Q3 2002 Exhibit 10.39







                                                       *Confidential Treatment Requested 


Exhibit 10.39



GMAC Residential Funding

September 9, 2002

Mr. Steve Majerus

Vice President, Secondary Marketing

E-Loan, Inc.

5875 Arnold Road

Dublin, California 94568

Dear Steve:               SS# [ ** ] / CCID# [ ** ]

This letter shall serve as the fifth amendment
(the "Commitment Amendment") to the Residential Funding Corporation ("GMAC-RFC")
Master Commitment dated as October 23, 2001 by and between GMAC-RFC and E-Loan,
Inc. ("Client").  Except as modified herein, all other terms and conditions of
the GMAC-RFC Master Commitment not amended in the Commitment Amendment shall
remain in full force and effect.  This Commitment Amendment constitutes an
amendment to the Client Contract and the Client Guide.  To the extent the terms
of this Commitment Amendment conflict with the terms of the Client Contract or
the Client Guide, the terms of this Commitment Amendment shall control with
respect to Loans that are the subject of this Commitment Amendment.  Capitalized
terms used herein but not otherwise defined shall have their respective meanings
set forth in the Client Contract, the Client Guide, and the Master
Commitment.

For good and valuable consideration, the adequacy and
sufficiency of which are hereby acknowledged, GMAC-RFC and Client agree to the
terms and conditions set out herein.

PRODUCT, PROGRAM and UNDERWRITING VARIANCES:
HOME EQUITY DOCUMENTATION WAIVER

Copies of First Mortgage Notes Not Required:

(Goal Lines and Goal Lines Only)

GMAC-RFC agrees to waive the documentation requirement
that copies of first mortgage notes must be included in second mortgage files
(Goal Line and Goal Loan only).  Client agrees to continue to comply with all
qualifying calculations as outlined in "(G) First Mortgage Payment Calculation"
in the Home Equity Program Section G600 of the Client Guide.  Client must also
comply with the "(J) First Mortgage Loan Requirements" section for each second
mortgage loan sold to GMAC-RFC.  In the event a second mortgage loan purchased
by GMAC-RFC is discovered to have been incorrectly qualified, Client agrees to
repurchase the loan per the Representations, Warranties and Covenants Chapter
(Section A2) of the Client Guide.

Future

Amendments:GMAC-RFC and Client agree to notify each other
when issues arise that are not addressed in this Commitment Amendment.  Any
amendments to this Commitment Amendment must be mutually agreed upon in
writing.

Termination:GMAC-RFC may at any time in the exercise of
its sole discretion terminate Client's right to sell Loans to GMAC-RFC under
this Commitment Amendment with 30 days written notice by GMAC-RFC to Client.
GMAC-RFC may from time to time in the exercise of its sole discretion modify or
supplement any of the program criteria or requirements effective immediately
upon notice by GMAC-RFC Client.  Except for increasing the notice period for
discretionary termination from 5 to 30 days, nothing contained in this paragraph
or Commitment Amendment shall affect or limit GMAC-RFC's rights under the Client
Guide to disqualify, suspend, inactivate, or terminate Client's right to sell
Loans to GMAC-RFC.

Confidentiality:GMAC-RFC and Client each agree that the
specific terms and provisions of this Commitment Amendment are confidential
except as required by law or as may be reasonably necessary to be disclosed in
connection with the sale or securitization of Loans sold to GMAC-RFC by
Client.







Commitment Offer
Expiration Date:This agreement may be canceled at GMAC-
RFC's option if an executed copy is not received on or before September 13,
2002.







We look forward to our continued relationship with E-Loan,
Inc.  If the terms of this Commitment Amendment are acceptable to you, please so
indicate by executing both of the closed copies, return one original to GMAC-RFC
on or before the date indicated above, and retain the other original for your
records.

Sincerely,

Residential Funding Corporation

Lori Zaloumis

Sales Director

AGREED AND ACCEPTED BY:

E-LOAN, INC.

SIGNATURE: ____________________________

NAME:Steve Majerus

TITLE:Senior Vice President, Capital Markets

DATE: _________________