Q3 2002 Exhibit 10.34





Exhibit 10.34

 

EIGHTH MODIFICATION AGREEMENT

THIS EIGHTH MODIFICATION AGREEMENT (the "Agreement") is
made as of the 31st day of July, 2002, by and among E-LOAN, INC. (the
"Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

BACKGROUND

The Borrower and the Lender entered into a Warehouse
Credit Agreement, dated as of November 1, 2001, as amended (as so amended,
the "Warehouse Credit Agreement") pursuant to which the Lender agreed to make
advances (the "Advances") to the Borrower in accordance with the provisions of
the Warehouse Credit Agreement.  All capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Warehouse Credit
Agreement.

The Advances are evidenced by the Borrower's Amended and
Restated Note, dated as of December 17, 2001 (the "Note") in the stated
principal amount of $70,000,000 and secured by, among other things, a Warehouse
Security Agreement dated as of November 1, 2001, as amended (as so amended,
the "Warehouse Security Agreement") between the Borrower and the Lender granting
the Lender a security interest in certain of the Borrower's assets.

The Borrower has requested that the Lender make certain
modifications to the terms of the Warehouse Credit Agreement, and the Lender has
agreed to such modification, subject to the terms and conditions of this
Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:




	Warehouse Credit
Agreement.  The Warehouse Credit Agreement is hereby amended as
follows:



	The definition of "Commitment"
contained in Section 1.01 of the Warehouse Credit Agreement is amended to
read in full as follows:

"'Commitment' shall mean the obligation of the
Lender to make Advances in an aggregate principal amount outstanding at any time
not to exceed $50,000,000, or such other amount as Lender, in its sole
discretion, may determine from time to time, provided however, that during the
period of July 31, 2002 through September 30, 2002, Commitment shall
not exceed $70,000,000."


	References to Credit
Documents.  Upon the effectiveness of this Agreement:



	Each reference in the Warehouse
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import, and each reference in the Restated Note and the Warehouse
Security Agreement to the Warehouse Credit Agreement, shall mean and be a
reference to the Warehouse Credit Agreement as amended hereby;


	Each reference in the Warehouse Credit Agreement and the
Warehouse Security Agreement to the Note shall mean and be a reference to the
Restated Note; and


	Each reference in the Warehouse Credit Agreement and the
Note to the Warehouse Security Agreement shall mean and be a reference to the
Warehouse Security Agreement as amended hereby.


	Ratification of Documents.



	Except as specifically amended
herein or amended and restated in the Restated Note, the Warehouse Credit
Agreement, the Note and the Warehouse Security Agreement shall remain unaltered
and in full force and effect and are hereby ratified and confirmed.


	The execution, delivery and effectiveness of this
Agreement and the Restated Note shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the Lender under the
Warehouse Credit Agreement, the Note or the Warehouse Security Agreement nor
constitute a waiver of any default or Event of Default under the Warehouse
Credit Agreement, the Note or the Warehouse Security Agreement.


	Representations and Warranties. The
Borrower hereby certifies that (i) the representations and warranties which
it made in the Warehouse Credit Agreement and the Warehouse Security Agreement
are true and correct as of the date hereof and (ii) no Event of Default and
no event which could become an Event of Default with the passage of time or the
giving of notice, or both, under the Note, the Warehouse Credit Agreement or the
Warehouse Security Agreement exists on the date hereof.


	Miscellaneous.



	This Agreement shall be governed by
and construed according to the laws of the State of Delaware without regard to
principles of conflicts of laws and shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and assigns.


	This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


	This Agreement is intended to take effect as a document
under seal.

IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
E-LOAN, INC.
By: __________________________

President

GMAC BANK

By: __________________________

Title: _________________________