FY2002 10K Exhibit 10.94





                         Exhibit 10.94 



ELEVENTH MODIFICATION AGREEMENT

THIS ELEVENTH MODIFICATION AGREEMENT (the "Agreement") is made as of the
29th day of October, 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 Second Amended' and Restated
Note, dated as of August 20, 2002 (the "Note") in the stated principal amount of
$150,000,000 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:

	Section 2.01 of the Warehouse Credit Agreement is amended to read in full as
follows:

"2.01Commitment. Subject to and upon the terms and conditions set
forth herein, the Lender agrees, at any time and from time to time prior to the
Expiry Date (or such earlier date as the Commitment shall have been terminated
pursuant to the terms hereof), to make an advance or advances (each an "Advance"
and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be
made at any time and from time to time in accordance with the terms hereof on
and after the Effective Date and prior to the Expiry Date; (ii) shall bear
interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in
accordance with the provisions hereof; and (iv) shall be made against the pledge
by the Borrower of Eligible Mortgage Loans, Eligible Nonconforming Mortgage
Loans, Eligible HELOCs or Liquid Assets as Collateral for such Advance as
provided herein and in the Warehouse Security Agreement; provided,
however, that (1) the aggregate principal amount of Advances outstanding
at any time shall not exceed the lesser of (x) the Commitment and (y) an amount
equal to: the Borrowing Base, at such time minus (b) $1,000,000, (2) the
aggregate principal amount of Advances outstanding at any time secured by
Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the
aggregate principal amount of Wet Advances outstanding at any time shall not
exceed 40% of the Commitment, (4) the aggregate principal amount of Advances
outstanding at any time secured by Jumbo Loans shall not exceed 40% of the
Commitment, (5) the aggregate principal amount of Advances outstanding at any
time secured by Eligible Nonconforming Mortgage Loans shall not exceed
$10,000,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount
of Advances outstanding at any time secured by Credit A- Loans shall not exceed
100% of the Nonconforming Commitment, (7) the aggregate principal amount of
Advances outstanding at any time secured by Credit B Loans shall not exceed 100%
of the Nonconforming Commitment, (8) the aggregate principal amount of Advances
outstanding at any time secured by Credit C Loans shall no exceed 40% of the
Nonconforming Commitment, (9) the aggregate principal amount of Advances
outstanding at any time secured by Credit D Loans shall not exceed 0% of the
Nonconforming Commitment, (10) the aggregate principal amount of Advances
outstanding at any time secured by Eligible HELOCs shall not exceed $25,000,000
(the "HELOC Commitment"), provided, however, during the period October 29, 2002
through December 31, 2002, aggregate amount may not exceed $50,000,000 (11) the
aggregate principal amount of Advances outstanding at any time secured by Second
Mortgage Loans shall not exceed $25,000,000 provided, however, during the period
October 29, 2002 through December 31, 2002, aggregate amount may not exceed
$50,000,000 (the "Second Mortgage Loan Commitment"), (12) the aggregate amount
of Advances outstanding at any time secured by Second Mortgage Loans and
Eligible HELOCs shall not exceed $25,000,000, provided, however, during the
period October 29, 2002 through December 31, 2002, aggregate amount may not
exceed $50,000,000 (13) the aggregate principal amount of Advances outstanding
at any time secured by HLTV Loans shall not exceed $10,000,000 (the "HLTV
Commitment"), and (14) the aggregate principal amount of Advances outstanding at
any time secured by Eligible Nonconforming Mortgage Loans, HLTV Loans, Second
Mortgage Loans and Eligible HELOCs shall not exceed $45,000,000 provided,
however, during the period October 29, 2002 through December 31, 2002, aggregate
amount may not exceed $70,000,000."

	Sections 4.02(r) is hereby added to the Warehouse Credit Agreement and shall
read in full as follows:

(r) if on any date the aggregate principal amount of Advances secured by
Eligible HELOCs exceeds $25,000,000 (provided, however that during the period
October 29, 2002 through December 31, 2002 if the aggregate principal amount of
Advances secured by Eligible HELOCs exceeds $50,000,000), the Borrower shall
immediately prepay the principal of Advances secured by Eligible HELOCs in an
aggregate amount equal to such excess."

	Sections 4.02(t) is hereby added to the Warehouse Credit Agreement and shall
read in full as follows:

"(t) if on any date the aggregate principal amount of Advances secured by
Eligible HELOCs and Second Mortgage Loans exceeds $25,000,000 (provided,
however, that during the period October 29, 2002 through December 31, 2002 the
aggregate principal amount of Advances secured by Eligible HELOCs exceeds
$50,000,000), the Borrower shall immediately prepay the principal of Advances
secured by Eligible HELOCs and Second Mortgage Loans in an aggregate amount
equal to such excess."

	Sections 4.02(v) is hereby added to the Warehouse Credit Agreement and shall
read in full as follows:

"(v) if on any date the aggregate principal amount of Advances secured by
Eligible Nonconforming Mortgage Loans, HLTV Loans, Second Mortgage Loans and
Eligible HELOCs exceeds $45,000,000 (provided, however, that during the period
of October 29, 2002 through December 31, 2002 the aggregate principal amount of
Advances secured by Eligible HELOCs exceeds $70,000,000), the Borrower shall
immediately prepay the principal of Advances secured by Eligible Nonconforming
Mortgage Loans, HLTV Loans, Second Mortgage Loans and Eligible HELOCs in an
aggregate amount equal to such excess."

	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: ____/s/_______________________________ President

	
 
	
GMAC Bank

	
 
	
By: ____/s/_______________________________

Senior Vice President