SECURITIES




 

 

 

SECURITIES PURCHASE AGREEMENT

dated as of

April 25, 2000

between

E-LOAN, INC.

and

CERTAIN PURCHASERS



 

 

SECURITIES PURCHASE AGREEMENT



THIS SECURITIES PURCHASE AGREEMENT, dated as of April 25,
2000, by and among E-LOAN, INC., a Delaware corporation (the "Company"), and the
parties referred to as "Purchasers" on the signature page(s) o



R E C I TA L S:



WHEREAS, the Company has
authorized the issuance and sale of certain shares of its common stock in
exchange for certain consideration; and

WHEREAS, the Purchasers desire to purchase and the Company
desires to sell common stock on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and
agreements, the Company and the Purchasers hereby agree as follows:





	



Purchase and Sale of the
Shares




	 Purchase
and Sale of the Shares.  Subject to the terms and conditions set forth in
this Agreement and in reliance upon the Company's and the Purchasers' respective
representations set forth herein, on the Closing Date the Company shall sell to
the Purchasers, and the Purchasers, severally but not jointly, shall purchase
from the Company that number of shares (the "Shares"), of the Company's $0.001
par value common stock ("Common Stock"), as is set forth opposite such
Purchaser's name on Schedule 1.01 attached to this Agreement (except that
Technology Partners Fund VI, L.P. ("TPF") is only required to acquire
1,066,666 Shares if appropriate internal approval is not obtained by it to
acquire additional Shares) at a price per Share of $3.75 (the "Purchase Price").
The sale and purchase shall be effected on the Closing Date by the Company
delivering to each Purchaser a duly executed stock certificate in the name of
each Purchaser evidencing the Shares to be purchased against delivery by
Purchaser to the Company of cash by wire transfer of immediately available funds
in the amount of the aggregate Purchase Price for such Purchaser as set forth
opposite its name as set forth on Schedule 1.01, to such account as may be
specified by the Company.  Each Purchaser shall be obligated hereunder only with
respect to the number of Shares for which it has subscribed (as set forth in
Schedule 1.01 as provided above).  To the extent of any
stock splits, stock dividends, combinations and other recapitalizations of the
Company's capital shares, the Purchase Price and the number of Shares set forth
on Schedule 1.01 shall be appropriately adjusted.


	 The
Closing.  The closing of the sale and purchase of the Shares hereunder (the
"Closing") shall take place at the offices of the Company or such other location
as the Purchasers acquiring a majority of the Shares hereunder ("Majority
Purchasers") and the Company shall agree, on June 30, 2000 or such other
date as the Majority Purchasers and the Company shall agree (the "Closing
Date").
	 Shares Purchaser.  Each Purchaser may, by notice in writing to the
Company, assign its rights to purchase all or a portion of the Shares that it
has subscribed to purchase hereunder to one or more Affiliates of such
Purchaser, provided that the representations and warranties set forth in Article
III are true with regard to each such assignee and each such assignee shall
agree to be bound by the terms of this Agreement.
Notwithstanding any other provision of this Agreement, FT Ventures may assign
its interests to acquire up to 666,666 shares of Common Stock (as appropriately
adjusted for stock splits, stock dividends, combinations, and other
recapitalizations of the Company's share capital) issuable pursuant to this
Agreement to another venture capital fund, provided that the representations and
warranties set forth in Article III are true with regard to each such assignee,
the Company has approved such assignment, which approval may not be unreasonably
withheld, and each such assignee shall agree to be bound by the terms of this
Agreement.  Notwithstanding any other provision of this Agreement, each of FT
Ventures, TPF and Benchmark may assign its interests to acquire any of the
shares of Common Stock issuable pursuant to this Agreement to any of its general
or limited partners, provided that the representations and warranties set forth
in Article III are true with regard to each such assignee and each such assignee
shall agree to be bound by the terms of this Agreement.




	

Representations and Warranties of the
Company

The Company represents and warrants to the Purchasers
that except as set forth on Schedule II hereto (which schedule shall note the
section of this Article II to which such exception refers and any such exception
shall apply only to the section so referenced): 




	 Organization; Good Standing.  The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to own and operate its properties and assets and to carry on its
business as it is presently being conducted and as proposed to be
conducted.


	 Capital
Stock.  The authorized capital stock of the Company consists of:  (i)
70,000,000 shares of Common Stock, par value $0.001 per share, of which, on
April 24, 2000, 42,037,828 shares were duly and validly issued, fully paid,
nonassessable and outstanding, 13,600,000 are reserved for issuance upon the
exercise of stock options granted or to be granted under the Company's stock
option plan and Employee Stock Purchase Plan, and 75,000 are reserved for
issuance upon the exercise of outstanding warrants or other options issued by
the Company, and (ii) 5,000,000 shares of Preferred Stock, par value $0.001 per
share, of which no shares are outstanding.  Except as set forth above, (i) there
are no shares of capital stock or other equity securities of the Company
outstanding and (ii) there are no outstanding warrants, options, agreements,
convertible or exchangeable securities or other commitments  pursuant to which
the Company is or may become obligated to issue, sell, purchase, return or
redeem any shares of capital stock or other securities of the Company, and there
are not any equity securities of the Company reserved for issuance for any
purpose. All issued and outstanding shares of the Company's
capital stock  have been duly authorized and validly issued, are fully paid
and nonassessable, and were issued in compliance with all applicable state and
federal laws concerning the issuance of securities.


	 Authority; Execution and Delivery; Enforceability.
This Agreement and that certain Registration Rights Agreement to be entered into
by and among the Company and the Purchasers on the Closing Date in substantially
the form of Exhibit A attached hereto (the "Rights Agreement")
(together, the "Transaction Documents") have been, or at the Closing,
in the case of the Rights Agreement, will have been, duly executed and delivered
by the Company and each constitutes or, in the case of the Rights Agreement,
will constitute at the Closing the valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.  The Board of
Directors of the Company has duly authorized the execution, delivery, and
performance of the Transaction Documents.  No other corporate action is
necessary to authorize the execution or delivery of the Shares, or the
performance by the Company of its obligations hereunder and
thereunder.


	 Common
Stock.    The Shares have been duly authorized and, upon issuance in
accordance with this Agreement, will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company issued free and clear of any
Lien, and no  Person has or will have any preemptive rights to subscribe for
such Shares.



	Assuming that the representations and warranties of the
Purchasers set forth in Article III are true and correct and that any
certificates evidencing the Shares shall contain a legend substantially similar
to that set forth in Section 3.03, the issuance of the Shares is exempt from the
registration and prospectus delivery requirements of the Act as currently in
effect, and have been or will be registered or qualified (or exempt from
registration and qualification) under the registration, permit or qualification
requirements of all applicable state securities laws as currently in
effect.


	 No
Consent.  Neither the nature of the business which the Company currently
conducts or proposes to conduct, nor any relationship between the Company and
any other Person, nor any circumstance in connection with the creation,
authorization, issuance, offer or sale of the Shares, nor the execution,
delivery and performance of any of the Transaction Documents, is such as to
require a consent, approval or authorization of, or filing, registration or
qualification with, any Governmental Authority on the part of the Company or the
vote, consent or approval in any manner of any lender to the Company or the
holders of any security of the Company as a condition to the execution, delivery
and performance of the Transaction Documents.  In addition to the foregoing,
there are no consents or waivers, other than those which have been obtained,
which the Company must obtain so as to be able to fulfill its obligations and to
provide each of the Purchasers with all its rights under the Transaction
Documents.


	 Authorization To Do Business.  The Company has filed
all documents necessary to qualify it to do business as a foreign corporation,
and the Company is in good standing under the laws of each jurisdiction in which
the conduct of the Company's business or the nature of the property owned by the
Company requires such qualification.


	 Control.  The Company does not own or control, and
is not owned or controlled by, directly or indirectly, any corporation,
partnership, business trust, association or other business entity other than E-
Loan International, Inc., a British Virgin Islands
corporation, which is a wholly owned subsidiary of the
Company, and E-Loan Japan K.K., nor does the Company hold or own, directly or
indirectly, any equity investment or interest in any other Person.


	 Property.  The Company owns or leases all of the
property and assets necessary for its business as currently conducted and as
proposed to be conducted and no such leases may be terminated without the
Company's consent where termination of any of such leases, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect. The Company owns its property and assets free and clear of all Liens,
except those that arise in the ordinary course of business and do not materially
impair the Company's ownership or use of such property or assets.  With respect
to the property and assets which the Company leases, the Company is in
compliance with such leases and holds a valid and marketable leasehold interest
free of any Liens or claims which, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.  All such leases
are enforceable in accordance with their terms and the Company has not received
any notice of any default thereunder.


	 Intellectual Property.  The Company owns or
possesses sufficient legal rights to all trademarks, service marks, trade names,
business names, brand names, logos, domain names, patents, copyrights, copyright
registrations, designs, design registrations, trade secrets, licenses, and
information and proprietary rights and processes (collectively,
"Intellectual Property") for its business as now conducted and as
proposed to be conducted.  The conduct of the business of the
Company as presently conducted and as proposed to be conducted does not violate,
conflict with, misappropriate or infringe the Intellectual Propety of any other
Person.  No claims are pending or, to the knowledge of the Company, threatened,
against the Company by any Person with respect to the ownership, validity,
enforceability, effectiveness or use in the business of the Company of any
Intellectual Property. The Company is not aware of any Person which is
infringing, misappropriating or violating any of its Intellectual
Property.


	 Litigation.  There are no actions, suits,
proceedings or investigations pending or, to the best of the Company's knowledge
and belief, any basis therefor or threat thereof, against or affecting the
Company which question the validity of any Transaction Document or the right of
the Company to enter into or execute any of such agreements or documents, or to
consummate the transactions contemplated thereby, or, which could reasonably be
expected to result, either individually or in the aggregate, in a Material
Adverse Effect.  The foregoing includes, without limitation, actions pending or
threatened (or any substantive basis therefor known to the Company) involving
the prior employment of any of the Company's employees, use in connection with
the Company's business of any information or techniques allegedly proprietary to
any former employers of the Company's employees, or obligations of the Company's
employees under any agreements with their prior employers.  The Company is not a
party or subject to the provisions of any order, writ, injunction, judgment or
decree of any court or Governmental Authority.  There is no action, suit,
proceeding or investigation by the Company currently pending or which the
Company intends to initiate.


	 Regulatory; No Violation; No Conflicts.    The
Company has in all material respects duly complied with, and is presently in due
compliance with, and is not in default in any material respect under any
applicable law, ordinance, code, rule, statute, regulation, judgment, decree,
writ, ruling, injunction, order or any other requirement of any Governmental
Authority relating in any way or applicable in any manner to the Company, its
properties or business (collectively, "Legal Requirements"), including, without
limitation, all Legal Requirements relating to, in the United States, the
Federal Trade Commission Act, and all regulations issued thereunder, and there
is no pending claim by the Federal Trade Commission or any other Governmental
Authority, whether national, state or local, in the United States or elsewhere,
that the Company is not in such compliance or is in such breach.  The Company
holds, and is in compliance with, all franchises, licenses, permits, waivers,
registrations, certificates, consents, approvals or authorizations required by
any applicable Legal Requirement (collectively, "Permits") and has not received
any notice asserting any noncompliance with, or breach or violation of, any
Legal Requirement or Permit.  The Company possesses all Permits required for the
conduct of its business as now being operated, and has no reason to believe that
it will be unable to obtain any Permits which are required for the future
conduct of such business.



	The Company is not in violation or default of any
provisions of its Certificate of Incorporation or By-Laws.


	The execution, delivery and performance of the
Transaction Documents will not result in any violation of, be in conflict with,
give rise to a right of termination, cancellation or acceleration of any
obligation or to loss of a material benefit under, or constitute a default
under, with or without the passage of time or the giving of notice:  (i) any
Legal Requirement or Permit; (ii) any Contract, obligation or commitment to
which the Company is a party or by which it is bound; or (iii) the terms and
conditions of the Certificate of Incorporation or By-Laws.


	The execution, delivery and performance of the
Transaction Documents will not result in the creation or imposition of any Lien
on any asset of the Company.


	 Material
Contracts.  The Company has filed all material agreements as exhibits to
filings with the Securities and Exchange Commission ("SEC") under the Securities
Act of 1933, as amended (the "Act"), and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are required to be filed as exhibits under
the rules and regulations of the SEC.  All such agreements filed as exhibits,
together with any other agreements which would be required to be filed pursuant
to any future filing of a Quarterly Report on Form 10-Q by the Company, are
referred to as "Contracts".  Each of the Contracts is valid, binding and in full
force and effect and is enforceable by the Company in accordance with its terms.
The Company has performed all material obligations required to be performed by
it to date under each of the Contracts and is not (with or without the lapse of
time or the giving of notice or both) in breach or default in any material
respect thereunder and, to the knowledge of the Company, no other party to any
of the Contracts is (with or without the lapse of time or the giving of notice
or both) in breach or default in any material respect
thereunder.  The Company has avoided every condition, and
has not performed any act, the occurrence of which would result in the Company's
loss of any right granted under any Contract.


	 Financial Information.  The most recent audited
financial statements of the Company included within reports filed by the Company
with the SEC prior to the date hereof (the "Financial Statements") are complete
and correct in all material respects and have been prepared in accordance with
GAAP applied on a consistent basis with each other and with the financial
statements of all previous fiscal periods (subject only, in the case of
unaudited statements, to normal, recurring audit adjustments).  The Company
maintains and will continue to maintain a standard system of accounting
established in accordance with GAAP.  As of the date of the Financial
Statements, the Company had incurred no Indebtedness other than that disclosed
on the Financial Statements.  Since the date of those Financial Statements, the
Company has not:



	incurred any Indebtedness, except current liabilities
incurred in the ordinary course of business, none of which (individually or in
the aggregate) could reasonably be expected to result in a Material Adverse
Effect;


	discharged or satisfied any Liens other than those
securing, or paid any obligation or liability other than, current liabilities
shown on the Financial Statements and current liabilities incurred since the
most recent date thereof, in each case in the usual and ordinary course of
business;


	mortgaged, pledged or subjected to Lien any of its
assets, tangible or intangible other than in the usual and ordinary course of
the Company's business;


	sold, transferred or leased any of its assets except in
the usual and ordinary course of business;


	canceled or compromised any debt or claim, or waived or
released any right of material value;


	suffered any physical damage, destruction or loss
(whether or not covered by insurance) to Company assets which either alone or in
the aggregate could reasonably be expected to result in a Material Adverse
Effect;


	entered into any transaction other than in the usual and
ordinary course of business except for the transactions contemplated by the
Transaction Documents and the Marketing Agreement;


	declared or paid any dividends or other distributions
with respect to its outstanding shares of Common Stock; 


	breached any covenant of any Contract or suffered a
breach in any Contract by any other party to such Contract; or


	suffered or experienced any other change that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.


	 No
Voting Agreement.  There are no outstanding stockholder agreements, voting
trusts, proxies or other arrangements or understandings among the stockholders
of the Company or with the Company relating to the voting of their respective
shares or other securities issued by the Company which include voting
rights.


	 No
Broker or Finders.  No person, firm or corporation has or will have, as a
result of any act or omission by the Company, any right, interest or valid claim
against Purchasers for any commission, fee or other compensation as a finder or
broker, or in any similar capacity, in connection with the transactions
contemplated by the Transaction Documents.  The Company will indemnify and hold
Purchasers harmless against any and all liability with respect to any such
commission, fee or other compensation which may be payable or determined to be
payable as a result of the actions of the Company in connection with the
transactions contemplated by the Transaction
Documents.


	 Taxes.    For purposes of this
Agreement:

"Tax" or "Taxes" shall mean all federal, state, county,
local, municipal, foreign and other taxes, assessments, duties or similar
charges of any kind whatsoever, including all corporate franchise, income,
sales, use, ad valorem, receipts, value added, profits, license, withholding,
payroll, employment, excise, premium, property, customs, net worth, capital
gains, transfer, stamp, documentary, social security, environmental, alternative
minimum, occupation, recapture and other taxes, and including all interest,
penalties and additions imposed with respect to such amounts, and all amounts
payable pursuant to any agreement or arrangement with respect to Taxes.

"Taxing Authority" shall mean any domestic, foreign, federal,
national, state, county or municipal or other local government, any subdivision,
agency, commission or authority thereof, or any quasi-governmental body
exercising tax regulatory authority.

"Tax Return" or "Tax Returns" shall mean all returns,
declarations of estimated tax payments, reports, estimates, information returns
and statements, including any related or supporting information with respect to
any of the foregoing, filed or to be filed with any Taxing Authority in
connection with the determination, assessment, collection or administration of
any Taxes.



	(i) The Company, and any affiliated group, within the
meaning of Section 1504 of the Code, of which the Company is or has been a
member, has filed or caused to be filed in a timely manner (within any
applicable extension periods) all material Tax Returns required to be filed by
the Code or by applicable state, local or foreign tax laws, (ii) all material
Taxes with respect to taxable periods covered by such Tax Returns, and all other
Taxes for which the Company is or might otherwise be liable have been timely
paid in full or will be timely paid in full by the due date thereof and the most
recent audited financial statements for the Company reflect an adequate reserve
for all Taxes payable by the Company for all taxable periods and portions
thereof through the date of such financial statements, and (iii) there are no
material liens for Taxes with respect to any of the assets or properties of the
Company.


	No Tax Return of the Company has ever been examined by
the Internal Revenue Service.  No material Tax Return of the Company or any
affiliated group of which the Company is or has ever been a member is under
audit or examination by any Taxing Authority, and no written or unwritten notice
of such an audit or examination has been received by the Company.


	Each material deficiency resulting from any audit or
examination relating to Taxes by any Taxing Authority has been timely paid.  No
material issues relating to Taxes were raised by the relevant Taxing Authority
in any completed audit or examination that can reasonably be expected to recur
in a later taxable period.  The relevant statute of limitations is closed with
respect to the federal, foreign and material state and local Tax Returns of the
Company and any affiliated group of which the Company has ever been a part for
all years through December 31, 1995.


	The Company is not party to or bound by any tax sharing
agreement, tax indemnity obligation or similar agreement, arrangement or
practice with respect to Taxes (including any advance pricing agreement, closing
agreement or other agreement relating to Taxes with any Taxing
Authority).


	The Company is not required to include in a taxable
period ending after the Closing Date taxable income attributable to income that
accrued in a prior taxable period but was not recognized in any prior taxable
period as a result of the installment method of accounting, the long-term
contract method of accounting, the cash method of accounting or Section 381 of
the Code or any comparable provision of state, local, or foreign Tax law, or for
any other reason.


	(i) No property of the Company is "tax exempt use
property" within the meaning of Section 168(h) of the Code, (ii) the Company is
not a party to any lease made pursuant to Section 168(f)(8) of the Internal
Revenue Code of 1954, and (iii) none of the assets of the Company are subject to
a lease under Section 7701(h) of the Code or under any predecessor section
thereof.


	(i) There are no outstanding agreements or waivers
extending, or having the effect of extending, the statutory period of limitation
applicable to any material Tax returns required to be filed with respect to the
Company, (ii) neither the Company, nor any affiliated group, within the meaning
of Section 1504 of the Code, of which the Company is or has been a member, has
requested any extension of time within which to file any material Tax return,
which return has not yet been filed, and (iii) no power of attorney with respect
to any Taxes has been executed or filed with any Taxing Authority by or on
behalf of the Company.


	The Company has complied in all respects with all
applicable laws relating to the payment and withholding of Taxes (including
withholding of Taxes pursuant to Sections 1441, 1442, 3121 and 3402 of the Code
or any comparable provision of any state, local or foreign laws) and have,
within the time and in the manner prescribed by applicable law, withheld from
and paid over to the proper Taxing Authorities all amounts required to be so
withheld and paid over under applicable laws.


	The Company is not a real property holding corporation
within the meaning of Section 897 of the Code.


	The Company is not a "foreign person" within the meaning
of Section 1445 of the Code.


	 Disclosure.  Each Purchaser has access to a true and
complete copy of each report, schedule, registration statement and definitive
proxy statement, including exhibits filed therewith (but excluding exhibits
incorporated therein by reference and not attached thereto), filed by the
Company during the fiscal year ended December 31, 1999, and any subsequent
interim periods, with the SEC (the "SEC Documents"), which are all the documents
that the Company was required to file.  As of their respective dates and, except
to the extent information contained therein has been revised or superseded by a
later filed SEC Document, as of the date hereof, none of the SEC Documents
contained or contains any untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  The financial statements of the Company included in the SEC
Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations with respect thereto, have
been prepared in accordance with GAAP during the periods presented and fairly
present (subject only, in the case of the unaudited statements, to normal,
recurring audit adjustments) the financial position of the Company as of the
date thereof and the results of its operations and its cash flows for the
periods then ended.


	 Environmental Matters.  (a) Except for matters
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, the Company (i) has not failed to comply
with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law; (ii) has
not become subject to any Environmental Liability; (iii) has not received notice
of any claim with respect to any Environmental Liability; or (iv) does not know
of any basis for any Environmental Liability.


	 Investment and Holding Company Status.  The Company
is not (a) an "investment company" as defined in, or subject to regulation
under, the Investment Company Act of 1940 or (b) a "holding company" as defined
in, or subject to regulation under, the Public Utility Holding Company Act of
1935.


	 ERISA.  No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.


	 Insurance.  The Company maintains policies of fire
and casualty, liability and other forms of insurance, including directors' and
officers' insurance, in such amounts, with such deductibles and against such
risks and losses as are customarily maintained by companies engaged in the same
or similar businesses.  All such policies are in full force and effect, all
premiums due and payable thereon have been paid (other than retroactive or
retrospective premium adjustments that are not yet, but may be, required to be
paid with respect to any period ending prior to the Closing Date), and no notice
of cancellation or termination has been received with respect to any such policy
which has not been replaced on substantially similar terms prior to the date of
such cancellation.  The activities and operations of the Company have been
conducted in a manner so as to conform in all material respects to all
applicable provisions of such insurance policies.


	 Sources
of Available Funds.  The Company maintains warehouse lines of credit and
other credit facilities that provide sufficient amounts of financing necessary
for its business as currently conducted and as proposed to be
conducted.  As of March 31, 2000, the total amount of
mortgage loans held-for-sale is $24,608,000.  All such mortgage loans are listed
as current assets on the Company's most recent balance sheet.


	 Maintenance of Common Stock.  The Company at the
Closing will have a sufficient number of authorized but unissued shares of
Common Stock for issuance to the Purchasers at the Closing Date and has reserved
a sufficient number of additional shares of Common Stock for issuance upon
exercise of the Schwab Warrants.


	 Employee
and Labor Matters.  (i) There is not any, and during the past five
years there has not been any, labor strike, dispute, work stoppage or lockout
pending, or, to the knowledge of the Company, threatened, against or affecting
the Company; (ii) to the knowledge of the Company, no union organizational
campaign is in progress with respect to the employees of the Company and no
question concerning representation of such employees exists; (iii) the Company
is not engaged in any unfair labor practice; (iv) there are not any unfair labor
practice charges or complaints against the Company pending, or, to the knowledge
of the Company, threatened, before the National Labor Relations Board; (v) there
are not any pending, or, to the knowledge of the Company, threatened, union
grievances against the Company as to which there is a reasonable possibility of
adverse determination and that, if so determined, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect; (vi)
there are not any pending, or, to the knowledge of the Company, threatened,
charges against the Company or any of its current or former employees before the
Equal Employment Opportunity Commission or any state or local agency responsible
for the prevention of unlawful employment practices; and (vii) the Company has
not received written or oral communication during the past five years of the
intent of any Governmental Authority responsible for the enforcement of labor or
employment laws to conduct an investigation of the Company and, to the knowledge
of the Company, no such investigation is in
progress.


	 Certain Regulatory Matters.  The Company is not
currently engaged in any activity not permitted by Section 4(c)(8) of the Bank
Holding Company Act of 1956, as amended (the "Bank Act"), or
Regulation Y of the Federal Reserve Board (12 CFR 225.28(b)) ("Regulation
Y").  In addition, neither the sale of the Shares pursuant to this
Agreement nor the granting of the Schwab Warrants to Charles Schwab & Co.,
Inc. ("Schwab") in connection with that certain Marketing Agreement
entered into as of even date herewith (the "Marketing Agreement")
shall require the Company to obtain approval from any Governmental Authority,
including in connection with any mortgage brokerage or other similar license,
except any approval necessary in connection with the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR Act"), or any approval
which if not obtained would not have a Material Adverse Effect.  To the
Company's knowledge, neither the acquisition by the Purchasers of the Shares,
nor the acquisition of the Schwab Warrants by Schwab (or the shares of Common
Stock issuable upon the exercise or conversion thereof) shall require Schwab or
any Purchaser to register as a real estate broker, mortgage broker, mortgage
lender, or otherwise with any Governmental Authority.


	



Representations and Warranties of
Purchaser

Each Purchaser represents and warrants to the Company,
severally and not jointly, as follows:




	 Investment for Own Account.  The Purchaser is
acquiring the Shares hereunder for its own account for investment only and not
with a view to any public distribution of the Shares; and such Purchaser will
not offer to sell or otherwise dispose of the Shares except pursuant to Article
IV hereof.  No other Person has been granted by the Purchaser any right with
respect to or interest in the Shares, nor has it agreed to give any Person any
such interest or right in the future.


	 Offering
Exemption.  The Purchaser understands that the Shares have not been
registered under the Act, nor qualified under any state securities laws, and
that they are being offered and sold pursuant to an exemption from such
registration and qualification based in part upon the representations of such
party contained herein.  The Purchaser is an "accredited investor", as defined
in Rule 501 of Regulation D under the Act.


	 Legends.  The Purchaser understands that
certificates representing the Shares will be endorsed with the following
legend:  

"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE
REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR
OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS
ARE NOT REQUIRED, or (iii) RECEIPT OF NO-ACTION LETTERS FROM THE
APPROPRIATE GOVERNMENTAL AUTHORITIES."

 SECTION
3.04. Removal of Legend.  The Purchaser understands and agrees that any
legend endorsed on a certificate or instrument evidencing the Shares shall be
removed, and the Company shall issue a certificate or instrument without such
legend to the holder of such security only (a) if such security is being
disposed of pursuant to registration under the Act and any applicable state acts
or pursuant to Rule 144 or any similar rule then in effect or (b) if such holder
provides the Company with an opinion of counsel satisfactory to it to the effect
that a sale, transfer, assignment, offer, pledge or distribution for value of
such security may be made without registration and that such legend is not
required to satisfy the applicable exemption from registration.

SECTION 3.05. Acts and Proceedings.  This
Agreement has been duly authorized by all necessary action on the part of the
Purchaser, has been duly executed and delivered by the Purchaser, and is a valid
and binding agreement upon the part of the Purchaser.

SECTION 3.06. No Brokers or Finders.  No person, firm or
corporation has or will have, as a result of any act or omission by the
Purchaser, any right, interest or valid claim against the Company for any
commission, fee or other compensation as a finder or broker, or in any similar
capacity, in connection with the transactions contemplated by the Transaction
Documents.  The Purchaser will indemnify and hold the Company harmless against
any and all liability with respect to any such commission, fee or other
compensation which may be payable or determined to be payable as a result of the
actions of the Purchaser in connection with the transactions contemplated by the
Transaction Documents.


	



Covenants of the
Purchasers

SECTION 4.01. Sales. Each Purchaser, severally
and not jointly, covenants that it will not sell or otherwise transfer any of
the Shares acquired by it hereunder other than pursuant to (i) Rule 144 or any
similar or analogous rule or rules or (ii) an effective registration under the
Act or in a transaction which, in the opinion of counsel reasonably satisfactory
to the Company, qualifies as an exempt transaction under the Act and the rules
and regulations promulgated thereunder.

SECTION 4.02. Six-Months Lockup.  During the period beginning on the
Closing Date and ending six months thereafter, each Purchaser agrees not to (a)
offer, pledge, sell or contract to sell the Shares; sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase in connection with the Shares; or otherwise transfer or
dispose of, directly or indirectly, the Shares; or (b) enter into any swap or
other arrangement that transfers all or a portion of the economic consequences
associated with the ownership of the Shares (regardless of whether any
transaction described in clause (a) or (b) is to be settled by the delivery of
the Shares, in cash or otherwise), without the prior written consent of the
Company; provided, however, that the provisions of this Section shall not apply
to transactions between a Purchaser, on the one hand, and any Affiliate of the
Purchaser, on the other hand; provided that, such Affiliate agrees in writing to
be bound by the terms of this Agreement to the same extent as such Purchaser.
Notwithstanding any other provision of this Agreement, FT Ventures may assign up
to 666,666 Shares (less the number of Shares for which interests have previously
been assigned pursuant to Section 1.03 of this Agreement) (as appropriately
adjusted for stock splits, stock dividends, combinations, and other
recapitalizations of the Company's share capital) issued pursuant to this
Agreement to another venture capital fund, provided that the representations and
warranties set forth in Article III are true with regard to each such assignee,
the Company has approved such assignment, which approval may not be unreasonably
withheld, and each such assignee shall agree to be bound by the terms of this
Agreement.  Notwithstanding any other provision of this Agreement, each of FT
Ventures, TPF and Benchmark may assign any of the shares of Common Stock issued
pursuant to this Agreement to any of its general or limited partners, provided
that the representations and warranties set forth in Article III are true with
regard to each such assignee and each such assignee shall agree to be bound by
the terms of this Agreement.  


	

Conditions




	 Conditions of each Purchaser's Obligations.
The obligations of each Purchaser hereunder shall not become effective until the
date on which each of the following conditions is satisfied (or waived in
accordance with Section 7.02; provided that Abbey National Treasury Services
Overseas Holdings ("Abbey National") may waive item (j) by itself and
FT Ventures may waive item (k) by itself)):



	The Purchaser (or its counsel) shall have received from
the Company a counterpart of this Agreement and a counterpart of the Rights
Agreement each signed on behalf of the Company and by the Purchasers who have
subscribed to purchase Shares with an aggregate Purchase Price of no less than
$35,999,900.


	The Purchaser shall have received such documents and
certificates as it or its counsel may reasonably request relating to the
organization, existence and good standing of the Company, the authorization of
the transactions contemplated in this Agreement and the other Transaction
Documents and any other legal matters relating to the Company, this Agreement or
the transactions contemplated hereby or thereby, all in form and substance
satisfactory to the Purchaser and its counsel.


	The representations and warranties of the Company under
this Agreement shall be true in all material respects; the Purchaser shall have
received from the Company's Financial Officer a certificate dated as of the
Closing Date with the same effect as though made on and as of the Closing Date,
stating that the representations and warranties of the Company as set forth in
this Agreement are true and accurate in all material respects as of the Closing
Date, and that the Company has suffered no Material Adverse Effect.


	The Company shall have performed and complied in all
respects with the agreements and  conditions required by this Agreement to be
performed and complied with by it prior to or as of the Closing, including
without limitation the execution and delivery by the Company of the other
Transaction Documents.


	All registrations, qualifications, permits and approvals
required under applicable state securities laws for the lawful execution and
delivery of this Agreement and the offer, sale, issuance and delivery of the
Shares shall have been obtained.


	All corporate and other proceedings and actions taken in
connection with the transactions contemplated hereby and in the other
Transaction Documents and all certificates, opinions, agreements, instruments
and documents mentioned herein or incident to any such transaction shall be
satisfactory in form and substance to the Purchaser and its counsel.


	The Company shall have amended the Certificate of
Incorporation to increase the number of shares of authorized Common Stock to an
amount sufficient to cover all currently outstanding shares of Common Stock, the
Shares, the shares of Common Stock which may be issued upon the exchange or
conversion of the Schwab Warrants and all shares of Common Stock which are
currently reserved for issuance by the Company.


	The applicable waiting period under the  HSR Act, to the
extent any filing may be necessary pursuant to the HSR Act, shall have expired
or been terminated, and all other permits, consents, approvals, licenses, orders
or authorizations of, and registrations, declarations and filings with, any
Governmental Authority, if any that are required to be obtained or made in
connection with (i) the execution, delivery or performance of this Agreement by
the Company or the consummation by the Company of the transaction contemplated
hereby and thereby, and (ii) the conduct by the Company or Purchaser (other than
as required by some characteristic of Purchaser) of their respective businesses
following the Closing, as conducted on the date hereof, shall have been duly
obtained or made.


	The Purchasers shall have received a favorable opinion
from legal counsel to the Company in substantially the form of Exhibit B
attached to this Agreement.


	To the extent that Abbey National (and/or its Affiliates)
acquires at least 1.0 million Shares at the Closing, Abbey National shall have
received a side letter from the Company substantially to the effect that:  For
so long as Abbey National (and/or its Affiliates or its partners) owns in excess
of 1.0 million shares of the Common Stock (as appropriately adjusted for stock
splits, stock dividends, combinations and other recapitalizations of the
Company's capital shares), the Company shall take all actions necessary to
ensure that an individual designated by Abbey National be permitted to (i) serve
as a member of the Board of Directors of E-Loan U.K.; provided that, the Company
continues to have a right to appoint a director to such entity and (ii) attend,
as a non-voting member, any meetings of the Company's Board of Directors (but
not any committee meetings thereof).  In addition, the Company agrees to notify
Abbey National of any meetings of the Board of Directors and to provide it with
all materials generally provided to members of the Board of Directors in advance
of any Board of Directors meetings and to provide Abbey National with copies of
all minutes of any Board of Directors meetings (including meetings of committees
thereof).  Abbey National may designate different individuals from time to time
to sit on such board or attend such meetings; provided that, it notifies the
Company in the event of any change in any such designated individual and it may
designate different individuals to serve on or attend the different board
meetings.


	To the extent that FT Ventures (and/or its Affiliates)
acquires at least 1.0 million Shares at the Closing, FT Ventures shall have
received a side letter from the Company substantially to the effect that:  For
so long as FT Ventures (and/or its Affiliates or its partners) owns in excess of
1.0 million shares of the Company's Common Stock (as appropriately adjusted for
stock splits, stock dividends, combinations and other recapitalizations of the
Company's capital shares), the Company shall take all actions necessary to
ensure that an individual designated by FT Ventures be permitted to attend, as a
non-voting member, any meetings of the Company's Board of Directors (but not any
committee meetings thereof).  In addition, the Company agrees to notify FT
Ventures of any meetings of the Board of Directors and to provide FT Ventures
with all materials generally provided to members of the Board of Directors in
advance of any Board of Directors meetings and to provide FT Ventures with
copies of all minutes of any Board of Directors meetings (including meetings of
committees thereof).  FT Ventures may designate different individuals from time
to time to attend the Board of Directors meetings; provided that, it notifies
the Company in the event of any change in any such designated
individual.


	The Marketing Agreement and the Schwab Warrants shall
remain in full force and effect. 


	No Legal Requirement shall have been enacted, entered,
issued, promulgated or enforced by any Governmental Authority that prohibits or
restricts the transactions contemplated by this Agreement and the other
Transaction Documents.


	The Common Stock shall then be traded on the Nasdaq
National Market and not subject to any stop orders or suspensions of trading for
any reason.


	Solely in connection with the acquisition of more than
$3,999,997.50 of the Shares by  TPF, the appropriate authorities at TPF shall
have approved TPF's acquisition of more than $3,999,997.50 of the Shares.



	 Conditions of the Company's Obligations.  The
Company's obligation to sell the Shares to the Purchasers on the Closing Date is
subject to the fulfillment prior to or on the Closing Date of the conditions set
forth below.  In the event that any such condition is not satisfied, Company
shall not be obligated to proceed with the sale of such
Shares.



	The representations and warranties of each Purchaser
under this Agreement shall be true in all material respects as of the Closing
with the same effect as though made on and as of the Closing Date.


	Each Purchaser shall have performed and complied with all
agreements or conditions required by this Agreement to be performed and complied
with by it prior to or as of the Closing Date.


	The applicable waiting period under the  HSR Act, to the
extent any filing may be necessary pursuant to the HSR Act, shall have expired
or been terminated.


	The Company shall have received approval of its
stockholders (i) for the issuance of the Shares and (ii) to amend the
Certificate of Incorporation to increase the number of authorized shares of
Common Stock to not less than 80 million.


	 Termination Date.  Notwithstanding anything herein
to the contrary, if the Closing Date has not occurred on or prior to July 31,
2000, each Purchaser's obligation to purchase the Shares shall be
terminated.


	



Covenants of the
Company

The Company covenants and agrees with the Purchasers as
follows:




	 Existence; Conduct of Business.  The Company will do
or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence in good standing and the rights, licenses,
permits, privileges and franchises material to the conduct of its
business.


	 Payment
of Obligations.  The Company will pay its Indebtedness and other
obligations, including Tax liabilities, before the same shall become delinquent
or in default, except where (a) the validity or amount thereof is being
contested in good faith by appropriate proceedings, (b) the Company has set
aside on its books adequate reserves with respect thereto in accordance with
GAAP, (c) such contest effectively suspends collection of the contested
obligation and the enforcement of any Lien securing such obligation, and (d) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.


	 Maintenance of Properties.  The Company will keep
and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear
excepted.


	 Insurance.  The Company will maintain with
financially sound and reputable insurance companies, insurance in such amounts
and against such risks (including fire and other risks insured by extended
coverage) as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations, including public
liability insurance against claims for personal injury, death or property damage
occurring upon, about or in connection with the use of any properties owned,
occupied or controlled by it as well as such other insurance as may be required
by law.


	 Compliance with Laws.  The Company will comply with
all laws, rules, regulations and orders of any Governmental Authority applicable
to it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


	 SEC
Disclosures.  Each report, schedule, registration statement and definitive
proxy statement filed by the Company with the SEC from and after the date of
this Agreement will comply in all material respects with the requirements of the
Exchange Act and/or the Act as applicable to such documents and none of such
documents will, when filed, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.  The Company shall comply with all SEC filing
requirements to which it is subject.


	 Regulation Y.  At least 90 days prior to engaging
in any new activity or performing any new service, including any new activity as
defined in Regulation Y, the Company will notify the Purchasers in writing.  The
Charles Schwab Corporation or any other Purchaser subject to the Bank Act and
the Company agree to provide all reasonable assistance necessary to enable The
Charles Schwab Corporation or such other Purchaser, on the one hand, and the
Company, on the other hand, to have such new activity or service approved as one
permitted to be performed by The Charles Schwab Corporation or such other
Purchaser or the Company, as the case may be, under the Bank Act and Regulation
Y, provided that the foregoing covenant shall not apply at any time in which the
deemed holdings in the Company's voting securities (including any outstanding
warrants) by The Charles Schwab Corporation or any other Purchaser subject to
the Bank Act are less than five percent (5%) of the total outstanding voting
securities of the Company (as measured under the Bank Act).


	 Certain Purchase Rights.  The Company will not
issue to any employee of or consultant to the Company or any of its Affiliates,
or to any third party, any options (but not including shares of Common Stock
issuable under the Company's 1999 Employee Stock Purchase Plan), warrants or
other similar rights to purchase securities of the Company ("Purchase
Rights") with an exercise or purchase price less than the market price of
the Common Stock at the time of the grant or issuance of such Purchase Rights,
without the approval of the Majority Purchasers.  The Company shall take all
actions necessary or appropriate to assure that it will not grant or issue
during any calendar year Purchase Rights (other than the Schwab Warrants) to
acquire in excess of the lesser of (a) 4.0% of its average number of shares of
Common Stock outstanding during such calendar year, (b) 4.5 million shares of
its Common Stock (as appropriately adjusted for stock splits, stock dividends,
combinations and other recapitalizations of the Company's share capital) or (c)
the number of shares of Common Stock that can be acquired upon the conversion or
exchange of Purchase Rights which are approved by the Company's Board of
Directors during such calendar year.  The Company will not reprice any of its
outstanding Purchase Rights or exchange any new Purchase Rights for currently
outstanding Purchase Rights without prior stockholder approval.  The provisions
of this Section 6.08 shall cease to apply if collectively the Purchasers and
their Affiliates at any time own less than five percent of the outstanding
Common Stock. 


	 Use of Proceeds.  The Company will use the
proceeds from the sale of the Shares for general working purposes and the
furtherance of the Company's business plan, including enhancing the Company's
marketing capabilities.


	 Subsequent Equity Offerings.  Until the third
anniversary of the Closing Date, the Company will notify the Purchasers of any
proposed offer or sale of any of its equity securities or any securities
convertible or exchangeable into its equity securities (the "New Equity
Securities") prior to the final sale of the Equity Securities.  The Company
in good faith will consider offering any of the Purchasers, which express an
interest, an opportunity to participate in any such offering or sale.  This
Section 6.10 shall not apply to any offers or sales of Equity Securities in
connection with (a) a loan from a commercial bank; (b) any issuance of
securities (i) as consideration in a merger or consolidation, (ii) in connection
with any strategic partnership or joint venture (the primary purpose of which is
not to raise equity capital), (iii) as consideration for the acquisition of a
business, product, license or other asset by the Company or (iv) equipment
finance leasing; (c) the issuance of securities upon exercise or conversion of
the Company's options, warrants or other convertible securities; or (d) the
grant of additional Purchase Rights in compliance with Section 6.08 of this
Agreement.


	 Maintenance on Nasdaq National Market, Listing of
Shares.  The Company shall maintain the listing of its Common Stock on the
Nasdaq National Market or the American Stock Exchange, Inc. or the New York
Stock Exchange, Inc. and the Company shall use its reasonable best efforts to
prevent the suspension of trading or a failure to be listed on any such exchange
for a period in excess of 10 consecutive trading days at any time.  Promptly
following the Closing Date, the Company shall secure the listing of the Shares
upon the Nasdaq National Market and, in the event it lists its shares of Common
Stock on any other exchange, upon such exchange, and shall maintain such listing
or listings so long as any other shares of Common Stock shall be so listed.


	 Actions to Ensure Closing.  The Company agrees in
good faith to take any such actions as necessary to ensure the Closing,
including the timely holding of any stockholders' meeting.


	 Issuance of the Schwab Warrants.  The Company
agrees to issue  to Schwab the Schwab Warrants on the earlier of (a) the date of
the Closing or (b) July 31, 2000.  At the time of the issuance of the Schwab
Warrants, the Company agrees to enter into registration rights agreements with
Schwab in the form of the registration rights agreements previously negotiated
between the Company and Schwab and as described in the Marketing Agreement.  The
provisions of this Section 6.13 shall survive the termination of this
Agreement.


	 TPF Board Attendance. In the event that (a) a
representative of TPF no longer is a member of the Company's Board of Directors
and (b) TPF (and/or its Affiliates) acquires at least 1.0 million Shares at the
Closing, TPF shall receive a side letter from the Company (promptly following
the time at which both items (a) and (b) first occur substantially to the effect
that:  For so long as TPF (and its Affiliates or partners) owns in excess of 1.0
million shares of the Company's Common Stock (as appropriately adjusted for
stock splits, stock dividends, combinations and other recapitalizations of the
Company's capital shares), the Company shall take all actions necessary to
ensure that an individual designated by TPF be permitted to attend, as a non-
voting member, any meetings of the Company's Board of Directors (but not any
committee meetings thereof).  In addition, the Company agrees to notify TPF of
any meetings of the Board of Directors and to provide TPF with all materials
generally provided to members of the Board of Directors in advance of any Board
of Directors meetings and to provide TPF with copies of all minutes of any Board
of Directors meetings (including meetings of committees thereof).  TPF may
designate different individuals from time to time to attend the Board of
Directors meetings; provided that, it notifies the Company in the event of any
change in any such designated individual.


	

MISCELLANEOUS




	 Notices.  Any notice required or permitted
under this Agreement shall be in writing and shall be delivered in person or
mailed by certified or registered mail, return receipt requested, overnight
Times New Roman or facsimile, directed to (a) the Purchasers c/o The Charles Schwab
Corporation, 101 Montgomery Street, San Francisco, CA 94104, attention:
Christopher V. Dodds, facsimile (415) 636-5877, with a copy to Howard, Rice,
Nemerovski, Canady, Falk & Rabkin, A Professional Corporation, at Three
Embarcadero Center, Seventh Floor, San Francisco, CA 94111, attention: Lawrence
B. Rabkin, facsimile (415) 217-5910; or (b) to the Company at E-Loan, Inc.,
5875 Arnold Road, Suite 100, Dublin, CA 94568, attention: Douglas Galen,
facsimile (925) 556-2914, with a copy to E-Loan, Inc., 5875 Arnold Road, Suite
100, Dublin, CA 94568 attention: Edward A. Giedgowd, facsimile:(925) 803-3503,
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.  Copies of the notices
provided to The Charles Schwab Corporation shall also be provided to each of the
other Purchasers at the addresses set forth on Schedule 1.01 attached hereto,
or, in any such case, at such other address or addresses as shall have been
furnished in writing by the Purchasers to the Company.  The giving of any notice
required hereunder may be waived in writing by the parties hereto.  Every notice
or other communication hereunder shall be deemed to have been duly given or
served on the date on which personally delivered, or on the date actually
received.


	 Waivers;
Amendments.   No failure or delay by any Purchaser in exercising any right
or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.  The
rights and remedies of each Purchaser hereunder are cumulative and are not
exclusive of any rights or remedies that it would otherwise have.  No waiver of
any provision of this Agreement or consent to any departure by the Company
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.



	Neither this Agreement nor any provision hereof or
thereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Company and the Majority
Purchasers.


	 Expenses.  Each party will pay all costs and
expenses incurred by it in negotiating and preparing this Agreement and in
closing and carrying out the transactions contemplated by this Agreement and the
other Transaction Documents, provided that the Company shall pay the reasonable
legal fees and expenses of The Charles Schwab Corporation, not to exceed $50,000
in the aggregate, in connection with such transactions.


	 Survival.  All covenants, agreements,
representations and warranties made by the Company in the certificates delivered
in connection with or pursuant  to this Agreement shall be considered to have
been relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement, regardless of any investigation made by any such
other party or on its behalf.  The provisions of Sections 6.13 and 7.03 shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby or the termination of this Agreement or any
provision hereof or thereof.


	 Severability.  Any provision of this Agreement held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.  


	 Governing Law.  This Agreement shall be construed in
accordance with and governed by the law of the State of
California.


	 Successors and Assigns. Except as otherwise
expressly provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties hereto.  Except as expressly provided in this Agreement,
nothing in this Agreement, express or implied, is intended to confer upon any
person other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement.  


	 Headings.  Article and Section headings are for
convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting, this
Agreement.


	 Directly
or Indirectly.  Where any provision in this Agreement refers  to action to
be taken by, or prohibited to be taken by, any Person, such provision shall be
applicable whether such action is taken directly or indirectly by such
Person.


	 Legal Counsel. The parties to this Agreement
recognize and agree that Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation ("Howard Rice"), solely represents The
Charles Schwab Corporation and certain of its Affiliates in connection with the
negotiation and drafting of the Transaction Documents and the transactions
contemplated hereby and thereby.  The Company has been informed that Howard Rice
has previously provided legal advice to Palo Alto Funding Group
("PAFG"), a predecessor of the Company, and the Company hereby
expressly waives any conflict which may arise or may have arisen due to such
past provision of legal advice to PAFG arising out of the current representation
by Howard Rice adverse to the Company in connection herewith.


	



Definitions




	 Defined
Terms.  As used in this Agreement, the following terms have the meanings
specified below:

"Act" has the meaning assigned to such term in Section
2.12.

"Affiliate" means, (i) with respect to a specified
Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
Person specified or (ii) any "employee investment partnership" sponsored by
Purchaser or any Person as described in clause (i) of this definition.

"Bank Act" has the meaning assigned to such
term in Section 2.25.

"Benchmark" Benchmark Capital Partners IV,
L.P., Benchmark Founders' Fund IV, L.P. and Benchmark Founders' Fund IV-A,
L.P.

"By-Laws" means the bylaws of the Company currently in
force and effect and filed with the SEC as an exhibit to the Company's filings
in SEC Documents under the Act or the Exchange Act.

"Certificate of Incorporation" means the
certificate of incorporation of the Company currently in force and effect and
filed with the SEC as an exhibit to the Company's filings in SEC Documents under
the Act or the Exchange Act.

"Closing" has the meaning assigned to such term in
Section 1.02.

"Closing Date" has the meaning assigned to such term
in Section 1.02.

"Code" means the Internal Revenue Code of 1986, as
amended from time to time.

"Common Stock" means the common stock, par value
$0.001 per share, of the Company.

"Company" means E-Loan, Inc., a Delaware
corporation.

"Contracts" has the meaning assigned to such term in
Section 2.12.

"Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by
contract or otherwise.  "Controlling" and "Controlled" have meanings correlative
thereto.

"dollars" or "$" refers to lawful money of the
United States of America.

"Environmental Laws" means all laws, rules,
regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices
or binding agreements issued, promulgated or entered into by any Governmental
Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any
Hazardous Material or to health and safety matters.

"Environmental Liability" means any liability,
contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Company
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether
or not incorporated) that, together with the Company, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

"ERISA Event" means (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is
waived); (b) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Company or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by the Company or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal from any Plan
or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Company or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

"Exchange Act" has the meaning assigned to such term
in Section 2.12.

"Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Company.

"Financial Statements" has the meaning assigned to
such term in Section 2.13.

"FT Ventures" shall collectively mean
Financial Technology Management, L.L.C., Financial Technology Ventures (Q), L.P.
and Financial Technology Ventures, L.P. and for purposes of this Agreement the
three entities shall be treated as a single entity.  To the extent that notice
is required to be given, consent obtained or information provided to FT
Ventures, FT Ventures shall mean Financial Technology Ventures, L.P. or such
other of the three entities listed in this definitions as Financial Technology
Management Company, L.L.C.  shall notify the Company in writing.

"GAAP" means generally accepted accounting principles
in the United States of America.

"Governmental Authority" means the government of the
United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity, whether foreign or domestic,
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

"Hazardous Materials" means all explosive or
radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

"HSR Act" has the meaning assigned to such
term in Section 2.25.

"Indebtedness" of any Person means, without
duplication, (a) all obligations of such Person for borrowed money or with
respect to deposits or advances of any kind; (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments; (c) all
obligations of such Person upon which interest charges are customarily paid; (d)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person; (e) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable incurred in the ordinary course of
business); (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed; (g) all guarantees by such Person
of Indebtedness of others; (h) all capital lease obligations of such Person; (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty; and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances.  The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

"Legal Requirements" has the meaning assigned to such
term in Section 2.11.

"Lien" means, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or
security interest in, on or of such asset and (b) the interest of a vendor or a
lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset.

"Majority Purchasers" has the meaning
assigned to such term in Section 1.02.

"Marketing Agreement" has the meaning
assigned to such term in Section 2.25.

"Material Adverse Effect" means a material adverse
effect on (a) the business, assets, operations, prospects or condition,
financial or otherwise, of the Company and its subsidiaries taken as a whole,
(b) the ability of the Company to perform any of its obligations under this
Agreement or any of the other Transaction Documents or (c) the rights of or
benefits available to Purchaser under this Agreement or any of the other
Transaction Documents.

"Multiemployer Plan" means a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

"Nasdaq National Market" shall mean the Nasdaq
National Market.

"PBGC" means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar
functions.

"Permits" has the meaning assigned to such term in
Section 2.11. 

"Person" means any natural person, corporation,
limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity.

"Plan" means any employee pension benefit plan (other
than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which the
Company or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

"Regulation Y" has the meaning assigned to
such term in Section 2.25.

"Rights Agreement" has the meaning assigned
to such term in Section 2.03.

"Schwab" has the meaning assigned to such
term in Section 2.25.

"Schwab Warrants" shall mean the warrants
dated April 25, 2000, to be granted to Schwab on the earlier of (a) the Closing
Date or (b) July 31, 2000 and which grant to Schwab the right, under the
conditions set forth in the warrants, to acquire 13.1 million shares of Common
Stock.

"SEC" has the meaning assigned to such term in Section
2.12.

"SEC Documents" has the meaning assigned to such term
in Section 2.17.

"security" or "securities" has the meaning set
forth in Section 2(1) of the Act.

"subsidiary" means, with respect to any Person (the
"parent") at any date, any corporation, limited liability company,
partnership, association or other entity the accounts of which would be
consolidated with those of the parent in the parent's consolidated financial
statements if such financial statements were prepared in accordance with GAAP as
of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held or
(b) that is, as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.

"TPF" has the meaning assigned to such term
in Section 1.01.

"Transaction Documents" has the meaning
assigned to such term in Section 2.03.

"Withdrawal Liability" means liability to a
Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


	 Terms Generally.  The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.  The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall".  Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, Shares, accounts and contract
rights.  


	 Accounting Terms; GAAP.  Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies Purchaser that the Company requests an amendment
to any provision hereof to eliminate the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of such
provision (or if Purchaser notifies the Company that it requests an amendment to
any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.

This Agreement may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be an
original, but all of which taken together shall constitute one and the same
agreement.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers and
members as of the day and year first above written.
"Company":

E-LOAN, Inc.



Name:

Title:














"Purchasers":


The Charles Schwab CorporationTechnology Partners Fund VI,
L.P.

By:  TP Management VI, L.L.C.


By:  
By:___________________________

Name:  Christopher V. DoddsName:  Ira Ehrenpreis

Title:  Executive Vice President Title:  Managing Member

        and Chief Financial Officer


Abbey National Treasury Services Financial Technology Ventures,
L.P.

Overseas HoldingsFinancial Technology Ventures (Q), L.P.


By:  Financial Technology Management,

L.L.C., their General Partner


By:_______________________________By:___________________________

Name:Anna MerrickName:  Scott Wu

Title:Title:  Managing Member


Benchmark Capital Partners IV, L.P.

as nominee for 

Benchmark Capital Partners IV, L.P.

Benchmark Founders' Fund IV, L.P.

Benchmark Founders' Fund IV-A, L.P.

and related individuals


By:Benchmark Capital Management

Co. IV, L.L.C., their general partner


By:______________________________

Name:Steve Spurlock, Managing Member



 

 

 

 

 

 

 

 

 





SCHEDULE 1.01

Schedule of Purchasers



 

PurchasersSharesPurchase
Price


The Charles Schwab Corporation2,666,666$9,999,997.50

101 Montgomery Street

San Francisco, CA  94104


Abbey National Treasury Services2,666,666$9,999,997.50

Overseas Holdings

26-28 Dorset Square

London NW1 6QG

United Kingdom

Attention:  Christian Dummett

Fax No.:  011-44-207612-3482


Financial Technology Ventures L.P.     95,200$
357,000.00

Financial Technology Ventures (Q) L.P.2,571,466$9,642,997.50

601 California Street

22nd Floor

San Francisco, CA  94108

Attention:  Chuck Ott

Fax No.:  (415) 229-3010


Benchmark Capital Partners IV, L.P.1,333,333$4,999,998.75

2480 Sand Hill Road

Palo Alto, CA  94025

Attention:  Steve Spurlock

Fax No.:  (650) 854-8183


Technology Partners Fund VI, L.P.1,333,333$4,999,998.75

550 University Avenue

Palo Alto, CA  94301

Attention:  Ira Ehrenpreis

Fax No.:  (650) 289-9001