Q3 2003 Exhibit 10.24





                                           Exhibit 10.24




August 18, 2003


 

	
E-Loan, Inc.
	 	
Greenwich Capital Financial Products, Inc.

	
5875 Arnold Road
	 	
600 Steamboat Road

	
Dublin, CA 94568
	 	
Greenwich, CT 06830

	
Attention: Joseph J. Kennedy
	 	
Attention: David Katze





 

Ladies and Gentlemen:


Reference is made to the Client Agreement as of October 22, 2001
("Agreement"), by and between RESIDENTIAL FUNDING CORPORATION ("RFC") and E-
Loan, Inc. ("Client"), the Client Guide referred to therein, and any commitments
to purchase Loans issued thereunder (collectively, the "RFC Agreements").  Terms
capitalized and used herein without being defined shall have the meanings given
to them in the Agreement and the Client Guide.


Pursuant to the RFC Agreements, RFC may from time to time agree to purchase
specific loans from Client (each such agreement, a "Purchase Commitment").
Client may from time to time sell Loans covered by a Purchase Commitment ("RFC
Loans") to, or finance RFC Loans with, Greenwich Capital Financial Products,
Inc. ("Gestation Provider") prior to purchase the RFC Loans by RFC.  Client has
requested that RFC consent to the sale or pledge of Purchase Commitments to
Gestation Provider in connection with the sale of the related RFC loans.


RFC consents to the sale or pledge of Purchase Commitments to Gestation
Provider as described above, subject to the following:


1.RFC is hereby authorized and directed by Client to remit proceeds
of the
purchase of RFC Loans to Gestation Provider instructed by Gestation Provider,
but shall otherwise have no obligation to comply with any instructions
received
by RFC from Gestation Provider.



2.Notwithstanding the sale of any RFC Loans to Gestation Provider, all RFC
Loans
Shall, for purposes of the RFC Agreements, be deemed to have been sold by
Client to RFC, and Client shall remain responsible for all of its
representations, warranties, indemnities and other agreements set forth in the
RFC Agreements, No assignment of RFC Loans to Gestation Provider, and nothing in
this consent letter, shall relieve Client of its obligation to indemnify and/or
repurchase in accordance with the RFC Agreement or release Client from and any
all obligations to RFC under the RFC Agreements.


3.Gestation Provider will have no greater rights under the Purchase
Commitments
than Client.  Without limiting the generality of the foregoing, RFC's
obligation
to purchase each RFC Loan pursuant to the Purchase Commitment remains
subject to all of the limitations, conditions and other terms of the RFC
Agreements.





If the foregoing is acceptable, please acknowledge your acceptance in the
space indicated below.  This consent will not be effective until RFC has
received executed counterparts hereof from Client and Gestation Provider.


Very truly yours,

RESIDENTIAL FUNDING CORPORATION

By:___/s/____________________________

Its: Director














ACKNOWLEDGED AND AGREED TO

THIS_____DAY OF_______, 2003

E-Loan, Inc.

By:___/s/___________________________



Its:    Joe Kennedy, President
Greenwich Capital Financial Products, Inc.

By:___/s/___________________________

Its:___SVP___________________________