Q2 2004 Exhibit 10.11





                                           Exhibit 10.11



AMENDMENT NUMBER ONE

to the

Mortgage Loan Purchase and Sale Agreement

dated as of June 17, 1999,

by and between

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

and

E-LOAN, INC.


This AMENDMENT NUMBER ONE is made this
28th day of June, 2004, by and between GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut
06830 (the "Purchaser") and E-LOAN, INC., having an address at  5875
Arnold Road, Dublin, California 94568 (the "Seller"), to the Mortgage
Loan Purchase and Sale Agreement, dated as of June 17, 1999, by and between the
Purchaser and the Seller (the "Agreement").  Capitalized terms used
but not otherwise defined herein shall have the meanings assigned to such terms
in the Agreement.


RECITALS


WHEREAS, the Purchaser and the Seller desire to amend
the Agreement, subject to the terms hereof, to permit the Seller to offer for
purchase to the Purchaser certain mortgage loans for which all of the mortgage
loan documents relating to such mortgage loans may not have been delivered to
the Purchaser or its designee at the time the Purchaser intends to purchase such
mortgage loans from the Seller.


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:


1.All references in the Agreement to a "Trust
Receipt" shall be replaced with "Trust Receipt or Wet Trust Receipt,
as applicable".


2.Section 1 of the Agreement is hereby amended as
follows:

 (a) the definition of Defective Mortgage Loan is hereby
deleted in its entirety and replaced with the following:

 "Defective Mortgage Loan": With respect to any
Mortgage Loan, either (i) the Document File does not contain a document required
to be contained therein, (ii) a document within a Document File is, in the
judgment of Takeout Investor, defective or inaccurate in any material respect,
as determined upon evaluation of the Document File against the requirements of
the Sale Agreement, (iii) a document in the Document File is not legal, valid
and binding or (iv) all Required Documents with respect to a Wet Loan have not
been received within 10 days after the related Purchase Date.



(b) the following definition of Dry Loan is hereby
added immediately following the defined term Document File.


 "Dry Loan": shall mean a Mortgage Loan
which contains all of the Required Documents.




(c) the following definition of Required Documents is
hereby added immediately following the defined term Rescission:

 "Required Documents": shall mean those documents
identified on Exhibit A-1 of the Custodial Agreement.

 

(d) the following definition of Wet Loan is hereby added
immediately following the defined term Warehouse Line:


 "Wet Loan": shall mean a wet-funded Mortgage Loan
which does not contain all of the Required Documents and which shall have the
following additional characteristics:


(i)the proceeds thereof have been funded by the Seller
prior to the Purchase Date thereof;


(ii)the proceeds thereof have not been returned to
the Seller by the escrow or closing agent for such Wet Loan;


(iii)upon recordation such Mortgage Loan will constitute
a valid and enforceable lien on the premises described therein; and


(iv)upon delivery of all of the documents specified on
Exhibit A-1 of the Custodial Agreement, such Wet Loan will become Dry
Loan.




(e)the following definition of Wet Trust Receipt is
hereby added immediately following the defined term Wet Loan:


"Wet Trust Receipt" shall mean a trust
receipt issued by the Custodian with respect to Wet Loans.





2.Section 2 of the Agreement is hereby amended by adding
the following new section (d) to the end thereof:


(d)  With respect to any Wet Loan, immediately upon the
delivery of all Required Documents with respect thereto, the related Wet Trust
Receipt shall be exchanged for a Trust Receipt.

 




3.Section 9(c) of the Agreement is hereby amended by
adding the following after clause (xxxiii) thereof:

 (xxxiv) With respect to each Wet Loan, the Seller has
funded such Wet Loan and has not received notice of, and has no grounds for
believing that such Wet Loan will be subject to a recession.

 

4.Section 10 of the Agreement is hereby amended by adding
the following new paragraph (j) immediately following paragraph (i) thereof:

 (j) With respect to each Wet Loan, the Seller shall
provide evidence of the funding of such Wet Loan to the Purchaser upon the
Purchaser's request therefor and shall deliver to Purchaser all Required
Documents within ten (10) days of the related Purchase Date of such Wet
Loan.

 

5.This amendment shall be construed in accordance with
the laws of the State of New York and the obligations, rights, and remedies of
the parties hereunder shall be determined in accordance with such laws without
regard to conflict of laws doctrine applied in such state.


6.This amendment may be executed in any number of
counterparts, each of which shall constitute an original and all of which, taken
together, shall constitute one instrument.


7.Except as amended above, the Agreement shall continue
in full force and effect in accordance with its terms.


IN WITNESS WHEREOF, the Purchaser and the Seller have
caused this amendment to be executed and delivered by their duly authorized
officers as of the day and year first above written.



	 	
GREENWICH CAPITAL

                FINANCIAL PRODUCTS, INC.
 (Purchaser)





 

	 	
By:____/s/ Michael Pillari_______

	

	
Name:  Michael Pillari

	

	
Title:  Managing Director





 


	 	
E-LOAN, INC.

                   (Seller)





	 	
By:____/s/ Mark Lefanowicz_______

	

	
Name: Mark Lefanowicz

	

	
Title: President & COO