MARKETING AGREEMENT by and between Charles Schwab & Co., Inc. and E-Loan Inc. made and entered into as of April 25, 2000 Recitals I Marketing Of E-Loan Services 1.1 Schwab Mortgage Website. 1.2 Access to the Schwab Mortgage Website. * 1.3 Customer...

REAL ESTATE LENDING SERVICES BY E-LOAN Domestic Real Estate Purchase Financing Domestic Real Estate Refinancing Automatic Rate Search for best rate from over 70 Lenders and over 50,000 loan products Includes Closing Cost Estimates and Product Information Convenient electronic application via secure server Cash out Real Estate Equity Domestic Home Equity Loans Domestic Home Equity Lines of Credit E-Track - 24 hour information on Mortgage status On-Line "Chat" Feature - Instant online answers; Speak with an E-Loan representative online SPECIAL TOOLS TO MANAGE REAL ESTATE DEBT Rate Watch - Will e-mail consumer when target rate is available Loan Recommendations - Will make recommendations tailored to consumer's specific needs Buy vs. Rent Calculator Payment Calculator Amortization Calculator Access to online Credit Report Market Outlook piece, updated daily EDUCATIONAL AIDES Glossary of Real Estate Terms Home Finance 101 - Overview of Home Financing FAQ SPECIAL PRODUCTS Preapproval Loans Zero down loans No Closing Cost Loans Less than perfect credit options Avoid PMI with 80/10/10 combination loans Relocation loans, excluding Schwab employees

EXHIBIT B

PERFORMANCE STANDARDS

Web Site Performance and Standards

E-Loan shall provide technical and service level documentation as requested by Schwab to maintain and service the Schwab Links and to respond to inquiries from Customers regarding the Schwab Mortgage Website. Such documentation may include, but is not limited to, online service level commitments, standards, or goals; web availability; and E-Loan customer service practices relating to outages and scheduled maintenance. E-Loan and Schwab shall agree to have business and technical contacts for access to the Schwab Mortgage Website. These contacts should be available (via phone or pager) within 30 minutes during Peak Hours (as defined below). Prior to the launch date for the web-based Schwab Links, the parties shall develop and agree to an appropriate escalation path for problem identification and resolution. Subject to paragraph 5 of this Exhibit, the Schwab Mortgage Website shall be available 24 hours a day, 7 days a week, 365 days a year, excluding scheduled maintenance. E-Loan, however, shall not be responsible for connection and availability problems of particular Customers due to Internet connection, Internet Service Provider, computer and network, or telecommunications problems outside of E-Loan's control. Scheduled maintenance must occur during Off-Peak Hours and be communicated to Schwab within seven (7) days, and at least five (5) business days, prior written notice. Schwab must consent in advance to the scheduled maintenance times outside of Off-Peak Hours, but may not unreasonably withhold, delay, or condition such consent. For the purpose of this Exhibit, "Off-Peak Hours" shall mean between the hours of 11:00 p.m. and 3:00 a.m. PST. "Peak Hours" shall mean any time other than Off-Peak Hours. Overall availability of the Schwab Mortgage Website shall be 99%, not including scheduled maintenance, as calculated over any calendar month. The term "available" means being in a state where a Customer initiates a request and receives an error-free response. Schwab Mortgage Website availability numbers shall be provided to Schwab on a monthly basis. The Schwab Mortgage Website's transaction response time, as determined over any calendar month, should be no more than 8 seconds or as good as the transaction time for a competitive or similar product or offer. Within 30 days after the signing of this Agreement, the parties shall agree on an appropriate definition of transaction time that shall be used for performance monitoring. E-Loan shall agree to maintain system capacity and infrastructure that provides Customers accessing the Schwab Mortgage Website through the web-based Schwab Links the same performance levels as E-Loan's other customers. E-Loan shall agree to promptly contact Xxxxxx'x technical and business groups during an unplanned Outage. For the purpose of this Exhibit, an "Outage" is unanticipated center downtime due to application or network failure. E-Loan shall provide contact information (names/phone numbers/pagers) and in the event of an Outage shall be available to Schwab via phone or pager within 15 minutes during Peak Hours. During an outage, E-Loan shall use its best efforts to remedy the problem as quickly as possible. In the event of a sustained Outage of 30 minutes or longer and when practicable, E-Loan shall implement a mechanism for informing Customers of an Outage situation and providing a consistent "click-flow" for Customers. Within 30 days of the signing of this Agreement, E-Loan shall submit such mechanism or page for Xxxxxx'x review and approval. All information transmitted between the Customer and the Schwab Mortgage Website shall use SSL (secure socket layer) technology or other recognized standard providing comparable levels of security. Subject to the confidentiality provisions of this Agreement with reasonable advance notice and upon written request, Schwab shall have the right to perform a security assessment. Schwab may, from time to time, reasonably request enhancements or changes to the Schwab Mortgage Website for E-Loan to implement. Such requests shall be given a "high priority" and be completed in a mutually agreed upon time frame, generally within 10 business days. Expenses for requested changes shall be allocated between the parties as mutually agreed upon at the time of the request. E-Loan shall notify and consult with Schwab prior to making any changes to the infrastructure, format, look and feel, organization, or functionality of the Custom Pages that would be material to the Customer experience. Such changes include, but not are not limited to, alterations relating to the online account application process, online offering memoranda, order entry, and the price and order allocation process. The Schwab Mortgage Website is subject to Schwab approval. The "look and feel" of the Schwab Mortgage Website shall be consistent with the Schwab Website, yet shall clearly signal that the Customer has entered the Schwab Mortgage Website and is no longer at the Schwab Website.

EXHIBIT C

REPORTING REQUIREMENTS E-Loan shall provide a written report with respect to Customers to Schwab on the following on a weekly basis:

EXHIBIT D

D.1: STOCK PURCHASE WARRANT to Purchase Shares of E-LOAN, Inc. D.2: STOCK PURCHASE WARRANT to Purchase Shares of E-LOAN, Inc. D.3: REGISTRATION RIGHTS AGREEMENT D.1: STOCK PURCHASE WARRANT to Purchase Shares of E-LOAN, Inc. THIS WARRANT HAS 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, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.

STOCK PURCHASE WARRANT

To Purchase Shares of Common Stock of

E-Loan, Inc.

THIS CERTIFIES that for value received, Xxxxxxx Xxxxxx & Co., Inc. and its assigns are entitled upon the terms and subject to the conditions hereinafter set forth, at any time on or prior to 5 p.m. California time on the third anniversary of the Date of Grant, but not thereafter, to subscribe for and purchase from E-Loan, Inc., a Delaware corporation (the "Company"), Six Million Five Hundred Thousand (6,500,000) shares (the "Shares") of fully paid and nonassessable Common Stock, $0.001 par value per share (as adjusted pursuant to Section 5 hereof (the "Common Stock")). The purchase price of one Share under this Warrant shall be $3.75 (such price and such other price as shall result, from time to time, from the adjustments specified in Section 5 hereof is herein referred to as the "Warrant Price"), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term "Date of Grant" shall mean the Date of Grant listed on the signature page hereof. Exercise of Warrant. Subject to Section 2 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part, from time to time, at the election of the holder hereof, by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A duly completed and executed) at the principal office of the Company, in Dublin, California (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and (b) the payment of the exercise price (the Warrant Price multiplied by the number of Shares then being purchased) to the Company, (i) by check or bank draft payable to the order of the Company, (ii) by wire transfer to an account designated by the Company (a "Wire Transfer"), (iii) by cancellation of indebtedness of the Company to the holder hereof of an amount equal to the exercise price or (iv) by exercise of the right provided for in Section 10 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder hereof or its designee as soon as possible and in any event within five days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as possible and in any event within such five- day period. This Warrant is exchangeable, upon the surrender hereof by the registered holder at the above-mentioned office or agency of the Company, for a new Warrant of like tenor. The Company shall maintain at the above-mentioned office or agency a registry showing the name and address of the registered holder of this Warrant. This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry. Restrictions on Exercise. Notwithstanding any other provision of this Warrant, this Warrant will be exercisable, in whole or in part, for a cumulative total of up to 3,250,000 Shares (as adjusted pursuant to Section 5 hereof); provided that, any such exercise is (i) on or after the first anniversary of the Date of Grant and (ii) only at such time as the average of the last five closing prices per share of the Common Stock, as quoted on the Nasdaq National Market, as reported in The Wall Street Journal, is equal to or greater than two dollars ($2.00) greater than the Warrant Price (the "Minimum Price"). Notwithstanding any other provision of this Warrant, this Warrant will be exercisable, in whole or in part, for all Shares subject to this Warrant (an initial total of 6,500,000 (as adjusted pursuant to Section 5 hereof)) which have not been previously exercised; provided that any such exercise is (i) on or after the second anniversary of the Date of Grant and (ii) only at such time as the average of the last five closing prices per share of the Common Stock, as quoted on the Nasdaq National Market, as reported in The Wall Street Journal, is equal to or greater than the Minimum Price. In the event that the Common Stock is not traded on the Nasdaq National Market, the Minimum Price will be calculated as the fair market value of the Common Stock (as determined in accordance with Section 10(c)(ii)), plus two dollars ($2.00). Lock-up Period. In connection with each Share acquired by a holder pursuant to the exercise of this Warrant, during the period beginning on the date that such Share is acquired and ending one year thereafter, the holder agrees not to (x) offer, pledge, sell or contract to sell the Share; 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 Share; or otherwise transfer or dispose of, directly or indirectly, the Share; or (y) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Share (regardless of whether any transaction described in clause (x) or (y) is to be settled by the delivery of the Share, in cash or otherwise), without the prior written consent of the Company; provided, however, that the provisions of this Section 3 shall not apply to transactions between the holder, on the one hand, and any corporation, partnership, limited liability company or any other entity which is wholly owned by or which wholly owns the Holder (each, an "Affiliate"), on the other hand; provided that, such Affiliate agrees in writing to be bound by the terms of this Section 3 to the same extent as the holder. Stock Fully Paid; Reservation of Shares; Taxes. All Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by an assignment form reasonably acceptable to the Company duly executed by the holder hereof; and, provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have terminated. In addition, in connection with the issuance of this Warrant, the holder specifically represents to the Company by acceptance of this Warrant as follows:

California

EXHIBIT A

NOTICE OF EXERCISE

To: E-Loan, Inc. (1) The undersigned hereby elects to purchase ____________ shares of Common Stock of E-Loan, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any. (1) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: ___________________________ (Name) ___________________________ (Address) The undersigned represents that the aforesaid shares of Common Stock (Date) (Signature)

D.2: STOCK PURCHASE WARRANT to Purchase Shares of E-LOAN, Inc.

THIS WARRANT HAS 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, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 6 OF THIS WARRANT.

STOCK PURCHASE WARRANT

To Purchase Shares of Common Stock of

E-Loan, Inc. THIS CERTIFIES that for value received, Xxxxxxx Xxxxxx & Co., Inc. and its assigns are entitled upon the terms and subject to the conditions hereinafter set forth, at any time on or prior to 5 p.m. California time on July 25, 2003 (the 39- month anniversary of the Date of Grant), but not thereafter, to subscribe for and purchase from E-Loan, Inc., a Delaware corporation (the "Company"), Six Million Six Hundred Thousand (6,600,000) shares (the "Shares") of fully paid and nonassessable Common Stock, $0.001 par value per share (as adjusted pursuant to Section 3 hereof (the "Common Stock")). The purchase price of one Share under this Warrant shall be $15.00 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 3 hereof is herein referred to as the "Warrant Price"), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term "Date of Grant" shall mean the Date of Grant listed on the signature page hereof. Exercise of Warrant. The purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part, at any time and from time to time, at the election of the holder hereof, by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A duly completed and executed) at the principal office of the Company, in Dublin, California (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and (b) the payment of the exercise price (the Warrant Price multiplied by the number of Shares then being purchased) to the Company, (i) by check or bank draft payable to the order of the Company, (ii) by wire transfer to an account designated by the Company (a "Wire Transfer"), (iii) by cancellation of indebtedness of the Company to the holder hereof of an amount equal to the exercise price or (iv) by exercise of the right provided for in Section 8 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the holder hereof or its designee as soon as possible and in any event within five days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as possible and in any event within such five-day period. This Warrant is exchangeable, upon the surrender hereof by the registered holder at the above-mentioned office or agency of the Company, for a new Warrant of like tenor. The Company shall maintain at the above-mentioned office or agency a registry showing the name and address of the registered holder of this Warrant. This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry. Stock Fully Paid; Reservation of Shares; Taxes. All Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by an assignment form reasonably acceptable to the Company duly executed by the holder hereof; and, provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

"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, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 6 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have terminated. In addition, in connection with the issuance of this Warrant, the holder specifically represents to the Company by acceptance of this Warrant as follows:

EXHIBIT A

NOTICE OF EXERCISE To: E-Loan, Inc. (1) The undersigned hereby elects to purchase ____________ shares of Common Stock of E-Loan, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any. (1) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: ___________________________ (Name) ___________________________ (Address) The undersigned represents that the aforesaid shares of Common Stock (Date) (Signature) D.3: REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is made and entered into as of _____ __, 2000, by and between Xxxxxxx Xxxxxx & Co., Inc., a corporation organized under the laws of the State of California (the "Purchaser"), and E-Loan, Inc., a corporation organized under the laws of the State of Delaware (the "Company").

R E C I T A L S WHEREAS, the Company is granting a warrant (the "Warrant"), dated April 25, 2000, to the Purchaser to acquire Six Million Five Hundred Thousand (6,500,000) shares (the "Warrant Shares") of the Company's common stock, $0.001 par value (the "Common Stock"); and WHEREAS, pursuant to the terms of the Warrant, the Purchaser cannot sell any shares of Common Stock acquired upon the exercise of the Warrant until one year from the date of such exercise; NOW, THEREFORE, in consideration of the mutual promises, representations, warranties and conditions set forth in this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Definitions. For purposes of this Agreement, in addition to the definitions set forth above and elsewhere herein, the following terms shall have the following respective meanings: "Commission" shall mean the United States Securities and Exchange Commission and any successor agency. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Holder" shall mean the Purchaser or any transferee or assignee thereof to whom the rights under this Agreement are assigned in accordance with the provisions of Section 9 hereof. "person" shall mean an individual, corporation, partnership, limited partnership, syndicate, person (including, without limitation, a "person" as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government. "Register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement or document. "Registrable Stock" shall mean (a) the Warrant Shares, (b) any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, any of the Warrant Shares, and (c) any shares of Common Stock issued by way of a stock split of the Warrant Shares referred to in clauses (a) or (b) above. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (i) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (ii) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned, or (iii) all such Registrable Stock may be sold by any and all Holders pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act without registration under the Securities Act. "Registration Filing Time" shall mean the nine-month anniversary after the first date on which the Purchaser (or its successors or assigns), together with all previous exercises pursuant to the Warrant, has collectively exercised the Warrant for not less than 1,000,000 Warrant Shares (subject to adjustment for stock dividends, stock splits, stock combinations and other similar transactions). "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 2. Restrictive Legend. Each certificate representing Warrant Shares shall, except as otherwise provided in this Section 2, be stamped or otherwise imprinted with a legend substantially in the form set forth in Section 8(a) of the Warrant. A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company (it being agreed that Howard, Rice, Nemerovski, Canady, Xxxx and Xxxxxx, A Professional Corporation, shall be satisfactory) or the Company shall determine that the securities being sold thereby may be publicly sold without registration under the Securities Act or the transfer of such securities is permitted under the provisions of Rule 144(k) or Rule 144A (or any rule permitting public sale without registration under the Securities Act). 3. Registration. On or before the Registration Filing Time, the Company shall prepare and file with the Commission a registration statement on Form S-3 or any successor thereto (the "Initial Registration Statement"), signed, pursuant to Section 6(a) of the Securities Act, by the officers and directors of the Company, with respect to 3,250,000 shares of the Registrable Stock (subject to adjustment for stock dividends, stock splits, stock combinations and other similar transactions). The Company shall use its reasonable best efforts to register under the Securities Act, for public sale, such 3,250,000 shares of Registrable Stock (subject to adjustment for stock dividends, stock splits, stock combinations and other similar transactions). At any time after the initial registration statement becomes effective and upon the request of the Holders of not less than a majority of the Registrable Stock (the "Holder Request"), the Company shall prepare and file with the Commission a second registration statement on Form S-3 or any successor thereto (the "Second Registration Statement"), signed, pursuant to Section 6(a) of the Securities Act, by the officers and directors of the Company, with respect to a number of shares of Registrable Stock equal to the number of shares of Registrable Stock (subject to adjustment for stock dividends, stock splits, stock combinations and other similar transactions) which, as of the time of the initial filing of the Second Registration Statement, has been disposed of pursuant to the Initial Registration Statement. (e.g., If at the time of the filing of the Second Registration Statement, 3.0 million shares of the Registrable Stock have been sold pursuant to the Initial Registration Statement, the number of shares of Registrable Stock to be registered under the Second Registration Statement shall be 3.0 million.) In connection with this Section 3, the Company shall as expeditiously and as reasonably as possible: (a) use its reasonable best efforts to cause the Initial Registration Statement to become effective on or before the three-month anniversary of the Registration Filing Time and to remain effective through and including the earlier of (i) the time when 3,250,000 Warrant Shares (subject to adjustment for stock dividends, stock splits, stock combinations and other similar transactions) have been sold pursuant to such registration statement or (ii) the time when all of the Holders of the Registrable Stock can sell all of the Warrant Shares pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act without registration under the Securities Act. (b) use its reasonable best efforts to cause the Second Registration Statement to become effective on or before the three-month anniversary of the date that the Company receives the Holder Request and to remain effective through and including the earlier of (i) the time when Warrant Shares (subject to adjustment for stock dividends, stock splits, stock combinations and other similar transactions) equal to the total amount of the shares registered pursuant to the Second Registration Statement have been sold pursuant to the Second Registration Statement or (ii) the time when all of the Holders of the Registrable Stock can sell all of the Warrant Shares pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act without registration under the Securities Act. (c) prepare and file with the Commission such amendments and supplements to the Initial Registration Statement and the Second Registration Statement, as applicable, signed, pursuant to Section 6 (a) of the Securities Act, by the officers and directors of the Company, and the prospectuses used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statements; (d) furnish to the Holders such numbers of copies of the Initial Registration Statement and the Second Registration Statement, as applicable, and the related prospectuses included therein (including each preliminary prospectus and any amendments or supplements thereto) in conformity with the requirements of the Securities Act and such other documents and information as they may reasonably request; (e) use its reasonable best efforts to register or qualify the Registrable Stock covered by the Initial Registration Statement and the Second Registration Statement, as applicable, under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as required by law for the distribution of the Registrable Stock covered by the registration statements; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (e) be obligated to do so; and provided, further, that the Company shall not be required to qualify such Registrable Stock in any jurisdiction in which the securities regulatory authority requires that any Holder submit any shares of its Registrable Stock to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Stock in such jurisdiction unless such Holder agrees to do so; (f) promptly notify each Holder for whom such Registrable Stock is covered by such registration statements, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which any prospectus included in such registration statements, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to Holders of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; (g) enter into customary agreements and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Stock to be so included in the registration statements; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission; (i) use its reasonable best efforts to list the Registrable Stock covered by such registration statements with any securities exchange on which Holder Common Stock is then listed; and (j) after the effectiveness of the registration statements, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing the Registrable Stock to be sold, which certificates shall not bear any restrictive legends other than restrictive legends still required to be imposed by the Warrant. 4. Suspension of Trading. Notwithstanding any other provision of this Agreement, the Company shall have the right at any time to require that all Holders suspend further open market offers and sales of Registrable Stock whenever, and for so long as, in the reasonable judgment of the Company in good faith based upon the advice of counsel satisfactory to the Holders of a majority of the Registrable Stock, there is in existence material undisclosed information or events with respect to the Company (the "Suspension Right") such that the Initial Registration Statement and/or the Second Registration Statement, as applicable, would contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. In the event the Company exercises the Suspension Right, such suspension will continue for such period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the Company or until such time as such registration statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, each as determined in good faith by the Company. The Company will promptly give the Holders notice, in a writing signed by an executive officer of the Company, of any exercise of the Suspension Right. The Company agrees to notify the Holders promptly upon termination of the Suspension Right. Notwithstanding the foregoing, under no circumstances shall Holder be entitled to exercise the Suspension Right for more than sixty calendar days in any twelve-month period. 5. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the Holders shall furnish to the Company such information regarding themselves, the Registrable Stock held by them, and the intended method of disposition of such securities as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 6. Expenses of Registration. All expenses incurred in connection with the registration(s) pursuant to this Agreement, including without limitation all registration, filing and qualification fees, word processing, duplicating, printers' and accounting fees (including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance), fees of the National Association of Securities Dealers, Inc. or listing fees, messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws, reasonable fees and disbursements of counsel for the Company, and the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Holders holding a majority of the Registrable Stock and shall be satisfactory to the Company (it being agreed that Howard, Rice, Nemerovski, Canady, Xxxx & Rabkin shall be satisfactory)), shall be paid by the Company. The parties agree that all underwriting discounts and commissions shall be the responsibility of the Holders. 7. Sales by Different Holders, Limitations on Sales. In the event that there is more than one Holder of the Warrant Shares, the priority of which Holder may sell Warrant Shares pursuant to any registration statement required to be filed pursuant to Section 3 of this Agreement shall be determined in accordance with an agreement among the Holders. The Company shall have no obligation to determine which Holder shall have rights to sell the Warrant Shares pursuant to any such registration statement. The Purchaser agrees that neither it nor all future Holders of the Warrant Shares shall collectively sell, pursuant to the Initial Registration Statement or the Second Registration Statement, in excess of the number of shares of Registrable Stock which are registered pursuant to such applicable registration statement. 8. Indemnification. (a) To the extent permitted by applicable law, the Company shall indemnify and hold harmless each Holder, such Holder's directors and officers, any underwriter (as defined in the Securities Act), and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or any other applicable state or federal law, insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based on any untrue or alleged untrue statement of any material fact contained in any such registration statement on the effective date thereof (including any prospectus filed under Rule 424 under the Securities Act or any amendments or supplements thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each such Holder, such Holder's directors and officers, such underwriter or controlling person for any legal or other expenses reasonably incurred by them (but not in excess of expenses incurred in respect of one counsel and one local counsel for all of them unless, in the reasonable judgment of an indemnified party there is potential conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel and local counsel) in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); provided, further, that the Company shall not be liable to any Holder, such Holder's directors and officers, underwriter or controlling person in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with any such registration statement, preliminary prospectus, final prospectus or amendments or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, such Holder's directors and officers, underwriter or controlling person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder, such Holder's directors and officers, underwriter or controlling person, and shall survive the transfer of such securities by such Holder. (b) To the extent permitted by applicable law, each Holder shall indemnify and hold harmless the Company, each of its directors and officers, each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter (within the meaning of the Securities Act) for the Company against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, controlling person or underwriter may become subject, under the Securities Act or any other applicable state or federal law, insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any such registration statement on the effective date thereof (including any prospectus filed under Rule 424 under the Securities Act or any amendments or supplements thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement in reliance upon and in conformity with written information furnished expressly by or on behalf of such Holder for use in connection with such registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, agent or underwriter (but not in excess of expenses incurred in respect of one counsel and one local counsel for all of them unless, in the reasonable judgment to of an indemnified party, there is a conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel and local counsel) in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld), and provided, further, that the liability of each Holder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the net proceeds from the sale of the shares sold by such Holder under any such registration statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Stock covered by such registration statement. (c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in and assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party; provided, however, that the exercise of the foregoing right shall be conditioned upon the written acknowledgment of the indemnifying party to the indemnified party of the indemnifying party's obligation hereunder to indemnify the indemnified party for any losses arising from such action; and provided further, that in such event, the indemnified party shall have the right to retain its own counsel and local counsel, with all fees and expenses thereof to be paid by such indemnified party, and to be apprised of all progress in any proceeding the defense of which has been assumed by the indemnifying party. The failure to notify an indemnifying party promptly of the commencement of any such action, shall only release the indemnifying party from any of its obligations under this Section 8(c) if, and only to the extent that, such indemnifying party is materially prejudiced by such failure, but the omission to so notify the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section. (d) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages or liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 9. Transfer of Registration Rights. The rights of any Holder under this Agreement with respect to any Registrable Stock may be transferred to any transferee of such Registrable Stock; provided, however, that (i) the transference of the Registrable Stock or the Warrant is in accordance with Section 8 of the Warrant; (ii) the transferring Holder shall give the Company written notice at or prior to the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which the rights under this Agreement are being transferred; (iii) such transferee shall agree in writing, in form and substance reasonably satisfactory to the Company, to be bound as a Holder by the provisions of this Agreement; and (iv) immediately following such transfer the further disposition of such securities by such transferee is restricted under the Securities Act. Except as set forth in this Section 9, no transfer of Registrable Stock shall cause such Registrable Stock to lose such status. 10. 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. 11. Counterparts; Titles. 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. The titles of the Sections of this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 12. 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 Holders at The Xxxxxxx Xxxxxx Corporation, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, attention: Xxxxxxxxxxx X. Xxxxx, facsimile (000) 000-0000, with a copy to Howard, Rice, Nemerovski, Canady, Xxxx & Rabkin, A Professional Corporation, at Three Xxxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxx Xxxxxxxxx, XX 00000, attention: Xxxxxxxx X. Xxxxxx, facsimile (000) 000-0000; or (b) to the Company at E-Loan, Inc., 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, attention: Xxxxxxx Xxxxx, facsimile (925) 556-2914, with a copy to E-Loan, Inc., 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, attention: Xxxxxx X. Xxxxxxxx, 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. 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. 13. Amendments and Waivers. Any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of at least 50% of the Registrable Stock. Any amendment or waiver effected in accordance with this Section 13 shall be binding upon each Holder of any securities subject to this Agreement at the time outstanding (including securities into which such securities are convertible), each future Holder and all such securities, and the Company. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 14. Severability; Entire Agreement. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms. All prior agreements of the parties concerning the subject matter of this Agreement are expressly superseded by this Agreement. This Agreement contains the entire Agreement of the parties concerning the subject matter hereof. Any oral representations or modifications of this Agreement shall be of no effect. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law principles. 16. Forum; Waiver of Jury Trial. (a) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any California state or federal court sitting in the City and County of San Francisco. The parties hereto hereby (i) submit to the exclusive jurisdiction of any California state or federal court sitting in the City and County of San Francisco for the purpose of any action or proceeding arising out of or relating to this Agreement brought by any party hereto, and (ii) waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action or proceeding is improper, or that this Agreement may not be enforced in or by any of the above-named courts. (b) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Xxxxxxx Xxxxxx & Co., Inc. By: Name: Xxxxxxxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer E-Loan, Inc. By:___________________________________ Name: Title:

EXHIBIT E

E-LOAN LICENSES

Jurisdiction State of Alabama License type & number Exempt from mfg. lic. - HUD approved Since 09/19/1999 Jurisdiction State of Alabama License type & number Non-supervised state for consumer finance lenders Since -- Jurisdiction State of Alaska License type & number Alaska Business License 248980 Since 11/05/1997 Jurisdiction State of Arkansas License type & number Exempt from Mortgage Licensing - Agency Approved Since 03/18/1999 Jurisdiction State of Arkansas License type & number Non-supervised state for consumer finance lenders Since -- Jurisdiction State of California DRE License type & number Real Estate Broker License 01259531 Since 05/13/1999 Jurisdiction State of California License type & number Finance Lender License, File No: 605 2191 (CA); & File No: 603 7246 (FL) Since 02/03/2000 Jurisdiction State of Colorado License type & number Non-supervised state for first mortgages Since 11/03/1997 Jurisdiction State of Colorado License type & number Uniform Consumer Credit Code Supervised Lenders License No. 967246 Since 01/26/2000 Jurisdiction State of Connecticut License type & number First Mortgage Lender/Broker 0007115 Since 10/01/1998 Jurisdiction State of Connecticut License type & number Second Mortgage Lender/Broker 0006783 Since 10/01/1998 Jurisdiction State of Connecticut License type & number Non-supervised state for consumer finance lenders Since -- Jurisdiction State of Delaware License type & number Chapter 21 Mortgage Broker License 113215 Since 07/28/1998 Jurisdiction District of Columbia License type & number Mortgage Lender/Broker License 697 Since 01/01/1998 Jurisdiction District of Columbia License type & number Non-supervised jurisdiction for consumer finance lenders Since -- Jurisdiction State of Florida License type & number Correspondent Mortgage Lender Lic. 9901087 Since 05/14/1999 Jurisdiction State of Florida License type & number Consumer Finance License 160016 Since 03/08/2000 Jurisdiction State of Georgia License type & number Mortgage Lender License 13189 Since 02/16/1998 Jurisdiction State of Georgia License type & number Non-supervised state for consumer finance lenders Since Jurisdiction State of Hawaii License type & number Exempt from Mortgage Licensing - HUD approved Since 09/14/1999 Jurisdiction State of Idaho License type & number Mortgage Lender License 1521 Since 03/06/1998 Jurisdiction State of Idaho License type & number Mortgage Lender License # 995 Since 01/10/2000 Jurisdiction State of Illinois License type & number Residential Mortgage License #5538 Since 05/12/1999 Jurisdiction State of Indiana License type & number Loan Broker Registration 96-0082 LB Since 02/17/1998 Jurisdiction State of Iowa License type & number Mortgage Broker & Banker License 619 Since 03/30/1998 Jurisdiction State of Iowa License type & number Consumer Credit Code Notification Since 01/10/2000 Jurisdiction State of Kansas License type & number Mortgage Certificate of Registration 97-471 Since 12/18/1997 Jurisdiction Commonwealth of Kentucky License type & number Exempt from mortgage licensing because E-Loan is a HUD approved mortgagee. Since 09/14/1999 Jurisdiction State of Louisiana License type & number Exempt from licensing - Xxxxxx Mae approved Since 02/25/1998 Jurisdiction State of Louisiana License type & number Non-supervised state for consumer finance lenders Since Jurisdiction State of Maine License type & number Supervised Lender Lic. 1518; Branch Lic. SLB4652 Since 09/25/1998 Jurisdiction State of Maryland License type & number Mortgage Lenders License 6103 Since 03/23/2000 Jurisdiction State of Maryland License type & number Consumer Loan License 887 (CA) Since 03/17/2000 Jurisdiction Commonwealth of Massachusetts License type & number Small Loan Agency License Number SL0778. Certificate 0038434 Since 02/17/2000 Jurisdiction State of Michigan License type & number Registered Mortgage Broker & Lender No. FR0783 Since 10/12/1999 Jurisdiction State of Michigan License type & number Secondary Mortgage Broker/Lender Reg. No. SR-0569 Since 11/08/1999 Jurisdiction State of Minnesota License type & number Residential Mortgage Originator No. MO 20184170 Since 10/28/1997 Jurisdiction State of Mississippi License type & number Non-supervised state for mortgages Since 11/24/1997 Jurisdiction State of Mississippi License type & number Non-supervised state for consumer finance lenders Since -- Jurisdiction State of Missouri License type & number Exempt from mtg. lic. - Xxxxxx Xxx approved Since 02/25/1999 Jurisdiction State of Missouri License type & number Chapter 367 Small Loan Company License 367-99-574(CA); 000-00-000 (FL) Since 03/08/2000 Jurisdiction State of Montana License type & number Non-supervised state for mortgages Since 10/20/1997 Jurisdiction State of Nebraska License type & number Mortgage banker License Since 03/02/1998 Jurisdiction State of Nevada License type & number Exempt letter allowing us to originate mortgages online Since 12/18/1997 Jurisdiction State of New Hampshire License type & number First Mortgage Banker & Broker License No. 6103-MB Since 01/20/2000 Jurisdiction State of New Hampshire License type & number Second Mortgage Home Loan Lender License No. 7712-MHL Since 01/20/2000 Jurisdiction State of New Mexico License type & number Mortgage Certificate of Exemption/ Section 58-21-6(H) Since 01/27/1998 Jurisdiction State of New Mexico License type & number Non-supervised state for consumer finance lenders Since -- Jurisdiction State of New York License type & number File No. A004496 Since 03/06/1998 Jurisdiction State of North Carolina License type & number Mortgage Banker No. A 1467 Since 09/23/1998 Jurisdiction State of North Dakota License type & number Money Broker A-0499 Since 03/10/1998 Jurisdiction State of Ohio License type & number Exempt from first mtg. Lic. - Xxxxxx Mae approved Since 05/17/1999 Jurisdiction State of Oklahoma License type & number Exempt from Mortgage Licensing - Xxxxxx Xxx approved Since 02/25/1999 Jurisdiction State of Oregon License type & number Order to Transact Business Mtg. Bnkr/Br MB/B-1409 Since 02/12/1998 Jurisdiction Commonwealth of Pennsylvania License type & number First Mortgage Banker License No. 1549 Since 07/20/1999 Jurisdiction Commonwealth of Pennsylvania License type & number Secondary Mortgage Lender License No. 1857 Since 07/20/1999 Jurisdiction Commonwealth of Pennsylvania License type & number Consumer Discount Company Licenses 3373 (PA), 3374 (CA), 3375 (FL) Since 02/17/2000 Jurisdiction State of Rhode Island and Providence Plantations License type & number Licensed Lender 99001044 LL; Licensed Mtg. Loan Broker 200010086 LB Since 12/03/1999 Jurisdiction State of South Carolina License type & number Until Licensed, may lend if don't exceed 12% rate limit Since -- Jurisdiction State of South Dakota License type & number Mortgage Lender License #4118 ML Since 11/19/1997 Jurisdiction State of South Dakota License type & number Non-supervised state for consumer finance lenders Since -- Jurisdiction State of Tennessee License type & number Residential Lending & Brokerage 0000000375 Since 01/01/1998 Jurisdiction State of Texas License type & number Non-supervised state for first mortgages Since 12/06/1997 Jurisdiction State of Utah License type & number Residential First Mortgage Notification Since 01/16/1998 Jurisdiction State of Utah License type & number Consumer Credit Notification Since 01/20/2000 Jurisdiction State of Vermont License type & number Lender 4576 (CA), 4577 (FL), Xxx Xxxx 0000 XX (XX) Since 10/06/1998 Jurisdiction Commonwealth of Virginia License type & number Mortgage Lender and Broker License No. MLB-642 Since 12/13/1999 Jurisdiction State of Virginia License type & number Non-supervised state for consumer finance lenders Since -- Jurisdiction State of Washington License type & number Mortgage Broker License 510-MB-1007-00 Since 03/02/1998 Jurisdiction State of West Virginia License type & number Non-supervised state for mortgages Since 10/14/1997 Jurisdiction State of West Virginia License type & number Non-supervised state for consumer finance lenders Since -- Jurisdiction State of Wisconsin License type & number Mortgage Banker Certificate of Registration 1170 Since 09/21/1998 Jurisdiction State of Wyoming License type & number Non-supervised state for mortgages Since 10/15/1997

EXHIBIT F

NOTICES Notices to E-Loan, Inc.: E-Loan, Inc. 0000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000 Attn: Xxxxxxx Xxxxx, Vice President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxx X. Xxxxxxxx, Esq. E-Loan, Inc. 0000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Notices to Xxxxxxx Xxxxxx & Co., Inc.: Xxxxxxx Xxxxxx & Co., Inc. The Xxxxxx Building 000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxxxxxxxx X. Xxxxx Executive Vice-President & Chief Financial Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000

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MARKETING AGREEMENT by and between Charles Schwab & Co., Inc. and E-Loan Inc. made and entered into as of April 25, 2000 Recitals I Marketing Of E-Loan Services 1.1 Schwab Mortgage Website. 1.2 Access to the Schwab Mortgage Website. * 1.3 Customer...

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