Agreement and Plan of Reorganization - E-Loan Inc., Banc of America Auto Finance Corp., Robert F. Ferber, and Electronic Vehicle Remarketing Inc.


                      AGREEMENT AND PLAN OF REORGANIZATION

        This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as
of August 23, 1999, is among E-Loan, Inc., a Delaware corporation ("Purchaser"),
Banc of America Auto Finance Corp., a Delaware corporation ("Bank of America"),
Robert F. Ferber, a resident of the state of New York ("Ferber"), and the
persons and entities named on the signature page hereof (the "Non-Bank
Stockholders" and each a "Non-Bank Stockholder"; Bank of America, Ferber and the
Non-Bank Stockholders are collectively referred to herein as the
"Stockholders").

                                    RECITALS

        WHEREAS, Electronic Vehicle Remarketing, Inc., a Delaware corporation
("EVRI"), has issued and outstanding 679,820 shares of common stock, par value
$.01 per share (the "Common Stock"), constituting all of the issued and
outstanding capital stock of EVRI;

        WHEREAS, Bank of America is the owner and registered holder of 80.61% of
the issued and outstanding Common Stock, and Ferber and the Non-Bank
Stockholders are the owners and registered holders of 19.39% of the issued and
outstanding Common Stock, each Stockholder being the holder of the number of
shares of Common Stock set forth opposite its name on Schedule 1 attached hereto
and made a part hereof;

        WHEREAS, Ferber is the founder of EVRI and has been the President of
EVRI since its incorporation;

        WHEREAS, the Purchaser desires to acquire from the Stockholders, and the
Stockholders desire to sell to the Purchaser, all of the issued and outstanding
shares of Common Stock on the terms and conditions provided herein.

        NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and intending to be legally bound, Purchaser, and the
Stockholders hereby agree as follows:

                               ARTICLE 1. EXCHANGE

        1.1    Exchange of Shares.

                (a)     On the Closing Date (as hereinafter defined) and subject
                        to the terms and conditions set forth herein, (i) the
                        Stockholders shall transfer, assign and deliver to
                        Purchaser all of the then issued and outstanding shares
                        of capital stock of EVRI (the "EVRI shares"), and (ii)
                        Purchaser shall issue to the Stockholders in




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                        exchange therefor (the "Exchange") an aggregate of
                        2,880,000 shares of the voting common stock, par value
                        $.001 per share, of Purchaser (the "Purchaser Stock").
                        The number of shares of Purchaser Stock to be issued to
                        each Stockholder will be determined by multiplying the
                        aggregate number of shares of Purchaser Stock (the
                        "Purchaser Shares") to be issued to the Stockholders as
                        determined in accordance with the preceding sentence by
                        a fraction, the numerator of which is the number of EVRI
                        Shares held by such Stockholder and the denominator of
                        which is the total number of EVRI Shares then
                        outstanding (a Stockholder's "Pro Rata Interest").
                        Schedule 1.1 sets forth the number of shares of
                        Purchaser Stock to be issued to each Stockholder in the
                        Exchange, based on the current holdings of EVRI Shares
                        by the respective Stockholders. In the event of any
                        stock split, dividend paid in stock, recapitalization or
                        reclassification with respect to Purchaser Stock prior
                        to the Closing, the number of Purchaser Shares (and if
                        appropriate the type of security) will be appropriately
                        adjusted.

                (b)     No fractions of Purchaser Stock will be issued in
                        connection with Purchaser's issuance of Purchaser Shares
                        in the Exchange. In lieu of the issuance of any such
                        fractional share, Purchaser will pay to the Stockholder
                        who would otherwise be entitled to receive such
                        fractional share an amount in cash determined by
                        multiplying (i) $23.26 by (ii) the fraction of a share
                        (rounded to the nearest thousandth when expressed in
                        decimal form) of Purchaser Stock to which such
                        Stockholder would otherwise be entitled to receive
                        pursuant to this Section 1.1.

        1.2 Dividends. The Stockholders shall be entitled to receive from EVRI
any and all dividends declared upon the Common Stock (whether payable in cash,
securities or other property, a "Common Stock Dividend"), provided that the
record date for any such Common Stock Dividend is a date prior to the Closing
Date, and provided further that any such Common Stock Dividend is specifically
contemplated in Schedule 3.2(a) hereto.

        1.3 Closing. Subject to the terms and conditions of this Agreement, the
closing of the Exchange (the "Closing") shall take place (a) at the offices of
Bank of America Corporation, 100 North Tryon Street, Charlotte, North Carolina,
at 2:00 p.m. local time on the day that is no later than the third business day
that is after the satisfaction or waiver of the conditions contained in Article
4 of this Agreement, or (b) at such other time, date or place as the parties
hereto may agree. The date on which the Closing occurs is hereinafter referred
to as the "Closing Date". At the Closing, Purchaser shall deliver to each of the
Stockholders, or the duly authorized agent of any Stockholder,



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share certificates representing shares of Purchaser Stock (bearing the legends
prescribed in Schedule 1.3 attached hereto and made a part hereof) in the
respective amounts to which each is entitled in accordance with Section 1.1,
together with payment for any fractional share, against delivery to Purchaser of
certificates for the EVRI Shares to be transferred in the Exchange, duly
endorsed or accompanied by stock powers duly executed in blank, with signatures
guaranteed by an entity whose guaranty is acceptable for the transfer of shares
of Purchaser Stock. Each Stockholder shall provide to Purchaser in writing prior
to the Closing Date such Stockholder's mailing address, taxpayer identification
number and any other stockholder information normally required by the transfer
agent and registrar of Purchaser Stock.

        1.4 Tax-Free Reorganization. The Parties intend that the Exchange be
treated as a tax-free plan of reorganization under Section 368(a) of the Code,
the Purchaser Stock issued in the Exchange be issued solely in exchange for the
EVRI Shares, and no other transaction be an adjustment to the consideration paid
for the EVRI Shares. The Parties intend that no consideration that could
constitute "other property" within the meaning of Section 356(a) of the Code is
being transferred by Purchaser for the EVRI Shares. The parties shall not take a
position on any tax return or before any taxing authority that is inconsistent
with this Section 1.4 unless otherwise required by a final and binding
determination or resolution of a governmental body with appropriate
jurisdiction, and each party agrees to promptly notify the other party of any
assertion by a taxing authority of a position that is inconsistent with this
Section 1.4. No party represents or warrants that the Exchange and the other
transactions contemplated herein and in the exhibits hereto will qualify as a
reorganization under the Code.

                    ARTICLE 2. REPRESENTATIONS AND WARRANTIES

        2.1 Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to the Stockholders as follows:

                (a)     Organization and Good Standing. Purchaser is a
                        corporation duly organized, validly existing and in good
                        standing under the laws of the State of Delaware.

                (b)     Subsidiaries. Schedule 2.1(b) sets forth for each
                        subsidiary of Purchaser (i) its name and jurisdiction of
                        incorporation, and (ii) the percentage of such Person's
                        issued and outstanding shares of capital stock owned by
                        Purchaser.

                (c)     Power and Authorization. Purchaser has the legal right,
                        power and authority to enter into and perform its
                        obligations under this Agreement and the other
                        agreements and documents required to be delivered by it
                        hereunder. The



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                        execution, delivery and performance by Purchaser of this
                        Agreement have been duly authorized by all necessary
                        corporate action on the part of Purchaser. This
                        Agreement constitutes the legal, valid and binding
                        obligation of Purchaser, enforceable against it in
                        accordance with its terms.

                (d)     Consents and Approvals; No Violation. Neither the
                        execution and delivery of this Agreement by Purchaser
                        nor consummation of the transactions contemplated hereby
                        will (i) conflict with or result in any breach of any
                        provision of the certificate of incorporation or bylaws
                        of Purchaser, (ii) require any consent, approval,
                        authorization or permit of, or filing with or
                        notification to, any governmental or regulatory
                        authority, except (A) any filings required under the HSR
                        Act and, if so required, compliance with the applicable
                        HSR Act waiting period, (B) any filings required under
                        applicable securities laws and regulations, and (C) any
                        approvals or filings required to be obtained or made by
                        Bank of America and the other Stockholders, (iii)
                        violate any constitution or material statute,
                        regulation, rule, injunction, judgment, order, decree,
                        ruling, charge, or other restriction of any government,
                        governmental agency, or court to which Purchaser is
                        subject, or (iv) conflict with, result in a breach of,
                        constitute a default under, result in the acceleration
                        of, create in any party the right to accelerate,
                        terminate, modify, or cancel, or require any notice
                        under any material agreement, contract, lease, license,
                        instrument, or other arrangement to which Purchaser is a
                        party or by which it is bound or to which any of its
                        assets is subject.

                (e)     Legal Proceedings. There are no legal, administrative,
                        arbitral or other actions, claims, suits or proceedings
                        or investigations instituted or pending or, to the
                        knowledge of Purchaser's management, threatened against
                        Purchaser, or against any property, asset, interest or
                        right of Purchaser, that might reasonably be expected to
                        have a Material Adverse Effect or that might reasonably
                        be expected to threaten or impede the consummation of
                        the transactions contemplated by this Agreement.

                (f)     Purchaser Stock. The Purchaser Stock to be issued
                        pursuant to the provisions of this Agreement will, upon
                        such issuance, be duly authorized, legally and validly
                        issued, and fully paid and nonassessable.



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                (g)     Purchase for Investment. Purchaser is not acquiring the
                        EVRI Shares with a view to or for sale in connection
                        with any distribution thereof within the meaning of the
                        Securities Act of 1933, as amended (the "Securities
                        Act"), and Purchaser will not transfer or otherwise
                        dispose of the Shares except in a transaction registered
                        or exempt from registration under the Securities Act.

                (h)     Financial Condition. The audited financial statements of
                        Purchaser for the fiscal year ended December 31, 1998,
                        and the unaudited financial statements of Purchaser for
                        the quarters ended March 31, 1999, and June 30, 1999
                        (collectively, the "Purchaser Financial Statements")
                        present fairly the financial position, results of
                        operations and cash flows of Purchaser at the dates and
                        for the fiscal periods then ended, in accordance with
                        GAAP (except, with respect to the unaudited interim
                        Purchaser Financial Statements, for the absence of
                        footnotes thereto and subject to customary year end
                        adjustments). Purchaser has delivered true and complete
                        copies of the Purchaser Financial Statements to each of
                        the Stockholders or any authorized agent of any
                        Stockholder.

                (i)     No Adverse Change. Since June 30, 1999, there has been
                        no Material Adverse Change in the business, financial
                        condition, results of operations, assets or liabilities
                        of Purchaser.

                (j)     No Brokers. Neither Purchaser nor any of its
                        subsidiaries has any liability or obligation to pay any
                        fees or commissions to any broker, finder, or agent with
                        respect to the transactions contemplated by this
                        Agreement for which any Stockholder could become liable
                        or obligated.

                (k)     Other Matters. Purchaser has not taken and has not
                        agreed to take any action, and has no knowledge of any
                        fact or circumstances, that would materially impede or
                        delay the consummation of the transactions contemplated
                        hereby.

                (l)     Disclosure. The representations and warranties of
                        Purchaser contained in this Agreement and in any
                        agreement, certificate, affidavit, statutory declaration
                        or other document delivered or given pursuant to this
                        Agreement are true and correct and do not contain any
                        untrue statement of a material fact or omit to state a
                        material fact necessary to make the statements




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                        contained in such representations and warranties not
                        misleading to the Stockholders.

        2.2 Representations and Warranties of Stockholders. Each Stockholder
hereby severally (and not jointly with respect to the other Stockholders)
represents and warrants to Purchaser as follows:

                (a)     Ownership of Shares. As of the date of this Agreement
                        and, as of the Closing Date, such Stockholder owns and
                        shall own of record and beneficially the EVRI Shares set
                        forth on Schedule 1 opposite such Stockholder's name and
                        such EVRI Shares constitute all of the shares of Common
                        Stock owned of record or beneficially by such
                        Stockholder. Except as set forth in the Amended and
                        Restated Stockholders' Agreement by and among Bank of
                        America, Ferber and the Non-Bank Stockholders dated July
                        19, 1999, a copy of which has been delivered to
                        Purchaser, (the "Stockholders' Agreement"), such
                        Stockholder holds its EVRI Shares free and clear of any
                        restrictions on transfer (other than restrictions under
                        the Securities Act and state securities laws), taxes,
                        security interests, options, warrants, purchase rights,
                        contracts, commitments, equities, claims, and demands.
                        Such Stockholder is not a party to any option, warrant,
                        purchase right, or other contract or commitment that
                        could require the Stockholder to sell, transfer, or
                        otherwise dispose of any capital stock of EVRI (other
                        than this Agreement and the Stockholders' Agreement).
                        The Stockholders Agreement imposes no restriction on the
                        transfer of EVRI Shares to Purchaser pursuant to this
                        Agreement (or any such restriction has been validly
                        waived) and no person shall have any rights whatsoever
                        under the Stockholders Agreement with respect to such
                        transfer or any future transfer by Purchaser of the EVRI
                        Shares. Such Stockholder is not a party to any voting
                        trust, proxy, or other agreement or understanding with
                        respect to the voting of any capital stock of EVRI. Such
                        Stockholder will not sell or transfer any EVRI Shares
                        prior to the earlier of the Closing or the termination
                        of this Agreement, unless the prior written consent of
                        Purchaser shall have been obtained. Upon transfer and
                        delivery by such Stockholder to Purchaser of the EVRI
                        Shares owned by such Stockholder pursuant to this
                        Agreement, Purchaser shall acquire ownership of such
                        shares, free and clear of all adverse claims (other than
                        any created by or through Purchaser).

                (b)     Organization and Good Standing of Certain Stockholders.
                        Schedule 2.2(b) shows the residence of each Stockholder,



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                        including the principal office of each Stockholder which
                        is not a natural person. Schedule 2.2(b) identifies each
                        Stockholder which is not a natural person, provides a
                        description of the legal nature of such Stockholder
                        including the jurisdiction under whose laws it is
                        organized, its authorized signatories, and (unless its
                        shares or other equity interests are publicly traded in
                        an established market) the names of any 10% or greater
                        beneficial owner. The residence of each Stockholder,
                        including those who are natural persons, is shown in
                        Schedule 2.2(b). If the Stockholder is a corporation,
                        the Stockholder is duly organized, validly existing, and
                        in good standing under the laws of the jurisdiction of
                        its incorporation.

                (c)     Power and Authorization. Such Stockholder has full power
                        and authority (including, if the Stockholder is a
                        corporation, full corporate power and authority) to
                        execute and deliver this Agreement and to perform his or
                        its obligations hereunder. This Agreement constitutes
                        the valid and legally binding obligation of such
                        Stockholder, enforceable in accordance with its terms
                        and conditions. Except any filings required to be made
                        by Bank of America or its Affiliates with the Board of
                        Governors of the Federal Reserve System and Office of
                        the Comptroller of the Currency or the Federal Trade
                        Commission, the Stockholder need not give any notice to,
                        make any filing with, or obtain any authorization,
                        consent, or approval of any government or governmental
                        agency in order to consummate the transactions
                        contemplated by this Agreement.

                (d)     No Violation. Neither the execution and the delivery of
                        this Agreement, nor the consummation of the transactions
                        contemplated hereby, will (i) violate any constitution
                        or material statute, regulation, rule, injunction,
                        judgment, order, decree, ruling, charge, or other
                        restriction of any government, governmental agency, or
                        court to which the Stockholder is subject or, if such
                        Stockholder is a corporation, any provision of its
                        certificate of incorporation or bylaws, or (ii) conflict
                        with, result in a breach of, constitute a default under,
                        result in the acceleration of, create in any party the
                        right to accelerate, terminate, modify, or cancel, or
                        require any notice under any material agreement,
                        contract, lease, license, instrument, or other
                        arrangement to which the Stockholder is a party or by
                        which he or it is bound or to which any of his or its
                        assets is subject.



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                (e)     Legal Proceedings. There are no legal, administrative,
                        arbitral or other actions, claims, suits or proceedings
                        or investigations instituted or pending or, to the
                        knowledge of any Stockholder, threatened against any
                        such Stockholder that might reasonably be expected to
                        have a Material Adverse Effect or that might reasonably
                        be expected to threaten or impede the consummation of
                        the transactions contemplated by this Agreement.

                (f)     Investment. The Stockholder (i) understands that the
                        Purchaser Stock to be issued in the Exchange has not
                        been registered under the Securities Act, or under any
                        state securities laws, and are being offered and sold in
                        reliance upon federal and state exemptions for
                        transactions not involving any public offering, (ii) is
                        acquiring the Purchaser Stock solely for his or its own
                        account for investment purposes, and not with a view to
                        the distribution thereof, (iii) is a sophisticated
                        investor with knowledge and experience in business and
                        financial matters and is an "accredited investor" within
                        the meaning of Rule 501 promulgated under the Securities
                        Act, (iv) has received a copy of Purchaser's SEC Filings
                        and has had the opportunity to obtain additional
                        information as desired in order to evaluate the merits
                        and the risks inherent in holding the Purchaser Stock,
                        (v) understands that the Purchaser Shares cannot be sold
                        or otherwise transferred unless registered pursuant to
                        the Securities Act or an exemption from registration is
                        available (such as Rule 144 promulgated under the
                        Securities Act, which requires a one-year holding period
                        and imposes certain other constraints), and is able to
                        bear the economic risk and lack of liquidity inherent in
                        holding the Purchaser Stock (notwithstanding any such
                        Stockholder's ability to transfer or dispose of such
                        shares of Purchaser Stock in one or more transactions
                        that are exempt from or otherwise not in violation of
                        the Securities Act and the rules and regulations
                        thereunder), and (vi) understands that the certificates
                        evidencing the Purchaser Stock may bear the legend(s)
                        set forth on Schedule 1.3 attached hereto and made a
                        part hereof.

                (g)     No Brokers. Excluding fees to be paid to Morgan Stanley
                        Dean Witter pursuant to the letter agreement which has
                        been heretofore disclosed to Purchaser, none of the
                        Stockholders has entered into any contract, arrangement
                        or understanding with any person or firm which may
                        result in any obligation of EVRI or Purchaser to pay any
                        finder's fees, brokerage or agent's commissions or other
                        like payment in 



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                        connection with the negotiations leading to this
                        Agreement or consummation of the transactions
                        contemplated by this Agreement except for any payment to
                        be made by EVRI immediately preceding the Closing as
                        specifically set forth in Schedule 2.2(g).

                (h)     Other Matters. None of the Stockholders has taken or
                        agreed to take any action, or has any knowledge of any
                        fact or circumstances, that would materially impede or
                        delay the consummation of the transactions contemplated
                        hereby.

                (i)     Disclosure. The representations and warranties of such
                        Stockholder contained in this Agreement and in any
                        agreement, certificate, affidavit, statutory declaration
                        or other document delivered or given pursuant to this
                        Agreement are true and correct and do not contain any
                        untrue statement of a material fact or omit to state a
                        material fact necessary to make the statements contained
                        in such representations and warranties not misleading to
                        Purchaser.

        2.3 Representations and Warranties Concerning EVRI. Bank of America
hereby represents and warrants to Purchaser as follows:

                (a)     Organization; Qualification; Good Standing; Corporate
                        Power. EVRI is a corporation duly organized, validly
                        existing and in good standing under the laws of the
                        State of Delaware and is duly qualified to do business
                        and is in good standing in each jurisdiction in which
                        the nature of the business conducted or the properties
                        or assets owned or leased by it makes such qualification
                        necessary. EVRI has the corporate power and authority to
                        carry on its business as it is now conducted, to own,
                        lease, and operate its properties.

                (b)     Capitalization. The authorized capitalization of EVRI
                        consists solely of three million (3,000,000) shares,
                        consisting of (i) two million (2,000,000) shares of
                        Common Stock, par value $.01 per share, and (ii) one
                        million (1,000,000) shares of Preferred Stock, par value
                        $.01 per share, of which no shares of Preferred Stock
                        are issued and outstanding and an aggregate of 679,820
                        shares of Common Stock are issued and outstanding, all
                        of which are owned by the Stockholders and which
                        represent 100% of the issued and outstanding capital
                        stock of EVRI. No stock is held in the treasury of EVRI.
                        All of the EVRI Shares are validly issued, fully paid,
                        and nonassessable. To the knowledge of the management of
                        Bank of America and its Affiliates, including EVRI



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                        (collectively, the "Management"), none of the EVRI
                        Shares has been issued in violation of the securities or
                        blue sky laws of the United States or any state or
                        territory thereof. EVRI is not the owner, directly or
                        indirectly, of any debt, equity, or other proprietary
                        interest in any other corporation, joint venture,
                        partnership, entity, association, or other business.
                        There is no subscription, option, warrant, call, right,
                        agreement or commitment relating to the issuance, sale,
                        delivery or transfer by the Stockholders or EVRI
                        (including any right of conversion or exchange under any
                        outstanding security or other instrument) of any of the
                        EVRI Shares or any other equity securities of EVRI
                        (other than the Stockholders' Agreement). Upon
                        consummation of the transactions contemplated hereby,
                        Purchaser will acquire good and valid title to all of
                        the EVRI Shares free and clear of all pledges security
                        interests, liens, charges, encumbrances, equities,
                        claims and options of whatever nature.

                (c)     Government Approvals. No notice to, filing with,
                        authorization of, exemption by, or order or consent or
                        approval of, any public body, court, regulatory agency
                        or other governmental authority is necessary for the
                        consummation by EVRI of the transactions contemplated by
                        this Agreement. EVRI has not received any notice from
                        any federal, state, or other governmental agency
                        indicating that, and the Management has no reason to
                        believe that, such agency would oppose or not grant or
                        issue its consent or approval, if required, with respect
                        to the transactions contemplated hereby or that any such
                        agency would impose conditions on any required consents
                        or approvals which are materially adverse to Purchaser
                        or EVRI or which would make the transactions
                        contemplated hereby impracticable from the perspective
                        of Purchaser to complete in the manner contemplated
                        hereby and thereby.

                (d)     No Violation, Consents. Except as set forth in Schedule
                        2.3(d), neither the execution and delivery of this
                        Agreement nor the consummation of the transactions
                        contemplated hereby, with or without the giving of
                        notice or the lapse of time, or both, will: (i) violate,
                        conflict with, require any consent under, result in the
                        breach or termination of, constitute a default under,
                        accelerate the performance required by, or result in the
                        creation of any lien, charge or encumbrance upon the
                        EVRI Shares or any material lien, charge or encumbrance
                        upon the properties or assets of EVRI pursuant to any
                        indenture, mortgage, deed of trust, or




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                        other agreement or instrument to which EVRI is a party
                        or by which it or its properties or assets may be bound;
                        or (ii) violate, require that any consent be obtained
                        pursuant to, or require that any filing be made under,
                        any statute, rule, regulation, judgment, decree or order
                        (each a "Law") applicable to EVRI except for violations
                        of Law (but not consents or filings) which, individually
                        or in the aggregate, would not have a Material Adverse
                        Effect.

                (e)     Government Licenses, Certificates, Etc. EVRI, either
                        directly or through its status as an Affiliate of Bank
                        of America, holds all material licenses, certificates,
                        permits, franchises, and rights from all appropriate
                        federal, state, or other governmental authorities
                        necessary for the conduct of its business and, to the
                        knowledge of the Management, has conducted its business
                        so as to comply in all material respects with all
                        applicable federal, state, and local statutes,
                        ordinances, regulations, or rules. Except as set forth
                        in Schedule 2.3(e), to the knowledge of Management, no
                        government permits, licenses, franchises or certificates
                        will be required for EVRI to conduct its normal business
                        for so long as Bank of America and its Affiliates
                        perform the Services contemplated under the Transition
                        Services Agreement attached as Exhibit 3.5 hereto,
                        except for generic business permits and state
                        qualifications to transact business as a foreign
                        corporation. EVRI has not been charged with, and, to the
                        knowledge of the Management, EVRI is not under
                        governmental investigation with respect to any actual or
                        alleged material violations of any statute, ordinance,
                        regulation, or rule. EVRI is not the subject of any
                        pending or, to the knowledge of the Management,
                        threatened proceeding by any regulatory authority having
                        jurisdiction over EVRI's business, properties, or
                        operations.

                (f)     Legal Proceedings. As of the date of this Agreement,
                        there are no actions, suits, proceedings, or
                        investigations of any nature pending or, to the
                        knowledge of the Management, threatened against EVRI
                        which could reasonably be expected to materially
                        adversely affect the Stockholders' obligations hereunder
                        or which challenge the validity or legality of the
                        transactions contemplated by this Agreement or that
                        might result in the imposition of a lien or encumbrance
                        on the EVRI Shares or any asset or properties of EVRI or
                        otherwise adversely affect the EVRI Shares or such
                        assets or properties or have Material Adverse Affect.
                        Schedule 2.3(f) describes all litigation or other
                        claims, actions and proceedings (including



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                        arbitration or mediation proceedings) which are pending
                        or, to the knowledge of the Management, threatened
                        against EVRI, its assets or properties. EVRI is not
                        subject to or in default with respect to, nor are any of
                        its assets subject to, any outstanding judgment, order,
                        or decree of any court or of any governmental agency or
                        instrumentality which would have a Material Adverse
                        Effect.

                (g)     Financial Statements. The unaudited financial statements
                        of EVRI for the fiscal years ended December 31, 1998,
                        1997 and 1996, and the unaudited balance sheet and
                        income statement of EVRI for the four month period ended
                        April 30, 1999 (collectively, the "EVRI Financial
                        Statements") present the financial position and results
                        of operations as reflected in the books and records of
                        EVRI, with adjustments necessary to reflect the
                        financial position and results of operations of EVRI's
                        CarFinance.com division as a stand-alone going concern
                        without the impact of the PriceAutoOutlet.com and
                        DDonline.com divisions. Bank of America has delivered
                        true and complete copies of the EVRI Financial
                        Statements to Purchaser.

                (h)     No Adverse Change. Since April 30, 1999, there has been
                        no Material Adverse Change in the business, financial
                        condition, results of operations, assets or liabilities
                        of EVRI, or any material transaction not in the ordinary
                        course of business, except as described in Schedule
                        2.3(h) hereto.

                (i)     Taxes. Except as set forth on Schedule 2.3(i) hereto:

                        (i)     All Tax Returns required to be filed by or on
                                behalf of EVRI have been timely filed, and all
                                such Tax Returns filed are complete and accurate
                                in all material respects.

                        (ii)    There is no audit examination, deficiency or
                                refund litigation or matter that has been raised
                                by a taxing authority with respect to any
                                previously filed Tax Returns of EVRI or any
                                prior Tax payments or periods that could
                                reasonably be expected to result in a
                                determination the effect of which would have a
                                Material Adverse Effect.

                        (iii)   EVRI has not executed an extension or waiver of
                                any statute of limitations on the assessment or
                                collection




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                                of any Tax due that is currently in effect.

                        (iv)    Adequate provision for any Taxes due or to
                                become due for EVRI for any period or periods
                                through and including June 30, 1999, has been
                                made and is included in the EVRI Financial
                                Statements. Deferred Taxes of EVRI reflected in
                                the EVRI Financial Statements are adequate,
                                subject in the case of interim financial
                                statements to normal recurring year end
                                adjustments.

                        (v)     EVRI has collected and withheld all Taxes which
                                it has been required to collect or withhold and
                                has timely submitted all such collected and
                                withheld amounts to the appropriate authorities.
                                EVRI is in compliance with the back-up
                                withholding and information reporting
                                requirements under the Code and any state, local
                                or foreign laws, and the rules and regulations
                                thereunder.

                        (vi)    EVRI has not made any payments, is not obligated
                                to make any payments, and is not a party to any
                                contract, agreement or other arrangement that
                                could obligate it to make any payments that
                                would be disallowed as a deduction under Section
                                280G, 162(m) or 404 of the Code.

                        (vii)   There are no liens with respect to Taxes upon
                                any of the assets of EVRI.

                        (viii)  EVRI has not filed any consent under Section
                                341(f) of the Code concerning collapsible
                                corporations.

                        (ix)    EVRI does not have and has not had a permanent
                                establishment in any foreign country, as defined
                                in any applicable tax treaty or convention
                                between the United States and such foreign
                                country.

                        (x)     EVRI is (and will be at the Effective Time) a
                                member of the consolidated group of which Bank
                                of America is the common parent.

                        (xi)    Bank of America has not made any election (i) to
                                reattribute losses of EVRI under Treasury
                                Regulation Section 1.1502-20(g) or (ii) to
                                apportion any consolidated Section 382
                                limitation under Treasury




                                       13

   14
                                Regulation Section 1.1502-95T(c) (other than an
                                apportionment to EVRI in accordance with the
                                consolidated return regulations) or any similar
                                provision.

                (j)     Benefit Plans.

                        (i)     Schedule 2.3(j) sets forth the employee benefit
                                plans and fringe benefits in which Employees
                                participate immediately prior to the Closing
                                Date (the "Bank of America Plans"). Bank of
                                America has made, or at Purchaser's request will
                                make, available to Purchaser summary
                                descriptions of the Bank of America Plans.
                                Except as set forth on Schedule 2.3(j), all Bank
                                of America Plans are sponsored by EVRI's parent
                                company, Bank of America Corporation, and
                                Purchaser shall not assume sponsorship of, or
                                liability under, any Bank of America Plan. For
                                purposes of this Agreement, "employee benefit
                                plans and other fringe benefits" includes,
                                without limitation, pension and profit sharing
                                plans, retirement and post retirement welfare
                                benefits, health insurance benefits (medical,
                                dental and vision), disability, life and
                                accident insurance, sickness benefits, vacation,
                                employee loans and banking privileges.

                        (ii)    Each Bank of America Plan subject to the
                                Employee Retirement Income Security Act of 1974,
                                as amended ("ERISA Plan") is in substantial
                                compliance, in form and operation, in all
                                material respects with all applicable laws and
                                has been administered in all material respects
                                in accordance with its terms. To the knowledge
                                of either Ferber or the management of Bank of
                                America, no event has occurred and no condition
                                exists with respect to any ERISA Plan which is
                                likely to subject Purchaser, directly or
                                indirectly (through an indemnification agreement
                                or otherwise), to any material liability
                                (including, without limitation, liability for
                                taxes, breach of fiduciary duty, or for a
                                "prohibited transaction" within the meaning of
                                Section 406 of ERISA or Section 4975 of the
                                Code). There is no action, suit, or claim (other
                                than routine claims for benefits in the ordinary
                                course) with respect to any ERISA Plan pending
                                or threatened which is reasonably likely to have
                                a Material Adverse Effect. Each ERISA Plan
                                intended to be a qualified plan under Section



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                                401(a) of the Code is so qualified and a
                                favorable determination letter as to
                                qualification under Section 401(a) of the Code
                                has been issued and the related trust has been
                                determined to be exempt from taxation under
                                Section 501(a) of the Code. All contributions
                                and premium payments required to have been made
                                or accrued under or with respect to any ERISA
                                Plan have been timely made or accrued.

                (k)     Employees. Set forth in Schedule 2.3(k) hereto is a list
                        of all persons employed by Bank of America or its
                        Affiliates to support EVRI as of the date of this
                        Agreement (the "Employees"). Also set forth on such
                        Schedule is a listing of all written (and any known
                        oral) employment, severance, non-competition, and
                        similar agreements between EVRI and the Employees,
                        copies of which have been provided to Purchaser. EVRI
                        has previously provided Purchaser with details regarding
                        the amount of base salary currently being paid to each
                        Employee on an annualized basis, as well as the amount
                        and terms of any applicable bonus or other incentive
                        compensation arrangements. As of the Closing Date, there
                        will be no persons employed by EVRI.

                (l)     Properties. Schedule 2.3(l) identifies all real property
                        owned or leased by EVRI. Except as set forth in said
                        Schedule 2.3(l), EVRI has good and marketable title to,
                        or a valid leasehold interest in, all of its real and
                        personal property, including those properties reflected
                        on the balance sheet included in the Financial
                        Statements, free, clear, and discharged of, and from,
                        any and all liens, charges, encumbrances, security
                        interests, and/or equities of any conceivable kind or
                        character whatsoever, except easements and restrictions
                        which do not materially adversely affect the use of the
                        property or materially detract from the value of any
                        individual property and except for liens for current
                        taxes not yet due and payable or which may be paid
                        without interest or penalty subsequent to the date of
                        this Agreement, and except those since sold or otherwise
                        disposed of in the ordinary course of business.

                (m)     Intellectual Property. Schedule 2.3(m)(i) lists each
                        registration which has been issued to EVRI with respect
                        to any of its Intellectual Property, lists each pending
                        application for registration which EVRI has made with
                        respect to any of its Intellectual Property, lists each
                        license, agreement, or other permission which EVRI has
                        granted to any third party




                                       15

   16
                        with respect to any of its Intellectual Property
                        ("Out-Licensed Intellectual Property") and lists each
                        license, agreement or other permission which any third
                        party (including Bank of America or its affiliates) have
                        granted to EVRI with respect to Intellectual Property
                        ("In-Licensed Intellectual Property). Schedule
                        2.3(m)(ii) lists any proceedings before any court,
                        arbitrator or government agency related to any of EVRI's
                        Intellectual Property. To the Management's knowledge,
                        all fees required to be paid and all documents required
                        to be filed by EVRI to date in each pending registration
                        of EVRI Intellectual Property have been paid and filed.
                        The licenses, agreements and permissions listed in
                        Schedule 2.3(m)(i) are in full force and effect and will
                        not be breached by, nor will the other parties thereto
                        acquire any termination or other rights thereunder as a
                        result of, the execution or consummation of this
                        Agreement. Except as set forth on Schedule 2.3(m)(iii),
                        to the knowledge of the Management, EVRI owns or is
                        licensed to use all Intellectual Property necessary to
                        the present conduct of its business. Neither EVRI nor
                        Bank of America has received any claim or notice from
                        any person that the operation of EVRI's business
                        infringes the Intellectual Property of any person or
                        constitutes unfair competition or trade practices, or
                        that any Intellectual Property of EVRI has been
                        misappropriated by employees of EVRI, and the
                        Stockholders have no knowledge of any basis for any such
                        claim or notice. Except as set forth on Schedule
                        2.3(m)(iv), EVRI owns or has exclusive rights to all
                        Intellectual Property used by EVRI that was developed by
                        employees of EVRI or consultants hired for this purpose
                        by EVRI. To the knowledge of the Management, no person
                        is infringing any material Intellectual Property of
                        EVRI.

                (n)     Software. Schedule 2.3(n)(i) is a complete schedule of
                        all software used by EVRI in connection with the
                        operation of its business (the "Software") and all
                        software used by Bank of America or its Affiliates in
                        connection with the processing of loans originated
                        through EVRI. Other than as disclosed on
                        Schedule 2.3(n)(ii), the Stockholders are not aware of
                        any material known errors, malfunctions and/or defects
                        in the Software. The Software and all portions thereof
                        have been licensed for use by third parties only in
                        accordance with the terms and conditions of the software
                        license agreements referenced on Schedule 2.3(n)(iii).

                (o)     Orders, Injunctions, Decrees, Etc. Schedule 2.3(o) lists
                        all orders, injunctions or decrees of any governmental
                        body or




                                       16

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                        court naming EVRI or to which EVRI is a party. EVRI is
                        not subject to any order, injunction or decree of any
                        governmental body or court, and is not in violation of
                        any order, injunction, or decree, or any other
                        governmental body or court, which would have a Material
                        Adverse Effect or a material adverse effect on the
                        ability of the Stockholders to consummate the
                        transactions contemplated by this Agreement.

                (p)     No Default or Violation. EVRI is not, and has not
                        received any notice, and the Management has no knowledge
                        that any other party is, in default in any respect under
                        any contract, agreement, commitment, arrangement, lease,
                        insurance policy or other instrument to which EVRI is a
                        party or by which EVRI or the assets, business or
                        operations thereof may be bound or affected or under
                        which it or its assets, business or operations receives
                        benefits, except for those defaults which would not
                        have, individually or in the aggregate, a Material
                        Adverse Effect; and there has not occurred any event
                        that with the lapse of time or the giving of notice or
                        both would constitute such a default, except for those
                        defaults which would not have, individually or in the
                        aggregate, a Material Adverse Effect.

                (q)     Labor. EVRI is not a party to any collective bargaining
                        or other similar labor agreement. Except as disclosed on
                        Schedule 2.3(q) EVRI is not a party to or liable under
                        any employment agreements with any of the Employees or
                        severance arrangements including those which provide for
                        payment of consideration based upon change of control or
                        termination of employment in connection with a change of
                        control of EVRI.

                (r)     Intercompany Agreements. Schedule 2.3(r) includes a
                        complete and accurate list of all material intercompany
                        agreements, indebtedness or other arrangements (other
                        than employee Plans and Tax Sharing Arrangements as
                        defined in Section 5.4(a)(iv) below) between EVRI, on
                        the one hand, and Bank of America and its other
                        Affiliates, on the other hand.

                (s)     Insurance. EVRI is presently insured and has been
                        insured at all times in the past for reasonable amounts
                        against such risks as companies engaged in similar
                        business to those engaged in by EVRI would, in
                        accordance with good business practice, customarily be
                        insured.


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                (t)     No Undisclosed Liabilities. At the Closing, EVRI will
                        not have any liability, whether absolute or contingent,
                        matured or unmatured, except as set forth in Schedule
                        2.3(t).

                (u)     Contracts. Except as set forth in Schedule 2.3(u)(i) or
                        any other Schedule to this Agreement, EVRI is not a
                        party to or bound by any contract, agreement or
                        arrangement of any kind whatever that:

                        (i)     involves the payment by or to EVRI of $50,000 or
                                more in any single fiscal year; or

                        (ii)    is material to EVRI's current or currently
                                proposed business or to its financial condition
                                at the Closing.

                        Except as set forth in Schedule 2.3(u)(ii), all material
                        contracts with Internet partners are cancelable by EVRI
                        without penalty or expense within 90 days of written
                        notice by EVRI.

                        Every contract identified in any schedule to the
                        Agreement is, unless otherwise identified in such
                        Schedule, in full force and effect as written, and the
                        parties thereto are performing thereunder in accordance
                        with the written terms thereof.

                        The material terms of the Internet partner contracts as
                        set forth in the table in Schedule 2.3(u)(iii) are
                        accurate.

                (v)     Interested Party Transactions. Schedule 2.3(v) lists all
                        material transactions between EVRI and any of its
                        Affiliates or officers since January 1, 1998, and all
                        agreements between them that will survive the Closing.

                (w)     Y2K Compliance. At the time of the Closing, all of
                        EVRI's computer functions will record, store, process
                        and calculate and present calendar dates on or after
                        December 31, 1999 and will calculate any information
                        dependent on or relating to such dates in the same
                        manner and with the same functionality, data integrity
                        and performance as dates before December 31, 1999. All
                        of EVRI's Intellectual Property will operate without
                        material error caused by date data that represents or
                        references different centuries. To Management's
                        knowledge, EVRI's business is not expected to be
                        materially adversely affected by the advent of the year



                                       18

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                        2000 or the transition to the twenty-first century or to
                        incur material expenses in this regard.

                (x)     No Brokers. Excluding any payments to be made by EVRI to
                        PriceWaterhouseCoopers and Morgan Stanley Dean Witter
                        immediately preceding the Closing as specifically set
                        forth in Schedule 2.2(g), EVRI has not entered into any
                        contract, arrangement or understanding with any person
                        or firm which may result in any obligation of EVRI or
                        Purchaser to pay any finder's fees, brokerage or agent's
                        commissions or other like payment in connection with the
                        negotiations leading to this Agreement or consummation
                        of the transactions contemplated by this Agreement. The
                        Morgan Stanley engagement letter agreement has been
                        heretofore disclosed to Purchaser.

                (y)     Disclosure. The representations and warranties of Bank
                        of America contained in this Agreement and in any
                        agreement, certificate, affidavit, statutory declaration
                        or other document delivered or given pursuant to this
                        Agreement are true and correct and do not contain any
                        untrue statement of a material fact or omit to state a
                        material fact necessary to make the statements contained
                        in such representations and warranties not misleading to
                        Purchaser.

                (z)     Advice of Changes. Between the date hereof and the
                        Closing Date, Bank of America shall promptly advise
                        Purchaser in writing of any fact which, if existing or
                        known at the date hereof, would have been required to be
                        set forth or disclosed in or pursuant to this Agreement
                        or of any fact which, if existing or known at the date
                        hereof, would have made any of the representations
                        contained herein untrue.



                                       19

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          ARTICLE 3. OBLIGATIONS OF PARTIES PRIOR TO AND AFTER CLOSING

        3.1 Conduct Prior to Closing. Each of Ferber and Bank of America hereby
covenants and agrees with Purchaser, that, prior to the Closing, unless the
prior written consent of Purchaser shall have been obtained, which consent shall
not be unreasonably withheld, and except as otherwise contemplated in this
Agreement, EVRI shall operate its business only in the usual, regular and
ordinary course and in accordance with its prior practices, and shall use its
reasonable best efforts to preserve intact its business organizations and assets
and maintain its rights, franchises and business and customer relations
necessary to run its business as currently run.

        3.2 Forbearances. From the date hereof until the Closing, each of Ferber
and Bank of America covenants and agrees to ensure that EVRI does not (other
than as contemplated in this Agreement) do any of the following without the
prior written consent of Purchaser acting in good faith:

                (a)     declare, set aside, make or pay any dividend or other
                        distribution in respect of its capital stock or
                        otherwise purchase or redeem, directly or indirectly,
                        any shares of its capital stock, except as set forth in
                        Schedule 3.2(a);

                (b)     issue, sell or deliver or enter into any agreement to
                        issue, sell or deliver any shares of its capital stock
                        or any options, warrants, or other rights, agreements,
                        commitments, arrangements or understandings of any kind,
                        contingent or otherwise, to purchase, sell or deliver
                        any such shares, or any securities convertible into or
                        exchangeable for any such shares, or effect any stock
                        split, or otherwise change, combine or reclassify its
                        authorized capitalization;

                (c)     incur any indebtedness or issue or sell any debt
                        securities or prepay any debt;

                (d)     mortgage, pledge or otherwise subject to any material
                        lien or lease, any of its properties or assets, tangible
                        or intangible or permit or suffer any such property or
                        asset to be subjected to any material lien or lease; or
                        license or dispose of any material assets, except in the
                        ordinary course of business consistent with its prior
                        practice;

                (e)     forgive or cancel any debts or claims, or waive any
                        rights, except for fair value;

                (f)     modify or extend the current term of any material
                        agreement, or waive any material rights thereunder;


                                       20

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                (g)     except as set forth on Schedule 3.2(g), pay any bonus to
                        any Employee, or grant to any Employee any increase in
                        compensation except in the ordinary course of business
                        consistent with its prior practice, or enter into any
                        employment, severance, termination or similar agreement
                        with any employee;

                (h)     amend its Certificate of Incorporation or Bylaws or any
                        other organizational documents;

                (i)     make any material changes in policies or practices
                        relating to business practices or other terms accounting
                        therefor or in policies of employment;

                (j)     enter into any type of business not conducted by EVRI as
                        of the date of this Agreement or create or organize any
                        subsidiary of EVRI or enter into or participate in any
                        joint venture or partnership;

                (k)     except as otherwise expressly contemplated by this
                        Agreement, enter into any agreement or transactions with
                        Ferber, Bank of America or their respective Affiliates
                        or make any amendment or modification to any such
                        agreement; or

                (l)     make or change any election in respect of Taxes or
                        settle any claim related to Taxes;

                (m)     enter into any contract, commitment or arrangement to do
                        any of the foregoing.

        3.3 Notices and Consents. Each of the Parties will (and Bank of America
will cause EVRI to) give any notices to, make any filings with, and use its
reasonable best efforts to obtain any authorizations, consents, and approvals of
governments and governmental agencies in connection with the matters referred to
in Sections 2.1(c) and 2.3(d) above. Without limiting the generality of the
foregoing, each of the Parties will file or cause to be filed any Notification
and Report Forms and related material that he or it may be required to file with
the Federal Trade Commission and the Antitrust Division of the United States
Department of Justice under the HSR Act, will use his or its reasonable best
efforts to obtain a waiver from the applicable waiting period, and will make or
cause to be made any further filings pursuant thereto that may be necessary in
connection therewith.

        3.4 Full Access.



                                       21

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                (a)     During the period from the date of this Agreement to the
                        Closing, Bank of America shall, upon reasonable notice,
                        cause EVRI to afford to Purchaser and its
                        representatives (including, without limitation, officers
                        and employees of Purchaser and counsel, accountants and
                        other professionals retained by Purchaser), such access
                        during normal business hours to its books, records,
                        properties and such other information as Purchaser may
                        reasonably request for the purpose of conducting any
                        review or investigation reasonably related to the
                        transactions contemplated hereby, provided that such
                        access shall not interfere with the normal business
                        operations of EVRI. Notwithstanding any investigation by
                        Purchaser before or after the date of this Agreement or
                        any knowledge gained therefrom, Purchaser shall be
                        entitled to rely fully on the representations and
                        warranties contained in Sections 2.2 and 2.3.

                (b)     Purchaser agrees that it will keep confidential any
                        information furnished to it in connection with the
                        transactions contemplated by this Agreement in
                        accordance with the terms of the Confidentiality
                        Agreement dated June 29, 1999, between Purchaser and the
                        other parties thereto (the "Confidentiality Agreement"),
                        which agreement shall remain in effect in accordance
                        with its terms.

        3.5 Transition Services Agreement. In connection with the execution of
this Agreement, Bank of America, EVRI and Purchaser will execute and deliver the
Transition Services Agreement attached hereto as Exhibit 3.5.

        3.6 Ongoing Strategic Relationship. Bank of America, EVRI and Purchaser
will execute and deliver the Strategic Alliance Agreement attached hereto as
Exhibit 3.6.

        3.7 Assignment of License Rights. At the Closing, Bank of America will
assign or cause to assign or cause its Affiliates to assign to Purchaser the
Digex Server Contract and the Informix License Agreement referred to on Schedule
2.3(m)(i). With regard to the in-licensed intellectual property rights listed in
Schedule 2.3(m)(i) and not specifically referred to in the preceding sentence,
Bank of America agrees to use its best efforts to assign or cause its Affiliates
to assign to Purchaser such additional in-licensed intellectual property rights.

        3.8 Registration Rights. At the Closing, Purchaser and the Stockholders
will execute and deliver the Registration Rights Agreement attached hereto as
Exhibit 3.8.



                                       22

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        3.9 Audit of EVRI Financial Statements. Prior to the Closing Date, Bank
of America shall cause EVRI to have the independent accounting firm that audits
the financial statements of Bank of America and its Affiliates perform an audit,
in accordance with generally accepted auditing practices, of the balance sheet
of EVRI as of December 31, 1998 and December 31, 1997 and the related statements
of income, changes in shareholders' equity and of cash flows for each of the
three years in the period ended December 31, 1998, making such adjustments as
are necessary to reflect the financial position and results of operations of
EVRI's CarFinance.com division as a stand-alone going concern without the impact
of the PriceAutoOutlet.com and DDonline.com divisions, and shall deliver such
financial statements, including the unqualified report of the independent
auditors with respect thereto, to Purchaser at least five business days before
the Closing Date.

        3.10 Discharge of EVRI Liabilities, Minimum Required Assets at Closing.
Bank of America shall take all required actions to cause EVRI at the Closing to
have no liabilities (fixed or contingent) other than miscellaneous accrued
liabilities to third party (non-Affiliate) vendors in an amount not to exceed
$300,000 as reflected on the Projected Closing Balance Sheet set forth on
Schedule 2.3(t) and to have cash assets of $3.0 million, and to deliver to
Purchaser at the Closing an auditable balance sheet showing, at the Closing
Date, the assets of EVRI, the $3.0 million minimum cash, and no liabilities
other than those provided for on Schedule 2.3(t). Such action shall include, if
necessary, a capital contribution to EVRI or assumption of EVRI liabilities by
Bank of America. In addition, Bank of America shall at the closing deliver to
Purchaser an unconditional release of all undischarged liabilities and
obligations of EVRI to Bank of America and its Affiliates incurred on or before
the Closing Date, in form satisfactory to Purchaser.

        3.11   Covenant Not to Compete.

                (a)     Bank of America hereby covenants with and for the
                        benefit of Purchaser that, subject to the exceptions set
                        forth in Section 3.11(b) and Section 3.11(c) below,
                        during the twelve (12) month period immediately
                        following the Closing (the "Non-Compete Period"), none
                        of Bank of America or any of its subsidiaries or
                        Affiliates shall (i) launch an Internet site that
                        engages in the Online Auto Finance Business (as defined
                        in Section 6.12) and utilizes a brand name other than
                        the Bank of America, N.A. brand name in existence as of
                        the date hereof, or (ii) launch an Internet site that
                        offers automobile loans originated or funded by
                        institutions other than Bank of America, N.A. or its
                        Affiliates; provided, however, that the restrictions set
                        forth in this Section 3.11(a) shall not apply to
                        Internet connections between Bank of America, N.A. and
                        its




                                       23

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                        Affiliates, on the one hand, and unaffiliated automobile
                        dealers, on the other hand.

                (b)     Notwithstanding anything to the contrary in Section
                        3.11(a) above, following the last day of the six-month
                        period immediately following the Closing, Bank of
                        America and its Affiliates may launch an Internet site
                        that offers automobile loans originated or funded by
                        unaffiliated sub-prime lenders; provided, however, that,
                        during the remainder of the Non-Compete Period, Bank of
                        America and its Affiliates agree that the only sub-prime
                        lenders included in the site shall be those with which
                        Purchaser has established relationships (the "Purchaser
                        Sub-Prime Lenders") so long as the terms offered by such
                        Purchaser Sub-Prime Lenders are competitive with the
                        prevailing market rates and terms.

                (c)     Notwithstanding anything to the contrary in Section
                        3.11(a) above, during the Non-Compete Period, Bank of
                        America and its Affiliates may acquire any firm,
                        corporation, partnership or other entity (an "Acquired
                        Business") which prior to such acquisition engaged in
                        the Online Auto Finance Business, and Purchaser hereby
                        consents that any such Acquired Business shall be
                        permitted to continue its Online Auto Finance Business
                        activities from and after such acquisition, so long as
                        the Online Auto Finance Business activities of the
                        Acquired Business does not constitute more than 10% of
                        the gross revenues of such Acquired Business in such
                        entity's most recently completed fiscal year (or if
                        gross revenues are below $100 million, such activities
                        are reasonably anticipated to constitute more than 10%
                        of gross revenues within three years).

                (d)     In addition, notwithstanding anything to the contrary in
                        Section 3.11(a) above, during the Non-Compete Period,
                        Bank of America and its Affiliates may invest in any
                        firm, corporation, partnership or other entity (a "Third
                        Party Investment Entity") which prior to such investment
                        engaged, or subsequently engages, in the Online Auto
                        Finance Business, but if such activities constitute more
                        than 10% of the gross revenues (or if gross revenues are
                        below $100 million, such activities are reasonably
                        anticipated to constitute more than 10% of gross
                        revenues within three years), Bank of America's and its
                        Affiliates' aggregate ownership interest in such Third
                        Party Investment Entity shall represent no more than 5%
                        of the total outstanding equity of such Third Party
                        Investment Entity and they shall



                                       24

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                        not influence or participate in the management of such
                        Third Party Investment Entity; provided, however, that
                        the limitations set forth in this Section 3.11(c) shall
                        not apply to any Affiliates that are venture capital
                        partnerships managed by Bank of America Corporation or
                        similar venture capital entities managed by Bank of
                        America Corporation or its Affiliates, so long as
                        neither Bank of America nor any Affiliate enters into a
                        strategic alliance or similar strategic relationship
                        with any such Third Party Investment Entity during the
                        Non-Compete Period.

        3.12 Good Faith Efforts to Satisfy Conditions. Each of the Parties will
use its good faith efforts to cause each of the conditions to closing in Article
4 that is within its reasonable control to be satisfied as soon as reasonably
practical and in any event before the date specified in Section 6.6(a)(iv).

                         ARTICLE 4. CONDITIONS PRECEDENT

        4.1 Certain Conditions Precedent to Purchaser's Obligations. The
obligations of Purchaser to enter into and consummate the transactions
contemplated hereby are subject to the fulfillment (or waiver in writing by
Purchaser in its sole discretion) on or prior to the Closing Date of the
conditions that:

                (a)     the representations and warranties of the Stockholders
                        contained in this Agreement, including the
                        representations and warranties of Bank of America and
                        Ferber set forth in Section 2.3 above, shall be true and
                        correct on and as of the date hereof and in all material
                        respects on and as of the Closing Date with the same
                        force and effect as though made on and as of the Closing
                        Date;

                (b)     the Stockholders shall have performed and complied in
                        all material respects with all covenants and agreements
                        required by this Agreement to be performed or complied
                        with by the Stockholders on or prior to the Closing
                        Date;

                (c)     any waiting period applicable to the Exchange under the
                        HSR Act or under such other applicable Laws, including
                        any waiting periods imposed by the Office of the
                        Comptroller of the Currency, if any, shall have expired
                        or been terminated;

                (d)     Purchaser shall have reached an agreement with Ferber
                        reasonably satisfactory to Purchaser, regarding the
                        terms of his continued employment by EVRI;



                                       25

   26
                (e)     there shall not have occurred any Material Adverse
                        Change in respect to EVRI;

                (f)     Purchaser shall have received a written legal opinion
                        from counsel to Bank of America reasonably acceptable to
                        Purchaser with regard to matters customarily covered by
                        such legal opinions in transactions of this nature;

                (g)     Bank of America shall have delivered to Purchaser a
                        release of all its remaining rights under the
                        Stockholders' Agreement;

                (h)     any required third party consents shall have been
                        received and delivered to Purchaser; and

                (i)     an Executive Vice President of Bank of America shall
                        have delivered to Purchaser a certificate to the effect
                        that, to his knowledge, the conditions in paragraphs (a)
                        and (b) have been satisfied.

        4.2 Certain Conditions Precedent the Stockholders Obligations. The
obligations of the Stockholders to enter into and complete the transactions
contemplated hereby are further subject to the fulfillment (or waiver in writing
by the Stockholders in their sole discretion) on or prior to the Closing Date of
the conditions that:

                (a)     the representations and warranties of Purchaser
                        contained in this Agreement shall be true and correct on
                        and as of the date hereof and in all material respects
                        on and as of the Closing Date with the same force and
                        effect as though made on and as of the Closing Date; and

                (b)     Purchaser shall have performed and complied in all
                        material respects with all covenants and agreements
                        required by this Agreement to be performed or complied
                        with by it on or prior to the Closing Date;

                (c)     any waiting period applicable to the Exchange under the
                        HSR Act or under such other applicable Laws, including
                        any waiting periods imposed by the Office of the
                        Comptroller of the Currency, if any, shall have expired
                        or been terminated;

                (d)     there shall not have occurred any Material Adverse
                        Change in respect to Purchaser;



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                (e)     Stockholders shall have received a written legal opinion
                        from counsel to Purchaser reasonably acceptable to
                        Stockholders with regard to matters customarily covered
                        by such legal opinions in transactions of this nature;

                (f)     The President or any Executive Vice President of
                        Purchaser shall have delivered to Stockholders a
                        certificate to the effect that, to his knowledge, the
                        conditions in paragraphs (a) and (b) have been
                        satisfied.

                              ARTICLE 5. INDEMNITY

        5.1 Indemnity.

        (a) Each Stockholder shall indemnify each of the Purchaser Indemnified
Parties from and against any and all Losses incurred by or asserted against any
such Purchaser Indemnified Party in connection with or arising from (i) any
breach by such Stockholder of any of his, her or its representations and
warranties in Section 2.2 of this Agreement, and (ii) any failure by such
Stockholder to comply with any covenant or agreement of such Stockholder
contained in this Agreement. No Stockholder shall be liable to indemnify for a
Loss arising from a breach of another Stockholder's representation or warranty
in Section 2.2 or from a failure by another Stockholder to comply with a
covenant or agreement, except that Ferber agrees to indemnify for any Loss
arising from any such breach or failure by Titan Ltd.

        (b) Bank of America shall indemnify each of the Purchaser Indemnified
Parties from and against any and all Losses incurred by or asserted against any
such Purchased Indemnified Party in connection with or arising from (i) any
breach of any of the representations and warranties in Section 2.3 of this
agreement, and (ii) any third party claim relating to the operation of EVRI's
business prior to the Closing. The Purchaser Indemnified Parties shall not,
however, be entitled to indemnification under this Section 5.1(b) unless the
aggregate amount of their Losses hereunder exceeds $200,000, and the maximum
aggregate liability of Bank of America to the Purchaser Indemnified Parties
under this Section 5.1(b) shall be $10,000,000; provided however that the
following Losses shall be fully indemnifiable and not subject to the $200,000
exclusion or $10,000,000 limitation: (i) Losses arising from any breach of a
representation and warranty in Section 2.3(b), and (ii) Losses arising from any
fraudulent misrepresentation.

        (c) In no event shall the aggregate liability of any Stockholder to the
Purchaser Indemnified Parties exceed the product of $67 million multiplied by
such Stockholder's Pro Rata Interest.


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        (d) From and after the Closing Date, Purchaser shall indemnify and hold
harmless the Stockholders, and their respective directors, officers, employees
and agents, and each of the heirs, executors, successors, and assigns of any of
the foregoing (the "Stockholder Indemnified Parties") from and against any and
all Losses (as defined below) incurred by or asserted against any of such
parties in connection with or arising out of (i) any breach by Purchaser of any
representation or warranty, (ii) any failure by Purchaser to comply with any
covenant or agreement set forth herein or (iii) any third party claim relating
to the operation of EVRI's business from and after the Closing; provided,
however, that the Stockholder Indemnified Parties shall be entitled to
indemnification under this Section 5.1 only if their aggregate amount of Losses
hereunder exceeds $200,000; and provided further, however, that in no event
shall Purchaser's aggregate liability hereunder exceed $10,000,000. The $200,000
exemption and the aggregate liability limitation set forth in the preceding
sentence shall not apply to losses arising from (I) any fraudulent
misrepresentation, or (II) any breach of the representation in Section 2.1(e);
provided, however, that, notwithstanding anything to the contrary in this
sentence, Purchaser's aggregate liability under this Article 5 shall in no event
exceed $67 million. Any amounts paid by Purchaser to one or more of the
Stockholders pursuant to this Article 5 shall be payable in shares of Purchaser
Stock.

        (e) "Losses" means any and all losses, liabilities, claims, damages,
obligations (including those arising out of any action, such as any settlement
or compromise thereof or judgment or award therein), any diminution in the value
of any asset of EVRI, and any reasonable out-of-pocket costs and expenses
(including reasonable attorneys' fees and expenses incurred in defending any
lawsuit or other action). "Purchaser Indemnified Parties" means the Purchaser
and each of its directors, officers, employees and agents, and each of the
heirs, executors, successors and assigns of any of the foregoing.

        5.2 Claims.

                (a)     The party being indemnified hereunder (the "Indemnified
                        Party") shall give written notice to the party against
                        whom a claim for indemnification is asserted hereunder
                        (the "Indemnifying Party") within the earlier of twenty
                        (20) days of receipt of written notice or forty (40)
                        days from discovery by the Indemnified Party of any
                        matters recognized by the Indemnified Party as providing
                        a basis for a claim for indemnification or reimbursement
                        under this Agreement (a "Claim"). The failure to give
                        such notice shall not affect the right of the
                        Indemnified Party to indemnity hereunder unless such
                        failure has materially and adversely affected the rights
                        of the Indemnifying Party.


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                (b)     In the event an action brought by a third party (a
                        "Third-Party Claim") shall be brought or asserted in
                        respect of which indemnity may be sought by an
                        Indemnified Party under this Section 5.2, the
                        Indemnified Party shall notify the Indemnifying Party in
                        writing thereof within such period of time as to not
                        prejudice the defense thereof, but in any case within
                        twenty (20) days thereof. Subject to this Section 5.2,
                        the Indemnifying Party shall have the opportunity to
                        defend and/or (subject to the provisions of Section
                        5.2(e) below) settle such Third-Party Claim, and employ
                        counsel reasonably satisfactory to the Indemnified
                        Party, and the Indemnifying Party shall pay all expenses
                        related thereto, including without limitation all fees
                        and expenses of counsel. After receipt of such notice,
                        the Indemnifying Party shall notify the Indemnified
                        Party within twenty (20) days (or such shorter period if
                        necessary so as not to prejudice the defense thereof) in
                        writing whether it will assume the defense thereof.

                (c)     Upon receipt of notice by the Indemnified Party from the
                        Indemnifying Party of its election to assume the defense
                        of such an action and approval of the Indemnified Party
                        of counsel to the Indemnifying Party, which approval
                        shall not be unreasonably withheld or delayed, the
                        Indemnifying Party shall not be liable to the
                        Indemnified Party for any legal or other expense
                        subsequently incurred by the Indemnified Party unless
                        (i) the Indemnifying Party agrees in writing to pay such
                        fees and expenses, (ii) the Indemnifying Party fails
                        either to assume the defense of such action or to employ
                        counsel reasonably satisfactory to the Indemnified
                        Party, or (iii) the Indemnified Party shall have been
                        advised of counsel that there may be one or more legal
                        defenses available to the Indemnified Party that are
                        different from or in addition to those available to the
                        Indemnifying Party or that there shall exist some other
                        legal conflict between the interests of the Indemnifying
                        Party and the Indemnified Party.

                (d)     If the Indemnifying Party shall not elect to assume the
                        defense of any Third-Party Claim, or if any of the
                        events specified in clauses (i) through (iii) in the
                        preceding subsection (c) occurs, the Indemnified Party
                        shall have the right to maintain the defense of and to
                        settle such Third-Party Claim, with counsel reasonably
                        satisfactory to the Indemnifying Party; provided,
                        however, that the Indemnifying Party shall retain the
                        right to assume the defense of such Third-Party Claim
                        pursuant to paragraph (c) above, provided


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                        that such assumption does not prejudice the defense of
                        such Third-Party Claim.

                (e)     In the event that an offer to settle a Third-Party Claim
                        is received, each of the Indemnified Party and the
                        Indemnifying Party shall notify the other thereof, in
                        writing, and shall consult with one another in
                        considering such offer. Such offer shall be accepted if
                        the Indemnifying Party so directs in writing unless
                        either (A) the Indemnified Party shall agree in writing
                        that any liability arising out of such Third-Party Claim
                        shall not be a Loss covered hereunder, in which case the
                        Indemnified Party shall have full right to maintain the
                        defense thereof, or (B) the failure to accept such
                        settlement offer is based on the Indemnified Party's not
                        receiving a full and unconditional release of liability
                        without incurring any payment obligation or other
                        material detriment or its reasonable objection to a
                        sanction, restriction, fine, or other penalty that would
                        be imposed on it or its affiliates under the settlement.

                (f)     Notwithstanding anything herein, and whichever party
                        shall have the right to maintain the defense of a
                        Third-Party Claim, each of the Indemnifying Party and
                        the Indemnified Party shall consult with the other with
                        respect thereto, provide each other with such assistance
                        as the other may reasonably require in order to promptly
                        and adequately defend such action, and have the right to
                        participate at its own expense in the defense thereof,
                        with counsel reasonably satisfactory to the other.

        5.3 Survival. The representations and warranties set forth in Sections
2.1, 2.2 and 2.3 and the covenants and agreements of each party set forth herein
shall survive the Closing for a period of one (1) year, except that the
covenants set forth in Section 5.4 shall survive until the lapse of the
applicable statute of limitations with respect thereto. Except for the covenants
in Section 5.4, none of the parties hereto shall have any liability (for
indemnification or otherwise) with respect to any such representation, warranty,
covenant or agreement, unless on or before the first anniversary of the Closing
Date the other party shall notify such party of a claim specifying the factual
basis of that claim in reasonable detail. None of the representations or
warranties contained in Section 2.3 shall survive the Closing or termination of
this Agreement.

        5.4 Tax Matters.

                (a) Liability for Taxes.


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                        (i) Notwithstanding any other provision of this
Agreement, Bank of America shall be liable for (A) all Taxes imposed on EVRI for
any taxable year or period that ends on or before the Closing Date, (B) all
taxes for which EVRI may otherwise be liable under Treasury Regulation Section
1.1502-6 (or any similar provision of state or foreign law) for any taxable
period that ends on or before the Closing Date and (C) with respect to any
period beginning before and ending after the Closing Date (a "Straddle Period"),
the Taxes attributable to that portion of such Straddle Period ending on and
including the Closing Date;

                        (ii) Notwithstanding any other provision of this
Agreement, Purchaser shall be liable for all Taxes imposed on EVRI or for which
EVRI may otherwise be liable, for any taxable year or period that begins after
the Closing Date and (B) with respect to any Straddle Period, the Taxes
attributable to that portion of such Straddle Period beginning after the Closing
Date.

                        (iii) For purposes of paragraphs (a)(i) and (a)(ii) of
this Section 5.4, whenever it is necessary to determine the liability for Taxes
of EVRI for a portion of any Straddle Period, the determination of the Taxes of
EVRI for the portion of the Straddle Period ending on and including, and the
portion of the Straddle Period beginning after, the Closing Date shall be
determined by assuming that the Straddle Period consisted of two taxable years
or periods, one which ended at the close of the Closing Date and the other which
began at the beginning of the day following the Closing Date, and items of
income, gain, deduction, loss or credit of EVRI for the Straddle Period shall be
allocated between such two taxable years or periods on a "closing of the books
basis" by assuming that the books of EVRI were closed at the close of the
Closing Date; provided, however, that (I) Taxes imposed on EVRI as a result of
transactions (other than transactions in the ordinary course of business)
occurring on the Closing Date that are properly allocable to the portion of the
Closing Date after the Closing shall be allocated to the taxable year or period
that is deemed to begin at the beginning of the day following the Closing Date
and (II) exemptions, allowances or deductions that are calculated on an annual
basis, such as the deduction for depreciation, shall be apportioned between such
two taxable years or periods on a daily basis.

                        (iv) On or prior to the Closing Date, all Tax Sharing
Arrangements (other than this Agreement between EVRI, on one hand, and Bank of
America or any member of Bank of America's Tax Group, on the other hand, shall
terminate and EVRI shall not have any further rights or obligations thereunder.
For purposes of this paragraph, (A) a "Tax Sharing Arrangement" shall mean any
agreement or arrangement for the allocation or payment of Tax liabilities or
payment for Tax benefits with respect to a group of corporations which
constitutes a fiscal unity or which files a consolidated, combined or



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unitary Tax Return which includes EVRI, and (B) Bank of America's Tax Group
shall mean any group of corporations which includes EVRI and which files a
consolidated, combined or unitary Tax Return.

                (b) Tax Returns. Bank of America shall file or cause to be filed
when due all Tax Returns that are required to be filed by or with respect to
EVRI for taxable years or periods ending on or before the Closing Date
(including any consolidated, combined or unitary Tax Returns of which EVRI is a
member) and shall remit any Taxes due in respect of such Tax Returns, and
Purchaser shall file or cause to be filed when due all Tax Returns that are
required to be filed by or with respect to EVRI for taxable years or periods
ending after the Closing Date other than the Tax Returns required to be filed by
Bank of America as provided above, and shall remit any Taxes due in respect of
such Tax Returns. Any Tax Returns required to be filed by Purchaser pursuant to
this Section 5.4(b) relating in whole or in part to Taxes for which Bank of
America is liable pursuant to paragraph (a) of this Section 5.4 shall be
submitted to Bank of America for Bank of America's approval (which approval
shall not be unreasonably withheld) prior to Purchaser filing such Tax Returns.
Bank of America or Purchaser shall reimburse the other party for the Taxes for
which Bank of America or Purchasers are liable pursuant to paragraph (a) of this
Section 5.4 but which are payable with Tax Returns to be filed by the other
party pursuant to the second preceding sentence upon the written request of the
party entitled to reimbursement, setting forth in detail the computation of the
amount owed by Bank of America or Purchaser, as the case may be, but in no event
earlier than 10 days prior to the due date for the payment of such Taxes.

                (c) Contest Provisions.

                        (i) Purchaser shall promptly notify Bank of America in
writing upon receipt by Purchaser or EVRI of notice of any pending or threatened
federal, state, local or foreign Tax audits, examinations or assessments which
may affect any Tax liability for which Bank of America is liable pursuant to
paragraph (a) of this Section 5.4 provided that failure to comply with this
provision shall not affect Purchaser's right to indemnification hereunder except
to the extent such failure impairs Bank of America's ability to contest any such
Tax liabilities.

                        (ii) Bank of America shall have the right to represent
EVRI's interests in any Tax audit or administrative or court proceeding relating
to any Tax liability for which Bank of America is liable pursuant to paragraph
(a) of this Section 5.4 and to conduct such audits at a location designated by
Sellers; provided, however, that Purchaser shall have the right to take part in
any such proceeding to the extent that the outcome of such proceeding may
reasonably be considered to have an adverse impact on Purchaser or EVRI.
Purchaser and Bank of America each agree not to agree to settle any Tax claim


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which may be the subject of indemnification by the other party or which would
otherwise result in additional tax liability to the other party pursuant to
Section 5.4 without the prior written consent of the other party (which consent
shall not be unreasonably withheld).

i               (d) Assistance and Cooperation. After the Closing Date, each of
Bank of America and Purchaser shall (and cause their respective Affiliates to):

                        (i) assist the other party in preparing any Tax Returns
which such other party is responsible for preparing and filing in accordance
with paragraph (b) of this Section 5.4;

                        (ii) cooperate fully in preparing for any audits of, or
disputes with taxing authorities regarding, any Tax Returns of EVRI;

                        (iii) make available to the other and to any taxing
authority as reasonably requested all information, records, and documents
relating to Taxes of EVRI, including all pertinent records for conduct of any
tax audit including, but not limited to, copies of all EVRI's tax returns,
copies of financial records and customers' invoices supporting such tax returns,
and copies of all sales and use tax exemption certificates obtained from
customers;

                        (iv) provide timely notice to the other in writing of
any pending or threatened Tax audits or assessments of EVRI for taxable periods
for which the other may have a liability under this Section 5.4; and

                        (v) furnish the other with copies of all correspondence
received from any taxing authority in connection with any Tax audit with respect
to any taxable period for which the other may have a liability under this
Section 5.4.

                            ARTICLE 6. MISCELLANEOUS

        6.1 Further Action. The parties hereto shall, subject to the fulfillment
at or before the Closing Date of each of the conditions of performance set forth
herein or the waiver thereof, perform such further acts and execute such
documents as may reasonably be required to effect the transactions contemplated
hereby, in any case at the expense of the requesting party.

        6.2 Parties in Interest; Assignment. Other than assignments by and among
Bank of America and any of its wholly owned Affiliates, none of the parties to
this Agreement may assign any of its rights or obligations under this Agreement
without the prior written consent of the other parties hereto. This Agreement
shall be binding upon, inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns. In


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the event, at the request of any Stockholder, Purchaser consents to a transfer
of EVRI Shares by such Stockholder, the transferee shall be made a party to this
Agreement by execution and delivery to Purchaser of a counterpart hereof, in
which case the transferee shall be treated as an original signatory and a
"Stockholder" for all purposes hereunder.

        6.3 Entire Agreement; Amendments; Waiver. This Agreement contains the
entire understanding between the parties hereto with respect to its specific
subject matter. This Agreement may be amended only by written instrument duly
executed by the parties hereto. No party may waive any term, provision, covenant
or restriction of this Agreement except by a duly signed writing referring to
the specific provision to be waived.

        6.4 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be delivered personally
or transmitted by telex, fax or telegram, to the respective parties as follows:

If to the Stockholders:      c/o Robert F. Ferber
                             122 Roxbury Road
                             Garden City, New York 11530

                             Bank of America Corporation
                             100 North Tryon Street
                             Charlotte, North Carolina 28255
                             Attention: Attention:  Frank L. Gentry,
                             Executive Vice President
                             Fax:  (704) 386-6416

With copy to:                Bank of America Corporation
                             100 North Tryon Street
                             Charlotte, North Carolina 28255
                             Attention: Office of the General Counsel
                             Fax: (704) 370-3515

If to Purchaser:             E-Loan, Inc.
                             5875 Arnold Road
                             Dublin, California 94568
                             Attention:  Doug Galen
                             Fax:  (925) 556-2914

With copy to:                Wilson Sonsini Goodrich & Rosati
                             650 Page Mill Road
                             Palo Alto, California 94304
                             Attention:  Robert B. Jack
                             Fax: (650) 493-6811



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or to such other address as any party may have furnished to the others in
writing.

        6.5 Governing Law. This Agreement will be governed by and construed in
accordance with the internal laws of the State of Delaware.

        6.6 Termination.

                (a) This Agreement may be terminated and the transactions
        contemplated herein may be abandoned at any time prior to the Closing:

                        (i) by mutual consent of Purchaser and the Stockholders;

                        (ii) by the Stockholders, if Purchaser has failed to
                perform in any material respect any of its respective
                obligations required to be performed by it under this Agreement
                unless failure to so perform has been caused by or results from
                a breach of this Agreement by the Stockholders or Ferber;

                        (iii) by Purchaser, if any of the Stockholders shall
                have failed to perform in any material respect any of the
                obligations required to be performed by it under this Agreement
                unless failure to so perform has been caused by or results from
                a breach of this Agreement by Purchaser; or

                        (iv) by Purchaser or the Stockholders, if the Closing
                does not occur on or prior to 120 days after the date of this
                Agreement.

                (b) A party terminating this Agreement pursuant to Section 6.6
        shall give written notice thereof to each other party hereto, whereupon
        this Agreement shall terminate and the transactions contemplated hereby
        shall be abandoned without further action by any party; provided,
        however, that if such termination is by Purchaser pursuant to Section
        6.6(a)(iii) or if such termination is by the Stockholders pursuant to
        Section 6.6(a)(ii), nothing herein shall affect the non-breaching
        party's or parties' right to damages on account of such other party's or
        parties' breach.

        6.7 Counterparts; Headings. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same document. The article and
section headings contained herein are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.

        6.8 Expenses. Each of the parties hereto shall pay the fees and expenses
it incurs in connection with this Agreement, other than as a result of




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the breach hereof by any other party hereto. All fees due to be paid to Morgan
Stanley Dean Witter pursuant to the letter agreement with Morgan Stanley Dean
Witter referenced in Section 2.2(g) above shall be paid by EVRI, Bank of America
and the other parties signatory thereto. The provisions of this Section 6.8
shall survive any termination of this Agreement pursuant to Section 6.6.

        6.9 Press Releases and Public Announcements. Purchaser and Bank of
America have agreed to text of a press release to be made promptly after the
execution of this Agreement. No Party shall issue any further press release or
make any public announcement relating to the subject matter of this Agreement
without the prior approval of Purchaser and Bank of America; provided, however,
that any Party may make any public disclosure it believes in good faith is
required by applicable law or any listing or trading agreement concerning its
publicly-traded securities (in which case the disclosing Party will advise the
other Parties prior to making the disclosure).

        6.10 Mediation. The parties hereto encourage the prompt and equitable
settlement of all controversies or claims (a "Dispute") between or among the
parties and their affiliates including but not limited to those arising out of
or relating to this Agreement or the transactions contemplated hereby. At any
time, either party can give the other written notice that it desires to settle a
Dispute. Within 10 days of delivery of such notice, the parties agree to cause
their officers having authority to resolve such differences to meet for two out
of four continuous days (the "Negotiation Period), the parties agree to submit
their Dispute to a mediator to work with them to resolve their differences. Such
mediator shall be selected by mutual agreement of the parties. The parties shall
participate in the mediation proceeding in good faith with the intention to
settle. The mediation shall be conducted pursuant to the rules generally used by
the mediator in the mediator's practice, which rules may be modified or amended
with the written consent of the parties. No later than three business days prior
to the mediation, each party shall deliver to the mediator all information
reasonably required for the mediator to understand the Dispute and the issues
presented. The mediation shall be determined upon the first to occur of the
following: (i) by the execution of a settlement agreement resolving the Dispute
by the parties; (ii) by a written declaration of the mediator to the effect that
further efforts at mediation are no longer worthwhile; or (iii) after the
completion of two full days of mediation effect that mediation proceedings are
terminated. No party shall sue any other party hereto in connection with any
Dispute, except for enforcement of the negotiation and mediation process set
forth herein, and the arbitration provisions set forth in Section 6.11 hereof
shall not be applicable, in each case, prior to termination of the Negotiation
Period and of the mediation as provided above.

        6.11 Arbitration. Except as otherwise set forth herein, following
termination of the Negotiation Period and of the mediation as provided under
Section 6.10 hereof, any Dispute shall at the request of any party hereto be



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determined by binding arbitration. The arbitration shall be conducted in
accordance with the Federal Arbitration Act (or if not applicable, the
applicable state law), the rules of practice and procedure for the arbitration
of commercial Disputes of J.A.M.S./Indispute of any successor thereof
("J.A.M.S."). The arbitrator shall give effect to applicable statutes of
limitations. No party shall be entitled to punitive or consequential damages in
respect of any Dispute relating solely to this Agreement. Any controversy
concerning whether an issue is arbitrable shall be determined by the arbitrator.
Judgment upon the arbitration award may be entered in any court having
jurisdiction. The institution and maintenance of an action for judicial relief
or pursuit of a provisional or ancillary remedy shall not constitute a waiver of
the right of any party, including the plaintiff, to submit the controversy or
claim to binding arbitration if any other party contests such action for
judicial relief. The expenses of the arbitration shall be borne equally by the
parties to the arbitration, provided that each party shall pay for and bear the
cost of its own experts, evidence and legal counsel.

        6.12 Certain Definitions.

        As used in this Agreement, the following terms shall have the meanings
as set forth below:

        "Affiliate" of a Person shall mean a Person that directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, the first Person. "Control" (including the terms
"controlled by" and "under common control with") means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise; provided, however, that for purposes of this Agreement,
Purchaser shall not be deemed an Affiliate of Bank of America

        "Code" shall mean the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder.

        "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

        "Intellectual Property" shall mean trademarks and service marks
(registered or unregistered), trade names, designs, and general intangibles of
like nature, and all goodwill relating to the foregoing; patents and copyrights
(registered and unregistered) and all applications for the foregoing; computer
software, databases, source codes, object codes, works of authorship, trade
secrets, know-how, customer lists, user interfaces, proprietary concepts, ideas,
techniques, business models and methodologies; and confidential data or
information related to the foregoing.


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        "Material Adverse Change" shall mean a change which results in a
Material Adverse Effect.

        "Material Adverse Effect" shall have the following meaning:

                (a)     with respect to Purchaser, the term "Material Adverse
                        Effect" shall mean (A) a material adverse effect
                        (whether taken individually or in the aggregate with all
                        other such effects) on the financial condition,
                        business, results of operations or properties of
                        Purchaser, (B) an effect which would materially impair
                        Purchaser's ability timely to consummate the
                        transactions contemplated hereby or (C) any event,
                        circumstance or condition affecting Purchaser which
                        would prevent or materially delay the consummation of
                        the transactions contemplated by this Agreement;

                (b)     with respect to EVRI, the term "Material Adverse Effect"
                        shall mean (A) a material adverse effect (whether taken
                        individually or in the aggregate with all other such
                        effects) on the financial condition, business, results
                        of operations or properties of EVRI or (B) any event,
                        circumstance or condition affecting EVRI which would
                        prevent or materially delay the consummation of the
                        transactions contemplated by this Agreement; and

                (c)     with respect to the Stockholders, the term "Material
                        Adverse Effect" shall mean (A) an effect which would
                        materially impair such Stockholder's ability timely to
                        consummate the transactions contemplated hereby or (B)
                        any event, circumstance or condition affecting such
                        Stockholder which would prevent or materially delay the
                        consummation of the transactions contemplated by this
                        Agreement

        "Online Auto Finance Business" means the business of owning and
operating an Internet site to provide interest rate information or to receive
and accept credit applications submitted in connection with consumer direct
financing, refinancing or leasing of automobiles.

        "Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, or an
unincorporated organization.

        "Purchaser's SEC Filings" shall mean Purchaser's registration statement
on Form S-1, which became effective June 28, 1999, including Part II and the
list of exhibits thereto (copies of which exhibits are available to Stockholders


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upon request to Purchaser's Chief Financial Officer) and Purchaser's report on
Form 10-Q for the quarter ended June 30, 1999.

        "Tax" or "Taxes" shall mean any federal, state, local or foreign income,
gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental (including taxes under Code
section 59A), customs duties, capital stock, franchise, profits, withholding,
social security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.

        "Tax Return" shall mean any return, declaration, report, claim for
refund, or information return or statement relating to Taxes, including any
schedule or attachment thereto, and including any amendment thereof.



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            (Signature Page to Agreement and Plan of Reorganization)

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

                                    E-LOAN, INC.


                                    By:/s/ CHRIS LARSEN
                                      --------------------------------
                                    Name: Chris Larsen
                                    Title: CEO

                                    BANC OF AMERICA AUTO FINANCE CORP.

                                    By:/s/ PATRICK S. DORAN  
                                      --------------------------------
                                    Name: Patrick S. Doran
                                    Title: President

                                    TITAN LTD.

                                    By:/s/ ROBIN H. COTTERELL
                                      --------------------------------
                                    Name:  Robin H. Cotterell
                                    Title: Managing Director

                                    /s/ ROBERT F. FERBER
                                    ----------------------------------
                                    Robert F. Ferber

                                    /s/ GREGORY BALFANZ
                                    ----------------------------------
                                    Gregory Balfanz

                                    /s/ SHAWN MARCEL
                                    ----------------------------------
                                    Shawn Marcel


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