CO-BRANDED WEB SERVICES REFERRAL AGREEMENT

1. Specifications. The functional and technical specifications that will be required for the Co-Branded Service are set forth in Exhibit A attached hereto.
2. Development Obligations. Exhibit B lists the responsibilities of each party with respect to the development of the Co-Branded Service and the schedule for its development and deployment. E-LOAN and eBay shall each perform their respective obligations described in Exhibit B, and shall use commercially reasonable efforts to complete such obligations by the dates set forth in Exhibit B. The parties acknowledge that the obligations and deliverables described in Exhibit B may be changed by prior written mutual agreement.
3. Delay in Implementation of Service. The parties acknowledge that the development and launch of the Co-Branded Service is a cooperative effort requiring the diligent efforts of both parties. Therefore, in the event that the activities designated in Exhibit B for "Stage 1" of the development of the Co-Branded Service are not complete 120 days after the Launch Date, either party may, at any time thereafter, terminate this Agreement immediately upon written notice. Such termination will be each party's sole remedy and sole liability with respect to the failure of the development activities in Exhibit B to be completed.

1. Fees. As between the parties, E-LOAN will bear all costs associated with hosting and operating the Co-Branded Service.
2. Payments. No later than 30 days after the end of each calendar quarter, E-LOAN shall pay to eBay the referral fees specified in Exhibit C accrued during such quarter, along with a report showing, in reasonable detail, the basis for calculation of such amounts.
3. Pricing Reviews. The parties will conduct an initial pricing review no later than September 1, 2000, during which the parties will re-examine in good faith the revenue sharing arrangements set forth in Exhibit C. If no agreement is reached at such initial pricing review, by default, the payment amounts set forth in Exhibit C shall automatically increase by ten percent (10%). Thereafter, no later than 45 days before each anniversary of the Effective Date during the term of this Agreement, the parties will negotiate in good faith the economic terms for the upcoming year. If the parties cannot decide upon such terms by such anniversary, either party may terminate this Agreement for convenience pursuant to Section 8 below.
4. Audits. E-LOAN shall maintain records of the transactions underlying the reports to be furnished under Section 6.2, and shall allow eBay, an auditor appointed by eBay reasonably acceptable to E-LOAN, during E-LOAN's office hours and at reasonable intervals, no more than once every twelve months, to inspect and make extracts or copies of such records solely for the purpose of ascertaining the correctness of such statements. All books of account and records will be kept available for at least two years after end of the term of this Agreement. E-LOAN shall immediately make any overdue payments disclosed by the audit plus applicable interest. Such inspection shall be at eBay's expense; however, if the audit reveals overdue payments in excess of 5% of the payments owed to date, E-LOAN shall immediately pay the cost of such audit, and eBay may conduct another audit during the same 12 month period.

1. Warranties. E-LOAN represents and warrants to eBay that, during the term of this Agreement:

1. and following the Launch Date, the Co-Branded Service will be available on a 24-hour, seven days per week basis, excluding routine, scheduled maintenance, in accordance with the specifications set forth in Exhibit A.
2. E-LOAN owns all of the right, title and interest in and to the content provided by E-LOAN hereunder, and has the right to display such content on the Co-Branded Service.
3. E-LOAN shall comply at all times with all government rules, regulations and laws applicable to provision of the E-LOAN Service and the Co-Branded Service, including without limitation all rules, regulations and laws relating to consumer privacy and data privacy of any kind.

2. Disclaimer. EXCEPT AS SET FORTH IN SECTION 7.1, E-LOAN MAKES NO OTHER WARRANTIES REGARDING THE CO-BRANDED SERVICE, EXPRESS, IMPLIED OR STATUTORY, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

1. Term and Termination. This Agreement will become effective on the Effective Date and shall remain force for an initial term of one year after the Launch Date. Thereafter, the term of this Agreement will continue until terminated as described in Section 8.2, unless earlier terminated pursuant to Section 8.3.
2. Renewal. After the initial one-year term, this Agreement will automatically renew each year for an additional one-year period, unless either party terminates this Agreement by giving written notice of its intention to terminate no later than 30 days prior to the end of the then-current term.
3. Events of Default. A party may terminate this Agreement and its further obligations hereunder upon the occurrence of any of the following events of default (subject to Sections 8.4 and 8.5):

1. The other party ceases business in the ordinary course, or makes an assignment for the benefit of its creditors; or
2. The other party is in material default of any provision of this Agreement.

4. Cure Period for Event of Default. Upon the occurrence of any event of default that is amenable to cure, and that entitles a party to terminate this Agreement, the non-defaulting party may send notice of termination, specifying the nature of the default, to the other party. If the defaulting party has not cured the default to the non-defaulting party's satisfaction within 30 days after the date of such notice, this Agreement will terminate without further notice by the non-defaulting party. Upon the occurrence of any event of default that is not amenable to cure, and that entitles a party to terminate this Agreement, the non-defaulting party may send notice of termination, specifying the nature of the default, to the other party, which notice will be effective upon receipt.
5. Effect of Termination. Upon expiration or termination of this Agreement, each party shall return or destroy the Confidential Information (as defined herein) of the other party. The rights and obligations of the parties under Sections 1, 4.2, 6, 7, 8.5, 9.4, 10, 11, 12, 13 and 14 will survive termination or expiration of this Agreement for any reason.

1. Trademark License. Each party ("Licensor") grants to the other party ("Licensee") a non-exclusive, non-transferable, royalty-free right to display the trademarks and logos adopted by Licensor ("Marks") solely to perform Licensee's obligations under this Agreement. In addition, Licensee may display the Marks on an appropriate area of its Web site indicating its business associates and strategic alliances and in such other promotions as the parties may agree upon pursuant to Exhibit D.
2. Review. Licensee shall submit to Licensor all representations of the Marks that Licensee intends to use in connection with the license granted in Section 9.1, for Licensor's approval of design, color, presentation, quality, and conformance with the Licensor's trademark and branding policies. Licensee shall not publish, disseminate, exhibit, or otherwise distribute any such representation without the Licensor's prior written permission. Once Licensor grants its approval, Licensor shall not unreasonably withdraw its approval, and Licensee will not be obligated to seek further approval for substantially similar uses of the ▇▇▇▇.
3. Assignment of Goodwill. If Licensee, in the course of performing its services hereunder, acquires any goodwill or reputation in any of the Marks, all such goodwill or reputation will automatically vest in Licensor when and as, on an on-going basis, such acquisition of goodwill or reputation occurs, as well as at the expiration or termination of this Agreement, without any separate payment or other consideration of any kind to Licensee, and Licensee agrees to take all such actions necessary to effect such vesting. Licensee shall not contest the validity of any of the Marks or Licensor's exclusive ownership of them. During the term of this Agreement, Licensee shall not adopt, use, or register, whether as a corporate name, trademark, service ▇▇▇▇ or other indication of origin, any of the Marks, or any word or ▇▇▇▇ confusingly similar to them in any jurisdiction.
4. Retained Rights. Each party hereby reserves all intellectual property rights not explicitly granted in this Agreement.

EXCEPT FOR ANY LIABILITY ARISING OUT OF A BREACH OF SECTION 12 ("CONFIDENTIALITY"), NEITHER PARTY WILL BE LIABLE TO THE OTHER, NOR WILL E-LOAN BE LIABLE TO ▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLC, FOR ANY LOST PROFITS, LOSS OF MARKET OR OPPORTUNITY, OR FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND HOWSOEVER ARISING (WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF E-LOAN OR EBAY, OR THEIR RESPECTIVE EMPLOYEES OR AGENTS) IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, PURSUANT TO ANY CLAIM IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER THEORY. EXCEPT FOR LIABILITY ARISING OUT OF SECTION 11, EACH PARTY'S LIABILITY HEREUNDER WILL BE LIMITED TO AMOUNTS PAID BY E-LOAN UNDER SECTION 6.

1. "Confidential Information" is any information disclosed by one party to the other in connection with this Agreement and which the receiving party knows or has reason to know is regarded as confidential information by the disclosing party. The Confidential Information will include, but will not be limited to, trade secrets, the structure, sequence and organization of the source code of computer software, marketing plans, techniques, processes, procedures and formulae. For each item of Confidential Information, the party disclosing the item will be called the "Disclosing Party," and the party receiving the item will be called the "Receiving Party."
2. Non-Use and Non-Disclosure. The Receiving Party shall hold all Confidential Information of the Disclosing Party in trust and confidence, and protect it as the Receiving Party would protect its own confidential information (which, in any event, will not be less than reasonable protection) and shall not use such Confidential Information for any purpose other than that contemplated by this Agreement. Unless agreed by the Disclosing Party in writing, the Receiving Party shall not disclose any Confidential Information of the Disclosing Party, by publication or otherwise, to any person other than employees and contractors (such as contract manufacturers or software developers) who (i) are bound to written confidentiality obligations consistent with and at least as restrictive as those set forth herein and (ii) have a need to know such Confidential Information for purposes of enabling a party to exercise its rights and perform its obligations pursuant to this Agreement. The foregoing confidentiality obligation will be effective for a period of three years after first disclosure of the Confidential Information pursuant to the terms of this Agreement, provided however, that each party will comply with any obligations of confidentiality as may be imposed pursuant to agreements with third parties for longer periods if the Disclosing Party discloses to the other in writing such obligations of confidentiality that may be imposed pursuant to such agreements with third parties at the time of disclosure.
3. Confidential Treatment. Without limiting the foregoing, and subject to compliance with applicable law, each party agrees to notify the other party in the event any element of this Agreement may need to be disclosed to the federal or state government pursuant to any regulatory or other disclosure requirement, and to further seek confidential treatment requested by the other with respect to certain confidential elements of the Agreement and any documents related thereto (including information relating to fees, payments and integration) in any governmental or public filings.
4. Exceptions. The obligations specified in Section 12.2 will not apply to any Confidential Information to the extent that:

1. it is already known to the Receiving Party without restriction prior to the time of disclosure by the Disclosing Party;
2. it is acquired by the Receiving Party from a third party without confidentiality restriction;
3. it is independently developed or acquired by the Receiving Party by employees or contractors without access to such Confidential Information;
4. it is approved for release by written authorization of the Disclosing Party;
5. it is in the public domain at the time it is disclosed or subsequently falls within the public domain through no wrongful action of the Receiving Party;
6. it is furnished to a third party by the Disclosing Party without a similar restriction on that third party's right of disclosure;
7. it is disclosed pursuant to the requirement of a governmental agency or disclosure is permitted or required by operation of law, provided that the Receiving Party use its best efforts to notify the Disclosing Party in advance of such disclosure and seeks confidential treatment for such Confidential Information.

5. Confidentiality of Agreement. Subject to Section 5, each party agrees that the terms and conditions of this Agreement will be treated as Confidential Information; provided that each party may disclose the terms and conditions of this Agreement: (a) to legal counsel; (b) in confidence, to accountants, banks, and financing sources and their advisors; (c) in connection with promotional and marketing activities permitted by this Agreement; and (d) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement.

1. Choice of Forum. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California, San ▇▇▇▇ ▇▇▇▇▇▇ and the Superior and Municipal Courts of the State of California, Santa ▇▇▇▇▇ County, in any litigation arising out of the Agreement.
2. Governing Law. This Agreement will be governed by and construed under the laws of the United States and the State of California, as those laws are applied to contracts entered into and to be performed entirely in California by California residents.

1. Event of Force Majeure. If the performance of this Agreement or any obligations hereunder is prevented, restricted, or interfered with by reason of acts of God, acts of an governmental authority, riot, revolution, fires, or war, or other cause beyond the reasonable control of the parties hereto ("Force Majeure"), the party so effected will be excused from such performance until such Force Majeure is removed, provided that the party so affected will use its best efforts to avoid or remove such causes of non-performance and shall continue performance hereunder with the utmost dispatch whenever such causes are removed.
2. Waiver. Any waiver of breach or default pursuant to this Agreement will not be a waiver of any other subsequent default. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition.
3. Customer Privacy and Non-Solicitation. Each party expressly acknowledges and agrees not to disclose, share, rent, sell or transfer to any third party any personal or financial information relating to the other party's customers (including without limitation a consumer's first and last name, physical address, zip code, email address, phone number, social security number, birth date, and any other information that itself identifies or, when tied to the above information, may identify a consumer), except as specifically required to satisfy the disclosing party's contractual obligations to the other party, provided that such disclosure would not violate existing law or the privacy policy of either party. Each party also agrees not to contact, solicit, or advertise, telemarket or e-mail to any of the other party's customers as a group or otherwise on the basis of their status as users of that party's service.
4. Severability. To the extent that any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that provision notwithstanding, the remaining provisions of this Agreement will remain in full force and effect and such invalid or unenforceable provision will be deleted.
5. Assignment. Neither party may assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under this Agreement (other than third-party technical infrastructure and the right to receive payments) without the other party's prior written consent, and any attempt to do so without that consent will be void; provided, however, that either party may assign all of its rights or obligations under this Agreement to a successor in interest in connection with a change of control, a sale of substantially all of its assets, or a merger, acquisition, public offering or other reorganization transaction. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
6. Notices. Any notice required or permitted pursuant to this Agreement must be in writing delivered by hand, overnight courier, telecopy, facsimile, or certified or registered mail to the address first listed above. Each party may change such address upon written notice to the other.
7. Amendment. No alteration, waiver, cancellation, or any other change or modification in any term or condition of this Agreement will be valid or binding on either party unless made in writing and signed by duly authorized representatives of both parties.
8. Counterparts. This Agreement may be executed in one or more counterparts, including facsimiles, each of which will be deemed to be a duplicate original, but all of which, taken together, will be deemed to constitute a single instrument.
9. Entire Agreement. The terms and conditions herein contained, including all Exhibits hereto, constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede any previous and contemporaneous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof. There are no other agreements, understandings, representations, or promises between the parties with respect to the subject matter of this Agreement.
10. Construction. This Agreement is the product of negotiation between the parties and their respective counsel. This Agreement will be interpreted fairly in accordance with its terms and conditions and without any strict construction in favor of either party. Any ambiguity will not be interpreted against the drafting party.