Exhibit 10.9

SECOND AMENDMENT TO LOAN AGREEMENT

ThisSECOND AMENDMENT TO LOAN AGREEMENT is made
and entered into as of June 3, 2003 (as it may be modified, supplemented or
amended from time to time in accordance with its terms, this
"Amendment") by and between E-LOAN, INC., a Delaware
corporation (the "Borrower"), and MERRILL LYNCH MORTGAGE
CAPITAL INC., a Delaware corporation (together with its successors and
assigns, "Lender").

BACKGROUND

WHEREAS, the Borrower and the Lender entered into a Loan
Agreement dated as of June 14, 2002 (as amended, supplemented and otherwise
modified from time to time, the "Existing Loan Agreement"),
pursuant to which the Lender extended financing to the Borrower on the terms and
conditions set forth therein;

WHEREAS, the parties to the Existing Loan Agreement
desire to amend the Existing Loan Agreement;

NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein contained, the parties hereto agree as follows:

SECTION 1. Defined Terms.  Capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings assigned to
them in the Existing Loan Agreement.

SECTION 2. Amendment.  Effective upon the execution and
delivery of this Amendment the definition of "Commitment Termination
Date" in Section 1.22 of the Existing Loan Agreement shall be
amended and restated in its entirety as follows: "means the earlier of (i)
July 14, 2003, and (ii) the date on which the Commitment is otherwise terminated
in accordance with the terms of this Agreement".

SECTION 3. Reserved.

SECTION 4. Conditions Precedent.  The effectiveness of this
Amendment is subject to (a) the due authorization, execution and delivery by the
parties hereto of this Amendment and (b) the due authorization, execution and
delivery by the parties to the Second Amendment to the Credit Agreement, dated
June 3, 2003, by and among E-Loan Auto Fund One, LLC, E-Loan, Inc., and Merrill
Lynch Bank USA (as acknowledged and agreed to by Systems & Services
Technologies, Inc. as the Servicer).

SECTION 5. Representations, Warranties and Covenants.  (a) The
Borrower hereby confirms that each of the representations, warranties and
covenants set forth in the Existing Loan Agreement are true and correct as of
the date first written above with the same effect as though each had been made
as of such date, except to the extent that any of such representations,
warranties or covenants expressly relate to earlier dates.  Except as expressly
amended by the terms of this Amendment, all terms and conditions of the Loan
Agreement and the other Loan Documents shall remain in full force and effect and
the Borrower hereby ratifies its obligations thereunder.

(b) The Borrower confirms that as of the date hereof its
obligations under the Existing Loan Agreement, as amended by this Amendment, and
the other Loan Documents are in full force and effect and are hereby ratified.
The Borrower represents and warrants that (i) no Default or Event of Default has
occurred, (ii) it has the power and is duly authorized to execute and deliver
this Amendment, (iii) this Amendment has been duly authorized, executed and
delivered and constitutes the legal, valid and binding obligation of it
enforceable against it in accordance with its terms, (iv) it is and will
continue to be duly authorized to perform its obligations under this Amendment
and the other Loan Documents, (v) the execution, delivery and performance by it
of this Amendment does not and will not require any consent or approval, which
has not already been obtained, from any Governmental Authority, shareholder or
any other Person, and (vi) the execution, delivery and performance by it of this
Amendment shall not result in the breach of, or constitute a default under, any
material agreement or instrument to which it is a party.

SECTION 6. Severability.  Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.

SECTION 7. Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES; PROVIDED, THAT SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. Miscellaneous.

1. The parties hereto hereby agree that the amendments set
forth in this Amendment shall be incorporated into the Existing Loan Agreement.
This Amendment constitutes the entire agreement concerning the subject matter
hereof and supercedes any and all written and/or oral prior agreements,
negotiations, correspondence, understandings and communications.
2. Any reference to the Existing Loan Agreement from and
after the date hereof shall be deemed to refer to the Existing Loan Agreement as
amended hereby, unless otherwise expressly stated.
3. This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.
4. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original but all of
which shall constitute together but one and the same agreement.
5. The headings appearing in this Amendment are included
solely for convenience of reference and are not intended to affect the
interpretation of any other provision of this Amendment.  [signature page
follows]



IN WITNESS WHEREOF, the parties have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.

Lender:

MERRILL LYNCH MORTGAGE CAPITAL INC.
By:__/s/____________________________
Name:  Jeffrey Cohen		
Title:  Director
Borrower:

E-LOAN, INC.
By:__/s/____________________________
Name:  Steven M. Majerus
Title:  SVP, Capital Markets

---