GMAC





August 6, 2001

Joseph Kennedy
President
E-Loan, Inc.
5875 Arnold Road
Dublin, CA 94568

RE:	Warehouse Credit Agreement, as amended (the "Warehouse Credit
Agreement"), among Cooper River Funding Inc., as Lender ("CRF"), GE Capital
Mortgage Services, Inc., as Agent ("GECMSI") and E-Loan, Inc., as Borrower (the
".Borrower"), together with the other transaction documents related thereto or
executed by the Borrower in connection therewith, each as amended (the "Related
Documents"), including, without limitation, any and all corresponding Promissory
Notes, Warehouse Security Agreements, Guaranty and Surety Agreements, Support
Agreements, UCC-1 Financing Statements (or similar filings), Escrow Agreements
and Intercreditor Agreements.

Ladies and Gentlemen:

Pursuant to an Asset Purchase Agreement (the "Purchase Agreement") to be
entered into among GMAC Mortgage Corporation, a Pennsylvania corporation, as
purchaser (the "Purchaser") and GECMSI and CRF, as sellers (collectively, the
"Sellers"), the Sellers plan to assign, and the Purchaser plans to assume,
certain warehouse loans of the Sellers, including the Warehouse Credit Agreement
and the Related Documents, on or around August 20, 2001 (the date upon which
such transfer is actually made, the "Closing Date").

The Borrower (the "Consentor") hereby agree as follows:

1. Acknowledgment of and Consent to Assignment and Assumption
2. Release of the Purchaser with Respect to Liabilities Prior to Closing
Date
3. Release of Seller with Respect to Liabilities After the Closing Date
4. Amendments to Warehouse Credit Agreement and Related Documents
5. The rate of interest thereunder shall no longer be based upon Commercial
Paper issuances or the Commercial Paper Rate. Instead, the rate of interest
shall be based upon the Monthly Average LIBOR Rate (defined below).
Specifically, in Section 2.07 of the Warehouse Credit Agreement (or such other
section under Article II which is titled "Interest"), the term "Monthly Average
LIBOR Rate" shall be substituted for the term Commercial Paper Rate. "Monthly
Average LIBOR Rate" shall mean the average of all thirty (30) day LIBOR rates
quoted in any given month. "LIBOR Rate" means a rate of interest equal to the
London Interbank Offered Rate for US dollar deposits as quoted by Telerate,
Bloomberg or any other rate quoting service selected by Lender in its sole
discretion for an interest period of thirty (30) days.
6. If the current expiry date of the Warehouse Credit Agreement and the Related
Documents occurs on or before November 1, 2001, the expiry date shall be
November 1, 2001.
7. Terms of Warehouse Credit Agreement and the Related Documents to
Govern
8. Security Interests
9. Waiver
10. Further Assurances
11. Successors and Assigns
12. Contingent Effectiveness



Please confirm your acceptance of these terms , by executing the
acknowledgment set forth below.

| | Sincerely,                                                                  
| | ----------------------------------------------------------------------------
| | GMAC MORTGAGE CORPORATION                                                   
| | /s/ John Doulong	John Doulong
VP and General Manager
Warehouse Lending      
| | /s/ Martin Schroeter	Martin Schroeter
Senior Vice President
Business Lending

AGREED AN ACKNOWLEDGED

As of this 10thday of August, 2001

E-Loan, Inc.

/s/ Steven M. Majerus	Name: Steven M. Majerus
Title: V.P. - Secondary Marketing

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