Exhibit 10.23

FOURTEENTH MODIFICATION AGREEMENT

	THIS FOURTEENTH MODIFICATION AGREEMENT (the "Agreement") ismade 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 WarehouseCredit Agreement, dated as of November 1, 2001, as amended (as soamended, the "Warehouse Credit Agreement") pursuant to which theLender agreed to make advances (the "Advances") to the Borrower inaccordance with the provisions of the Warehouse Credit Agreement.  Allcapitalized terms used herein and not otherwise defined shall have the meaningsset forth in the Warehouse Credit Agreement.

The Advances are evidenced by the Borrower's Third Amendedand Restated Note, dated as of May 6, 2003 (the "Note") in the statedprincipal amount of $150,000,000 and secured by, among other things, a WarehouseSecurity Agreement dated as of November 1, 2001, as amended (as so amended, the"Warehouse Security Agreement") between the Borrower and the Lendergranting the Lender a security interest in certain of the Borrower's assets.

The Borrower has requested that the Lender make certainmodifications to the terms of the Warehouse Credit Agreement, and the Lender hasagreed to such modification, subject to the terms and conditions of thisAgreement.

	

	NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,agree as follows:

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

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

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

(b)	Section 6.13 of the Warehouse Credit Agreement is amended toread in full as follows:

"6.13. Compliance with Statutes,etc.  The Borrower and each of its Subsidiaries is in compliance with allapplicable statutes, regulations and orders of, and all applicable restrictionsimposed by, all governmental bodies, domestic or foreign, in respect of theconduct of its business and the ownership of its property, including, withoutlimitation, any state licensing laws and all applicable predatory and abusivelending 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 CreditDocument or the Lender's rights in the Collateral."

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

"(d)	Each Mortgage Loan at the time it was originated complied in allmaterial respects with applicable local, state, and federal laws, including, butnot limited to, all applicable predatory and abusive lending laws. None of theMortgage Loans are High Cost as defined by the applicable predatory and abusivelending laws."

2.	References to Credit Documents.  Upon the effectiveness of thisAgreement:

		(a)	Each reference in the Warehouse CreditAgreement to "this Agreement," "hereunder,""hereof," "herein" or words of like import, and eachreference in the Restated Note and the Warehouse Security Agreement to theWarehouse Credit Agreement, shall mean and be a reference to the WarehouseCredit Agreement as amended hereby;

		(b)	Each reference in the Warehouse CreditAgreement and the Warehouse Security Agreement to the Note shall mean and be areference to the Restated Note; and

		(c)	Each reference in the Warehouse CreditAgreement and the Note to the Warehouse Security Agreement shall mean and be areference to the Warehouse Security Agreement as amended hereby.

		

	3.	Ratification of Documents.

		(a)	Except as specifically amended hereinor amended and restated in the Restated Note, the Warehouse Credit Agreement,the Note and the Warehouse Security Agreement shall remain unaltered and in fullforce and effect and are hereby ratified and confirmed.

		(b)	The execution, delivery andeffectiveness of this Agreement and the Restated Note shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy ofthe Lender under the Warehouse Credit Agreement, the Note or the WarehouseSecurity Agreement nor constitute a waiver of any default or Event of Defaultunder the Warehouse Credit Agreement, the Note or the Warehouse SecurityAgreement.

	4.	Representations and Warranties.  TheBorrower hereby certifies that (i) the representations and warranties which itmade in the Warehouse Credit Agreement and the Warehouse Security Agreement aretrue and correct as of the date hereof and (ii) no Event of Default and no eventwhich could become an Event of Default with the passage of time or the giving ofnotice, or both, under the Note, the Warehouse Credit Agreement or the WarehouseSecurity Agreement exists on the date hereof.

	5.	Miscellaneous.

		(a)	This Agreement shall be governed by andconstrued according to the laws of the State of Delaware without regard toprinciples of conflicts of laws and shall be binding upon and shall inure to thebenefit of the parties hereto, their successors and assigns.

		(b)	This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

		(c)	This Agreement is intended to take effect as a document underseal.

	IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the day and year first above written.

	E-LOAN, INC.

 

	By:___/s/______________________________

	      	Matt Roberts

		CFO

 

	GMAC Bank

 

	By:__/s/  John Doulong_________________