Exhibit 10.4

[**] Confidential Treatment RequestedMarch 7, 2002
Freddie
Mac
Mr. Jeff Becker
Capital Markets
E-Loan, Inc.
5875 Arnold Road
Dublin, CA 94568Re:	Master Commitment #[ ** ]
Seller/Servicer #[ ** ]Dear Mr. Becker:
Enclosed is an amended page(s) (the "Amendment") to the above-referenced
Mater Commitment (the "Agreement"). This Amendment changes the
following:Master Commitment/ Master Agreement Attachment
Title
Section(s)
Paragraph(s)
Page(s)Master Commitment
Required Delivery Date

2

If this Amendment is acceptable to you, please sign both
counterparts of this letter, retain one signed counterpart for your records and
return the other signed counterpart no later than March 14, 2002
to:

Federal Home Loan Mortgage Corporation
Attn: Ruth Banks, Contract Specialist
21700 Oxnard Street, Suite 1900
Woodland Hills, CA 91367

If this letter is not executed and returned by the date specified, then
Freddie Mac's offer contained in this Amendment, at Freddie Mac's option, will
be null and void.

Please replace the appropriate page(s) of the Agreement with the enclosed
page(s).



If you have any questions, please contact your Customer Relations
Representative, Robyn Cox at (818) 710-3027 or Account Manager, Butch Story
at (818) 710-3160

Sincerely,

/s/ David Stevens

David Stevens
Senior Vice President
General Manager - Community Lending

I hereby agree to the terms of the Agreement, as amended by the enclosed
pages, are acceptable.

E-LOAN, INC.

By:	/s/

Title:

Dated:

rb/122569_G01110583/BSTY-57YMSC

Master Commitment Amount. The dollar amount of this Master
Commitment shall be [ ** ] ("Master Commitment Amount").

5.	Delivery. Mortgages shall not be delivered by Originator to
Freddie Mac under this Master Commitment. In order for Mortgages to be delivered
to Freddie Mac, Originator must sell the Mortgages to Direct Seller for delivery
under the Direct Seller MC. Mortgages originated by Originator and delivered
under the Direct Seller MC will be applied toward the Master Commitment
Amount.

6.	Minimum Servicing Spread. The Minimum Servicing Spread for
Mortgages sold pursuant to the terms of this Master Commitment shall be [ ** ] basis points
(.[ ** ]).

7.	Required Delivery Date. The sale of Mortgages to Freddie Mac
through Direct Seller under the terms of this Master Commitment is mandatory and
all deliveries shall be made by April 30, 2002.

8.	Purchase Tolerance/Pair-off. Purchase by Freddie Mac of at least
90 percent of the Master Commitment Amount, will constitute fulfillment by
Seller of the purchase requirements under this Master Commitment. In addition,
Freddie Mac shall purchase Mortgages otherwise eligible for purchase with an
aggregate unpaid principal balance not to exceed 100 percent of the Master
Commitment Amount. Such purchase tolerances shall apply notwithstanding the
purchase tolerances set forth in Section 11.5 of the Guide.

9.	Required Spreads. The Required Spreads for Mortgages sold by
Direct Seller to Freddie Mac under the Guarantor Program or Multilender Program
are:



|15-year Fixed-rate Mortgages | [ ** ]basis points
(.[ ** ])
|---------------------------- | ----------------------------
|20-year Fixed rate Mortgages | [ ** ]basis points
(.[ ** ])
|30-year Fixed rate Mortgages | [ ** ]basis points
(.[ ** ])

These Required Spreads reflect Seller's participation in
Freddie Mac's Gold Remittance Cycle.

Originator agrees to provide Direct Seller with the Required Spreads stated
above when selling Mortgages to Direct Seller for delivery to Freddie Mac under
the Enhanced AOT Offering.

[**] Confidential Treatment Requested

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