FY2002 10K Exhibit 10.91





                         Exhibit 10.91 



                                  * Confidential treatment requested


First Amendment to Auto Loan Purchase and Sale
Agreement



This FIRST AMENDMENT ("Amendment") to the
Auto Loan Purchase and Sale Agreement ("Agreement") dated and
effective May 15, 2002 by and between E-LOAN, Inc. ("E-LOAN") and
Triad Financial Corporation, d/b/a RoadLoans.com ("RoadLoans" or
"Correspondent") is entered into and effective this 8th day of
October, 2002.



FOR GOOD AND VALUABLE CONSIDERATION the receipt and
sufficiency of which is expressly acknowledged by the parties hereto, E-LOAN and
RoadLoans agree as follows:





	Section 1.2 of the Agreement is hereby amended to
read as follows:



1.2Offer.  From time to time during the Term of
this Agreement, E-LOAN shall submit, for Correspondent's review and approval, an
offer to sell one or more prospective Loans (each, an "Offer") under the terms
of this Agreement. Each Offer shall be in a format acceptable to Correspondent,
and shall include the items and information set forth on Exhibit A, which
shall include the application relating to each offered Loan and such other
information as mutually agreed by the parties.  In determining whether to submit
an Offer to Correspondent, E-LOAN shall apply Correspondent's underwriting and
other criteria for purchase of Loans subject to this Agreement as set forth on
Exhibit B ("Purchase Criteria") to the Loan application, and
shall only submit Offers that E-LOAN reasonably believes satisfy the Purchase
Criteria.  E-LOAN is not obligated to offer to sell any Loans or prospective
Loans to Correspondent, provided, however, that beginning on
October 8, 2002 and continuing until December 31, 2002, with respect to Loans
with California borrowers ("California Loans") that (i) E-LOAN does not sell to
an E-LOAN affiliate, (ii) meet Correspondent's Purchase Criteria, and
(iii) and are not considered by E-LOAN in its reasonable discretion to be
"prime" loans, E-LOAN shall offer to sell such California Loans to Correspondent
before offering such loans to any other financial institution; after December
31, 2002, this requirement that E-LOAN offer California Loans for sale to
Correspondent shall continue in effect until terminated by either party upon
thirty (30) days prior written notice. The time period while E-LOAN is required
to offer California Loans to Correspondent as described above shall be referred
to as the "California Priority Review Period."  Correspondent is not obligated
to buy any Loans except as provided in Section 1.3.




	Exhibit E is hereby deleted in its entirety and replaced
with Exhibit E attached to this Amendment.




	The Agreement is hereby modified and amended to
incorporate the terms and conditions set forth herein, which shall supercede and
prevail over any conflicting terms of the Agreement.  Except for these changes
set forth above, all of the terms and conditions of the Agreement shall remain
in full force and effect.

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TRIAD FINANCIAL CORPORATION, D/B/A ROADLOANS.COM
	
E-LOAN, INC.

	


By: _______/s/___________________

              Authorized Signature
	


By:  _______/s/____________________

             Authorized Signature

	


Name: ___Stephen M. Herz_______
	


Name: ___Chris A. Goodman__________

	


Title:  ___SVP Auto Financing_____
	


Title: Vice President/Managing Director

	


Date:  _10/9/02___
	


Date: _____10/8/02________________



















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EXHIBIT E



Purchase Price



	With respect to each Loan made, Correspondent shall pay E-LOAN via ACH the
Principal Balance of each Loan within 48 hours of receipt of the Required
Documents for such Loan.  Payment shall be made into the following collection
account:



 
Account Name: E-Loan Auto Collection Account

Bank Name: Wells Fargo Bank 

Bank ABA: [ ** ]

Bank Account #: [ ** ] 




Calculation and payment of Additional Compensation shall be as shown
below.


	As additional compensation for E-LOAN's performance of Services hereunder,
Correspondent will pay E-LOAN a fee equal to $[ ** ] ("Origination
Fee") for each Loan purchased under this Agreement, except for California
Loans purchased by Correspondent during the California Priority Review Period in
accordance with Section 1.2.  
	As additional compensation for E-LOAN's performance of Services hereunder,
Correspondent will pay E-LOAN an Origination Fee equal to $[ ** ] for each
California Loan purchased under this Agreement where Correspondent provided a
Confirmation during the California Priority Review Period.  Upon termination of
the California Priority Review Period, Correspondent will pay E-LOAN a fee equal
to $[ ** ] for each California Loan purchased under this Agreement.  

	Payment:  On or before the 10th of each month,
Correspondent shall pay E-LOAN the aggregate Origination Fees for all Loans made
in the prior calendar month pursuant to this Agreement.




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