Q2 2004 Exhibit 10.15





                                           Exhibit 10.15




FIRST AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT

This FIRST AMENDMENT TO CONTRIBUTION AND SALE
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 among E-LOAN AUTO FUND ONE,
LLC, a Delaware limited liability company (the "Buyer"),
and E-LOAN, INC., a Delaware corporation (the "Seller").


BACKGROUND

WHEREAS, the Buyer and the Seller entered into a
Contribution and Sale Agreement dated as of June 1, 2002, (as amended,
supplemented and otherwise modified from time to time, the
"Agreement"), pursuant to which the Lender extended financing
to the Buyer on the terms and conditions set forth therein;

WHEREAS, the parties desire to amend and modify the
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 Agreement.

SECTION 2.Amendment.  Effective upon the execution and delivery of
this Amendment, Section 4.2(f) of the Agreement shall be amended and
restated in its entirety as follows:

(f)As of the related Transfer Date, no Contract shall be
the subject of an uncured reversal of funds transfer from its related Dealer or
Eligible Non-Franchise Dealer to the Seller pursuant to a
PowerCheck®.

SECTION 3.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 4.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 5.Miscellaneous.  The Agreement, as
amended hereby, remains in full force and effect.  Any reference to the
Agreement from and after the date hereof shall be deemed to refer to the
Agreement as amended hereby, unless otherwise expressly stated.  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.

SECTION 6.Representations, Warranties &
Covenants.   The Buyer hereby confirms that each of its representations,
warranties and covenants set forth in the 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
Agreement and the other Credit Documents shall remain in full force and effect
and the Seller and the Buyer hereby ratify their respective obligations
thereunder.

	The Buyer confirms that as of the date hereof its obligations under the
Agreement, as amended by this Amendment, and the other Credit Documents are in
full force and effect and are hereby ratified.  The Buyer represents and
warrants that (i) the Termination Date has not occurred and no Event of Default,
or condition or event which, after notice or lapse of time or both, will
constitute an 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 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 Credit 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 7.Amendment of Servicing and Custodian
Agreement.  Each of the Servicer and the Custodian acknowledges and consents
to the terms and conditions 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.


	 	
E-LOAN AUTO FUND ONE, LLC, as Buyer

	 	 



	



	
By:____/s/ Mark Lefanowicz___________

Name:   Mark Lefanowicz

Title:     President




	 	
E-LOAN, INC., as Seller

	 	 



	



	
By:____/s/ Mark Lefanowicz___________

Name:   Mark Lefanowicz

Title:     President &COO




ACKNOWLEDGED AND AGREED:


 

MERRILL LYNCH BANK USA, as Secured Party


 

By: ____/s/ Joseph Magnus___________

Name:    Joseph Magnus

Its:         Director