Q3 2002 Exhibit 10.28







                                                       *Confidential Treatment Requested 


Exhibit 10.28


citimortgageMarch 1, 2002


Mr. Jeff Becker

Secondary Marketing

E-Loan, Inc.

5875 Arnold Road Dublin, CA 94568

Dear Mr. Becker,

Subject:Letter of Agreement
CitiMortgage, Inc. ("CMI") agrees to offer E-Loan, Inc.
the following pricing arrangement as a Letter of Agreement, in accordance
with the terms, conditions, requirements, procedures, representations and
warranties set forth in the CMI Correspondent Agreement (form 200), the CMI
Select Addendum and the CMI Correspondent Manual and all amendments,
bulletins, program requirements and supplements to such Manual.



I.Commitment Terms:
All loans Rate Locked by Correspondent during the
Effective Term March 11, 2002 through September 11, 2002 will be eligible for
the appropriate price enhancement applicable to the specific product described
in this agreement.



II.Volume:
Correspondent agrees to sell CMI a minimum of [ ** ]
(AOT/Direct/Block) on a monthly basis during the Effective Term of this Letter
of Agreement.  In the event seller is unable to satisfy the terms of this
agreement, CMI reserves the right to re-negotiate the terms of the Letter of
Agreement at any time during the Effective Term.



III.Product:
Listed below are the eligible products and their price
enhancement over the posted CMI price in effect at the time of Rate Lock and/or
the negotiated service released premium (SRP):

Best Efforts Servicing Released Premium
Conforming Conventional Fixed Rate

30 Year Servicing Released Premium[ ** ]



CMI Select Servicing Released Premium-paid on eligible product
Rate Locked through the CMI Select Desk (AOT/Direct/Block
commitments).
Conforming Conventional Fixed Rate

30 Year Servicing Released Premium[ ** ]



Bonus Price Enhancement

Listed below are additional eligible products and their
price enhancement over the posted CMI price in effect at the time of Rate Lock.
The following incentive is limited to the first $100 Million Locked or September
11, 2002 whichever is earlier:
Non-Conforming 30 Year Fixed Rate[ ** ]

Conventional ARMs (All Products)[ ** ]





IV.Minimum Delivery Characteristics:
It is agreed that Correspondent will deliver a monthly
minimum of the following product to CMI during the Effective Term of this Letter
of Agreement:
Conforming Conventional Fixed Rate[ ** ]

Average Balance[ ** ]

Geographic Mix[ ** ]





V.Fees and Adjustments:
Standard fees and adjustments will apply as documented in
the CMI Correspondent Manual or incorporated by reference in subsequent
Correspondent Updates.

NOTE All other Price / Rate
Adjustments from our standard daily pricing will apply unless otherwise modified
above.



VI.Other Conditions:
All covenants, representations, warranties, terms and
conditions of the Letter of Agreement and the CMI Correspondent Manual remain in
full force and effect.

Seller hereby agrees that it makes all representations,
warranties, and covenants set forth in the CMI Correspondent Manual and Program
Documents with respect to each Mortgage Loan as of the respective purchase date
by CMI.

The terms and conditions of this Letter of Agreement are
valid if signed and returned by an authorized officer of Correspondent to CMI
ten (10) days prior to the effective date.  Signed letter should be returned in
enclosed envelope to:



CitiMortgage, Inc.

Attn: Dana Best MS 800

13736 Riverport Drive Suite 800

Maryland Heights, MO 63043
We at CitiMortgage wish to extend our gratitude and
appreciation to you and E-Loan, Inc. for selecting CitiMortgage as your
investor.  We look forward to expanding and enhancing our business relationship
with E-Loan, Inc.



Sincerely,

Len IsraelDavid G. Henry 

Director of Correspondent LendingDirector of Wholesale Pricing

Agreed

Seller Signature

Correspondent

Seller  Signature

 

CC: Dennis Brodecker, Division
Manager