in the event the Parties
cannot agree, by an independent, internationally recognized accounting firm mutually agreed to by the Non-Breaching Parties.

13.6 SURVIVAL
OF REMEDIES. The termination of this Agreement pursuant to this Article XIII shall not in any way operate to impair or destroy any of the rights or
remedies of the Non-Breaching Party, or to relieve the Breaching Party of its obligations to comply with any of the provisions of this Agreement, which shall have accrued prior to the date
of termination.

ARTICLE XIV

INDEMNIFICATION

14.1 INDEMNIFICATION.
Each Party agrees to indemnify and hold harmless each of the other Parties and their respective Affiliates from and against all losses, liabilities,
damages, deficiencies, costs or expenses (including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements) based upon, arising out of, or in connection with, the
breach of any representation and warranty, or the nonperformance, partial or total, of any covenant or agreement of such Party contained in, or made pursuant to, this Agreement.

ARTICLE XV

TERMINATION
OF PREVIOUS JOINT VENTURE AGREEMENT

15.1 TERMINATION
OF PREVIOUS JOINT VENTURE AGREEMENT. The InsWeb Japan Joint Venture Agreement and the E-LOAN Japan Joint Venture Agreement shall terminate as of
the effective date of this Agreement; provided, however, that termination of those agreements shall not release any party thereto from any liability or obligation which has accrued as of the date of
the termination, nor shall such termination affect the survival of any provision thereof which is expressly stated therein to survive the termination thereof (except for Section 5.4
(Noncompetition) of each of the InsWeb Japan Joint Venture Agreement and the E-LOAN Japan Joint Venture Agreement, respectively, which shall terminate as of the effective date of this
Agreement). For the avoidance of doubt, any license and services agreements entered into in connection with such joint venture agreements, to which any Subsidiary is a party, including without
limitation the E-LOAN License Agreement, the InsWeb License Agreement and the J&H Consulting Services Agreement, shall survive the effective date of the Stock Transfer subject to minimal
changes thereto, if necessary; provided that "the Joint Venture" in the second line of Article 3 of the InsWeb License Agreement and "the Licensee" in the fifth line of Section 4.1 of
the E-LOAN License Agreement shall mean "the Company" as defined herein.

ARTICLE XVI

GENERAL
PROVISIONS

16.1 NOTICES.
Any notice or other communication required or permitted to be given hereunder shall be in the English language and in writing and shall be delivered
personally, transmitted by

14

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facsimile (in each case followed by confirmation delivered by registered and express mail) or sent by registered and express mail, postage prepaid, and shall be deemed given when so delivered
personally, or if transmitted by facsimile, one (1) day after the date of such facsimile, or if mailed, five (5) days after the date of mailing, to the Parties at the following addresses
(or to such other party and/or such other address as shall be specified by like notice from the Party to which notice or other communication shall be given originally, provided, however, that such
notice of a change of party and/or address shall be effective only upon receipt thereof):



16.2 ENTIRE
AGREEMENT; AMENDMENT. This Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subjects hereof. No waiver,
alteration or amendment of any of the provisions hereof shall be binding on a Party unless in writing and signed by a duly authorized representative of such Party.

16.3 DELAYS
OR OMISSIONS. No delay or omission to exercise any right, power or remedy accruing to a Party, upon any breach or default of the other Party under this
Agreement, shall impair any such right, power or remedy of such Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence thereto, or a waiver of or an
acquiescence to any similar breach or default thereafter occurring. No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or

15

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approval of any kind or character on the part of any Party under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, shall be in writing and
shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not
alternative.

16.4 EXPENSES.
Each Party shall bear its own expenses incurred on its behalf with respect to the transactions contemplated hereby.

16.5 COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the Parties actually executing such counterparts,
and all of which together shall constitute one instrument.

16.6 SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any
Party.

16.7 NO
RIGHT OF ASSIGNMENT. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and assigns. No Party may
assign or delegate this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Parties, unless to an Affiliate of such transferring Party;
provided, that, such assignment shall not affect such Party's rights and obligations under this Agreement in any manner. Nothing herein is intended to confer on any person other than the Parties or
their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

16.8 DISCLAIMER
OF PARTNERSHIP OR AGENCY. Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership among the Parties nor
shall this
Agreement constitute a Party as the legal representative or agent of another Party, nor shall a Party have the right or authority to assume, create, or incur any commitment, liability or obligation of
any kind, express or implied, against or in the name of or on behalf of another Party.

16.9 LANGUAGE.
This Agreement (other than Exhibit 3.3) is made in the English language, which shall control in the event of any conflict with translations of this
Agreement.

16.10
GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of Japan.

16.11
ARBITRATION. All disputes, controversies or differences which may arise among the Parties out of or in relation of or in connection with this Agreement shall first be
settled among the Parties amicably through good faith discussions upon the written request of any Party. In the event that any such dispute cannot be resolved thereby within a sixty (60) days
after such written request, such dispute shall be finally settled by binding arbitration. The arbitration shall be conducted in Tokyo, Japan, in accordance with the commercial arbitration rules of the
Japan Commercial Arbitration Association ("JCAA"). The tribunal shall consist of three (3) arbitrators who shall apply the laws of Japan. The claimants and defendants, each as a group, shall be
entitled to designate one arbitrator. The third arbitrator shall be selected by other two (2) arbitrators from lists of candidates determined to have an expertise in the financing and
information services relating to financial transactions on the internet in Japan and worldwide, submitted by each of the Parties; provided, however, that if the arbitrators cannot agree on a third
arbitrator within sixty (60) days, the third arbitrator shall be designated in accordance with the rules of the JCAA. The arbitration shall be conducted in English. The arbitrators shall have
the authority to grant specific performance, and to allocate among the Parties the costs of arbitration in such equitable manner as the arbitrators shall determine. The prevailing Party(ies) in the
arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgement upon the award so rendered may be entered in any court having jurisdiction
or application may be made to such court for judicial acceptance of any

16

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award and an order of enforcement, as the case may be. Notwithstanding the foregoing, any Party shall have the right to institute a legal action in a court of proper jurisdiction for injunctive
relief and/or a decree for specific performance pending final settlement by arbitration.

16.12
FORCE MAJEURE. Except for the failure to make payments when due, no Party shall be liable to another Party by reason of any failure in performance of this Agreement
if the failure arises out of the unavailability of communications facilities or energy sources, acts of God, acts of another Party, acts of governmental authority, fires, strikes, riots or war, or any
cause beyond the reasonable control of such Party. If any such event delays performance, the time allowed for such performance shall be appropriately extended.

17

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IN
WITNESS WHEREOF, the Parties have hereunto executed this Agreement on the day and year first above written.

SOFTBANK
FINANCEINSWEB CORPORATION
CORPORATION

|By:                                         |  | /S/ YOSHITAKA KITAO                                          |  | By:    |  | /S/ HUSSEIN A. ENAN                
|------------------------------------------- |  | ------------------------------------------------------------ |  | ------ |  | -----------------------------------
|Name:                                       |  | Yoshitaka Kitao                                              |  | Name:  |  | Hussein A. Enan                    
|Title:                                      |  | Representative Director & President                          |  | Title: |  | Chief Executive Officer            
|E-LOAN, INC.                                |  | MARSH & MCLENNAN RISK
CAPITAL HOLDINGS, LTD.                
|By:                                         |  | /S/ CHRISTIAN A. LARSEN                                      |  | By:    |  | /S/ SANDRA S. WIJNBERG             
|Name:                                       |  | Chris Larsen                                                 |  | Name:  |  | Sandra S. Wijnberg                 
|Title:                                      |  | CEO                                                          |  | Title: |  | illegible                          
|ACKNOWLEDGED AND AGREED:
K.K.               |  | ACKNOWLEDGED AND AGREED: INSWEB JAPAN
E-LOAN JAPAN CO., LTD.
|By:                                         |  | /S/ HIROKI OKIMOTO                                           |  | By:    |  | /S/ MASAHITO ITO                   
|Name:                                       |  | Hiroki Okimoto                                               |  | Name:  |  | Masahito Ito                       
|Title:                                      |  | Representative Director & President                          |  | Title: |  | Representative Director & President
|ACKNOWLEDGED AND AGREED:
GOODLOAN CO., LTD. |  |                                                              |  |       
|By:                                         |  | /S/ MASAHITO ITO                                             |  |        |  |                                    
|Name:                                       |  | Masahito Ito                                                 |  |        |  |                                    
|Title:                                      |  | Representative Director & President                          |  |        |  |                                    

18

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EXHIBIT 3.3

ARTICLES OF INCORPORATION OF THE COMPANY

Exhibit 3.3

---

[Translation]

ARTICLES OF INCORPORATION

OF

FINANCE
ALL CORPORATION

Incorporated
on March 28, 2001 Provision of Article 1 was amended on March 28, 2001.

2

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[Translation]

ARTICLES OF INCORPORATION

OF

FINANCE
ALL CORPORATION

CHAPTER I. GENERAL PROVISIONS

Article 1.    (Corporate
Name)



Article 2.    (Business
Purposes)



3

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Article 3.    (Location
of Head Office)



Article 4.    (Method
for Public Notices)



CHAPTER II. SHARES

Article 5.    (Total
Number of Shares Authorized to be Issued)



Article 6.    (Amount
of Each Par Value Shares)



Article 7.    (Right
of Fractional Shareholders)



4

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Article 8.    (Non-issuance
of Certificate of Fractional Shares)



Article 9.    (Restriction
on Transfer of Shares)



Article 10.    (Share
Handling Regulation)



Article 11.    (Specific
Record Date)



CHAPTER III. GENERAL MEETING OF SHAREHOLDERS

Article 12.    (Convocation)



Article 13.    (Chairperson
of Meeting)



Article 14.    (Method
of Resolution)



Article 15.    (Voting
by Proxy)

5

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Article 16.    (Minutes
of General Meeting)



IV. DIRECTORS AND THE BOARD OF DIRECTORS

Article 17.    (Number
of Directors)



Article 18.    (Method
of Election)



Article 19.    (Term
of Office)



Article 20.    (Directors
with Specific Titles)



Article 21.    (Representative
Director)



Article 22.    (Convocation
of Meetings of the Board of Directors and Chairperson)



6

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Article 23.    (Method
of Resolution)



Article 24.    (Minutes
of Meetings)



Article 25.    (Regulation
of the Board of Directors)



Article 26.    (Remuneration
and Retirement Allowances of Directors)



V. STATUTORY AUDITORS
AND THE BOARD OF STATUTORY AUDITORS

Article 27.  (Number
of Statutory Auditors)



Article 28.    (Method
of Election)



Article 29.    (Term
of Office)



Article 30.    (Full-time
Statutory Auditors)



Article 31.    (Convocation
of Meetings of Board of Statutory Auditors)



Article 32.    (Resolutions
of Meetings of Board of Statutory Auditors)

7

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Article 33.    (Minutes
of Meetings of Board of Statutory Auditors)



Article 34.    (Regulation
of the Board of Statutory Auditors)



Article 35.    (Remuneration
and Retirement Allowances of Statutory Auditors)



VI. ACCOUNTS

Article 36.    (Business
Year)



Article 37.    (Dividends)



Article 38.    (Interim
Dividends)



Article 39.    (Expiration
of Right to Receive Dividends)



Article 40.    (Conversion
Time of Convertible Bonds and Dividends)



VII. SUPPLEMENTARY PROVISIONS

Article 41.    (The
Number of Shares to be Issued at Incorporation)

8

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Article 42.    (First
Business Year)



Article 43.    (Term
of Office of First Directors and Statutory Auditors)



9

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EXHIBIT 4.2

STOCK TRANSFER RATIO

SUBSIDIARY

NUMBER OF SUBSIDIARY SHARE

NUMBER OF COMPANY SHARE
TO BE ALLOCATEDINSWEB JAPAN

1

0.8E-LOAN JAPAN

1

0.8GOODLOAN

1

0.24


Exhibit 4.2.

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Exhibit 7.6

ACTIONS OF THE COMPANY REQUIRING APPROVAL OF INSWEB AND E-LOAN

Exhibit 7.6.

---

EXHIBIT 8.5(A)

ACTIONS OF INSWEB JAPAN REQUIRING APPROVAL OF INSWEB

FOR
SO LONG AS INSWEB HOLDS AN 11.51% OR GREATER COMPANY INTEREST:

FOR
SO LONG AS INSWEB HOLDS AN 8.63% OR GREATER COMPANY INTEREST:

Any
of the actions described under Items (1) and (3).

FOR
SO LONG AS INSWEB OWNS ANY SHARES OF THE COMPANY:

Exhibit 8.5(a)-1.

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INSWEB
JAPAN; and

Exhibit 8.5(a)-2.

---

EXHIBIT 8.5(B)

ACTIONS OF INSWEB JAPAN REQUIRING APPROVAL OF M&M

FOR
SO LONG AS M&M HOLDS AN 8.63% OR GREATER COMPANY INTEREST:

Exhibit 8.5(b).

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EXHIBIT 9.5

ACTIONS OF E-LOAN JAPAN REQUIRING APPROVAL OF E-LOAN

FOR
SO LONG AS E-LOAN HOLDS A 7.20% OR GREATER COMPANY INTEREST:

FOR
SO LONG AS E-LOAN OWNS ANY SHARES OF THE COMPANY:

Exhibit 9.5.

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