Q3 2003 Exhibit 10.23





                                           Exhibit 10.23



FOURTEENTH MODIFICATION AGREEMENT


THIS FOURTEENTH MODIFICATION AGREEMENT (the "Agreement") is
made as of the 11th day of  August, 2003, 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 Third Amended
and Restated Note, dated as of May 6, 2003 (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:


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



(a)There shall be added Section 11.14 to the Warehouse Credit
Agreement which shall read in full as follows:

"The Borrower hereby agrees to provide to Lender a Certificate of the
Secretary substantially in the form attached hereto, appointing certain
employees of Lender, as limited officers with power to execute on behalf of the
Lender all notes and other documents necessary to convey ownership of the
Mortgage Loans and/or assign the related mortgages, deeds of trust and other
security interests and documents, and to perform the acts necessary to
effectuate the described assignments of said mortgages and/or deeds of trust,
such as correcting minor deficiencies in the Mortgage Loan documents and
executing endorsements of the Mortgage Loan documents to Lender; and, to obtain
any and all documents necessary to effectuate the closing and transfer of said
Mortgage Loans.  The Borrower hereby acknowledges and hereby releases and
indemnifies Lender from any liability, obligation or loss in connection with
such limited officer's actions in that capacity, except to the extent such
limited officer's actions exceed the scope of authority as set forth in the
Certificate of the Secretary ."






(b)Section 6.13 of the Warehouse Credit Agreement is amended to
read in full as follows:
"6.13. Compliance with Statutes,
etc.  The Borrower and each of its Subsidiaries is in compliance with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property, including, without
limitation, any state licensing laws and all applicable predatory and abusive
lending laws, except such noncompliances as would not (i) in the aggregate,
have a material adverse effect on the business, operations, property, assets,
condition (financial or otherwise) or prospects of the Borrower and
(ii) affect in any respect the validity or enforceability of any Credit
Document or the Lender's rights in the Collateral."







(c)Section 6.18(d) is hereby added to the Warehouse
Credit Agreement and shall read in full as follows:


"(d)Each Mortgage Loan at the time it was originated complied in all
material respects with applicable local, state, and federal laws, including, but
not limited to, all applicable predatory and abusive lending laws. None of the
Mortgage Loans are High Cost as defined by the applicable predatory and abusive
lending laws."






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


(a)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;


(b)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



(c)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.



3.Ratification of Documents.


(a)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.


(b)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.


4.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.


5.Miscellaneous.


(a)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.


(b)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.


(c)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/______________________________

      Matt Roberts

CFO


 

GMAC Bank


 

By:__/s/  John Doulong_________________