Q2 2004 Exhibit 10.13





                                           Exhibit 10.13



FOURTH AMENDMENT TO LOAN AGREEMENT

This FOURTH AMENDMENT TO LOAN AGREEMENT is
made and entered into as of June 29, 2004 (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 by the First Amendment
dated as of September 16, 2002 and as amended by the Second Amendment dated as
of 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 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:



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

 "EXHIBIT E - FORM OF POWERCHECK®".





	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: 

1.22   Commitment Termination Date means
the earlier of (i) July 13, 2005, and (ii) the date on which the Commitment is
otherwise terminated in accordance with the terms of this Agreement".




	The definition of "Contract" in Section 1.24 of the
Existing Loan Agreement shall be amended and restated in its entirety as
follows:

1.24Contract means the PowerCheck®, Note and
Security Agreement and each other agreement delivered in connection therewith or
pursuant thereto relating to a Vehicle, which was originated by the Borrower and
pursuant to which the related Obligor is required to repay the related Amount
Financed in full during the term of such agreement or contract and which is
funded 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 its
entirety 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 as
follows:

"Reserved".




	Section 1.37(b) of the Existing Loan Agreement ("Eligible
Contract") shall be amended and restated in its entirety as
follows:

(b)with respect to each Subprime Contract, complies with the Loan
Guidelines of a Contract Purchaser and otherwise should be purchased by a
Contract Purchaser pursuant to a Contract Purchase Agreement within three (3)
Business Days of receipt by Borrower of all documentation required under the
Borrower's PowerCheck®.




	Section 1.37(c) of the Existing Loan Agreement ("Eligible
Contract") shall be amended and restated in its entirety as
follows:

(c)in the case of a refinancing, is evidenced by a
Note and Security Agreement and a PowerCheck® endorsed by the
prior lender/lienholder acknowledging the release of its lien on the related
Vehicle, and, with respect to a lease-buy-out, is evidenced by a Note and
Security Agreement and a PowerCheck® endorsed by the lessor acknowledging
that it has provided the Obligor with good and marketable title to the related
Vehicle, and, in each case, is originated in conformity with the
PowerCheck® instructions, Eligibility Criteria, guidelines for
completing the the PowerCheck® and other terms and conditions
described in the PowerCheck® applicable to such transaction.




	The definition of
"PowerCheck®" is hereby added as Section 1.72.1
of the Existing Loan Agreement as follows:

1.72.1    PowerCheck® means a
draft originated by the Originator to an Obligor for the purchase (including
purchases from a Dealer or Eligible Non-Franchise Dealer, person-to-person
transactions, 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 Section
1.87 of the Existing Loan Agreement shall be amended and restated in its
entirety as follows:

1.87Subprime Contract means any Contract with an Obligor
who has a FICO score at the time of origination of such Contract from and
including 500 to and including 599.  For the avoidance of doubt, the term
"Subprime Contract" as used herein shall not include any Contract with
an Obligor who has a FICO score of below 500.




	Section 4.20 of the Existing Loan Agreement shall be amended and restated in
its entirety as follows:

4.20Forms of PowerCheck® and Note and Security Agreement.
The PowerCheck® to be used for the purchase (including
purchases from a Dealer or Eligible Non-Franchise Dealer, person-to-person
transactions, and lease buy-out transactions) or refinancing of a vehicle is in
substantially the form attached hereto as Exhibit E, and any changes thereto
related to any particular Contract are not adverse to the Lender. Each Note and
Security Agreement actually entered into by the Borrower is in substantially the
form attached hereto as Exhibit F and any changes therefrom related to any
particular Contract are not adverse to the Lender.




	Section 5.2(s) of the Existing Loan Agreement shall be amended and restated
in its entirety as follows:

5.2(s)Funding of Loans.  Borrower shall fund no direct loans for
the purchase or refinancing of Vehicles until the Dealer in a subject
transaction has complied with the PowerCheck® instructions,
eligibility criteria for the Contracts and Vehicles, guidelines for completing
the PowerCheck®, and other terms and conditions described in the
PowerCheck® applicable to the subject transaction.




	Section 5.2(t) of the Existing Loan Agreement shall be amended and restated
in its entirety as follows:

5.2(t)Modification of PowerCheck®.  Without the
prior written consent of Lender, Borrower shall not amend, modify, supplement or
otherwise change any PowerCheck® in a manner adverse to the
Lender.




	Exhibit D to the Existing Loan Agreement is hereby amended and restated in
its entirety as follows:

"Reserved".




	Exhibit E to the Existing Loan Agreement is hereby amended and restated in
its entirety in the form attached hereto as Exhibit E.


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

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


SECTION 4.  Representations, Warranties and Covenants.



	 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.


	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 5.  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 6.  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 7.  Miscellaneous.




	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.


	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.


	This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.


	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.


	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.

[Remainder of page intentionally left blank.]



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/ Jeffrey Cohen_____________

Name:   Jeffrey Cohen

Title:     Director





	 	
Borrower:

	 	 
	 	
E-LOAN, INC.




	 	
By:_____/s/ Mark Lefanowicz__________

Name:   Mark Lefanowicz

Title:     COO & President





















EXHIBIT E*

FORM OF POWERCHECK®



 

 

*This Exhibit has been omitted in accordance with Item 601 of Regulation
S-K, and will be provided upon request.

















EXHIBIT G

BORROWER'S GENERAL UNDERWRITING CRITERIA


















Underwriting Guidelines - Credit/Scoring/Authorities Overview - Credit
Authorities











	
Introduction


	

Credit Authority will
be established for each level by role as defined below. Authorities are "up to
and including" the amounts indicated. Exceptions to the amounts shown below may
be made based upon need and other factors, but only with concurrence of Credit
Risk Management and the General Manager.









	
Credit

Authorities


	

The following table provides the lending limits and
allowable exceptions related to the corresponding role.

[**]










	
Documentation

of Exceptions


	

All
exceptions are required to be documented in detail, in the note section of APPRO.

[**]









Continued on next page       


**Confidential Treatment Requested         


Credit Authorities, Continued




Role/Exception

                Definitions[**]











	
Additional

Responsibilities


	

Managers should regularly review exceptions and overrides approved by Supervisors/Sr. Analysts.

During weekend, holiday, off-hour work, or under other special
   circumstances, temporary credit authority may be delegated to qualified
individuals with lesser authority.

Note: Decisions made during these periods require later concurrence
by the appropriate authority level.