Exhibit 10.5

Second Amendment to Auto Loan Purchase and Sale
Agreement

This SECOND AMENDMENT ("Amendment") to the Auto Loan Purchase and
Sale Agreement dated and effective May 1, 2000 by and between E-LOAN, Inc.
("E-LOAN") and Wells Fargo Bank, N.A. -Auto Finance Group ("Wells Fargo" or
"Correspondent"), as amended by the First Amendment to Auto Loan Purchase and
Sale Agreement dated January 23, 2001 (collectively, the "Agreement") is
entered into and effective on this 15th day of March, 2001

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

1. Section 1.3 of the Agreement is hereby amended to read as follows:
2. The following new Section 1.10 is hereby added to the Agreement:
3. The following new Section 1.11 is hereby added to the agreement.
4. Exhibit A is hereby deleted and replaced with the Exhibit A
attached to this Amendment.
5. The first parenthetical sentence in Exhibit B stating "(see Well Fargo
Express Auto Loan Rate Sheet for model year, term and minimum loan amount
eligibility, a sample of which is attached as Exhibit G.)" is hereby
deleted and replaced with the following:
6. Exhibit E is hereby deleted and replaced with the Exhibit E
attached to this Amendment.
7. The attached Exhibit F is hereby added to the Agreement.
8. Effective April 1, 2001, E-LOAN will use best efforts to generate a
minimum [*] and maximum of [*] in funded loans per calendar month.
9. 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 this changes set forth above, all
of the terms and conditions of the Agreement shall remain in full force and
effect.



|WELLS FARGO BANK, N.A. - AUTO E-LOAN, INC. FINANCE GROUP | E-LOAN, INC.                                    
|-------------------------------------------------------- | ------------------------------------------------
|By:	/s/ Paul Tsang	Authorized Signature                  | By:	/s/ Stephen M. Herz	Authorized Signature    
|Name:	Paul Tsang
Title: 	Vice President                  | Name:	Stephen M. Herz
Title: 	SVP Consumer Loans
|                                                         | By:	/s/ Matt Roberts	Authorized Signature       
|                                                         | Name:	Matt Roberts
Title: 	CFO                  

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EXHIBIT A

Documents to be Submitted by E-Loan with Offers to Sell a
Loan

|Product:
Loan amount:
Term:                                                                                                                                                | Make:
Model:
Year:
Vehicle Mileage:                                                                                                                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Primary Applicant Information:                                                                                                                                             | Co-Applicant Information                                                                                                                                                  
|Primary applicant name:
Primary applicant SSN:
Primary applicant score:
Birthdate:                                                                                         | Co-applicant name:
Co-applicant SSN:
Co-applicant score:
Birthdate:                                                                                                       
|Current residence:
Home phone number:
Time at current residence:
Rent/Mortgage payment:
Residence status (rent/own):                                                       | Current residence:
Home phone number:
Time at current residence:
Rent/Mortgage payment:
Residence status (rent/own):                                                      
|If less than 2 years at current residence:
	Previous residence:
	Time at previous residence:                                                                               | If less than 2 years at current residence:
	Previous residence:
	Time at previous residence:                                                                              
|Name of Employer:
Employer address:
Employer phone:
Occupation:
Time on job:                                                                                               | Name of Employer:
Employer address:
Employer phone:
Occupation:
Time on job:                                                                                              
|If less than 2 years with current employer:
	Name of previous employer:
	Previous employer address:
	Previous employer phone:
	Previous occupation:
	Time on previous job: | If less than 2 years with current employer:
	Name of previous employer:
	Previous employer address:
	Previous employer phone:
	Previous occupation:
	Time on previous job:
|Gross monthly income:
Other monthly income:
Source of other monthly income:                                                                                                | Gross monthly income:
Other monthly income:
Source of other monthly income:                                                                                               

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EXHIBIT C

Information to be Included in Confirmation

The Confirmation will include the following:

Within 2 hours of Correspondent's receipt of an Offer from E-LOAN, during
Wells Fargo's business hours, Correspondent shall, in its sole discretion,
accept or reject such offer, and shall inform E -LOAN of its decision.

For Approvals:

- Date and Time of the credit decision
- Application number
- Decisioning Lender Contact Information
- Applicant name (and Co-Applicant if applicable)
- Approved Amount
- Maximum Loan to Value % (for new and used)
- APR Rate (for new and used)
- Maximum Term (for new and used)
- Stipulations, which may include but not be limited to specifically required
documents, such as tax lien information, proof of income, proof of employment,
proof of address, individual credit bureau trade line issues, etc.

For Declinations:

- Date and Time of credit decision
- Application number
- Decisioning Lender contact information
- Applicant Name (and Co-Applicant if applicable)
- Up to 4 ECOA reasons for not approving the application as
submitted

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EXHIBIT E

Purchase Price and Fees

Purchase Price:

With respect to each Loan made, Correspondent shall pay E-LOAN, via ACH in
the account specified in Section 1.6, the Principal Balance of each Loan.
Correspondent will use its best effort to pay within 48 hours of receipt of the
Required Documents for such Loan.

Core Pricing Model:

[*]

Rules:

1. Correspondent will maintain the Core Pricing Model. Either party may update
the model with the consent of the other party.
2. The Parties will implement the mutually approved rates and fees within two
business days of approval.
3. Each time the model is updated by either party the Cost of Funds will be
updated with the most recent week ending Two (2) Year Interest Rate Swap, as
reported in the Federal Reserve Statistical Release. This rate will be obtained
from the following URL: http://www.bog.frb.fed.us/releases/hl5/Current/.
However, if he URL becomes inoperative or unavailable the parties will agree
upon an alternate neutral statistical report. At a minimum, Cost of Funds will
be updated monthly. Pricing changes related to this monthly Cost of Funds update
will be provided to E-LOAN at least 5 business days prior to month end
4. Correspondent will update all variables or parameters within the model,
including Net Loss Rates, Fee Costs, New vs. Used Distribution, and Portfolio
Mix as new data warrants such an update. This data will either be based on
Correspondent's aggregate portfolio or E-LOAN's specific portfolio.
Correspondent and E-LOAN will apply best efforts to optimize business
origination criteria and operations to meet mutual goals and maintain the
parameters within the model.
5. Pricing updates are based upon the date the credit application is initially
approved.
6. E-Loan will use its best efforts to transmit no more than [*] prospective
Loans to Correspondent per day for credit decisioning.
7. The Core Pricing Model determines the Buy Rates for prospective Loans with
original loan terms of between 37 and 60 months. A discount of [*] basis points
will be offered on the [*] and Up score range when the approved term is 36
months or less. A discount of [*] basis points will be granted on all score
ranges, excluding the [*] and Up range when the approved loan term is 36 months
or less. Both discounts are available on Loans secured by a New or Used
automobile. The discounts will be re-evaluated in the event the total of monthly
loans with approved terms 36 months or less exceed [*] percent of total monthly
loans. An additional charge of [*] basis points will be included for Loans with
approved terms greater than 60 months, secured by either a New or Used
automobile.
8. The figures set forth in the foregoing Core Pricing Model are for
illustrative purposes, and are subject to change as provided above.

Assumptions:

The beginning assumptions for the New vs. Used Distribution parameter is[*],
respectively. The beginning assumptions for Portfolio Mix parameters are: [*]
plus [*]. Changes to these parameters will be made based on originations
received from E-LOAN for the full calendar month prior to an update. Changes to
these parameters may impact the model's Servicing Expense Allocation and or Loss
rate, depicted in the model in the column titled "Servicing" and "Loss": in the
Output section of the model. The initial total servicing expense allocation
based on the initial value of the parameters is [*], and the initial total
expected Loss rate is [*]. The absolute floor (minimum) for the total Servicing
Expense Allocation is [*].

Fee Structure:

When E-LOAN updates the model they may elect either a flat or tier based
Origination Fee structure, defined as Fee Option. Within each Fee Option, E-LOAN
may charge a per unit fee from [*]. In the event E-LOAN chooses the Flat Fee
Option, the model will calculate the corresponding cost based on the fee E-LOAN
charges. The cost associated with the Flat Fee Option will be included in the
Target Buy Rate for all tiers. If E-LOAN selects the Tier Fee Option, the model
will calculate the corresponding Origination Fee cost contingent upon the
Origination Fee amount selected for a respective score distribution. The Target
Buy Rates will be updated accordingly. The Target Buy Rates are tied to the
Origination Fee Seller selects, e.g., the lower the Origination Fee, the lower
the Target Buy Rate, or the higher the Origination Fee, the higher the Target
Buy Rate. E-LOAN may, in its discretion, reduce or increase its Origination Fee
in order to increase or decrease Buy Rates for Loans; provided, however, that
any such adjustments must be within the parameters of the Core Pricing
Model.

Origination Fees:

As additional compensation for E-LOAN's performance of Services hereunder,
Wells Fargo will pay E-LOAN a fee ("Origination Fee") for each Loan purchased
under this Agreement calculated in accordance with the attached Core Pricing
Model. On or before the tenth (10`") day of each month, Wells Fargo shall pay E-
LOAN the aggregate Origination Fees for all Loans funded in the prior calendar
month pursuant to this Agreement. Notwithstanding the foregoing, E-LOAN shall
refund the Origination Fee to Wells Fargo for each Loan that is prepaid within
135 days from the date such Loan is funded.

Origination Fees will be discounted based on the aggregate dollar volume of
funded loans within each calendar month according to the following schedule. The
discount is applied to the Fee Cost and the Core Pricing Model calculates the
new Origination Fee based on the discounted fee cost.

a)	[*] - [*] discount up to and including [*].

b)	[*] - [*] basis points discount on only that amount greater than [*]
and less than [*].

c)	[*] - [*] basis points discount on only that amount greater than [*]
and less than [*].

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EXHIBIT F

Dealer Agreement

By signing, endorsing or negotiating the Draft, the
Dealer listed on the Draft agrees to comply with the terms of this Dealer
Agreement. The Draft will not be honored and paid unless Dealer does all of the
following:

1.	Confirm that the following information has been properly completed
on the Draft:

- Correct name of the dealership is filled out on the "Seller' line;
- Correct dealership phone number and the state where the dealership is
located;   Vehicle Year, Make, Model, VIN, and New/Demo or Used box checked;
- Amount of the Draft (This will be the loan amount.) NOTE: The amount of
the Draft must be within the minimum and maximum loan amounts, and must not
exceed the percentages of the vehicle's estimated value, set forth on the front
of the Draft.
- For Florida dealers, the Florida Documentary Stamp Tax must be included
on the Draft and will be deducted from the loan proceeds.
- Borrower signature - and Co-Borrower signature (if applicable).

2.	Confirm Vehicle Eligibility. The Draft may not be used with
vehicles that will be used primarily for business or commercial
purposes.

The Draft may only be used with:

- New/Demo Vehicles, model year 2002-2001, maximum mileage 6,000; or
- Used Vehicles, model year 2001-1996, maximum mileage 80,000.

3.	Call E-LOAN toll free at 1-877-305-2404 for authorization code.

4.	Read and sign the back of the Draft.

5.	Fax copies of the following to 1-888-322-9850:

- Bill of Sale, Purchase Order or Buyer's Order. For Florida dealers, the
Florida Documentary Stamp Tax must be included in the Bill of Sale or Buyer's
Order.
- Factory Invoice for new vehicle, book-out for used vehicle
- Certificate copies of credit life insurance, disability insurance, MBI,
service contract and warranty, if applicable
- Signed Odometer Disclosure Statement for used vehicles
- Copy of Borrower(s) Driver's License Proof of Borrower(s) Insurance
- Application for Certificate of Title showing first and only lien holder as:
Wells Fargo Bank, P.O. Box 254948, Sacramento, CA 95865-4948
- Copy of front and back of dated and signed Draft
- Additional conditions of approval:

THE DRAFT WILL NOT BE APPROVED FOR PAYMENT UNLESS ALL OF
THE ABOVE REQUIREMENTS ARE MET.

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