Exhibit 10.1

CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY
 [ * ] This information has been omitted based on a request for confidentialtreatment.  The non-public information has been filed separately with the SEC.**Fourth Amendment to Marketing Agreement**
This Fourth Amendment to Marketing Agreement ("Amendment") datedJuly 1, 2001, is made and entered into by and between Charles Schwab &Co., Inc., a California corporation, ("Schwab") and E-Loan, Inc., a Delawarecorporation ("E-Loan"), and is effective as of July 1, 2001.

WHEREAS, Schwab and E-Loan have entered into a Marketing Agreement dated asof April 25, 2000 (the "Agreement"), and have amended the Agreement onthree separate occasions;

WHEREAS, Schwab and E-Loan have a mutual desire to further amend theAgreement as set forth in this Amendment.

NOW, THEREFORE, the parties hereby agree as follows:
Section 8.1 of the Agreement is hereby amended to read as follows:
**8.1	Marketing Fee. In addition to the Warrant being providedby E-Loan to Schwab pursuant to section 8.2, E-Loan shall pay the following toSchwab for its marketing services provided pursuant to the Agreement:

For the period between July 1, 2001 and June 30, 2002, the sum of[*] payable in 12 equal monthly installments commencing on July 31, 2001and continuing on the last day of each succeeding month;

For the period between July 1, 2002 and June 30, 2003, the sum of[*] payable in 12 equal monthly installments commencing on July 31, 2002and continuing on the last day of each succeeding month;

For the period between July 1, 2003 and June 30, 2004, the sum of[*] payable in 12 equal monthly installments commencing on July 31, 2003and continuing on the last day of each succeeding month.
Section 11.4 of the Agreement is hereby amended by re-numbering theexisting paragraph as subparagraph (a) and adding a newsubparagraph (b) as follows:

(b)	E-Loan shall have the right to terminate this Agreement without causeon July 1, 2002, by giving written notice to Schwab on or beforeMay 2, 2002, provided, however, that E-Loan's right toterminate this Agreement pursuant to this Section shall not apply if E-Loanundergoes a "change of control" as described in Section 11.3(k) of thisAgreement at any time prior to July 1, 2002, whether or not E-Loan hasgiven notice to Schwab of E-Loan's intent to terminate the Agreement prior tosuch change Of control.
Section 11.4.1, which was added to the Agreement by the First Amendmentto Marketing Agreement dated as of July 10, 2000, is hereby deleted in itsentirety.
Section 11.6 is hereby amended as follows:

11.6	Transition Matters. Prior to the effective date of a termination ofthis Agreement, E-Loan shall timely and completely perform its obligationshereunder. Upon receipt of notice of termination, the parties shall negotiate ingood faith a transition plan, which shall provide for, among other things, thecompletion of those loan applications and loan transactions then in hand and inprocess on the effective date of the termination, the closing of the hyperlinksbetween the Schwab Websites and the Schwab Mortgage Website and the answeringand redirection of telephone calls, e-mails or other communications seekingSchwab products. Upon termination of this Agreement pursuant toSection 11.4, L-Loan shall continue to perform its obligations under theterms of the Agreement for a transition period of 180 days after the effectivedate of termination or until such earlier time that Schwab notifies E-Loan thatthe transition is complete, provided, however, that after theeffective date of termination and during the 180-day transition period E-Loan'spayment obligations under Section 8.1 shall not apply, and any compensationfor marketing services shall be as mutually agreed by the parties at marketrates consistent with past practice. E-Loan will cooperate fully with Schwab anduse its best efforts to assist Schwab in facilitating a smooth transition to anew vendor or to Schwab's own systems.
Except for the changes set forth in this Amendment, the Agreement shallremain unchanged in all respects, and shall remain in full force and effect inaccordance with its terms. All previous amendments to the Agreement are herebysuperseded by this Amendment.

E-LOAN, INC.

By: /s/ Joseph J. Kennedy	
Name: Joseph J. Kennedy	
Title: President	
CHARLES SCHWAB & CO., INC.

By: /s/ Michael Bentiveglio	
Name: Michael Bentiveglio	
Title: Senior Vice President	
 
**CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY
 [ * ] This information has been omitted based on a request for confidentialtreatment.  The non-public information has been filed separately with the SEC.****