Q3 2003 Exhibit 10.29





                                           Exhibit 10.29



AMENDMENT NUMBER SEVEN

                  to the

                  Master Loan and Security Agreement

                  Dated as of March 21, 2002

                  by and between

                  E-LOAN, INC.

                  and

                  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.



This AMENDMENT NUMBER SEVEN is made this 16th day of
September, 2003, by and between E-LOAN, INC., having an address at 5875 Arnold
Road, Dublin, California 94568 (the "Borrower") and GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road,
Greenwich, Connecticut 06830 (the "Lender"), to the Master Loan
and Security Agreement, dated as of March 21, 2002, by and between the Borrower
and the Lender, as amended (the "Agreement").  Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.


RECITALS



WHEREAS, the Borrower has requested that the
Lender agree to amend the Agreement to provide for the electronic delivery of
any Notice of Borrowing and Pledge and to remove the term "Reset Date"
, each as more expressly set forth below.



WHEREAS, as of the date of this Amendment Number
Seven, the Borrower represents to the Lender that it is in compliance with all
of the representations and warranties and all of the affirmative and negative
covenants set forth in the Loan Agreement and is not in default under the
Agreement.



WHEREAS, the Borrower and the Lender have agreed to
amend the Agreement as set forth herein.



NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and for the mutual
covenants herein contained, the parties hereto hereby agree as follows:



SECTION 1.Effective as of September 16, 2003, Section 1
of the Agreement is hereby amended by deleting the definitions of
"Interest Period" and "LIBO Rate" and
replacing them with the with the following:



"Interest Period" shall mean, with
respect to any Advance, the period commencing on the Funding Date with respect
to such Advance and ending on the Payment Date.



"LIBO Rate" shall mean with respect to
each Interest Period pertaining to an Advance, a rate per annum determined by
the Lender in its sole discretion in accordance with the following formula
(rounded upwards to the nearest 1/100th of one percent), which rate
as determined by the Lender shall be conclusive absent manifest error by the
Lender:



LIBO Base Rate

1.00 - LIBO Reserve Requirements



The LIBO Rate shall be calculated each Funding Date
commencing with the first Funding Date.



 

SECTION 2.Effective as of September 16, 2003, Section 1
of the Agreement is hereby amended by adding the following definition:  



"Payment Date" shall mean the date
on which any Advance is required to be repaid, which date shall be the date
which is 45 days following the related Funding Date, except to the extent
otherwise agreed by the parties in writing.



SECTION 3.Effective as of September 16, 2003, Section 1
of the Agreement is hereby amended by deleting the definition of  "Reset
Date."



SECTION 4. Effective as of September 16, 2003, Section
2.03(a) of the Agreement is hereby amended to read in its entirety as
follows:



(a)Borrowing Procedure for Requesting an
Advance. The Borrower may request a borrowing to be secured by any Mortgage
Loans hereunder, on any Business Day during the period from and including the
Effective Date to the Termination Date, by delivering to the Lender, with a copy
to the Custodian, a Mortgage Loan Data Transmission and an irrevocable Notice of
Borrowing and Pledge delivered by the Borrower in hard copy or electronic format
substantially in the form of Exhibit D hereto, or other form acceptable to the
Lender in its sole discretion (a "Notice of Borrowing and Pledge"),
appropriately completed, a Mortgage Loan Data Transmission and Wire Instruction
Data; provided that, in connection with any Notice of Borrowing and Pledge, the
Borrower shall be deemed to have made the certifications and representations and
warranties set forth in Exhibit D hereto regardless of the form of such Notice
of Borrowing and Pledge.  The Notice of Borrowing and Pledge, Mortgage Loan Data
Transmission and Wire Instruction Data must be received no later than 6:00 p.m
(eastern time) one Business Day prior to the requested Funding Date for any
Advance to be made by 9:00 a.m. (eastern time) on the Funding Date and no later
than 3:00 p.m. (eastern time) on the requested Funding Date with respect to an
Advance to be made by 4:00 p.m. (eastern time) on the Funding Date.  Such Notice
of Borrowing and Pledge shall clearly indicate those Mortgage Loans that are
intended to be Wet Loans and Dry Loans and include a Mortgage Loan List in
respect of the Eligible Mortgage Loans that the Borrower proposes to pledge to
the Lender and to be included in the Borrowing Base in connection with such
borrowing; provided, however to the extent that any such requested
borrowing shall constitute an Uncommitted Advance, the Lender may, at its sole
option, elect not to make such Uncommitted Advance. Upon the Lender's request,
the Borrower will deliver to the Lender a Takeout Commitment confirmation and
assignment acknowledged by the Takeout Investor for each Mortgage Loan to be
pledged to the Lender hereunder.  The Borrower agrees to immediately report to
the Custodian and the Lender by facsimile transmission within one Business Day
of discovery that any Wet Loans that were previously pledged to the Borrower do
not close for any reason including, but not limited to, a Recission.   The
Custodian will deliver a notice of intent to issue a Trust Receipt to Lender
after the Custodian has reviewed the documents required to be reviewed pursuant
to Section 2(a)(II) of the Custodial Agreement.



SECTION 5. Effective as of September 16, 2003,
Section 2.05 of the Agreement is hereby amended by deleting subparts (b), (c)
and (d) and replacing them with the following:



(b)No later than the Business Day prior to each
Payment Date, the Lender shall provide to the Borrower a report which shall
state the interest amount due for the current interest period on the
Advance.



(c)The Borrower shall pay to the Lender interest on
the unpaid principal amount of each Advance for the period from and including
the date of such Advance to but excluding the date such Advance shall be paid in
full, at a rate per annum equal to the LIBO Rate plus the Applicable
Margin.  Notwithstanding the foregoing, the Borrower shall pay to the Lender
interest at the applicable Post-Default Rate on any principal of any Advance and
on any other amount payable by the Borrower hereunder or under the Note, that
shall not be paid in full when due (whether at stated maturity, by acceleration
or by mandatory prepayment or otherwise), for the period from and including the
due date thereof to but excluding the date the same is paid in full.  Accrued
interest on each Advance as calculated in Section 2.05(b) above shall be payable
on each Payment Date (except to the extent the Lender, in its sole discretion,
consents to a later date) and on the Termination Date, notwithstanding anything
herein to the contrary, except that interest payable at the Post-Default Rate
(including without limitation any interest on Advances which are not repaid on
the related Payment Date) shall accrue daily and shall be payable promptly upon
receipt of invoice.  Promptly after the determination of any interest rate
provided for herein or any change therein, the Lender shall give written notice
thereof to the Borrower.



(d)The Borrower and the Lender acknowledge that the
proceeds of Collateral may be held in the Collection Account pursuant to the
Collection Account Agreement.  The Lender agrees that if no Event of Default
shall have occurred and be continuing, on the first calendar day of each
calendar month, or if such day is not a Business Day, the next succeeding
Business Day, the Collection Bank shall be permitted to remit such amounts then
held in such Collection Account at the direction of the Borrower until notified
to the contrary by the Lender.



SECTION 6. Effective as of September 16, 2003, Section
2.07 (b) is hereby amended by deleting the reference to the term "Reset
Date" and replacing it with "Payment Date."



SECTION 7.Fees and Expenses. The Borrower
agrees to pay to the Lender all fees and out of pocket expenses incurred by the
Lender in connection with this Amendment Number Seven (including all reasonable
fees and out of pocket costs and expenses of the Lender's legal counsel incurred
in connection with this Amendment Number Seven), in accordance with Section
11.03 of the Loan Agreement.



SECTION 8.  Defined Terms.  Any terms
capitalized but not otherwise defined herein should have the respective meanings
set forth in the Agreement.



SECTION 9.  Limited Effect.  Except as amended
hereby, the Agreement shall continue in full force and effect in accordance with
its terms.  Reference to this Amendment Number Seven need not be made in the
Agreement or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to, or
with respect to, the Agreement, any reference in any of such items to the
Agreement being sufficient to refer to the Agreement as amended hereby.



SECTION 10.  Representations.  In order to induce
the Lender to execute and deliver this Amendment Number Seven, the Borrower
hereby represents to the Lender that as of the date hereof, the Borrower is in
full compliance with all of the terms and conditions of the Agreement and no
Default or Event of Default has occurred and is continuing under the
Agreement.



SECTION 11.  Governing Law. This Amendment Number
Seven shall be construed in accordance with the laws of the State of New York
and the obligations, rights, and remedies of the parties hereunder shall be
determined in accordance with such laws without regard to conflict of laws
doctrine applied in such state (other than Section 5-1401 of the New York
General Obligations Law).



SECTION 12.  Counterparts.  This Amendment
Number Seven may be executed by each of the parties hereto on any number of
separate counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.



 

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IN WITNESS WHEREOF, the Borrower and the Lender have
caused this Amendment Number Seven to be executed and delivered by their duly
authorized officers as of the day and year first above written.



E-LOAN, INC.
(Borrower)


 

By: ________________________

       Name:  Matt Roberts

   Title:  CFO


 

GREENWICH CAPITAL FINANCIAL PRODUCTS. INC. 

(Lender)


 

By: ________________________

       Name:  Anthony Palmisano

   Title:  Vice President