Exhibit 10.2

                        THIRD AMENDMENT TO LOAN AGREEMENT

       This THIRD  AMENDMENT  TO LOAN  AGREEMENT  is made and entered into as of
July 14, 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 by the First Amendment dated as of June 16, 2002
and as  amended by the Second  Amendment  dated as of June 3, 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:

       (a)    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 13, 2004, and (ii) the date on which the
Commitment  is  otherwise  terminated  in  accordance  with  the  terms  of this
Agreement".

       (b)    The definition of "SECURITIZATION" in Section 1.22 of the Existing
Loan Agreement shall be amended and restated in its entirety as follows:  "means
the issuance and sale of asset-backed  securities secured directly or indirectly
by all or any portion of the  collateral  pledged to the Lender  pursuant to the
Auto Fund  Security  Agreement  and the other Credit  Documents in a transaction
where at least one class or tranche of such asset-backed securities was rated by
one or more nationally  recognized  rating  organizations.  The financing by the
Lender of the Collateral  pledged hereunder or the financing by the lender under
the  Credit  Documents  of the  collateral  pledged  pursuant  to the Auto  Fund
Security Agreement shall not be deemed a Securitization."

       (c)    Section 5.1(s) of the Existing Loan Agreement shall be amended and
restated in its entirety as follows:

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              (i)    The  Lender  shall  have  the  right  to  lead  manage,  at
commercially  reasonable fees, all Securitizations,  or any other long-term debt
financing,  of any  Receivables  (as  defined  hereunder  and under  the  Credit
Agreement)  originated by the Borrower or any  Affiliate or  Subsidiary  thereof
until the Lender  shall have lead  managed  not less than Nine  Hundred  Million
Dollars  ($900,000,0000)  (based on the  outstanding  principal  balance of such
Receivables as of the date of the related  Securitization  and/or long-term debt
financing) of such Securitizations and long-term debt financings; and

              (ii)   The  Lender  shall have (x) a right of first  refusal  with
regard to all auto loan and/or lease warehousing or financing relationships with
a credit quality  substantially lower than the Eligible Contracts (as defined in
the Credit  Agreement) and all whole loan sales, in each case by the Borrower or
any  Affiliate or  Subsidiary  thereof and occurring on or before July 13, 2005,
and (y)  except  as set  forth in  clause  (x) of this  Section  5.1(s)(ii),  an
exclusive  right  with  regard  to all auto loan  and/or  lease  warehousing  or
financing  relationships  of the Borrower and its  Affiliates  and  Subsidiaries
occurring  on or before the earlier of July 13,  2005 or the first Nine  Hundred
Million  ($900,000,000)  of  Receivables  (based  on the  outstanding  principal
balance of such Receivables as of the date of the related  Securitization)  have
been  securitized  pursuant to a  Securitization;  PROVIDED,  HOWEVER,  that the
Lender shall have no such right  regarding (a) any corporate,  non-asset  backed
securities financing of the Borrower or any Affiliate or Subsidiary thereof, (b)
any sale of any equity securities of the Borrower or any Affiliate or Subsidiary
thereof or (c) any  financing  of the Borrower or any  Affiliate  or  Subsidiary
thereof not secured in whole or in part by any Contracts; and

              (iii)  In the event that (A) the  Borrower  has been  advised in a
written  opinion to the  Borrower  from the  Borrower's  "Big Four"  independent
accountants  (which  opinion  shall  be  made  available  to the  Lender  by the
Borrower) that as a result of any adopted amendment or modification of Financial
Accounting Statement 140 from and after July 14, 2003, E-LOAN Auto Fund One, LLC
will not qualify as a Qualified Special Purpose Entity (as defined in FAS 140, a
"QSPE") if it were to draw any additional  Advances under the Credit  Agreement,
(B) the Borrower has delivered to the Lender a proposed  amendment to the Credit
Agreement  setting  forth only such  amendments as are necessary for E-LOAN Auto
Fund One, LLC to qualify as a QSPE and an opinion from the Borrower's "Big Four"
independent  accountants (which opinion shall be made available to the Lender by
the Borrower)  supporting  the necessity of such requested  amendments,  and (C)
upon the earlier of (1) a final  definitive  written notice by the Lender on its
letterhead,  and  addressed  to the  Borrower,  that it will  not  agree to such
amendments (for the avoidance of doubt, any proposed  modifications or alternate
solutions  proposed by the Lender or its agents shall not be deemed a refusal to
agree to the requested  amendments)  and (2) the  expiration of forty-five  (45)
days after the Borrower has delivered to the Lender such  proposed  amendment to
the Credit Agreement,  then,  notwithstanding  clause (x) of Section 5.1(s)(ii),
the Borrower may seek an alternate source of auto loan and/or lease  warehousing
or financing  for any future  Receivables  (as defined in the Credit  Agreement)
that it may originate  and that causes the borrower  under such auto loan and/or
lease warehousing or financing to qualify as a QSPE. Upon finalization of a term
sheet  setting  forth  all of the  material  terms  and  conditions  of any such
alternate  auto loan  and/or  lease  warehousing  or  financing  that causes the
borrower  thereunder  to qualify as a QSPE,  the Lender  shall have the right of
first refusal with regard to the  provisions of such term sheet that would cause
E-LOAN  Auto Fund One,  LLC or, in  connection  with an auto loan  and/or  lease
warehousing  or financing on terms and

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conditions  no less  favorable  than  those set forth in the  Credit  Agreement,
another Subsidary or Affiliate of the Borrower, in either case to be a QSPE. The
Lender  shall  exercise  such  right of  first  refusal  no later  than ten (10)
Business Days from delivery of such term sheet.

       Borrower's  obligations  under this Section 5.1(s) are subject to Section
8.14 hereof."

       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 Third  Amendment to the Credit  Agreement,  dated July 14,
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

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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.

       (a)    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.

       (b)    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.

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

       (d)    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.

       (e)    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.]

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       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/ Matt Roberts
                                                --------------------------------
                                                Name:  Matt Roberts
                                                Title: CFO


                                            By: /s/ Joseph J. Kennedy
                                                --------------------------------
                                                Name:  Joseph J. Kennedy
                                                Title: President