Employment Agreement - E-Loan Inc. and Joe Kennedy


[E-LOAN LETTERHEAD]

March 26, 1999

THIS VERSION SUPERSEDES ALL PRIOR ITERATIONS

Joe Kennedy
2865 Shadywood
Troy, MI 48098

Dear Joe,

We are very excited about your joining E-LOAN and helping us to build the
leading brand in the online mortgage space. We have all the ingredients in place
to make the best attempt ever in developing the first nationally branded
multi-lender. We've set the pace for product presentation and price leadership;
we own the best name for brand recognition and we have not only the experience,
but the vision to stay ahead of the competition and fundamentally change the way
people finance their homes.

However, to win the game we need more than just a great product and a great
name. We need a world class person that can translate E-LOAN into a promise that
customers believe in and aspire to. We believe that you are the person who can
help us to accomplish this, as a key team member.

The following is contingent upon a reference check.

POSITION:               Senior Vice President of Marketing and Business
                        Development

START DATE:             February 22, 1999

                        STOCK OPTIONS:249,173 in options shares of E-LOAN common
                        stock. This represents 2% of the current, fully diluted
                        stock (including all outstanding warrants and options,
                        vested and unvested). The stock options shall vest
                        monthly and become exercisable in full on the date four
                        (4) years after your hire date. 25% of the options will
                        become vested as of the 1st anniversary of employment.
                        The balance of the options will vest on a monthly basis.
                        Such options shall be subject to the terms and
                        conditions of the Company's Stock Option Plan and Stock
                        Option Agreement, including vesting requirements. Option
                        price to be set at $6.00. All options will be fully
                        adjusted for events such as splits. E-LOAN agrees to
                        provide a process for cashless exercise in the event
                        that the stock becomes publicly traded. In the event of
                        a change in control, E-LOAN agrees to vest the unvested
                        portion of your options at the rate of 50% so they may
                        be exercised in conjunction with the change of control
                        under terms as favorable as those offered to any
                        shareholder. In the event of a change in control, you
                        will have the option of leaving your options unvested
                        and fairly adjusted or converted in accordance with the
                        acquiring company's requirements.




SALARY:                 $200,000 annually to be paid bi-weekly in accordance
                        with E-LOAN, Inc. payroll practices and policy. Eligible
                        for senior management bonus, if one is established.

BENEFITS:             

                        Health benefits will be offered to all employees. E-LOAN
                        contributes 70% of the actual monthly premium and the
                        employee contributes 30%. You will be eligible for all
                        management benefits programs. Upon the adoption of a
                        company plan, additional benefits will be offered.
                        E-LOAN does agree to reimburse you, with tax gross-up,
                        for the cost of your purchase of a $2 million Life
                        Insurance policy to benefit your family in the event of
                        your death, and for the cost of a Long-Term Disability
                        plan to provide you with $120,000 per year.

401K:                   You will be eligible upon adoption of the E-LOAN plan.

VACATION:               You are eligible for 4 weeks vacation each year of
                        employment.

RELOCATION:             E-LOAN will reimburse you for expense incurred in the
                        relocation of your and your family. Specifically, E-LOAN
                        will cover full reimbursement and tax gross-up as
                        necessary for: the physical move of your household goods
                        and automobiles; two house-hunting trips for you and
                        your family; house hunting services from a local
                        relocation vendor; temporary living expense and storage
                        of all household goods for up to 60 days; selling
                        commissions and fees to sell your current home; all
                        points, fees and closing costs on your purchase of a
                        home in the Bay Area; a bridge loan and long-term loan
                        assistance associated with the purchase of your new
                        home.

RESPONSIBILITIES:       Including but not limited to: creating and further
                        developing E-LOAN's overall brand and marketing plan
                        along with all associated projects and activities,
                        provide leadership in development of the strategy and
                        tactics for new customers. Execution of the marketing
                        plan. Creation of marketing campaigns to generate new
                        customers using both traditional print and broadcast
                        advertising. Responsible for all business development
                        opportunities.

SEVERANCE:              If your employment with E-LOAN is terminated by E-LOAN
                        other than for "Cause" (as defined below), then E-LOAN
                        will provide you with (i) a three month notice period,
                        (ii) twelve months salary and (iii) option vesting equal
                        to that which would have been achieved 12 months from
                        the actual severance date. Notwithstanding the
                        preceeding sentence, if your employment with E-LOAN is
                        terminated as a result of an "Involuntary Termination"
                        (as defined below) at any time within six (6) months
                        before or twelve (12) months after a "Change of Control"
                        (as defined below), then E-LOAN will provide you with 3
                        years of salary and full option vesting, including
                        gross-up for any taxation above standard individual tax
                        rates for ordinary income. If your employment with
                        E-LOAN terminates (i) voluntarily by you or (ii) for
                        Cause by E-LOAN,


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                        then you shall only be eligible for severance benefits
                        in accordance with the E-LOAN's established policies as
                        then in effect.

                        For this purpose, "Cause" is defined as: (i) an act of
                        dishonesty made by you in connection with your
                        responsibilities as an employee, (ii) your conviction
                        of, or plea of nolo contendere to, a felony, (iii) your
                        gross misconduct, or (iv) your failure to perform your
                        employment duties. For this purpose, "Change of Control"
                        of the Company is defined as: (i) any "person" (as such
                        term is used in Sections 13(d) and 14(d) of the
                        Securities Exchange Act of 1934, as amended) is or
                        becomes the "beneficial owner" (as defined in Rule 13d-3
                        under said Act), directly or indirectly, of securities
                        of the Company representing 50% or more of the total
                        voting power represented by the Company's then
                        outstanding voting securities; or (ii) a change in the
                        composition of the Board of Directors of the Company
                        occurring within a two-year period, as a result of which
                        fewer than a majority of the directors are Incumbent
                        Directors. "Incumbent Directors" shall mean directors
                        who either (A) are directors of the Company as of the
                        date hereof, or (B) are elected, or nominated for
                        election, to the Board of Directors of the Company with
                        the affirmative votes of at least a majority of the
                        Incumbent Directors at the time of such election or
                        nomination (but shall not include an individual whose
                        election or nomination is in connection with an actual
                        or threatened proxy contest relating to the election of
                        directors to the Company); or (iii) the date of the
                        consummation of a merger or consolidation of the Company
                        with any other corporation that has been approved by the
                        stockholders of the Company, other than a merger or
                        consolidation which would result in the voting
                        securities of the Company outstanding immediately prior
                        thereto continuing to represent (either by remaining
                        outstanding or by being converted into voting securities
                        of the surviving entity) more than fifty percent (50%)
                        of the total voting power represented by the voting
                        securities of the Company or such surviving entity
                        outstanding immediately after such merger or
                        consolidation, or the stockholders of the Company
                        approve a plan of complete liquidation of the Company;
                        or (iv) the date of the consummation of the sale or
                        disposition by the Company of all or substantially all
                        the Company's assets. For this purpose, "Involuntary
                        Termination" shall mean (i) without your consent, the
                        significant reduction of your duties or responsibilities
                        relative to your duties or responsibilities in effect
                        immediately prior to such reduction; (ii) without your
                        consent, a significant reduction by the Company in your
                        Base Salary as in effect immediately prior to such
                        reduction; (iii) a significant reduction by the Company
                        in the kind or level of employee benefits to which you
                        are entitled immediately prior to such reduction with
                        the result that your overall benefits package is
                        significantly reduced; or (iv) any purported termination
                        of you by the Company which is not effected by virtue of
                        your death, permanent and total disability, or for
                        Cause.



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Joe, we look forward to your working with the E-LOAN team. Please feel free to
call us if you have any questions, concerns or comments.

Sincerely,

/s/ CHRIS LARSEN                                   /s/ JANINA PAWLOWSKI
Chris Larsen                                       Janina Pawlowski
CEO                                                President



To indicate your acceptance of E-LOAN's offer, please sign and date this letter
in the space provided below and return it to me. A duplicate original is
enclosed for your records. This letter, along with any agreement relating to
proprietary rights between you and E-LOAN, set forth the terms of your
employment with E-LOAN and supersedes any prior representation or agreements,
whether written or oral. This letter may not be modified or amended except by a
written agreement, signed by the CEO of E-LOAN and you. Please review the
attached Addendum that explains our Conflict of Interest policy.



/s/ JOE KENNEDY                             3/30/99
-------------------------------             -------------------------------
    Joe Kennedy                                      Date



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Addendum:


CONFLICT OF INTEREST: You agree that, during the term of your employment with
E-LOAN, you will not engage in any other business, occupation, consulting or
other business activity directly related to the business in which E-LOAN is now
involved or becomes involved during the term of your employment, nor will you
engage in any other activities that conflict with your obligations to E-LOAN.



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