Exhibit 10.7

[GRAPHIC]


                                                    PricewaterhouseCoopers LLP
                                                    333 Market Street
                                                    San Francisco CA 94105-2119
                                                    Telephone (415) 498 5000
                                                    Facsimile (415)498 7100


February 12, 2001


Matthew Roberts
Chief Financial Officer
E-LOAN, Inc.

5875 Arnold Road
Dublin, CA 94568

Dear Mr. Roberts:

This letter reflects our agreement to amend our engagement letter of June 22,
2000 with E-LOAN (the "Company") in the following respect.

The existing audit report dated November 17, 2001 and currently displayed on the
E-LOAN US web site, www.eloan.com, will be effective for a period of 180 days
from the date of our report and may not be used or distributed after such date.
The Company agrees that our report and any references thereto will be removed
from the Internet no later than such date, unless a subsequent privacy
compliance audit to provide a "refreshed report" are in the process of being
performed.

All other provisions of our engagement letter of June 22, 2000 with the Company
remain unchanged, with the exception of the fees that have been revised as
reflected in the amendment to our engagement letter dated August 29, 2000.

If you have any questions, please call Todd Roof at (415) 498-7873 or Julianne
DiFonzo at (415) 498-8193. Please have one copy of this letter signed in the
space provided below acknowledging your agreement and return it to us.

Very truly yours,



/s/ J. TODD ROOF
----------------
J. Todd Roof
Partner

PricewaterhouseCoopers LLP

<PAGE>

                                                                    Exhibit 10.7

The services and terms as set forth in this letter are agreed to.

E-LOAN

By:   /s/ MATT ROBERTS     /S/ STEPHANY FORTNER
      -----------------------------------------------
      (Matthew Roberts)

      CFO
      -----------------------------------------------
      (Chief Financial Officer)

      FEB 12, 2001
      -----------------------------------------------
      (Date)

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                                                                    Exhibit 10.7

                      EXHIBIT I: SAMPLE ASSESSMENT CRITERIA

Note: These assessment criteria are taken from the AICPA's WebTrust 3.0 On-Line
Privacy program.

A.   Disclosures

     1.   E-LOAN Inc. discloses on the E-LOAN.com US web site, www.eloan.com,
          its information privacy practices. These practices include, but are
          not limited to, the following disclosures:

          o  The specific kinds and sources of information collected and
             maintained; the use of that information; and possible third party
             distribution of that Information;

          o  Choices regarding how personal information collected from an
             individual online may be used and/or distributed. Individuals are
             given the opportunity to opt out of such use by either not
             providing such information or denying its distribution to parties
             not involved with the transaction;

          o  Sensitive information needed for the electronic commerce
             transaction. Individuals must "opt-in" before this information is
             gathered and transmitted;

          o  The consequences, if any, of an individual's refusal to provide
             information or of an individual's decision to opt-out (or not
             opt-in) of a particular use of such information; and

          o  How personal information collected can be reviewed and, if
             necessary, corrected or removed.

     2.   If the E-LOAN.corn US web site uses cookies or other tracking methods
          (e.g. web bugs and middleware), E-LOAN discloses how they are used. If
          the customer refuses cookies, the consequences, if any, of such
          refusal are disclosed.

     3.   E-LOAN discloses its procedure for individuals, companies or other
          users to inform the entity about breaches or possible breaches to the
          privacy and security of its electronic commerce system(s).

     4.   E-LOAN discloses information to enable customers to contact it for
          questions or support.

     5.   E-LOAN discloses its procedures for consumer recourse for issues
          regarding privacy that are not resolved by E-LOAN. These complaints
          may relate to


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<PAGE>

                                                                    Exhibit 10.7

          collection, use and distribution of private information, and the
          consequences for failure to resolve such complaints. This resolution
          process should have the following attributes:

          o  E-LOAN's commitment to use a specified third party dispute
             resolution service or other process mandated by regulatory bodies
             in the event the customer is not satisfied with E-LOAN's proposed
             resolution of such a complaint together with a commitment from such
             third party to handle such unresolved complaints. Procedures to be
             followed in resolving such complaints, first with E-LOAN and, if
             necessary, with the designated third party.

          o  A description of what use or other action will be taken with
             respect to the private information, which is the subject of the
             complaint, until the complaint is satisfactorily resolved.

     6.   E-LOAN discloses any additional privacy practices needed to comply
          with applicable laws or regulations or any self-regulatory programs in
          which E-LOAN participates.

     7.   E-LOAN discloses changes or updates to its privacy practices.

     8.   E-LOAN clearly discloses to the site's visitors when they have left
          the site covered by E-LOAN privacy policy.

B.   Policies, Goals and Objectives

     1.   E-LOAN's policies regarding the protection of personal information
          include, but are not limited to, the following items:

          o  Notice to the customer regarding the information collected;

          o  Choice to the customer regarding the type(s) of information
             gathered and any options the customer has regarding the collection
             of this information

          o  The procedures to add new users, modify the access levels of
             existing users, and remove users who no longer need access;

          o  Employees who are allowed access based upon responsibilities and
             who authorizes that access;

          o  Access by the customer to his or her private information for update
             and corrective purposes;

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<PAGE>

                                                                    Exhibit 10.7

          o  How complaints about privacy can be addressed;

          o  Procedures to handle security incidents;

          o  Record retention and destruction practices; and

          o  E-LOAN's commitment to use third-party dispute resolution that
             conforms to the Principles of Arbitration in Appendix C of the
             AICPA's WebTrust 3.0 On-line Privacy program.

     2.   E-LOAN's employees responsible for the privacy of personally
          identifiable information are aware of and follow E-LOAN's published
          privacy and related security policies.

     3.   Accountability for E-LOAN's privacy policy and related security
          policies has been assigned.

     4.   E-LOAN has allocated training and other resources to support its
          privacy and related security policies.

     5.   E-LOAN's privacy and related security policies are consistent with
          disclosed privacy practices and applicable laws and regulations.

C.   Procedures and Technology Tools

     1.   E-LOAN has appropriate security procedures to establish new users.

     2.   E-LOAN has procedures to identify and authenticate authorized users.

     3.   E-LOAN has procedures to allow users to, change, update or delete
          their own user profile.

     4.   E-LOAN has procedures to limit remote access to the internal network
          to only authorized personnel.

     5.   E-LOAN has procedures to prevent customers, groups of individuals, or
          other entities from accessing other than their own private or
          sensitive information.

     6.   E-LOAN has procedures to limit access to personally identifiable
          information to only authorized employees based upon their assigned
          roles and responsibilities.

     7.   E-LOAN utilizes a minimum of 128-bit encryption to protect
          transmission of user authentication, verification, and sensitive or
          private information that is passed over the Internet from unintended
          recipients.

                                      -5-
<PAGE>
Matthew Roberts
February 12, 2001



                                                                    Exhibit 10.7

     8.   E-LOAN has procedures to maintain system configurations that minimize
          security exposures potentially affecting private or sensitive
          information.

     9.   E-LOAN has procedures to ensure that private information obtained as a
          result of electronic commerce is only disclosed to parties essential
          to the transaction unless customers are clearly notified prior to
          providing such information. If the customer was not clearly notified
          when he or she submitted the information, customer permission is
          obtained before such information is released to third parties.

     10.  E-LOAN has procedures to ensure that private information obtained as a
          result of electronic commerce is used by employees only in ways
          associated with E-LOAN's business.

     11.  E-LOAN has procedures for personally identifiable information
          collected, created or maintained by it to subject the information to
          reasonable edit and validation checks as it is collected.

     12.  E-LOAN has procedures to obtain assurance or representation that the
          adequacy of information protection and privacy policies of third
          parties to whom information is transferred, and upon which E-LOAN
          relies, is in conformity with E-LOAN's disclosed privacy practices.

     13.  Customer permission is obtained before downloading files to be stored
          or alter or copy information on a customer's computer.

          o  If the customer has indicated that it does not want cookies, E-LOAN
             has controls to ensure that cookies are not stored on the
             customer's computer.

          o  E-LOAN requests customer permission to. store, alter, or copy
             information (other than cookies) in the customer's computer.

     14.  In the event that a disclosed privacy policy is changed or deleted to
          be less restrictive, E-LOAN has procedures to protect personal
          information in accordance with the privacy policies in place when such
          information was collected. Clear and conspicuous customer notification
          and choice are required to allow E-LOAN to follow the new privacy
          policy with respect to their personal information.

D.   Monitoring and Performance Measures

     1.   E-LOAN maintains procedures to monitor the security of its electronic
          commerce systems.

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                                                                    Exhibit 10.7
Matthew Roberts
February 12, 2001


     2.   E-LOAN has procedures in place to keep its disclosed privacy and
          related security policies current with laws and regulations and to
          monitor adherence to its current privacy and security policy
          practices.

     3.   E-LOAN has procedures in place to test its privacy and security
          incident policy and update it as needed due to technology changes,
          changes in the structure of the electronic commerce system(s), or
          information gained from tests of its plan.

     4.   E-LOAN has procedures in place to monitor and act upon privacy and
          security breaches.


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