EXHIBIT 10.10


                            [E-LOAN, Inc. Letterhead]

Yahoo! Inc.
701 First Avenue
Sunnyvale, California 94089
Attn:  Chief Financial Officer


Ladies and Gentlemen:

         This will confirm that E-Loan, Inc. is in the process of preparing and
filing a Form S-3 registration statement pursuant to the Securities Act of 1933
(the " Securities Act") with respect to the resale of shares issuable to Merrill
Lynch Mortgage Capital, Inc. pursuant to the exercise of warrants under that
certain Stock Purchase Warrant, dated June 14, 2002 (the "Warrant"). In an
effort to facilitate an orderly trading market for our common stock, we agree to
include in such registration 315,459 shares of our stock owned by you which you
have recently acquired from Christian Larsen (the "Shares").
We will use our best efforts to effect the registration, qualification or
compliance of the Shares under the Securities Act and under any other applicable
federal law and any applicable securities or blue sky laws of jurisdictions
within the United States; (ii) furnish you such number of copies of the
prospectus contained in the registration statement filed under the Securities
Act (including preliminary prospectus) in conformity with the requirements of
the Securities Act, and such other documents as you may reasonably request in
order to facilitate the disposition of the; and (iii) notify you at any time
when a prospectus relating to the Shares covered by such registration statement
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus forming a part of such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and at the request of you prepare
and furnish to you any reasonable number of copies of any supplement to or
amendment of such prospectus as may be necessary so that, as thereafter
delivered to purchasers of the stock, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading. We
also agree that you will be provided the same indemnification as is provided
Merrill pursuant to section 4(d) of the Warrant. In connection with this
registration you will be required to provide us certain information and
reimburse us for your proportionate share of the registration statement filing
fee. We anticipate that we will be filing this registration as soon as a pending
registration statement (File No. 333-68834) is declared effective by the
Securities and Exchange Commission. We will use our best efforts to file and
cause the registration statement covering the Shares to become effective, but
assume no financial responsibility for any delay in the registration becoming
effective. Please acknowledge your acceptance of the foregoing by signing and
returning the enclosed copy of this letter.

         This Agreement, and the rights and obligations of Yahoo! hereunder, may
be assigned by Yahoo! to any transferee or assignee of the Shares, provided that
such transfer or assignment involves transfer or assignment of all of the
Shares. Except as otherwise expressly provided herein, the terms and conditions
of this agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties hereto.

                                                     E-LOAN, INC.


                                                     Matthew Roberts
                                                     Chief Financial Officer

AGREED TO:

YAHOO! INC.

By_____________________
Title: ________________





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