Exhibit 10.13

FOURTH AMENDMENT TO LOAN AGREEMENT

This**FOURTH****AMENDMENT TO LOAN AGREEMENT** ismade and entered into as of June 29, 2004 (as it may be modified, supplementedor amended from time to time in accordance with its terms, this"Amendment") by and between **E-LOAN, INC.**, a Delawarecorporation (the "Borrower"), and **MERRILL LYNCH MORTGAGECAPITAL INC.**, a Delaware corporation (together with its successors andassigns, "Lender").

BACKGROUND

WHEREAS, the Borrower and the Lender entered into a LoanAgreement dated as of June 14, 2002, as amended by the First Amendmentdated as of September 16, 2002 and as amended by the Second Amendment dated asof June 3, 2003 and as amended by the Third Amendment dated as of July 14, 2003(as amended, supplemented and otherwise modified from time to time, the"Existing Loan Agreement"), pursuant to which the Lenderextended financing to the Borrower on the terms and conditions set forththerein;

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

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

SECTION 1.  Defined Terms.  Capitalized terms used in thisAmendment and not otherwise defined herein shall have the meanings assigned tothem in the Existing Loan Agreement.

SECTION 2.  Amendment.  Effective upon the execution anddelivery of this Amendment:

Exhibit D of the Table of Contents of the Existing LoanAgreement ("EXHIBIT D - FORM OF DEALER AGREEMENT") shall be amendedand restated in its entirety as follows:

"EXHIBIT D - RESERVED". 

- Exhibit E of the Table of Contents of the Existing Loan Agreement("EXHIBIT E -  FORM OF E-FUND AGREEMENT") shall be amended andrestated in its entirety as follows:

 "EXHIBIT E - FORM OF POWERCHECK®".

The definition of "
Commitment TerminationDate
" in Section 1.22 of the Existing Loan Agreement shall be amendedand restated in its entirety as follows: 

**1.22	   Commitment Termination Date**meansthe earlier of (i) July 13, 2005, and (ii) the date on which the Commitment isotherwise terminated in accordance with the terms of this Agreement".
The definition of "
Contract
" in Section 1.24 of theExisting Loan Agreement shall be amended and restated in its entirety asfollows:
**1.24	Contract**means the PowerCheck®, Note andSecurity Agreement and each other agreement delivered in connection therewith orpursuant thereto relating to a Vehicle, which was originated by the Borrower andpursuant to which the related Obligor is required to repay the related AmountFinanced in full during the term of such agreement or contract and which isfunded by the Lender pursuant to this Agreement.
Section 1.31 of the Existing Loan Agreement (the definition of"
Dealer Agreement
") is hereby amended and restated in itsentirety as follows:

"**Reserved**".
Section 1.36 of the Existing Loan Agreement (the definition of "
E-Fund Agreement
") is hereby amended and restated in its entirety asfollows:

"**Reserved**".
Section 1.37(b) of the Existing Loan Agreement ("
EligibleContract
") shall be amended and restated in its entirety asfollows:
**(b)	with respect to each Subprime Contract, complies with the LoanGuidelines of a Contract Purchaser and otherwise should be purchased by aContract Purchaser pursuant to a Contract Purchase Agreement within three (3)Business Days of receipt by Borrower of all documentation required under theBorrower's PowerCheck®.
Section 1.37(c) of the Existing Loan Agreement ("
EligibleContract
") shall be amended and restated in its entirety asfollows:
**(c)	in the case of a refinancing, is evidenced by aNote and Security Agreement and a PowerCheck® endorsed by theprior lender/lienholder acknowledging the release of its lien on the relatedVehicle, and, with respect to a lease-buy-out, is evidenced by a Note andSecurity Agreement and a PowerCheck® endorsed by the lessor acknowledgingthat it has provided the Obligor with good and marketable title to the relatedVehicle, and, in each case, is originated in conformity with thePowerCheck® instructions, Eligibility Criteria, guidelines forcompleting the the PowerCheck® and other terms and conditionsdescribed in the PowerCheck® applicable to such transaction.
The definition of"
PowerCheck®" is hereby added as Section 1.72.1of the Existing Loan Agreement as follows:**1.72.1****PowerCheck®**means adraft originated by the Originator to an Obligor for the purchase (includingpurchases from a Dealer or Eligible Non-Franchise Dealer, person-to-persontransactions, and lease buy-out transactions) or refinancing of a vehicle,substantially in the form of Schedule E to the Existing Loan Agreement.The definition of "
Subprime
Contract
" in Section1.87 of the Existing Loan Agreement shall be amended and restated in itsentirety as follows:
**1.87	Subprime Contract**means any Contract with an Obligorwho has a FICO score at the time of origination of such Contract from andincluding 500 to and including 599.  For the avoidance of doubt, the term"Subprime Contract" as used herein shall not include any Contract withan Obligor who has a FICO score of below 500.
Section 4.20 of the Existing Loan Agreement shall be amended and restated inits entirety as follows:
**4.20	Forms of PowerCheck® and Note and Security Agreement.The PowerCheck® to be used for the purchase (includingpurchases from a Dealer or Eligible Non-Franchise Dealer, person-to-persontransactions, and lease buy-out transactions) or refinancing of a vehicle is insubstantially the form attached hereto as Exhibit E, and any changes theretorelated to any particular Contract are not adverse to the Lender. Each Note andSecurity Agreement actually entered into by the Borrower is in substantially theform attached hereto as Exhibit F and any changes therefrom related to anyparticular Contract are not adverse to the Lender.
Section 5.2(s) of the Existing Loan Agreement shall be amended and restatedin its entirety as follows:
**5.2(s)	Funding of Loans.  Borrower shall fund no direct loans forthe purchase or refinancing of Vehicles until the Dealer in a subjecttransaction has complied with the PowerCheck® instructions,eligibility criteria for the Contracts and Vehicles, guidelines for completingthe PowerCheck®, and other terms and conditions described in thePowerCheck® applicable to the subject transaction.
Section 5.2(t) of the Existing Loan Agreement shall be amended and restatedin its entirety as follows:
**5.2(t)	Modification of PowerCheck®.  Without theprior written consent of Lender, Borrower shall not amend, modify, supplement orotherwise change any PowerCheck® in a manner adverse to theLender.
Exhibit D to the Existing Loan Agreement is hereby amended and restated inits entirety as follows:

"**Reserved**".
Exhibit E to the Existing Loan Agreement is hereby amended and restated inits entirety in the form attached hereto as Exhibit E.

Exhibit G to the Existing Loan Agreement is herebyamended and restated in its entirety in the form attached hereto as ExhibitG.

SECTION 3.  Conditions Precedent.  The effectiveness of thisAmendment is subject to (a) the due authorization, execution and delivery by theparties hereto of this Amendment, (b) the due authorization, execution anddelivery by the parties to the Fourth Amendment to the Credit Agreement, datedJune 29, 2004, by and among E-Loan Auto Fund One, LLC, E-Loan, Inc., and MerrillLynch Bank USA (as acknowledged and agreed to by Systems & ServicesTechnologies, Inc. as the Servicer), (c) the due authorization, execution anddelivery by the parties to the Fourth Amendment to the Systems and ServicesTechnologies, Inc. Servicing and Custodian Agreement, dated as of June 29, 2004,among Systems and Services Technologies, Inc., as servicer and custodian, E-LoanAuto Finance One, LLC, as borrower, and E-Loan, Inc., as originator andadministrator, and (d) the due authorization, execution and delivery by theparties to the First Amendment to the Contribution and Sale Agreement, datedJune 29, 2004, by and among E-Loan Auto Fund One, LLC and E-Loan, Inc. (asacknowledged and agreed to by Merrill Lynch Bank USA as the SecuredParty).

SECTION 4.  Representations, Warranties and Covenants. The Borrower hereby confirms that each of the representations, warranties andcovenants set forth in the Existing Loan Agreement are true and correct as ofthe date first written above with the same effect as though each had been madeas of such date, except to the extent that any of such representations,warranties or covenants expressly relate to earlier dates.  Except as expresslyamended by the terms of this Amendment, all terms and conditions of the LoanAgreement and the other Loan Documents shall remain in full force and effect andthe Borrower hereby ratifies its obligations thereunder.

The Borrower confirms that as of the date hereof itsobligations under the Existing Loan Agreement, as amended by this Amendment, andthe 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 hasoccurred, (ii) it has the power and is duly authorized to execute and deliverthis Amendment, (iii) this Amendment has been duly authorized, executed anddelivered and constitutes the legal, valid and binding obligation of itenforceable against it in accordance with its terms, (iv) it is and willcontinue to be duly authorized to perform its obligations under this Amendmentand the other Loan Documents, (v) the execution, delivery and performance by itof this Amendment does not and will not require any consent or approval, whichhas not already been obtained, from any Governmental Authority, shareholder orany other Person, and (vi) the execution, delivery and performance by it of thisAmendment shall not result in the breach of, or constitute a default under, anymaterial agreement or instrument to which it is a party.

SECTION 5.  Severability.  Any provision of this Amendmentwhich is prohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions of this Amendmentor affecting the validity or enforceability of such provision in any otherjurisdiction.

SECTION 6.  Governing Law.  THIS AMENDMENT SHALL BE CONSTRUEDIN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUTREGARD TO CONFLICT OF LAW PRINCIPLES; *PROVIDED*, THAT SECTIONS 5-1401 AND5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS,RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.  Miscellaneous.
The parties hereto hereby agree that the amendments setforth in this Amendment shall be incorporated into the Existing Loan Agreement.This Amendment constitutes the entire agreement concerning the subject matterhereof and supercedes any and all written and/or oral prior agreements,negotiations, correspondence, understandings and communications.

Any reference to the Existing Loan Agreement from andafter the date hereof shall be deemed to refer to the Existing Loan Agreement asamended hereby, unless otherwise expressly stated.

This Amendment shall be binding upon and shall beenforceable by parties hereto and their respective successors and permittedassigns.

This Amendment may be executed by the parties hereto inseveral counterparts, each of which shall be deemed to be an original but all ofwhich shall constitute together but one and the same agreement.

The headings appearing in this Amendment are includedsolely for convenience of reference and are not intended to affect theinterpretation of any other provision of this Amendment.

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**IN WITNESSWHEREOF, the parties have caused this Amendment to be executed by theirrespective officers thereunto duly authorized as of the day and year first abovewritten.
 
Lender:   **MERRILL LYNCH MORTGAGE CAPITAL INC.************************