Exhibit 10.09

AMENDMENT NO. 1 
TO MASTER REPURCHASE AGREEMENT

Amendment No. 1, dated as of May 20, 2004 (this
"Amendment"), by and between MERRILL LYNCH MORTGAGE CAPITAL
INC. (the "Buyer") and E-LOAN, INC.
("Seller").

RECITALS

The Buyer and the Seller are parties to that certain
Master Repurchase Agreement, dated as of February 6, 2004 (the
"Existing Repurchase Agreement"; as amended by this Amendment,
the "Repurchase Agreement").  Capitalized terms used but not
otherwise defined herein shall have the meanings given to them in the Existing
Repurchase Agreement.

The Buyer and the Seller have agreed, subject to the terms
and conditions of this Amendment, that the Existing Repurchase Agreement be
amended to reflect certain agreed upon revisions to the terms of the Existing
Repurchase Agreement.

Accordingly, the Buyer and the Seller hereby agree, in
consideration of the mutual promises and mutual obligations set forth herein,
that the Existing Repurchase Agreement is hereby amended as follows:

SECTION 1.   Definitions.  Section 2 of the Existing
Repurchase Agreement is hereby amended by deleting the definitions of
"Market Value" and "Maximum Purchase Price" in their
entirety and replacing them with the following language:

1.1.   "Market Value" shall mean, as of any
date with respect to any Purchased Mortgage Loan, the price at which such
Mortgage Loan could readily be sold as determined by the Buyer in its sole
discretion.  Without limiting the generality of the foregoing, the Seller
acknowledges that the Market Value of a Purchased Mortgage Loan may be reduced
to zero by Buyer if:

1. such Purchased Mortgage Loan ceases to be an Eligible
Mortgage Loan;
2. the Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement (other than to a Take-
out Investor pursuant to a Bailee Letter) for a period in excess of 10 calendar
days;
3. the Purchased Mortgage Loan is a Wet-Ink Mortgage Loan
for which the related Mortgage File has not been received and certified by the
Custodian by the seventh Business Day following the related Purchase Date;
4. such Purchased Mortgage Loan is a Delinquent Mortgage
Loan;
5. such Purchased Mortgage Loan is a New Jersey Covered Loan
and has not been made subject to a Takeout Commitment on or before the date
which is 30 days after the related Purchase Date;
6. such Purchased Mortgage Loan is rejected by the related
Takeout Investor;
7. such Purchased Mortgage Loan has been subject to a
Transaction hereunder for period of greater than (i) with respect to each New
Jersey Covered Loan, 45 days, or (ii) with respect to each Mortgage Loan other
than a New Jersey Covered Loan, 90 days;
8. the Buyer has determined in its sole discretion that the
Purchased Mortgage Loan is not eligible for whole loan sale or securitization in
a transaction consistent with the prevailing sale and securitization industry
with respect to substantially similar Mortgage Loans;
9. such Purchased Mortgage Loan contains a breach of a
representation or warranty made by the Seller in this Repurchase Agreement or
the Custodial Agreement;
10. when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all
HELOCs exceeds 50% of the Maximum Purchase Price;
11. when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all
Sub-Prime Mortgage Loans that are Purchased Mortgage Loans exceeds 15% of the
Maximum Purchase Price;
12. when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all
Wet-Ink Mortgage Loans that are Purchased Mortgaged Loans exceeds 25% of the
Maximum Purchase Price;
13. when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all
Super Jumbo Mortgage Loans that are Purchased Mortgaged Loans exceeds 5% of the
Maximum Purchase Price; or
14. when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all
Aged Loans that are Purchased Mortgaged Loans exceeds 5% of the Maximum Purchase
Price.

1.2.   "Maximum Purchase Price" shall mean (i)
from the Effective Date up to but not including July 2, 2004, $200,000,000; (ii)
during the period beginning on July 2, 2004 through and including August 18,
2004, $150,000,000 and (iii) on and after August 18, 2004,
$100,000,000.

SECTION 2.   Conditions Precedent.  This Amendment shall become
effective on May 20, 2004 (the "Amendment Effective Date")
subject to the satisfaction of the following conditions precedent:

2.1.   Delivered Documents.  On the Amendment Effective
Date, the Buyer shall have received the following documents, each of which shall
be satisfactory to the Buyer in form and substance:

1. this Amendment, executed and delivered by duly authorized
officers of the Buyer and the Seller; and
2. such other documents as the Buyer or counsel to the Buyer
may reasonably request.

SECTION 3.   Limited Effect.  Except as expressly amended and
modified by this Amendment, the Existing Repurchase Agreement shall continue to
be, and shall remain, in full force and effect in accordance with its
terms.

SECTION 4.   Fees.  The Seller agrees to pay as and when billed
by the Buyer all of the reasonable fees, disbursements and expenses of counsel
to the Buyer in connection with the development, preparation and execution of,
this Amendment or any other documents prepared in connection herewith and
receipt of payment thereof shall be a condition precedent to the Buyer entering
into any Transaction pursuant hereto.

SECTION 5.   Confidentiality.  The parties hereto acknowledge
that this Amendment, the Existing Repurchase Agreement, and all drafts thereof,
documents relating thereto and transactions contemplated thereby are
confidential in nature and the Seller agrees that, unless otherwise directed by
a court of competent jurisdiction, they shall limit the distribution of such
documents and the discussion of such transactions to such of its officers,
employees, attorneys, accountants and agents as is required in order to fulfill
its obligations under such documents and with respect to such
transactions.

SECTION 6.   Limited Effect.  Except as expressly amended and
modified by this Amendment, the Existing Repurchase Agreement shall continue to
be, and shall remain, in full force and effect in accordance with its terms.

SECTION 7.   GOVERNING LAW. THIS AMENDMENT 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.

SECTION 8.   Counterparts.  This Amendment may be executed in
one or more counterparts and by different parties hereto on separate
counterparts, each of which, when so executed, shall constitute one and the same
agreement.

SECTION 9.   Conflicts.  The parties hereto agree that in the
event there is any conflict between the terms of this Amendment, and the terms
of the Existing Repurchase Agreement, the provisions of this Amendment shall
control.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.

|Buyer: | MERRILL LYNCH MORTGAGE CAPITAL INC.,
as Buyer
|------ | ---------------------------------------------

| | By: _____/s/ John Winchester_____________
Name:  John Winchester
Title:    Vice President
| | -----------------------------------------------------------------------------------------

|Seller: | E-LOAN, INC.
as Seller
|------- | ----------------------

| | By: ______/s/ Matt Roberts_______________
Name:   Matt Roberts
Title:    CFO
| | ----------------------------------------------------------------------------

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