Cooper SECOND AMENDED AND RESTATED NOTE U.S. $50,000,000 Originally Issued June 24, 1998 Amended and Restated as of April 26, 1999 Further Amended and Restated as of July 28, 1999 FOR VALUE RECEIVED, E-LOAN, INC., a corporation organized and existing...

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SECOND AMENDED AND RESTATED NOTE

U.S. $50,000,000	Originally Issued June 24, 1998
	Amended and Restated as of April 26, 1999
	Further Amended and Restated as of July 28, 1999

FOR VALUE RECEIVED, E-LOAN, INC., a corporation organized and
existing under the laws of Delaware (the "Borrower"), hereby promises to pay to
the order of XXXXXX RIVER FUNDING INC., a Delaware corporation (the "Lender"),
in lawful money of the United States of America in immediately available funds
on the Expiry Date (as defined in the Warehouse Credit Agreement) the principal
sum of FIFTY MILLION United States Dollars ($50,000,000), or, if less, the
aggregate unpaid principal amount of all Advances (as defined in the Warehouse
Credit Agreement) made by the Lender to the Borrower pursuant to the Warehouse
Credit Agreement.
The Borrower promises also to pay interest on the unpaid
principal amount of each Advance from the date such Advance is made until paid
in full, at the interest rates, and at the times, as specified in the Warehouse
Credit Agreement.
This Note is the Note referred to in the Warehouse Credit
Agreement dated as of June 24, 1998, as amended (as so amended, the "Warehouse
Credit Agreement"), among the Borrower, the Lender and GE Capital Mortgage
Services, Inc., as Agent, and is entitled to the benefits thereof.  This Note is
secured by the Warehouse Security Agreement.
This Note is subject to mandatory prepayment as provided in
Section 4.02 of the Warehouse Credit Agreement and, in case an Event of Default
(as defined in the Warehouse Credit Agreement) shall occur and be continuing,
the principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Warehouse Credit
Agreement.
	The Borrower hereby waives diligence, presentment,
protest, demand or notice of every kind in connection with this Note.
	This Note amends, restates and supersedes an Amended and
restated Note in the principal amount of $25,000,000 payable to the order of the
Lender dated as of April 26, 1999 (the "Restated Note"), which amended, restated
and superseded a Note in the principal amount of $15,000,000 payable to the
order of the Lender dated June 24, 1998 (the "Original Note").  However, without
duplication, this Second Amended and Restated Note shall in no way extinguish
the Borrower's unconditional obligation to repay all indebtedness evidenced by
the Original Note and/or the Restated Note.
	THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
E-Loan, Inc.
/s/ Xxxxx Xxxxxxx
Xxxxxx X. Xxxxxxx
Vice President Secondary Marketing