Q3 2002 Exhibit 10.38




Exhibit 10.38

PROMISSORY NOTE

$425,000,000

August 26, 2002

New York, New York

FOR VALUE RECEIVED, E-LOAN, INC., a Delaware corporation (the
"Borrower"), hereby promises to pay to the order of GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC. (the "Lender"), at the principal office of the
Lender at 600 Steamboat Road, Greenwich, Connecticut 06830, in lawful money of
the United States, and in immediately available funds, the principal sum of FOUR
HUNDRED TWENTY FIVE MILLION DOLLARS ($425,000,000) (or such lesser amount as
shall equal the aggregate unpaid principal amount of the Advances made by the
Lender to the Borrower under the Loan Agreement), on the dates and in the
principal amounts provided in the Loan Agreement, and to pay interest on the
unpaid principal amount of each such Advance, at such office, in like money and
funds, for the period commencing on the date of such Advance until such Advance
shall be paid in full, at the rates per annum and on the dates provided in the
Loan Agreement.

The date, amount and interest rate of each Advance made by
the Lender to the Borrower, and each payment made on account of the principal
thereof, shall be recorded by the Lender on its books and, prior to any transfer
of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof; provided, that the failure of the Lender to make
any such recordation or endorsement shall not affect the obligations of the
Borrower to make a payment when due of any amount owing under the Loan Agreement
or hereunder in respect of the Advances made by the Lender.

This Note is the Note referred to in the Master Loan and
Security Agreement dated as of March 21, 2002 (as amended, supplemented or
otherwise modified and in effect from time to time, the "Loan Agreement")
between the Borrower, and the Lender, and evidences Advances made by the Lender
thereunder. Terms used but not defined in this Note have the respective meanings
assigned to them in the Loan Agreement.

The Borrower agrees to pay all the Lender's costs of
collection and enforcement (including reasonable attorneys' fees and
disbursements of Lender's counsel) in respect of this Note when incurred,
including, without limitation, reasonable attorneys' fees through appellate
proceedings.

Notwithstanding the pledge of the Collateral, the Borrower
hereby acknowledges, admits and agrees that the Borrower's obligations under
this Note are recourse obligations of the Borrower to which the Borrower pledges
its full faith and credit.

The Borrower, and any indorsers or guarantors hereof, (a)
severally waive diligence, presentment, protest and demand and also notice of
protest, demand, dishonor and nonpayments of this Note, (b) expressly agree that
this Note, or any payment hereunder, may be extended from time to time, and
consent to the acceptance of further Collateral, the release of any Collateral
for this Note, the release of any party primarily or secondarily liable hereon,
and (c) expressly agree that it will not be necessary for the Lender, in order
to enforce payment of this Note, to first institute or exhaust the Lender's
remedies against the Borrower or any other party liable hereon or against any
Collateral for this Note. No extension of time for the payment of this Note, or
any installment hereof, made by agreement by the Lender with any person now or
hereafter liable for the payment of this Note, shall affect the liability under
this Note of the Borrower, even if the Borrower is not a party to such
agreement; provided, however, that the Lender and the Borrower, by
written agreement between them, may affect the liability of the Borrower.

Any reference herein to the Lender shall be deemed to include
and apply to every subsequent holder of this Note. Reference is made to the Loan
Agreement for provisions concerning optional and mandatory prepayments,
Collateral, acceleration and other material terms affecting this Note.

Any enforcement action relating to this Note may be brought
by motion for summary judgment in lieu of a complaint pursuant to Section 3213
of the New York Civil Practice Law and Rules. The Borrower hereby submits to New
York jurisdiction with respect to any action brought with respect to this Note
and waives any right with respect to the doctrine of forum non conveniens with
respect to such transactions.

This Note shall be governed by and construed under the
laws of the State of New York (without reference to choice of law doctrine but
with reference to Section 5-1401 of the New York General Obligations Law, which
by its terms applies to this Note) whose laws the Borrower expressly elects to
apply to this Note. The Borrower agrees that any action or proceeding brought to
enforce or arising out of this Note may be commenced in the Supreme Court of the
State of New York, Borough of Manhattan, or in the District Court of the United
States for the Southern District of New York. 

E-LOAN, INC.

By: _______________________

Name: 

Title:

 

SCHEDULE OF LOANS

This Note evidences Advances made under the within-described
Loan Agreement to the Borrower, on the dates, in the principal amounts and
bearing interest at the rates set forth below, and subject to the payments and
prepayments of principal set forth below:

 

	
Date Made
	
 Principal Amount of
Loan
	
 Amount Paid or
Prepaid
	
 Unpaid Principal
Amount
	
Notation Made by