Q1 2004 Exhibit 10.5





                                           Exhibit 10.5



AMENDMENT NUMBER ELEVEN

                   to the

                   Master Loan and Security Agreement

                   Dated as of March 21, 2002

                   by and between

                   E-LOAN, INC.

                   and

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.



This AMENDMENT NUMBER ELEVEN is made this 1st
day of April, 2004, by and between E-LOAN, INC., having an address at 6230
Stoneridge Mall Road, Pleasanton, California 94588 (the
"Borrower") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the
"Lender"), to the Master Loan and Security Agreement, dated as
of March 21, 2002, by and between the Borrower and the Lender, as amended (the
"Loan Agreement").  Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the Loan
Agreement.


RECITALS


WHEREAS, the Borrower has requested that the Lender
agree to amend the Loan Agreement to modify the determination of the Collateral
Value of the Mortgage Loans thereunder as more expressly set forth below.



WHEREAS, as of the date of this Amendment Number
Eleven, the Borrower represents to the Lender that it is in compliance with all
of the representations and warranties and all of the affirmative and negative
covenants set forth in the Loan Agreement and is not in default under the Loan
Agreement.



WHEREAS, the Borrower and the Lender have agreed to
amend the Loan Agreement as set forth herein.



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



SECTION 1.Effective as of April 1, 2004, the
definition of "Applicable Collateral Percentage" in Section 1 of the
Loan Agreement is hereby amended to read in its entirety as follows:


"Applicable Collateral Percentage" shall
mean with respect to each Advance:
(a)in the case of "A" credit Dry Loans (other
than High LTV Loans) and HELOCs:
(1) which are 0 to 29 days past due with respect to
scheduled principal and interest payments, 99%, and (2) which are 30 days or
more past due with respect to scheduled principal and interest payments, 0%;




(b)in the case of "B" or "C" credit
Loans and High LTV Loans:
(1) which are 0 to 29 days past due with respect to
scheduled principal and interest payments, 98%, and (2) which are 30 days or
more past due with respect to scheduled principal and interest payments, 0%;
and



(c)in the case of  "A" credit Wet
Loans:
(1) for which all Required Documents have not been
delivered for 0 to 10 days, 99%, and (2) for which all Required Documents have
not been delivered within 10 days, 0%.







SECTION 2.Effective as of April 1, 2004, the
definition of Collateral Value in Section 1 of the Loan Agreement is hereby
amended by amending the language preceding sub-clause 1 therein to read in its
entirety as follows:

 
"Collateral Value" shall mean (a) with
respect to any Mortgage Loan which is an "A" credit Dry Loan (other
than a High LTV Loan), a Wet Loan or a HELOC, the lesser of (i) the Applicable
Collateral Percentage times the outstanding principal balance of such Mortgage
Loan, and (ii) 98% (or 99% with respect to any such Loans as to which the Lender
has issued a written commitment to purchase) times the Market Value thereof; and
(b) with respect to any Mortgage Loan which is a "B" or "C"
credit Dry Loan or a High LTV Loan, the  lesser of (i) the Applicable Collateral
Percentage times the outstanding principal balance of such Mortgage Loan, and
(ii) 97% times the Market Value thereof; provided, that, the
Collateral Value shall be deemed to be zero with respect to each Mortgage Loan:






SECTION 3.Fees and Expenses. The Borrower
agrees to pay to the Lender all fees and out of pocket expenses incurred by the
Lender in connection with this Amendment Number Eleven (including all reasonable
fees and out of pocket costs and expenses of the Lender's legal counsel incurred
in connection with this Amendment Number Eleven), in accordance with Section
11.03 of the Loan Agreement.



SECTION 4.  Defined Terms.  Any terms capitalized
but not otherwise defined herein shall have the respective meanings set forth in
the Loan Agreement.



SECTION 5.  Limited Effect.  Except as amended
hereby, the Loan Agreement shall continue in full force and effect in accordance
with its terms.  Reference to this Amendment Number Eleven need not be made in
the Loan Agreement or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to, or with respect to, the Loan Agreement, any reference in any of
such items to the Loan Agreement being sufficient to refer to the Loan Agreement
as amended hereby.



SECTION 6.  Representations.  In order to
induce the Lender to execute and deliver this Amendment Number Eleven, the
Borrower hereby represents to the Lender that as of the date hereof, the
Borrower is in full compliance with all of the terms and conditions of the Loan
Agreement and no Default or Event of Default has occurred and is continuing
under the Loan Agreement.



SECTION 7.  Governing Law. This Amendment
Number Eleven 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 (other than Sections 5-1401 and 5-1402 of the New
York General Obligations Law).



SECTION 8.  Counterparts.  This Amendment
Number Eleven may be executed by each of the parties hereto on any number of
separate counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.



 

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IN WITNESS WHEREOF, the Borrower and the Lender have
caused this Amendment Number Eleven to be executed and delivered by their duly
authorized officers as of the day and year first above written.




E-LOAN, INC.

   (Borrower)


 

By:   /s/  Matt Roberts

   Name:  Matt Roberts

   Title: CFO


 

GREENWICH CAPITAL FINANCIAL PRODUCTS. INC.

   (Lender)


 

By:   /s/ Anthony Palmisano

   Name:  Anthony Palmisano

   Title: Senior Vice President