Q3 2002 Exhibit 10.33





Exhibit 10.33



AMENDMENT NUMBER ONE

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 ONE is made this 1st day of July,
2002, by and between E-LOAN, INC., having an address at 5875 Arnold Road,
Dublin, California 94568 (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 (the "Agreement").  Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.


RECITALS



WHEREAS, the Borrower has requested that the Lender
agree to amend the Agreement to modify the definition of "High LTV
Loan" therein;



WHEREAS, the Borrower and the Lender have agreed to
amend the 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 July 1, 2002, Section 1 of
the Agreement is hereby amended by deleting the definition of High LTV Loan and
replacing it with the following:  


"High LTV Loan" shall mean a Mortgage Loan
which, in the case of a First Lien Mortgage Loan, had a Loan-to-Value Ratio at
origination in excess of 95%, but not greater than 107%, and in the case of a
Second Lien Mortgage Loan, had a combined loan-to-value ratio at origination in
excess of 100%, but not greater than 125% and, in either case, was underwritten
in accordance with the applicable Underwriting Guidelines.







SECTION 2.Effective as of July 1, 2002,
representation (o) on Schedule 1 to the Agreement is hereby amended to read in
its entirety as follows:  


(o)LTV.  As of the date of origination of the
Mortgage Loan, the LTV and, with respect to any Second Lien Mortgage Loan,
combined loan-to-value ratio, is identified on the Mortgage Loan Data
Transmission; provided that, the LTV of any First Lien Mortgage Loan does not
exceed 107% and the combined loan-to-value ratio of any Second Lien Mortgage
Loan does not exceed 125%.







SECTION 3.  Defined Terms.  Any terms
capitalized but not otherwise defined herein shall have the respective meanings
set forth in the Agreement.



SECTION 4.  Limited Effect.  Except as amended
hereby, the Agreement shall continue in full force and effect in accordance with
its terms.  Reference to this Amendment need not be made in the 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 Agreement, any reference in any of such items to the Agreement being
sufficient to refer to the Agreement as amended hereby.



SECTION 5.  Representations.  In order to
induce the Lender to execute and deliver this Amendment Number One, 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 Agreement and no
Default or Event of Default has occurred and is continuing under the
Agreement.



SECTION 6.  Governing Law. This Amendment
Number One 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 Section 5-1401 of the New York
General Obligations Law).



SECTION 7.  Counterparts.  This Amendment
Number One 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 One to be executed and delivered by their duly
authorized officers as of the day and year first above written.



E-LOAN, INC.
(Borrower)


 

By: ____________________

Name:

Title:


 

GREENWICH CAPITAL FINANCIAL PRODUCTS. INC. 

(Lender)


 

By: ____________________

Name:

Title: