Exhibit 10.19

THIRD AMENDMENT TO LOAN AGREEMENT

ThisTHIRD AMENDMENT TO LOAN AGREEMENT is made and
entered into as of July 14, 2003 (as it may be modified, supplemented or
amended from time to time in accordance with its terms, this
"Amendment") by and between E-LOAN, INC., a Delaware
corporation (the "Borrower"), and MERRILL LYNCH MORTGAGE
CAPITAL INC., a Delaware corporation (together with its successors and
assigns, "Lender").

BACKGROUND

WHEREAS, the Borrower and the Lender entered into a Loan
Agreement dated as of June 14, 2002, as amended by the First Amendment
dated as of June 16, 2002 and as amended by the Second Amendment dated as of
June 3, 2003 (as amended, supplemented and otherwise modified from time to time,
the "Existing Loan Agreement"), pursuant to which the Lender
extended financing to the Borrower on the terms and conditions set forth
therein;

WHEREAS, the parties to the Existing Loan Agreement
desire to amend the Existing Loan Agreement;

NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein contained, the parties hereto agree as follows:

1. Defined Terms.  Capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings assigned to
them in the Existing Loan Agreement.
2. Amendment.  Effective upon the execution and
delivery of this Amendment:
3. The definition of "Commitment Termination
Date" in Section 1.22 of the Existing Loan Agreement shall be amended
and restated in its entirety as follows: "means the earlier of (i) July 13,
2004, and (ii) the date on which the Commitment is otherwise terminated in
accordance with the terms of this Agreement".
4. The definition of "Securitization" in
Section 1.22 of the Existing Loan Agreement shall be amended and restated in its
entirety as follows:"means the issuance and sale of asset-backed
securities secured directly or indirectly by all or any portion of the
collateral pledged to the Lender pursuant to the Auto Fund Security Agreement
and the other Credit Documents in a transaction where at least one class or
tranche of such asset-backed securities was rated by one or more nationally
recognized rating organizations.  The financing by the Lender of the Collateral
pledged hereunder or the financing by the lender under the Credit Documents of
the collateral pledged pursuant to the Auto Fund Security Agreement shall not be
deemed a Securitization."
5. Section 5.1(s) of the Existing Loan Agreement shall be
amended and restated in its entirety as follows:
6. The Lender shall have the right to lead manage, at
commercially reasonable fees, all Securitizations, or any other long-term debt
financing, of any Receivables (as defined hereunder and under the Credit
Agreement) originated by the Borrower or any Affiliate or Subsidiary thereof
until the Lender shall have lead managed not less than Nine Hundred Million
Dollars ($900,000,0000) (based on the outstanding principal balance of such
Receivables as of the date of the related Securitization and/or long-term debt
financing) of such Securitizations and long-term debt financings; and
7. The Lender shall have (x) a right of first refusal with
regard to all auto loan and/or lease warehousing or financing relationships with
a credit quality substantially lower than the Eligible Contracts (as defined in
the Credit Agreement) and allwhole loan sales, in each case
by the Borrower or any Affiliate or Subsidiary thereof and occurring on or
before July 13, 2005, and (y) except as set forth in clause (x) of this Section
5.1(s)(ii), an exclusive right with regard to all auto loan and/or lease
warehousing or financing relationships of the Borrower and its Affiliates and
Subsidiaries occurring on or before the earlier of July 13, 2005 or the first
Nine Hundred Million ($900,000,000) of Receivables (based on the outstanding
principal balance of such Receivables as of the date of the related
Securitization) have been securitized pursuant to a Securitization; provided,
however, that the Lender shall have no such right regarding (a) any
corporate, non-asset backed securities financing of the Borrower or any
Affiliate or Subsidiary thereof, (b) any sale of any equity securities of the
Borrower or any Affiliate or Subsidiary thereof or (c) any financing of the
Borrower or any Affiliate or Subsidiary thereof not secured in whole or in part
by any Contracts; and
8. In the event that (A) the Borrower has been advised in a
written opinion to the Borrower from the Borrower's "Big Four"
independent accountants (which opinion shall be made available to the Lender by
the Borrower) that as a result of any adopted amendment or modification of
Financial Accounting Statement 140 from and after July 14, 2003, E-
LOAN Auto Fund One, LLC will not qualify as a Qualified Special Purpose
Entity (as defined in FAS 140, a "QSPE") if it were to draw any
additional Advances under the Credit Agreement, (B) the Borrower has delivered
to the Lender a proposed amendment to the Credit Agreement setting forth only
such amendments as are necessary forE-LOAN Auto Fund One,
LLC to qualify as a QSPE and an opinion from the Borrower's "Big Four"
independent accountants (which opinion shall be made available to the Lender by
the Borrower) supporting the necessity of such requested amendments, and (C)
upon the earlier of (1) a final definitive written notice by the Lender on its
letterhead, and addressed to the Borrower, that it will not agree to such
amendments (for the avoidance of doubt, any proposed modifications or alternate
solutions proposed by the Lender or its agents shall not be deemed a refusal to
agree to the requested amendments) and (2) the expiration of forty-five (45)
days after the Borrower has delivered to the Lender such proposed amendment to
the Credit Agreement, then, notwithstanding clause (x) of Section 5.1(s)(ii),
the Borrower may seek an alternate source of auto loan and/or lease warehousing
or financing for any future Receivables (as defined in the Credit Agreement)
that it may originate and that causes the borrower under such auto loan and/or
lease warehousing or financing to qualify as a QSPE.  Upon finalization of a
term sheet setting forth all of the material terms and conditions of any such
alternate auto loan and/or lease warehousing or financing that causes the
borrower thereunder to qualify as a QSPE, the Lender shall have the right of
first refusal with regard to the provisions of such term sheet that would cause
E-LOAN Auto Fund One, LLC or, in connection with an auto
loan and/or lease warehousing or financing on terms and conditions no less
favorable than those set forth in the Credit Agreement, another Subsidary or
Affiliate of the Borrower, in either case to be a QSPE.  The Lender shall
exercise such right of first refusal no later than ten (10) Business Days from
delivery of such term sheet.
9. Reserved.
10. Conditions Precedent.  The effectiveness of this
Amendment is subject to (a) the due authorization, execution and delivery by the
parties hereto of this Amendment, and (b) the due authorization, execution and
delivery by the parties to the Third Amendment to the Credit Agreement, dated
July 14, 2003, by and among E-Loan Auto Fund One, LLC, E-Loan, Inc., and Merrill
Lynch Bank USA (as acknowledged and agreed to by Systems & Services
Technologies, Inc. as the Servicer).
11. Representations, Warranties and Covenants.   The
Borrower hereby confirms that each of the representations, warranties and
covenants set forth in the Existing Loan Agreement are true and correct as of
the date first written above with the same effect as though each had been made
as of such date, except to the extent that any of such representations,
warranties or covenants expressly relate to earlier dates.  Except as expressly
amended by the terms of this Amendment, all terms and conditions of the Loan
Agreement and the other Loan Documents shall remain in full force and effect and
the Borrower hereby ratifies its obligations thereunder.
12. The Borrower confirms that as of the date hereof its
obligations under the Existing Loan Agreement, as amended by this Amendment, and
the other Loan Documents are in full force and effect and are hereby ratified.
The Borrower represents and warrants that (i) no Default or Event of Default has
occurred, (ii) it has the power and is duly authorized to execute and deliver
this Amendment, (iii) this Amendment has been duly authorized, executed and
delivered and constitutes the legal, valid and binding obligation of it
enforceable against it in accordance with its terms, (iv) it is and will
continue to be duly authorized to perform its obligations under this Amendment
and the other Loan Documents, (v) the execution, delivery and performance by it
of this Amendment does not and will not require any consent or approval, which
has not already been obtained, from any Governmental Authority, shareholder or
any other Person, and (vi) the execution, delivery and performance by it of this
Amendment shall not result in the breach of, or constitute a default under, any
material agreement or instrument to which it is a party.
13. Severability.  Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.
14. Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES; PROVIDED, THAT SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
15. Miscellaneous.
16. The parties hereto hereby agree that the amendments set
forth in this Amendment shall be incorporated into the Existing Loan Agreement.
This Amendment constitutes the entire agreement concerning the subject matter
hereof and supercedes any and all written and/or oral prior agreements,
negotiations, correspondence, understandings and communications.
17. Any reference to the Existing Loan Agreement from and
after the date hereof shall be deemed to refer to the Existing Loan Agreement as
amended hereby, unless otherwise expressly stated.
18. This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.
19. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original but all of
which shall constitute together but one and the same agreement.
20. The headings appearing in this Amendment are included
solely for convenience of reference and are not intended to affect the
interpretation of any other provision of this Amendment.

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

Lender:

MERRILL LYNCH MORTGAGE CAPITAL INC.
By:__/s/____________________________
Name:  Jeffrey Cohen
Title:  Director
Borrower:

E-LOAN, INC.
By:___/s/___________________________
Name:  Matt Roberts
Title:  CFO

/s/

Joseph J. Kennedy

President

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