Loan Purchase Agreement - Countrywide Home Loans Inc. and E-Loan Inc.


                                                                              
                            LOAN PURCHASE AGREEMENT


This Agreement, dated as of September 25, 1998, is made by and between
Countrywide Home Loans, Inc., a New York corporation ("Countrywide"), and
E-Loan, Inc. , a California corporation ("Seller"), for mutual considerations
set forth herein.

Countrywide agrees to purchase certain loans secured by real property, together
with the servicing thereof (the "Loans"), from Seller under Countrywide's
mortgage loan programs, and Seller agrees to sell to Countrywide certain such
Loans pursuant to the terms and conditions set forth herein and in
Countrywide's Correspondent Lending Division Loan Purchase Program Seller's
Manual, as amended from time to time (the "Manual"). In connection therewith,
the parties agree as follows:

1.   ELIGIBLE LOANS
     A. Only those Loans fully complying with the standards for Conforming
        Conventional, Jumbo Conventional, Government and Second Mortgage Loan
        Programs set forth in the Mortgage Programs section of the Manual are
        eligible for purchase under this Agreement. Seller must be approved,
        qualified and/or licensed to originate such Loans.

     B. Seller shall fully underwrite each Loan prior to submission to
        Countrywide in accordance with Underwriting Guidelines and Lending
        Requirements sections of the Manual, or, if available, use a
        Countrywide-approved automated underwriting system for underwriting the
        Loan.

     C. Seller shall be responsible for assuring that Loans submitted to
        Countrywide comply with all terms and conditions of this Agreement and
        the Manual.

2.   COMMITMENT TO PURCHASE LOANS
     The procedure pursuant to which Seller may commit to sell a Loan to
     Countrywide is detailed in the Loan Registration section of the Manual.
     For purposes of this Agreement, Countrywide and Seller define a best
     effort commitment to be a mandatory commitment if the Loan closes.
     Countrywide will confirm the conditions of the sale of the Loan to
     Countrywide by delivering a confirmation ("Commitment") to Seller which
     sets forth the terms of the transaction, including the price Countrywide
     will pay for each Loan, as determined pursuant to the Pricing standards
     set forth in the Manual (the "Purchase Price"). The terms of the
     Commitment, including the Purchase Price, shall be in effect for the
     period of time requested by Seller and approved by Countrywide (the
     "Commitment Period"). If Seller is approved by Countrywide to sell Loans
     to Countrywide on a bulk sale basis, Countrywide and Seller shall execute
     the Addendum to Loan Purchase Agreement (Bulk Sales) which shall be
     attached to and incorporated into this Agreement by reference.

3.   UNDERWRITING AND PROPERTY APPRAISAL
     A. Countrywide shall have the right, but not the obligation, to underwrite
        any Loan submitted for purchase pursuant to this Agreement, or
        otherwise insure that any Loan submitted for purchase complies with all
        terms and conditions of this Agreement and the Manual; provided that
        neither the existence nor the exercise of this right shall affect in
        any way Seller's obligations hereunder, including without limitation,
        Seller's repurchase obligations under Section 7 hereof and Seller's
        hold harmless obligations under Section 9 hereof. The applicable
        procedures are set forth in the Prior Approval section of the Manual.

     B. Seller shall deliver to Countrywide an appraisal of the real estate
        security for each such Loan, signed by a qualified appraiser, as
        defined in the Manual, prior to Countrywide's approval to purchase such
        Loan.





4.   DELIVERY OF LOAN DOCUMENTATION
     A Loan shall be deemed delivered to Countrywide if: (A) it is received by
     Countrywide within the Commitment Period; (B) it is in compliance with the
     requirements set forth in the Delivery of Closed Loans and Funding
     Documentation sections of the Manual; and (C) there are no outstanding
     conditions which would prevent Countrywide from funding the purchase of
     the Loan. Failure by Seller to deliver to Countrywide within 120 days from
     the date a Loan was purchased one or more of the original documents
     specified in the Delivery of Closed Loans section of the Manual shall
     result in assessment by Countrywide of a fee of $50 per month for each
     month, after the initial 120 day period, during which one or more of such
     documents is outstanding, i.e., has not been delivered to Countrywide for
     any period of time during the month. Such fee shall be $50 regardless of
     the number of such documents. Failure by Seller to deliver to Countrywide
     one or more of the original documents specified in the Delivery of Closed
     Loans section of the Manual within 270 days from the date the Loan was
     purchased by Countrywide shall obligate Seller to repurchase the Loan
     pursuant to the provisions of Section 7 of this Agreement.

5.   PAYMENT OF PURCHASE PRICE AND SELLER'S WIRE INSTRUCTIONS
     Countrywide shall, after receipt of a Loan documentation package which
     fully complies with the requirements of the Manual, deliver the Purchase
     Price (less any fees or discounts due to Countrywide) set forth in the
     applicable Commitment to Seller in accordance with Seller's wire
     instructions or in accordance with any bailee letter or trust receipt
     submitted with the Loan, as determined in the sole and absolute discretion
     of Countrywide.

6.   SELLER'S OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
     A. Seller represents and warrants to Countrywide as to each Loan offered
     for sale under this Agreement that as of the date of Countrywide's
     purchase of such Loan:

        (1)   The Loan documents have been duly executed by the
              trustor/mortgagor, acknowledged and recorded; each Loan is valid
              and complies with all criteria contained in the Manual; the note
              and deed of trust/mortgage constitute the entire Agreement
              between the trustor/mortgagor and the beneficiary/mortgagee, and
              there is no verbal understanding or written modification which
              would affect the terms of the note or the deed of trust/mortgage
              except by written instrument delivered and expressly made known
              to the beneficiary/mortgagee and recorded if recording is
              necessary to protect the interests of the beneficiary/mortgagee.

        (2)   Seller is the sole owner of the Loan and has authority to sell,
              transfer and assign the same on the terms set forth herein and in
              the Manual. There has been no assignment, sale or hypothecation
              thereof by Seller, except the usual hypothecation of the
              documents in connection with Seller's normal banking transactions
              in the conduct of its business.

        (3)   The full principal amount of the Loan has been advanced to the
              trustor/mortgagor, either by payment directly to such person or
              by payment made on such person's request or approval. The unpaid
              principal balance of the Loan is as represented by Seller. All
              costs, fees and expenses incurred in making, closing and
              recording the Loan have been paid. No part of the mortgaged
              property has been released from the lien of the Loan, the terms
              of the Loan have in no way been changed or modified, and the Loan
              is current and not in default.

        (4)   Each Loan is a valid first lien or, if specifically approved by
              Countrywide, a valid second lien on the mortgaged property, and
              the mortgaged property is free and clear of all encumbrances and
              liens having priority over the lien of such Loan, except for the
              first lien, if applicable, and liens for real estate taxes and
              special assessments not yet due and payable and those exceptions
              allowed in connection with Government Loans and other exceptions
              set forth in the Manual.

        (5)   The mortgaged property is free and clear of all mechanics' and
              materialmen's liens or liens in the nature thereof, and no rights
              are outstanding that under law could give rise to any such lien,
              nor is Seller aware of any facts which could give rise to any
              such lien.



                                                                              2


        (6)   Each Loan which Seller represents to be insured or guaranteed is,
              or will within 120 days from the date of delivery of such Loan to
              Countrywide be, so insured or guaranteed. No action has been
              taken or failed to have been taken which has resulted or will
              result in an exclusion from, denial of, or defense to, coverage
              under such insurance or guarantee; and all conditions within the
              control of Seller as to the validity of the insurance or guaranty
              as required by the National Housing Act of 1934 and the rules and
              regulations thereunder, or as required by the Servicemen's
              Readjustment Act of 1944 and the rules and regulations
              thereunder, or imposed by the mortgage insurance companies or
              other insurers have been properly satisfied, and said insurance
              or guaranty is valid and enforceable.

        (7)   All federal and state laws, rules and regulations applicable to
              the mortgage Loans have been complied with, including but not
              limited to: the Real Estate Settlement Procedures Act, the Flood
              Disaster Protection Act, the Federal Consumer Credit Protection
              Act including the Truth-in-Lending and Equal Credit Opportunity
              Acts, and all applicable statutes or regulations governing fraud,
              lack of consideration, unconscionability, consumer credit
              transactions or interest charges.

        (8)   No Loan is the subject of, and Seller is not aware of any facts
              which could give rise to, litigation which could affect
              Countrywide's ability to enforce the terms of the obligation or
              its rights under the mortgage documents.

        (9)   There is in force for each Loan either (a) a paid-up title
              insurance policy on the Loan issued by a Countrywide approved
              title company in an amount at least equal to the outstanding
              principal balance of the Loan or (b) an attorney's mortgage lien
              opinion. (Negatively amortizing loans require additional
              coverage.)

        (10)  There is in force for each Loan valid hazard insurance policy
              coverage and, where applicable, valid flood insurance policy
              coverage, and such coverages meet the requirements of Countrywide
              specified in the Manual.

        (11)  Seller will record the corporate assignment in the name of
              Countrywide Home Loans, Inc., at the time the deed of
              trust/mortgage is recorded, and the assignment of the Loan from
              Seller to Countrywide shall be valid and enforceable.

        (12)  The borrower has no rights of rescission, set-offs,
              counter-claims or defenses to the note or deed of trust/mortgage
              securing the note arising from the acts and/or omissions of
              Seller.

        (13)  Seller has no knowledge that any improvement located on or being
              part of the mortgaged property is in violation of any applicable
              zoning law or regulation.

        (14)  All improvements included for the purpose of determining the
              appraised value of the mortgaged property lie wholly within the
              boundaries and building restriction lines of such property, and
              no improvements on adjoining properties encroach upon the
              mortgaged property.

        (15)  There is no proceeding pending for total or partial condemnation
              of any mortgaged property and said property is free of
              substantial damage (including, but not limited to, any damage by
              fire, earthquake, windstorm, vandalism or other casualty) and in
              good repair.

        (16)  Seller has no knowledge of any circumstances or conditions with
              respect to any Loan, mortgaged property, trustor/mortgagor or
              trustor's/mortgagor's credit standing that reasonably could be
              expected to cause private institutional investors to regard any
              Loan as an unacceptable investment, cause any Loan to become
              delinquent or adversely affect the value or marketability of the
              Loan.

        (17)  All documents submitted are genuine. All other representations as
              to each such Loan are true and correct and meet the requirements
              and specifications of all parts of this Agreement and the Manual.



                                                                              3


     B. Seller represents and warrants to Countrywide that as of the date first
     set forth above and as of the date of Countrywide's purchase of each Loan
     hereunder:

        (1)   Seller is duly organized, validly existing and in good standing
              under the laws of its state of incorporation and is qualified
              and/or licensed as necessary to transact business, including the
              originating and selling of mortgage loans, and is in good
              standing in each state where the property securing a Loan is
              located.

        (2)   Seller has the full power and authority to hold and sell each
              Loan; and neither the execution and delivery of this Agreement,
              nor the acquisition or origination of the Loans, nor the sale of
              the Loans, nor the consummation of the transactions contemplated
              herein, nor the fulfillment of or compliance with the terms and
              conditions of this Agreement will conflict with, or result in a
              breach of any term, condition or provision of, Seller's
              certificate of incorporation or by-laws, any license held by
              Seller or governing Seller's activities or any agreement to which
              Seller is a party or by which Seller is bound, or constitute a
              material default or result in an acceleration under any of the
              foregoing.

        (3)   No consent, approval, authorization or order of any court,
              governmental body or any other person or entity is required for
              the execution, delivery and performance by Seller of this
              Agreement, including but not limited to, the sale of the Loans to
              Countrywide.

        (4)   Neither Seller nor its agents know of any Suit, action,
              arbitration or legal or administrative or other proceeding
              pending or threatened against Seller which would affect its
              ability to perform its obligations under this Agreement.

        (5)   Seller is not a party to, bound by or in breach or violation of
              any agreement or instrument, or subject to or in violation of any
              statute, order or regulation of any court, regulatory body,
              administrative agency or governmental body having jurisdiction
              over it, which materially and adversely affects, or may in the
              future materially and adversely affect, the ability of Seller to
              perform its obligations under this Agreement or the Manual,
              including, without limitation, Seller's repurchase and
              indemnification obligations pursuant to Sections 7, 8 and 9 of
              this Agreement.

7.   SELLER'S REPURCHASE OBLIGATIONS
     A. Seller shall repurchase any Loan sold to Countrywide pursuant to this
        Agreement within twenty business days of receipt of written notice from
        Countrywide of any of the following circumstances (the "Repurchase
        Obligation"):

        (1)   Seller fails to deliver to Countrywide within 270 days from the
              date each Loan was purchased the original documents specified in
              the Delivery of Closed Loans section of the Manual.

        (2)   Countrywide determines that there is any evidence of fraud in the
              origination of the Loan or in the sale of the Loan to Countrywide
              or that any matter in the mortgage loan file is not true and
              correct.

        (3)   If Countrywide determines the Loan is not eligible for GNMA, FNMA
              or FHLMC pool participation or whole loan purchase or purchase by
              a private investor, or, if Countrywide has sold such Loan in
              whole or in part to GNMA, FNMA, FHLMC or a private investor, and
              GNMA, FNMA, FHLMC or the private investor requires Countrywide to
              repurchase said interest or reimburse it for losses, or the
              mortgage insurer denies coverage on the Loan; provided the reason
              for such ineligibility, repurchase, reimbursement or denial shall
              be due to a failure of the Loan to meet requirements specified in
              the Manual at the time of Countrywide's purchase of the Loan from
              Seller.

                                                                              4



        (4)   If the first payment due Countrywide is not received by
              Countrywide, whether from the borrower directly or forwarded by
              Seller if the Borrower has submitted the payment to Seller, by
              the last day of the month in which it is due, and, in addition,
              at any time within the first twelve months after the Loan has
              been purchased by Countrywide, the Borrower is 90 days delinquent
              with respect to a monthly payment. For this purpose a Borrower
              shall be considered to be 90 days delinquent on a monthly payment
              if it is not received by Countrywide by the last day of the third
              month, regardless of the number of days in the month. For
              example, if the Borrower has not made his/her January payment by
              the last day of March, the Borrower shall be considered 90 days
              delinquent with respect to the January payment. Seller shall not
              have the right to advance funds for or on behalf of a Borrower
              for any delinquent payment or to otherwise make funds available
              to any Borrower to avoid or cure a default by the Borrower. A
              payment for which Countrywide deducted funds at the time it
              purchased the Loan from Seller shall not be considered the first
              payment due Countrywide.

        (5)   Seller fails to observe or perform or breaches in any material
              respect any of the representations, warranties or agreements
              contained in this Agreement or the Manual with respect to a
              particular Loan.

        (6)   With respect solely to VA Loans purchased by Countrywide pursuant
              to an Assignment of Trade Addendum to this Agreement or on a
              Direct Trade basis pursuant to a Direct Trade Addendum to this
              Agreement, if the Loan goes into foreclosure within 24 months
              from the date of sale of the Loan to Countrywide as to those
              Loans with full guarantees from the VA and 48 months from the
              date of sale of the Loan to Countrywide as to those Loans with
              partial guarantees from the VA and as to which the VA gives
              Countrywide a no-bid instruction in conjunction with the
              foreclosure sale on such Loan.

     B. The option to request or accept repurchase of any Loan is at the sole
        discretion of Countrywide. Notwithstanding that a Seller may be
        obligated pursuant to the terms of this Section 7 to repurchase a Loan,
        if such Loan is in compliance with all requirements of this Agreement
        and the Manual at the time of its purchase by Countrywide and if there
        is no evidence of fraud or misrepresentation in connection with the
        Loan, Countrywide, in its sole discretion and on terms determined
        solely by Countrywide, may consider permitting Seller to indemnify
        Countrywide against all suits, costs, damages, losses, fees or claims,
        including without limitation reasonable attorneys' fees, which may be
        incurred by Countrywide in connection with such Loan. Such
        indemnification shall be substantially in the form of the applicable
        Indemnification Agreement, the provisions of which shall include,
        without limitation, the requirement that the Seller shall pay to
        Countrywide, at the time that the Indemnification Agreement is
        executed, the amount specified by Countrywide as the amount necessary
        to cover its projected and potential costs and losses, and including
        the service release premium paid by Countrywide to the Seller with
        respect to the Loan.

     C. It is agreed by the parties that Seller's Repurchase Obligation with
        respect to a Loan shall not be obviated by the fact that the property
        securing the Loan has been foreclosed upon and said property has been
        acquired by Countrywide or a third party, it being understood that the
        term Repurchase Obligation encompasses within its meaning the
        repurchase of the property from Countrywide if Countrywide has acquired
        the property, or, if a third party has acquired the property,
        reimbursing Countrywide in the amount specified in Section 8.C. of this
        Agreement.

     D. It is further agreed by the parties that if Countrywide has made demand
        on Seller to repurchase a Loan pursuant to Section 7 of this Agreement,
        Countrywide shall have the right to withhold any moneys due Seller in
        connection with the Loan(s) subject to the Repurchase Obligation or any
        other Loans until the parties have agreed that the Repurchase
        Obligation is satisfied.

                                                                              5



8.   REPURCHASE PRICE
     A. The repurchase price for Loans subject to a Repurchase Obligation
     pursuant to Section 7 hereof shall be as follows:

        (1)   The current unpaid principal balance of such Loan if it has been
              pooled or resold. If such loan has not been pooled or resold by
              Countrywide, the repurchase price shall be at the original price,
              less principal reduction since the original purchase of the Loan
              by Countrywide; plus

        (2)   All interest accrued but unpaid on the principal balance of the
              Loan from the paid-to-date of the loan through and including the
              last day of the month in which the repurchase is made; plus

        (3)   All expenses, including but not limited to reasonable fees and
              expenses of counsel, incurred by Countrywide in enforcing
              Seller's obligation to repurchase such Loan; plus

        (4)   The original servicing release premium paid by Countrywide with
              respect to such Loan; plus

        (5)   Any  unreimbursed  advances of taxes or insurance made by 
              Countrywide  with regard to such Loan as of the date of 
              repurchase; less

        (6)   Any proceeds of mortgage insurance with respect to the Loan
              collected by Countrywide.

              Upon any such repurchase of Loans by Seller, Countrywide shall
              endorse the promissory note (without recourse) and shall assign
              any security interest (without recourse and in recordable form)
              to Seller.

     B. If the real property security for the Loan has been foreclosed upon and
        purchased by Countrywide at the foreclosure sale, then the repurchase
        price pursuant to Section 7 hereof, notwithstanding the amount of
        Countrywide's credit bid, shall be:

        (1)   The current unpaid principal balance of such Loan if it has been
              pooled or resold. If such loan has not been pooled or resold by
              Countrywide, the repurchase price shall be at the original price,
              less principal reduction since the original purchase of the Loan
              by Countrywide; plus

        (2)   All interest accrued but unpaid on the principal balance of the
              Loan from the paid-to-date of the loan through and including the
              last day of the month in which the foreclosure sale occurs; plus

        (3)   All costs and expenses, including but not limited to reasonable
              fees and expenses of counsel, incurred by Countrywide in
              connection with the foreclosure and in enforcing Seller's
              Repurchase Obligations hereunder; plus

        (4)   The original servicing release premium paid by Countrywide with
              regard to such Loan; plus

        (5)   Any  unreimbursed  advances of taxes or insurance made by 
              Countrywide  with regard to such Loan as of the date of 
              repurchase; plus

        (6)   Interest on the amounts set forth in paragraphs (1) through (5)
              above at the Loan rate from the end of the month in which the
              foreclosure sale occurred until and including the date of
              repurchase by Seller; less

        (7)   Any proceeds of mortgage insurance collected by Countrywide with
              respect to the Loan.

              Upon payment of the repurchase price, Countrywide shall transfer
              title to the property securing such Loan to Seller.

                                                                              6


     C. If the real property security for the Loan has been sold at foreclosure
        and purchased by a third party, the amount Seller shall pay Countrywide
        to fulfill its Repurchase Obligation pursuant to Section 7 of this
        Agreement shall be as follows:

        (1)   The current unpaid principal balance of such Loan if it has been
              pooled or resold. If such loan has not been pooled or resold by
              Countrywide, the repurchase price shall be at the original price,
              less principal reduction since the original purchase of the Loan
              by Countrywide; plus

        (2)   All interest accrued but unpaid on the principal balance of the
              Loan from the paid-to-date of the loan through and including the
              last day of the month in which the foreclosure sale occurs; plus

        (3)   All costs and expenses, including but not limited to reasonable
              fees and expenses of counsel, incurred by Countrywide in
              enforcing Seller's Repurchase Obligations hereunder; plus

        (4)   The original servicing release premium paid by Countrywide with
              regard to such Loan; plus

        (5)   Any  unreimbursed  advances of taxes or insurance made by 
              Countrywide  with regard to such Loan as of the date of 
              repurchase; plus

        (6)   Interest on the amounts set forth in paragraphs (1) through (5)
              above at the Loan rate from the end of the month in which the
              foreclosure sale occurred until and including the date of
              repurchase by Seller; less

        (7)   The net proceeds of the foreclosure sale (sale price minus costs
              and expenses, including but not limited to reasonable fees and
              expenses of counsel, incurred by Countrywide in connection with
              the foreclosure sale); less

        (8)   Any proceeds of mortgage insurance collected by Countrywide in
              connection with the Loan.

9.   HOLD HARMLESS
     A. Seller shall hold Countrywide harmless and shall indemnify Countrywide
        from and against any and all suits, costs, damages, losses, fees or
        claims, including without limitation reasonable attorney's fees
        ("Loss"), arising out of or in connection with any negligence, fraud or
        a material omission on the part of Seller in receiving, processing or
        funding any Loan committed to Countrywide for sale under Section 2
        above, during the origination period and Commitment Period up to and
        including the date the Loan is purchased by Countrywide. Seller's
        obligation to Countrywide in this regard shall remain effective after
        Countrywide's purchase of the Loan if the Loss arose prior to purchase
        but was undetected at time of purchase. This paragraph shall not modify
        Seller's obligations contained elsewhere in this Agreement.

     B. Seller shall also hold Countrywide harmless and shall indemnify
        Countrywide from and against any and all suits, costs, damages, fees or
        claims, including without limitation reasonable attorneys' fees,
        arising out of or in connection with any one or more of the items set
        forth in paragraphs (1) through (6) of Section 7 A.
        of this Agreement.

10.  NO SOLICITATION
     Loans sold to Countrywide cannot be solicited by Seller for refinance for
     a period of 12 months from the date the Loan is purchased by Countrywide.
     Borrowers requesting a refinance from Seller within the 12 month period
     must be referred to Countrywide or, provided the refinanced loan meets all
     Countrywide requirements as specified in the Manual, may be processed by
     the Seller and sold to Countrywide for a service release premium, if any,
     to be negotiated by the parties.





11.  PROHIBITION AGAINST USE OF NAME OR AFFILIATION
     Seller shall not hold itself out as a joint venturer, partner,
     representative, employee or agent of Countrywide. Nor shall it use
     Countrywide's name in any advertising or written or broadcast material
     without Countrywide's express prior written consent. This prohibition
     shall not prevent Seller from using any advertising media provided to it
     by Countrywide for use by Seller and containing any copyrighted
     Countrywide name or logo. Such copyrighted name or logo shall remain in
     place.

12.  TERMINATION- SUSPENSION
     A. This Agreement may be terminated as to future commitments for sale of
        Loans by either party at any time, but such termination shall not in
        any respect change or modify the obligation of Seller with respect to
        Loans already subject to a Commitment. The effective time of
        termination shall be the earlier of the time written notice is actually
        received by the other party or five days after written notice is posted
        in the United States Postal Service by the canceling party. Termination
        of this Agreement shall not in any way affect either Seller's or
        Countrywide's obligations, representations, warranties or
        indemnifications with respect to Loans already purchased by
        Countrywide; provided, however, that Countrywide may immediately
        terminate its obligations hereunder without notice and immediately
        return to Seller any Loans subject to a Commitment, and Seller shall
        accept such loans if Countrywide reasonably determines that there has
        been any deception, fraud, concealment or material misrepresentation by
        Seller in performing any of its duties, obligations, responsibilities
        or actions undertaken in connection with this Agreement or in
        connection with any Loan sold to Countrywide pursuant to this
        Agreement.

     B. In addition to the termination rights set forth in Paragraph A. above,
        in the event that Countrywide believes in good faith that Seller has
        breached an obligation (including a Repurchase Obligation under Section
        7), representation, warranty or covenant under the Agreement, or will
        be unable to fulfill any of its obligations under the Agreement or the
        Manual (including a Repurchase Obligation under Section 7), Countrywide
        may, in its sole and absolute discretion, suspend this Agreement as to
        future Commitments for the sale of Loans by Seller. Such suspension
        shall be effective immediately upon Seller's receiving written notice
        of same from Countrywide and shall last until Countrywide, in its sole
        discretion, determines to reactive or terminate this Agreement.

13.  EXHIBITS
     All exhibits attached hereto or material referred to in this Agreement,
     including the Manual, are incorporated by reference into this Agreement.
     To the extent there are differences between requirements as stated in the
     Manual and as stated in this Agreement, the provisions of this Agreement
     shall govern.

14.  ENTIRE AGREEMENT
     The entire agreement between the parties is contained in this Agreement
     and in the Manual and cannot be modified in any respect except by an
     amendment in writing signed by both parties. The invalidity of any portion
     of this Agreement shall in no way affect the balance thereof.

15.  ASSIGNMENT
     Seller may not assign its rights or delegate its duties or obligations
     under this Agreement without the prior written consent of Countrywide.
     This Agreement shall be binding on and inure to the benefit of the
     permitted successors and assigns of the parties hereto.

                                                                              8



16.  ATTORNEYS' FEES AND EXPENSES-CHOICE OF LAW AND FORUM
     If any party hereto shall bring suit or other proceeding against the other
     as a result of any alleged breach or failure by the other party to fulfill
     or perform any covenants or obligations under this Agreement, then the
     prevailing party obtaining final judgment in such action shall be entitled
     to receive from the non-prevailing party reasonable attorneys' fees
     incurred by reason of such action and all costs of suit and preparation
     thereof at both trial and appellate levels. This Agreement shall be
     governed by and construed and enforced in accordance with applicable
     federal law and the laws of the State of California. In addition, any such
     suit or proceeding shall be brought in the federal or state courts located
     in Los Angeles County, California, which courts shall have sole and
     exclusive in personam, subject matter and other jurisdiction in connection
     with such suit or proceedings, and venue shall be appropriate for all
     purposes in such courts.

17.  NO REMEDY EXCLUSIVE--WAIVER
     No remedy under this Agreement is exclusive of any other available remedy,
     but each remedy shall be cumulative and shall be in addition to other
     remedies given under this Agreement or existing at law or in equity.

     Any forbearance by a party to this Agreement in exercising any right or
     remedy under this Agreement or otherwise afforded by applicable law shall
     not be a waiver or preclude the exercise of that or any other right or
     remedy.

18.  NOTICE
     Unless otherwise provided in this Agreement, all notices under this
     Agreement shall be in writing, deemed effective upon receipt and addressed
     as indicated below.


To: Countrywide Home Loans, Inc.    To Lender/Seller: E-Loan, Inc.
Correspondent Lending Division              Mortgage Banking Department
                                            ---------------------------
155 North Lake Avenue                       6200 Village Parkway, Suite 10
                                            ---------------------------
Mail Stop No. 5-53                          Dublin, CA 94562-3004
                                            ---------------------------
Pasadena, California 91101                  Attention: Leslie Chang
                                            ---------------------------
Attention: Vice President of Production    
                                            ---------------------------



AGREED TO AND ACCEPTED BY:

Seller:  E-Loan, Inc.                       Countrywide Home Loans, Inc.
         -------------------------
By:      Steve M. Majerus                   By:      /s/ signature illegible
         -------------------------                   --------------------------
         Signature                                   Signature
Name:    Steven M. Majerus                  Name:    Martin Govaerts
         -------------------------                   --------------------------
Title:   Director, Mortgage Banking         Title:   Assistant Vice President
         -------------------------                   --------------------------
Dated:   September 25, 1998                 Dated:   10/28/98
         -------------------------                   --------------------------



                                                                              9



              Addendum to LOAN Purchase Agreement for Junior Loans
                                        
         THIS ADDENDUM, IS MADE THIS 25th DAY OF SEPTEMBER 1998 BETWEEN
        COUNTRYWIDE HOME LOANS, INC., ("COUNTRYWIDE"), AND E-LOAN, INC.
        ("SELLER"), TO THE LOAN PURCHASE AGREEMENT ("LPA") DATED AS OF:
                               SEPTEMBER 25, 1998

1. For the purposes of the sale of loans secured by liens that are other than
senior loans ("Seconds"), including home equity lines of credit ("HELOCs") and
fixed rate loans secured by junior liens, all provisions of the LPA shall be
applicable and remain valid, binding and in full force and effect, except as
specifically modified herein. For the purposes of the sale of all Loans other
than Seconds, the provisions of the LPA as they currently exist without the
modifications provided herein shall remain valid, binding and in full force and
effect. The provisions in this Addendum shall have no effect upon the
applicability of the LPA to Loans other than Seconds.

2. Wherever in the LPA the term "note" is used, the term shall include home
equity credit line agreements, and agreements of similar import. Wherever in
the LPA the term "manual" is used, the term "Guide" shall be used in its stead.

3. For the purposes of HELOCs, the first sentence of Section 6.A.(3) of the LPA
is amended and restated in its entirety as follows: "The full amount of the
draw indicated on the Authorization to Pay (as indicated in the Guide)
delivered to Lender, and no other amount, has been fully funded to the
borrower."

4. Section 6.A.(9) of the LPA is amended and restated in its entirety as
follows: "(9) There is in force for the Loan either (a) a paid-up valid and
enforceable lenders title insurance policy on the Loan insuring Seller, its
successors and assigns, issued by a Countrywide approved title company, as to
the first or second priority lien position, as applicable, in full compliance
with all requirements in the Guide, (b) an attorney's mortgage lien opinion, or
(c) if permitted under the requirements specified in the Guide, a title
guarantee or title search.

5. Section 6.A.(18) of the LPA is added to the LPA as follows: "(18) If the
Loan is in a second lien position, none of the documents evidencing, securing
or otherwise relating to the mortgage loan in the first lien position in any
way restricts or prohibits the borrower(s) from obtaining the Loan or from
creating any of the liens granted as security for the Loan and the Loan does
not violate any term or condition imposed by any such document."

6. Section 6.B.(1) of the LPA is hereby amended and restated in its entirety as
follows: "(1) Seller is duly organized, validly existing and in good standing
under the laws of its state of incorporation and is qualified and/or licensed
as necessary to transact business, including the originating and selling of
each Loan, including without limitation, with rates of interest, loan type and
other terms provided in the Loan documents, and is in good standing in each
state where property securing a Loan is located."

7. All references in Section 8 of the LPA to "service release premium" are
replaced with "premium paid to Seller by Countrywide at the time of its
purchase of the Loan".

8. The following is added as Sections 8.A.4a, 8.B.4a and 8.C.4a: "any
un-reimbursed advances made by Countrywide with respect to such Loan, including
but not limited to payments authorized by the loan documents or law to protect
the security interest; plus", and Sections 8.A(1), 8.B(1) and 8.C(1) are
amended and restated in their entirety as follows: "The repurchase price shall
be the original purchase price, less principal reduction made since the Closing
Date."

THE PARTIES HERETO DO AGREE TO THE FOREGOING AS OF THE DATE ABOVE FIRST
WRITTEN.

        SELLER: E-Loan, Inc.                 COUNTRYWIDE HOME LOANS,  INC.
              ---------------------
        a:    California Corporation         A NEW YORK CORPORATION
              ---------------------
        By:   /s/ Steve M. Majerus           By: /s/ illegible
              ---------------------             ----------------------------
              SIGNATURE                          SIGNATURE
        Name: Steven M. Majerus              Name: Martin Govaerts
              ---------------------               --------------------------
        Title: Director, Mortgage Banking    Title: Assistant Vice President
              ---------------------               --------------------------




                      ADDENDUM TO LOAN PURCHASE AGREEMENT

THIS ADDENDUM is made this 25th day of September, 1998 between Countrywide Home
Loans, Inc., ("COUNTRYWIDE") and E-LOAN, Inc. ("SELLER") to the Loan Purchase
Agreement ("LPA") dated as of September 25, 1998.

         1. Definitions. The terms "Subprime Loan", "Mortgage Loan Schedule",
"Commitment", "Commitment Letter", "Pool Commitment", "Spot Commitment" and
"Closing Date" shall have the meanings set forth therefor in the "Guide" (as
defined below).

         2. Commitment to Purchase Loans. The following is hereby added at the
end of the first sentence of Section 2: ", except that for the purposes of
Subprime Loans, the procedure pursuant to which Seller may commit to sell a
Subprime Loan to Countrywide is detailed in the Subprime section of the Guide."

         3. Representations and Warranties.

                  A. Section 6.A(7) is amended and restated in its entirety as
follows: "All federal and state laws, rules and regulations applicable to the
Loan for its applicable Loan Type have been complied with, including but not
limited to: the Real Estate Settlement Procedures Act, the Flood Disaster
Protection Act, the Federal Consumer Credit Protection Act including the
Truth-in-Lending and Equal Credit Opportunity Acts, the Federal Fair Housing
Act, the Home Ownership and Equity Protection Act of 1994 and all applicable
federal and state statutes or regulations governing fraud, lack of
consideration, unconscionability, consumer credit transactions, consumer
protection, interest or other charges, licensing and mortgage insurance."

                  B. Section 6.B(1) is amended and restated in its entirety as
follows: "Seller is duly organized, validly existing and in good standing under
the laws of its state of incorporation and is qualified and/or licensed as
necessary to transact business, including the originating and selling of each
Loan, including without limitation, with rates of interest, loan type and other
terms provided in the Loan documents, and is in good standing in each state
where property securing a Loan is located."

                  C. Section 6.A(18) is added as follows: "For each Subprime
Loan, all information regarding such Subprime Loan in the Confirmation therefor
and the Mortgage Loan Schedule attached to such Confirmation is true and
correct."

         4. Purchase Limitation. The obligation to purchase any Subprime Loans
identified in a Confirmation does not extend to any Loans that would violate
any representation and warranty by Seller contained in the LPA.

         5. Purchase Price. The purchase price of each Subprime Loan shall be
calculated by multiplying the unpaid principal balance of each Subprime Loan
(as adjusted for the borrower's next payment) on the Closing Date by its
applicable purchase price percentage calculated in accordance with the rate
sheet at the time of purchase for "Spot" Commitments, or as stated in the
Commitment letter for "Pool" Commitments (the "PURCHASE PRICE"). If a
borrower's payment is due 15 days or earlier after the Closing Date (an "Early
Payment"), the portion of such payment attributable to principal shall be
deducted from the unpaid principal balance for calculating the Purchase Price.
Seller shall then retain borrower's Early Payment when made. The purchase
proceeds paid by Countrywide to Seller shall consist of the Purchase Price plus
accrued interest as of the Closing Date and less (i) any positive escrow
balances, and (ii) any amounts actually owed and paid by Seller for Mortgage
Loan tax service contracts and flood certification determinations which are
transferable and transferred to Countrywide on the Closing Date. Without
limitation on Countrywide's other rights herein, the Purchase Price is subject
to change if it is determined that the loan characteristics of the Subprime
Loan to be purchased differ from the characteristics represented on the
Mortgage Loan Schedule.






         6. Premium Recapture. Should any Borrower prepay a Subprime Loan
during the twelve month period following Countrywide's purchase of the loan,
Seller shall reimburse Countywide, upon demand, some or all of the purchase
price premium above par paid by Countrywide. The reimbursement shall be
calculated using the following formula for "Spot" commitments and "Pool"
commitments unless stated otherwise in the "Pool" commitment letter:



                                                                                       
         Purchase Price             12 minus the number of months
         Premium           x        expired since the date of purchase         - Prepay         = Premium
                                    ----------------------------------
         paid by Countrywide                12                                 penalty             Refund


         7. Repurchase Price. For the purposes of determining the repurchase
price of a Subprime Loan, Sections 8.A(4), 8.B(4) and 8.C(4) are deleted, and
Sections 8.A(1), 8.B(1) and 8.C(1) are amended and restated in their entirety
as follows: "The repurchase price shall be the original Purchase Price (as
defined in this Addendum), less principal reduction made since the Closing
Date."

         8. Seller's Guide. All references to "Countrywide's Correspondent
Lender Division Loan Purchase Program Seller's Manual" or "Manual" throughout
the LPA are replaced with "Countrywide's Correspondent Lending Seller's Guide"
or "Guide", respectfully. Seller acknowledges receipt of the Guide, which may
be amended, modified or supplemented from time to time by Countrywide, in its
sole and absolute discretion, which amendments, modifications or supplements
shall be effective upon Countrywide's sending the same to Seller.

         9. Brokers. Neither party has employed or otherwise engaged, nor shall
employ, or otherwise engage, any broker or finder in connection with the
negotiation or execution of the LPA, this Addendum or any Commitment, nor with
respect to the transactions contemplated by this Addendum, in such a manner as
to give rise to any claim, against any party, for any brokerage commission,
finder's fee or similar payment. Each party shall indemnify and defend the
other party for any claims for brokerage commission, finder's fee or similar
payment based upon statements or agreements alleged to have been made by the
indemnifying party.

         10. LPA Terms. All provisions of the LPA shall be applicable and
remain valid, binding and in full force and effect, except as specifically
modified herein.


        The parties hereto do hereby agree to the foregoing as of the date
above first written.



Seller:                         Countrywide:
      E-Loan, Inc,                          
      ---------------------     COUNTRYWIDE HOME LOANS, INC.
a:    California Corporation    A NEW YORK CORPORATION
      ---------------------
By:   /s/ J. Pawlowski          By: /s/ illegible
      ---------------------        ----------------------------
Name: Janina Pawlowski          Name: Martin Govaerts 
      ---------------------          --------------------------
Title: President                Title: Assistant Vice President
      ---------------------          --------------------------







                       MANDATORY COMMITMENTS (BULK SALES)

This agreement (the "Addendum") constitutes an Addendum to that Loan Purchase
Agreement dated September, 1998 by and between Countrywide Home Loans, Inc. a
New York Corporation ("Countrywide"), E-Loan, Inc. and a CA corporation
                         ("Seller") (the "Agreement").

This Addendum is for the purpose of setting forth the obligations of the Seller
to Countrywide in accordance with Countrywide's mandatory commitment program,
which is further described in the Seller's Manual. The terms and conditions of
the Loan Purchase Agreement are incorporated herein by reference. This Addendum
shall modify, amend, and form a part of the terms of the Agreement. All terms
contained herein shall have the same meaning as in the Agreement, unless
otherwise defined herein. In the event of any conflict between the terms and
conditions of the Agreement and this Addendum as it pertains to the mandatory
commitment program, the terms and conditions of this Addendum shall prevail.

GENERAL

Seller may elect to deliver loans to Countrywide under the mandatory commitment
program by entering into a mandatory delivery commitment (a "Commitment") to
deliver a specified amount and type of loan on or before a specified date.
Under the mandatory commitment program, the Seller shall be obligated to pay a
mark-to-market pair-off fee if the Seller fails to deliver qualifying loans by
the date specified in the Commitment (the Commitment Expiration Date"), in the
amount specified in the Commitment (the "Commitment Amount"), or otherwise
under the terms provided in the applicable Commitment.

I.       PAIR-OFF ASSESSMENT

Pair-off fees shall be assessed as of the dates and times (the "Pair-Off
Assessment Date") provided for:

         (a)      as of the date and time that the Seller notifies Countrywide
                  of its election for a reduction of any portion of the
                  Commitment Amount; or

         (b)      as of the date and time that the Seller notifies Countrywide
                  of its election for a program substitution as described in
                  the Seller's Manual for any portion of the mandatory
                  commitment (such substitution to be treated as a reduction of
                  the Commitment Amount); or

         (c)      as of the close of the Commitment Expiration Date if
                  qualifying loan files are not delivered by seller in an
                  amount equal to the Commitment Amount, less the allowable
                  delivery variance provided for in the Commitment; or

         (d)      as of the close of business on such date subsequent to the
                  Commitment Expiration Date that Countrywide determines that a
                  loan delivered by the Commitment Expiration Date was not
                  eligible for purchase.

I.       PAIR-OFF CALCULATION AND PAYMENT OF PAIR-OFF FEES

The pair-off fee shall be assessed and calculated as provided:

         (a)      A pair-off fee shall be assessed should the Seller notify
                  Countrywide of its election to pair-off all or a portion of
                  the Commitment Amount prior to the Commitment Expiration Date
                  pursuant to the provisions of paragraphs I(a) and I(b) above.
                  In such event, the Commitment shall be amended to require
                  Seller to deliver, and for Countrywide to purchase, the
                  original Commitment Amount reduced by the amount paired-off
                  by Seller (the "Amended Commitment Amount") with all other
                  terms of the Commitment remaining unchanged. Any such amount
                  which Seller elects to pair-off shall hereinafter be referred
                  to as the "Amount Paired-Off By Seller."

         (b)      A pair-off fee shall be assessed should Seller fail to
                  deliver qualifying loans by the Commitment Expiration Date
                  with an aggregate principal balance equal to the Commitment
                  Amount or the Amended Commitment Amount applicable, less the
                  allowable delivery variance provided for in the Commitment.
                  Any such shortfall in the delivery of qualifying loans by the
                  Commitment Expiration Date shall be hereinafter referred to
                  as the "Delivery Shortfall Amount.")





         (c)      The pair-off fee to be assessed on Amounts Paired-Off by
                  Seller and Delivery Shortfall Amounts shall be calculated by
                  multiplying the Amount Paired-Off by Seller or Delivery
                  Shortfall Amount, as applicable, by a percentage equal to the
                  sum of .125% (the "Administrative Fee"), plus the positive
                  price difference, if any, between the percentage price posted
                  by Countrywide as of the Pair-Off Assessment Date (on the
                  loans which were the subject of the Commitment), and the
                  percentage price to have been paid by Countrywide pursuant to
                  the Commitment. Countrywide's posted percentage price on the
                  Pair-Off Assessment Date shall be determined as follows:

                  i.          If the Pair-Off Assessment Date is the Commitment
                  Expiration Date, or a subsequent date, pursuant to paragraph
                  I(c) and (d) above, the posted percentage price to be used
                  shall be that percentage price posted by Countrywide
                  applicable to the earliest delivery option available on such
                  Pair-Off Assessment Date (e.g., the price for a mandatory 2
                  day delivery).

                  ii.          If the Pair-Off Assessment Date is earlier than
                  the Commitment Expiration Date pursuant to paragraphs I (a)
                  or I (b), then the posted price to be used shall be the
                  posted mandatory delivery price applicable to the delivery
                  period option which expires closest to, but not after the
                  Commitment Expiration Date. For Example, if the Pair-Off
                  Assessment Date is 40 days prior to the Commitment Expiration
                  Date, the posted price to be used for the pair-off fee
                  calculation shall be Countrywide's 29 day mandatory delivery
                  price on the Pair-Off assessment Date. (For purposes of this
                  example, available mandatory delivery periods are: 2, 7, 15,
                  29, 45, 60 and 75 days.)

         (a)      Notwithstanding the provisions of paragraph II (c) above, the
                  administrative fee shall be a minimum of $100.

         (b)      The pair-off fees assessed hereunder shall be due and payable
                  within five (5) business days after the Pair-Off Assessment
                  Date. In addition to Countrywide's other remedies, if
                  pair-off fees are not paid within this time period, Seller
                  agrees that Countrywide shall be entitled to net and offset
                  such fees against other amounts owed by Countrywide to
                  Seller.

AUTHORIZED AGENTS

The following person(s) have been authorized by appropriate resolution of
Seller to execute this Addendum and all documents necessary and appropriate to
bind Seller pursuant to the terms of this Addendum. Countrywide may rely on any
instructions received from such person(s) and the same shall be fully binding
on Seller until such time as Countrywide shall receive written instructions
revoking the authority of such person to bind Seller to any future
transactions.

          1. Steve Majerus
            --------------------------------------------------------

          2. Christian Larsen
            --------------------------------------------------------

          3. Janina Pawlowski
            --------------------------------------------------------

          4. 
            --------------------------------------------------------

COUNTRYWIDE HOME LOANS, INC. ("BUYER")

          BY: /s/ illegible
             -------------------------------------------------------

       TITLE: Assistant Vice President
             -------------------------------------------------------

        DATE: 10/28/98
             -------------------------------------------------------

   ("SELLER")

          BY: /s/ J. Pawlowski
             -------------------------------------------------------

       TITLE: President
             -------------------------------------------------------

        DATE: September 25, 1998
             -------------------------------------------------------