FY2002 10K Exhibit 10.98





                         Exhibit 10.98 




AMENDMENT NUMBER FOUR

                  to the

                  Master Loan and Security Agreement

                  Dated as of March 21, 2003

                  by and between

                  E-LOAN, INC.

                  and

                  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.



This AMENDMENT NUMBER FOUR is made this 12th
day of March, 2003, 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, 2003, by and between
the Borrower and the Lender, as amended (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 extend the Termination Date thereunder to March
31, 2003;



WHEREAS, as of the date of this Amendment, the Borrower
represents to the Lender that it is in compliance with all of the
representations and warranties and all of the affirmative and negative covenants
set forth in the Agreement;



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 March 12, 2003, Section 1
of the Agreement is hereby amended by deleting the definition of Termination
Date and replacing it with the following:  


"Termination Date" shall mean March 31,
2003, or such earlier date on which this Loan Agreement shall terminate in
accordance with the provisions hereof or by operation of law.
 





SECTION 2.  Defined Terms.  Any terms capitalized
but not otherwise defined herein should have the respective meanings set forth
in the Agreement.



SECTION 3.  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 4.  Representations.  In order to
induce the Lender to execute and deliver this Amendment Number Four, 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 5.  Governing Law. This Amendment
Number Four 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 6.  Counterparts.  This Amendment
Number Four 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 Four 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

	 	 
	 	
By:  ________________________

	 	
Name: Joe Kennedy

	 	
Title: President

	 	 
	 	
GREENWICH CAPITAL FINANCIAL PRODUCTS. INC.

   (Lender)

	 	 
	 	
By:  ________________________

	 	
Name:  Anthony Palmisano

	 	
Title:  Vice President