EXHIBIT 10.2

                             AMENDMENT NUMBER THREE
                                     to the
                       Master Loan and Security Agreement
                           Dated as of March 21, 2002
                                 by and between
                                  E-LOAN, INC.
                                       and
                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


               This  AMENDMENT  NUMBER  THREE is made this 26th day of November,
2002,  by and  between  E-LOAN,  INC.,  having an address at 5875  Arnold  Road,
Dublin,  California  94568 (the  "'Borrower")  and GREENWICH  CAPITAL  FINANCIAL
PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich,  Connecticut
06830 (the  "Lender"),  to the Master Loan and Security  Agreement,  dated as of
March 21, 2002,  by and between the  Borrower and the Lender (the  "Agreement").
Capitalized  terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Agreement.

                                    RECITALS

               WHEREAS,  the  Borrower  has  requested  that the Lender agree to
amend the Agreement,  to increase the Maximum  Uncommitted  Amount thereunder to
$275,000,000,  to  modify  certain  sub-limits  thereunder  end to make  certain
additional changes as set forth herein;

               WHEREAS,  in order to  induce  the  Lender  to  enter  into  this
Amendment  Number  THREE,  the Borrower has agreed to pay the Lender a fee in an
amount equal to $150,000; and

               WHEREAS,  the  Borrower  and the Lender  have agreed to amend the
Agreement as set forth herein.

               NOW THEREFORE,  for good and valuable consideration,  the receipt
and sufficiency of which are hereby  acknowledged,  and for the mutual covenants
herein contained, the parties hereto hereby agree as follows:

               SECTION 1.  Effective as of November  26, 2002,  Section 1 of the
Agreement  is  hereby  amended  by  deleting  clause  10 to  the  definition  of
Applicable Collateral Value and replacing it with the following:

(10) that is a HELOC,  High LTV Loan,  Second Lien  Mortgage  Loan or "B" or "C"
     credit  Mortgage Loan that is not covered by a Takeout  Commitment or as to
     which the related  Takeout  Commitment has expired or otherwise  terminated
     prior  to the  purchase  of  such  Mortgage  Loan  by the  related  Takeout
     Investor; or

               SECTION 2.  Effective as of November  26, 2002,  Section 1 of the
Agreement is hereby  amended by deleting  clause 1 to the  definition of Maximum
Credit and replacing it with the following:

(1)  the Maximum  Credit for Mortgage  Loans which are Wet Loans may not exceed,
     at any time,  the lesser of (A) $40 million on any day which occurs  during
     the period from the seventh to last  Business  Day of each  calendar  month
     through  and  including  the  sixth  Business  Day of the  next  succeeding
     calendar month or (B) $30 million on any other date;

               SECTION 3.  Effective as of November  26, 2002,  Section 1 of the
Agreement is hereby  amended by deleting  clauses 2 and 3 to the  definition  of
Maximum Credit and replacing it with the following:

(2)  [Reserved];

(3)  the aggregate  Maximum Credit for Mortgage Loans which are HELOCs or Second
     Lien Mortgage Loans may not exceed $70 million at any time;

               SECTION 4.  Effective as of November  26, 2002,  Section 1 of the
Agreement is hereby  amended by deleting the  definition of Maximum  Uncommitted
Amount and replacing it with the following:

"Maximum Uncommitted Amount" shall mean $275 million.
--------------------------

               SECTION 5. Effective as of November 26, 2002,  Section 2.01(b) of
the  Agreement  is hereby  amended by adding the  following  sentence to the end
thereof:

               The Lender may, at any time, terminate the uncommitted portion of
               this Loan Agreement by providing  written notice to the Borrower.
               Within  two (2)  Business  Days of receipt  of such  notice,  the
               Borrower agrees to repay the aggregate  outstanding amount of all
               Uncommitted Advances including all interest accrued thereon.

               SECTION 6.  Effective as of November 26, 2002,  Schedule 1 to the
Agreement  is hereby  amended  by adding  the  following  representations  after
representation (zz):

               (aaa) No predatory or deceptive lending practices,  including but
          not limited to, the extension of credit to a mortgagor  without regard
          for the  mortgagor's  ability  to  repay  the  Mortgage  Loan  and the
          extension  of credit to a mortgagor  which has no tangible net benefit
          to the mortgagor,  were employed in connection with the origination of
          the Mortgage Loan.

               (bbb) The Mortgage Loan is not a "High Cost Home Loan" within the
          meaning of the Georgia Fair Lending Act (the "Georgia Act").

               To the extent that the Mortgage  Loan is a "Covered  Loan" within
               the meaning of the Georgia Act, the Mortgage  Loan  complies with
               all  provisions  of the Georgia Act,  and the  Mortgage  Loan was
               either (i) a purchase  money loan,  or (ii) a  refinancing  of an
               existing  mortgage loan that had been closed more than five years
               prior to the closing of such Mortgage Loan.

               SECTION 7. Fee.  In order to induce the Lender to enter into this
Amendment  Number Three with the Borrower,  the Borrower hereby agrees to pay to
the Lender a fee equal to $150,000 to be paid to the Lender  upon  execution  of
this Amendment Number Three.  Such fee shall be paid in dollars,  in immediately
available  funds, in accordance with the Lender's  instructions.  This Amendment
Number Three shall be effective upon Lender's receipt of such fee.

               SECTION 8. Defined Terms. Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Agreement.

               SECTION  9.  Limited  Effect.   Except  as  amended  hereby,  the
Agreement  shall continue in full force and effect in accordance with its terms.
Reference  to this  Amendment  need not be made in the  Agreement  or any  other
instrument or document executed in connection therewith,  or in any certificate,
letter or  communication  issued or made  pursuant  to, or with  respect to, the
Agreement,  any reference in any of such items to the Agreement being sufficient
to refer to the Agreement as amended hereby.

               SECTION  10.  Representations.  In order to induce  the Lender to
execute and deliver this Amendment Number Three, the Borrower hereby  represents
to the Lender that as of the date  hereof,  the  Borrower is in full  compliance
with all of the terms and conditions of the Agreement and no Default or Event of
Default has occurred and is continuing under the Agreement.

               SECTION 11.  Governing Law. This Amendment  Number Three shall be
construed  in  accordance  with  the  laws  of the  State  of New  York  and the
obligations,  rights,  and remedies of the parties hereunder shall be determined
in accordance with such laws without regard to conflict of laws doctrine applied
in such state  (other than Section  5-1401 of the New York  General  Obligations
Law).

               SECTION 12.  Counterparts.  This  Amendment  Number  Three may be
executed by each of the parties  hereto on any number of separate  counterparts,
each of  which  shall  be an  original  and all of which  taken  together  shall
constitute one and the same instrument.



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               IN WITNESS WHEREOF,  the Borrower and the Lender have caused this
Amendment  Number  Three to be executed and  delivered by their duly  authorized
officers as of the day and year first above written.



                          E-LOAN, INC.
                          (Borrower)


                          By:
                            -----------------------------------------
                            Name: Steven M. Majerus
                            Title: SVP Capital Markets





                          GREENWICH CAPITAL FINANCIAL
                                          PRODUCTS, INC.


                          By:
                            -----------------------------------------
                            Name: Anthony Palmisano
                            Title: Vice President






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