Q3 2003 Exhibit 10.31





                                           Exhibit 10.31


AMENDMENT NUMBER EIGHT

                  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 EIGHT is made this
24th 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 Loan Agreement to increase the amount of HELOCs that
may be subject to the facility, as more expressly set forth below.



WHEREAS, as of the date of this Amendment Number
Eight, 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 Loan
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 24, 2003, Section
1 of the Agreement is hereby amended by deleting the definition of HELOC and
replacing it with the following:  


"HELOC" shall mean an open end home equity
line of credit made to an "A" credit Mortgagor and secured by a second
mortgage lien and underwritten in accordance with the Underwriting Guidelines of
either Residential Funding Corporation or Wells Fargo Home Mortgage Inc.  A
HELOC made to a Mortgagor with a credit rating lower than "A" shall
not be an Eligible Mortgage Loan under this Loan Agreement.







SECTION 2.Effective as of September 24, 2003, Section
1 of the Agreement is hereby amended by deleting sub-clause (3) from the
definition of Maximum Credit and replacing it with the following:  






	the Maximum Credit for Mortgage Loans which are HELOCs
may not exceed $110 million at any time; provided that, solely to the extent
that the Lender has agreed to act as lead or co-lead underwriter with respect to
such Mortgage Loans, such amount shall be increased to $150
million;

SECTION 3.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 Eight (including
all reasonable fees and out of pocket costs and expenses of the Lender's legal
counsel incurred in connection with this Amendment Number Eight), in accordance
with Section 11.03 of the Loan Agreement.



SECTION 4.  Defined Terms.  Any terms
capitalized but not otherwise defined herein should have the respective meanings
set forth in the Agreement.



SECTION 5.  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 Eight 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 6.  Representations.  In order to
induce the Lender to execute and deliver this Amendment Number Eight, 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 7.  Governing Law. This Amendment
Number Eight 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 8.  Counterparts.  This
Amendment Number Eight 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 Eight to be executed and delivered by their duly
authorized officers as of the day and year first above written.



E-LOAN, INC.

(Borrower)


 

By:  /s/________________________

       Name:  Steve Majerus

   Title:    Vice President of Capital Markets


 

GREENWICH CAPITAL FINANCIAL PRODUCTS. INC. 

(Lender)


 

By:  /s/________________________

       Name:  Anthony Palmisano

   Title:    Vice President