Exhibit 10.9**FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made and enteredinto as of the 11th day of February, 2000, between SOUTHPARKCORPORATE CENTER, L.L.C., a Delaware limited liability company ("Landlord"), andE-LOAN, INC., a Delaware corporation ("Tenant").
**PREMISES OF AGREEMENT:**
A.	Landlord and Tenant have entered into that certain Office Lease(the "Lease") dated February 4th, 2000, whereby Tenant has leased from Landlordthe premises described therein, located in Building "E" of Metro Square, 3563Philips Highway, Jacksonville, Florida 32207.

B.	Pursuant to Section 15.14 of the Lease, Landlord and Tenant have amutual desire to amend the Lease as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and conditionshereinafter set forth, the parties hereto agree as follows:
General
.  This Amendment is intended to be a modification of theterms and conditions of the Lease, subject to the provisions hereof. Except asmay be otherwise provided, any word or phrase that is ascribed a certaindefinition or meaning in the Lease shall have the same definition or meaningwhere it appears in this Amendment. To the extent of any conflict between theLease and the provisions of this Amendment, the provisions hereof shall governand control the rights and obligations of the parties hereto.
Letter of Credit
.  Landlord and Tenant hereby agree that theprovision Section 3.7 of the Lease shall be and the same hereby are deleted, andthe following provisions shall be inserted in lieu thereof:

Additional Security.

a.	As of the execution date of this Lease, Tenant shall, in addition tothe Security Deposit, provide Landlord with a letter of credit in substantiallythe form attached as Exhibit "G" to this Lease, drawn on an FDIC-insured U.S.bank (the "issuing bank"), the face amount of such letter of credit (the "letterof credit") to be the sum of $500,000.00; provided that, subject to obtainingLandlord's prior written consent as set forth below, Tenant shall be permittedto reduce the face amount of the letter of credit as follows, such reductions tobe effective as of the dates indicated below (the "reduction dates)"):

i.	As of the beginning of the third Lease Year, to $410,000.00;

ii.	As of the beginning of the fourth Lease Year, to $320,000.00; and

iii.	As of the beginning of the fifth Lease Year, to $160,000.00.

b. 	As of the date thirty (30) days prior to each reduction date, Tenantmay request in writing that Landlord consent to the reduction of the letter ofcredit as set forth above. Subject to any prior draft made on the letter ofcredit in accordance with the terms thereof, Landlord shall, within ten (10)days following receipt of Tenant's written request, either consent to thereduction of the letter of credit as requested or refuse such consent inwriting. In the event that Landlord refuses to grant consent as requested, suchrefusal shall set forth any default(s) by Tenant that has (have) not been curedto Landlord's satisfaction as of the date thereof, the existence of whichpermits Landlord to refuse Tenant's request. Should Landlord refuse to consentto a reduction in the letter of credit due to any default(s) by Tenant, Landlordshall, upon receipt of Tenant's written request following satisfactory cure ofsuch default(s), deliver written consent to such reduction as requested.

c.	Said letter of credit shall provide that it is being given to Landlordas security for Tenant's full and faithful performance of its obligations underthis Lease and that, upon receipt of Landlord's written notice of demand, theissuing bank unconditionally agrees to pay the full amount of the letter ofcredit to Landlord- ~ provided that Landlord's notice shall certify that Tenantis in default under this Lease and shall specify the nature of such default. Acopy of Landlord's demand notice with respect to said letter of credit shallalso be given to Tenant. In the event that Landlord draws upon Tenant's letterof credit, the amount received shall be applied as necessary to cure Tenant'sdefault, and the remaining balance, if any, shall continue to be held byLandlord as part of the Security Deposit under this Lease. Notwithstanding anyprovision hereof to the contrary, however, the face amount of Tenant's letter ofcredit shall not be reduced as set forth above in the event that Tenant is indefault under this Lease. Furthermore, should the issuing bank notify Landlordof its intent to either (i) withdraw the letter of credit for any reason or (ii)reduce the face amount thereof below the amounts required above withoutLandlord's consent, Landlord's receipt of such notice shall be a materialcondition of default under this Lease, entitling Landlord to exercise any remedyprovided hereunder, including drawing upon the letter of credit.
Ratification
.  Subject to the express provisions of this Amendment,Landlord and Tenant hereby ratify each and every other provision of the Leaseand confirm that the same are in full force and effect as of the datehereof.

EXECUTED by Landlord and Tenant as of the date first above written.

TENANT

E-LOAN, INC.,**