Exhibit 10.12

FIFTH MODIFICATION AGREEMENT

THIS FIFTH MODIFICATION AGREEMENT (the "Agreement") ismade as of the 18th day of April, 2002, 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 so amended, the"Warehouse Credit Agreement") pursuant to which the Lender agreed to makeadvances (the "Advances") to the Borrower in accordance with the provisions ofthe Warehouse Credit Agreement.  All capitalized terms used herein and nototherwise defined shall have the meanings set forth in the Warehouse CreditAgreement.

The Advances are evidenced by the Borrower's Amended andRestated Note, dated as of December 17, 2001 (the "Note") in the statedprincipal amount of $70,000,000 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 Lender grantingthe 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 legallybound hereby, agree as follows:

Warehouse Credit Agreement
.  The Warehouse CreditAgreement is hereby amended as follows:

Section 2.01(iv)(5) and (iv)(11) of the Warehouse CreditAgreement is amended to read in full as follows:

	"(5) the aggregate principal amount of Advancesoutstanding at any time secured by Eligible Nonconforming Mortgage Loans shallnot exceed $10,000,000 (the "Nonconforming Commitment"),"

	"and (11) the aggregate principal amount of Advancesoutstanding at any time secured by Eligible Nonconforming Mortgage Loans andEligible HELOCs shall not exceed $10,000,000."

References to Credit Documents
.  Upon theeffectiveness of this Agreement:

Each reference in the Warehouse Credit Agreement to "thisAgreement," "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;

Each reference in the Warehouse Credit Agreement and theWarehouse Security Agreement to the Note shall mean and be a reference to theRestated Note; and

Each reference in the Warehouse Credit Agreement and theNote to the Warehouse Security Agreement shall mean and be a reference to theWarehouse Security Agreement as amended hereby.

Ratification of Documents
.

Except as specifically amended herein or amended andrestated in the Restated Note, the Warehouse Credit Agreement, the Note and theWarehouse Security Agreement shall remain unaltered and in full force and effectand are hereby ratified and confirmed.

The execution, delivery and effectiveness of thisAgreement and the Restated Note shall not, except as expressly provided herein,operate as a waiver of any right, power or remedy of the Lender under theWarehouse Credit Agreement, the Note or the Warehouse Security Agreement norconstitute a waiver of any default or Event of Default under the WarehouseCredit Agreement, the Note or the Warehouse Security Agreement.

Representations and Warranties
.  The Borrowerhereby certifies that (i) the representations and warranties which it made inthe Warehouse Credit Agreement and the Warehouse Security Agreement are true andcorrect as of the date hereof and (ii) no Event of Default and no event whichcould 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.

Miscellaneous
.

This Agreement shall be governed by and construedaccording to the laws of the State of Delaware without regard to principles ofconflicts of laws and shall be binding upon and shall inure to the benefit ofthe parties hereto, their successors and assigns.

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.

This Agreement is intended to take effect as a documentunder seal.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of theday and year first above written.

E-LOAN, INC.