Exhibit 10.1**TWELFTH MODIFICATION AGREEMENT AND AGREEMENTFOR E-SERVICES

THIS TWELFTHMODIFICATION AGREEMENT ("Agreement") is made as of the 21st day ofFebruary 2003 by and among E-LOAN, INC. (the "Borrower"), GMAC BANK(the "Lender").
**W IT N E S S E T H:**
	**WHEREAS**, the Borrower and Lender have enteredinto a Warehouse Credit Agreement, dated as of November 1, 2001 (the"Warehouse Credit Agreement") and other credit documents including butnot limited to the Note, Guaranty and Warehouse Security Agreement(collectively, "Warehouse Credit Documents"), all capitalized termsused herein without definition having the definitions given them in theWarehouse Credit Agreement), pursuant to which Lender will advance funds to theBorrower under the Warehouse Credit Agreement and the Borrower will pledge toLender the mortgage loans funded with such advances; and

 
**WHEREAS, Lender developed a process by which anapproved borrower will be able to provide Lender with funding requests by e-mailing, autoposting, or web mailing to Lender an encrypted file containinginformation requested on the attached Warehouse Bank E-Fund Customer Import FileLayout attached hereto as Exhibit A , or by providing such information bycompleting forms available on www.warehousebank.com  (the"Service(s)"); 
**WHEREAS, Borrower is willing to accept a license ofthe Services on the terms and conditions defined by this Agreement and Lenderwishes to permit Borrower to use the Services; 

	NOW, THEREFORE, in consideration of the mutual promisesherein contained, and intending to be bound hereby the parties agree asfollows:

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

	(a)	The definition of "Authorized Employee"shall be added toSection 1.01 of the Warehouse Credit Agreement and shall read in full asfollows: 

 "Authorized Employee"shallmean any employee of the Borrower identified on Exhibit C attached hereto, andupdated from time to time as necessary, but not less frequently than every 30calendar days, as an authorized person to engage in the ordinary courseactivities in connection with this Agreement on behalf of the Borrower.  By wayof illustration, but not by way of limitation, the appearance of any AuthorizedEmployee's (i) name and signature on any Request for Advance submitted to Lenderor (ii) an Electronic Request for Advance is transmitted in accordance withmethods authorized by Lender or from an e-mail source acceptable to Lender,shall be conclusive evidence that the transaction was authorized byBorrower.
	(b) The definition of "WetAdvance" contained in Section 1.01 of the Warehouse Credit Agreement shallbe amended to read in full as follows:

"Wet Advance" shall mean an Advance made by the Lenderagainst the pledge of Eligible Mortgage Loans, Eligible HELOC/Second MortgageLoans or Eligible Nonconforming Mortgage Loans with respect to which theBorrower has delivered to the Lender a Request for Advance or an ElectronicRequest for Advance in accordance with Section 2.04 in lieu of the deliveryof the Mortgage Note related thereto; provided, however, that fromand after the date on which the Mortgage Note with respect to any such MortgageLoan is received by the Lender, such Advance shall cease to be a WetAdvance."

	(c)	Section 2.03 of the Warehouse Credit Agreement isamended to read in full as follows:

"2.03	Pledge ofCollateral.  Whenever the Borrower desires to pledge a Mortgage Loan to theLender, it shall deliver to the Lender at its Office a pledge of Collateralsubstantially in the form of Exhibit A-1 (the "Pledge ofCollateral").  Each Pledge of Collateral:  (i) shall be appropriatelycompleted by an Authorized Employee of the Borrower to describe the Collateralto be pledged; and (ii) shall have attached thereto each of the CollateralDocuments required in the Pledge of Collateral, including, without limitation,in the case of a Mortgage Loan with respect to which a Wet Advance is beingrequested in accordance with Section 2.04, an assignment by the Borrower tothe Lender of the related Mortgage fully completed and in recordable formreasonably satisfactory to Lender.  With respect to any Electronic Request forAdvance, Borrower does hereby grant to Lender a security interest in each of theMortgage Loans described in each Electronic Request for Advance and allCollateral Documents creating or securing same ("Pledged Loans") tosecure the payment of all of the Obligations of Borrower, including withoutlimitation, all Obligations of the Borrower under the Warehouse Credit Agreementand Warehouse Security Agreement.  The Borrower will deliver the Pledged Loansto the Lender as required by the Warehouse Credit Agreement and WarehouseSecurity Agreement."

(d)	Section 2.04 of the Warehouse Credit Agreement isamended to read in full as follows:

"Request for Advance.Whenever the Borrower desires to incur an Advance hereunder, not later than 4:15p.m. E.S.T. on the proposed date of such Advance, or such other time as Lender,in its sole discretion, may deem appropriate from time to time (i) it shalldeliver to the Lender at its Office a request for Advance substantially in theform of Exhibit A-2 or Exhibit A-3, as applicable (the "Request forAdvance") or (ii) by using a means of electronic transmission approved by theLender, transmit to Lender in an electronic format a request for Advance("Electronic Request for Advance"), which shall include allinformation required by Exhibit A-2 or A-3.  Before disbursing funds for anAdvance to be secured by a Mortgage Loan with an outstanding principal amount inexcess of $650,000, the Lender shall have reviewed documentation it deemsnecessary and approved such Advance.  Each Request for Advance or ElectronicRequest for Advance:  (i) shall be appropriately completed by an AuthorizedEmployee of the Borrower to specify the aggregate principal amount of theAdvance or Wet Advance to be made and the proposed date of such Advance (whichshall be a Business Day) or (ii) for Electronic Request for Advance, suchElectronic Request for Advance shall be delivered to Lender in accordance withprocedures previously approved or otherwise acceptable by Lender; and(iii) shall, in the case of a Wet Advance, include instructions withrespect to the disbursement of such Wet Advance.  The Lender is entitled to relyupon and act upon Electronic Request for Advance and the Borrower shall beunconditionally and absolutely estopped from denying (x) the authenticity andvalidity of any such transaction so acted upon by the Lender once the Lender hasadvanced funds and has deposited or transferred such funds as requested in anysuch Electronic Request and (y) the Borrower's liability and responsibilitytherefor."

(e)	Section 2.5 of the Warehouse Credit Agreement isamended to read in full as follows:

"2.05	Disbursement of Funds.  (a)  On thedate specified in the Request for Advance or Electronic Request of Advance withrespect to any Advance other than a Wet Advance, the Lender may, at its option,make available to the Borrower the amount of such Advance requested to be madeon such date by wire transfer of funds to the Borrower's Advance Account, orsuch other account as Borrower's Authorized Employee may direct in writing fromtime to time.  (b)	On the date specified in the Request for Advance orElectronic Request of Advance with respect to any Wet Advance, the Lender may,in its reasonable discretion, disburse the amount of such Wet Advance directlyto the appropriate title company, escrow agent or closing agent, by cashier'scheck or wire transfer in accordance with the instructions set forth in therelated Request for Advance or Electronic Request of Advance, the Lender'scustomary practice and the requirements of applicable law. (c)	In the eventthat a Wet Advance is disbursed by a cashier's check sent by the Lender or theLender's bank to the appropriate title company, escrow agent or closing agent,the Lender may, in its reasonable discretion, disburse the amount of such WetAdvance under cover of an instruction letter substantially in the form ofExhibit B-1 (a "Wet Advance Disbursement Instruction").  In theevent that a Wet Advance is to be disbursed by wire transfer or by a cashier'scheck printed at the Borrower's office and sent by the Borrower to theappropriate title company, escrow agent or closing agent, the Borrower shalldeliver to the appropriate title company, escrow agent or closing agent aninstruction letter substantially in the form of Exhibit B-2 (a"Borrower's Wet Advance Disbursement Instruction").  Upon the requestof the Lender, the Borrower shall deliver to the Lender a copy of any Borrower'sWet Advance Disbursement Instruction delivered by the Borrower."

(f)	Section 5.03 of the WarehouseCredit Agreement is amended to read in full as follows:

"5.03	Request for Advance orElectronic Request for Advance.  Prior to the making of each Advance, theLender shall have received a Request for Advance or Electronic Request forAdvance with respect thereto meeting the requirements ofSection 2.04."

(g)	Section 11.01(viii) of theWarehouse Credit Agreement is amended to read in full as follows:
	"(viii)  the loss, misplacementor destruction of any  cashier's check issued by the Lender in respect of anyAdvance after receipt of such check by the closing  agent, escrow agent, titlecompany, attorney or any  other authorized party identified in the Request forAdvance or Electronic Request for Advance relating to such Advance, it beingunderstood  and agreed that, notwithstanding the indemnity under  thisSection 11.01(c)(viii) or any such loss, misplacement or destruction, thefunds represented by  any such lost, misplaced or destroyed cashier's checkshall constitute an Advance hereunder; and"
	2.	Grant of Limited License. (a)	Lender hereby grants to Borrower, for the term of the WarehouseCredit Agreement, upon the terms and conditions set forth herein, a limited,royalty free, non-transferable, non-exclusive license to use the Services forthe term specified below; (b) The license grant herein is solely for Borrower'sinternal, non-commercial, use of the Services, or any portion thereof on theapplicable computer system ("Computer System") under its control; (c)No Copies.  No right to reproduce or copy the Services in whole or partis granted.  **	3.	Termand Termination.TheTerm will begin upon the execution of this Agreement and will remain in forceuntil the earliest occurrence of any of the following: (a)Borrower discontinues use of the Services, in which case Borrower shall promptlynotify Lender of its actions; or (b) until the termination or expiration of theWarehouse Credit Agreement. Either party may terminate the license under thisAgreement at any time by notifying the other in writing. Upon termination orcancellation, Borrower agrees to return to Lender, or at the option of Lender,destroy and certify destruction of all copies, in whole or in part, of theServices, and all other tangible or machine resident forms of ConfidentialInformation relating to the performance of this Agreement.  Any and all licensesgranted herein automatically terminate upon termination or cancellation of theWarehouse Credit Agreement.
			4.	Obligations of Lender. 

(a)	Services. Lender willprovide Borrower with use of the Services for use on Borrower's Computer Systemas described herein. The Borrower agrees that,in its use of the Services, it will comply at all times and in all respects withthe provisions of this Agreement and the Warehouse Credit Agreement. 
(b)	Encryption Key.  Lender will supply theBorrower with the PGP encryption software key which will enable the Borrower touse the Service to electronically transmit Advance Requests.  Each instructionto process an Electronic Request for Advance through e-mail must be encryptedusing the key supplied by Lender. 

	

			5.	Obligations of Borrower.  

(a)	Equipment. Borrower, at its sole expense, isresponsible for providing all computer hardware, software and other equipmentand facilities necessary for use of the Services. Borrower acknowledges thatLender WILL NOT be supporting Borrower's computer NOR the internet provider inorder for Borrower to utilize the Service, and any maintenance or repair of sameshall be Borrower's sole responsibilities.

(b)	The Borrower agreesto keep all information relating to its identification number and passwordstrictly confidential with such information being given only to a limited numberof employees of the Borrower who have an absolute need to know such informationin order to carry out their job responsibilities for the Borrower, and theBorrower will be responsible for the maintenance of security over suchidentification number and password.  From time to time, but not less frequentlythan every 30 calendar days, the Borrower must change its password throughprocedures provided by Lender. Use of a password by the Borrower withinstructions to process an Electronic Request for Advance shall be deemed to beconclusive evidence that the Borrower has duly authorized the Electronic Requestfor Advance.

(c)	Reversing or Canceling Electronic AdvanceRequests. The Borrower shall advise Lender by telephone, and confirmed inwriting in the event that the Borrower wishes to have Lender reverse or cancelElectronic Advance Request which has been initiated by the Borrower.  TheBorrower agrees that if Lender processes a reversal or cancellation or anElectronic Request for Advance at the request of the Borrower, in accordancewith Section 9 hereof, the Borrower does hereby release and agrees to indemnifyLender and hold Lender harmless from any claims against Lender arising from suchreversal.

(d)	From time to time, but not less frequently than every30 calendar days, Borrower shall provide to Lender a list of names, positions,signatures and passwords for individuals authorized to utilize the Services inthe form reasonably acceptable to Lender.  Borrower's release andindemnification obligations under Section 9 hereunder shall apply in the eventof Borrower's failure to comply with the requirements of this Section.

(e)	Borrower's Data.	(1)	Borrower agrees thatit will not use the Services in a manner that exposes valuable or irreplaceabledata to loss or damage by potential malfunctioning of the Services. Borroweracknowledges it is solely responsible for the protection and back-up of anyBorrower data and software used in conjunction with the Services. (2) IfBorrower provides information to Lender by e-mail, Borrower must utilize PGPsoftware encryption . Lender shall supply to Borrower a PGP encryption key andBorrower shall be obligated to utilize such key for all encryptions.  Borrowershall bear all responsibility and liability arising from failure to use the PGPencryption software or failure to provide Lender with a decryption key.

(f)	Error and Failure Reporting. Borrower willpromptly notify Lender of any software errors, failures, problems, damage to orloss of data, or any other defects in the Services discovered by Borrower. 

(g)	The Borrower shall establish security procedures foridentification numbers and passwords, which procedures shall be approved by andsatisfactory to Lender.  The Borrower shall assure that the security system onall computers is activated at all times and operates to require the use of apassword to log on to the Service. Borrower agrees that it is responsible formaintaining the security and confidentiality of the user names and passwordsissued by Lender to Borrower's agents or employees.  Borrower represents andwarrants that it will not permit unauthorized individuals to use its user namesand/or passwords to access the Service. Borrower is responsible for the actionsof any individuals using its user names and/or passwords to access the Serviceand hereby forever releases Lender and agrees to defend and indemnify Lenderagainst any claims, losses, damages, costs, expenses, fines and otherliabilities, including attorneys' fees, arising out of Borrower's failure tomaintain the security and confidentiality of its user names and/or passwords orarising out of the unlawful use of the Service by Borrower or by any person whoobtains access to the Service using Borrower's user names and/or passwords.

(h)	The Borrower acknowledges that passwords will bedeactivated if the Borrower stops using the Service at any time and for anyreason, including termination by Lender of this Agreement or the WarehouseCredit Agreement.
(i)	Borrower's obligations shall not be limited to thoseenumerated in this section, and shall include, by way of illustration but not byway of limitation, all other obligations listed in this Agreement or theWarehouse Credit Agreement or other Warehouse Credit Document.

			6.	 Confidentiality and Protection ofMaterials.

	(a)	Definitions.  "ConfidentialInformation" may include, but is not limited to, the following information:(1) The Services and all components thereof in any form, including writtenmaterials related thereto; (2)	Any other information disclosed by Lender.Confidential Information shall not include information which is (1) or becomesrightfully available to third parties without restriction and without breach ofthis Agreement by Borrower; or (2) rightfully becomes part of the public domainwithout breach of this Agreement; or (3) rightfully becomes known or availableto Borrower without restriction from another source that has properly obtainedand disclosed the Confidential Information.

	(b)	Status of Services.  Borrower acknowledgesthat the Services provided by Lender constitute commercially valuable,proprietary trade secrets and confidential information of Lender and/or Lender'slicensor(s).

	(c)	Borrower Obligations.  Borrower agreesnot to disclose directly or indirectly, in whole or in part, or to take anyaction that would result in the unauthorized disclosure to any third party anyConfidential Information hereunder except as authorized by this Agreement or byexpress written consent of Lender.  Borrower agrees not to disclose to any thirdparty that it is or will be utilizing, or has tested the Services except at therequest of, or with the written approval of Lender.  Borrower will not sell,transfer, publish, disclose, display, reproduce or otherwise make available theServices or copies thereof in any form whatsoever, to any third party withoutthe prior written approval of Lender.  Borrower shall use the same degree ofcare but no less than a reasonable degree of care to protect the ConfidentialInformation as it uses to protect its own proprietary and confidentialinformation. Borrower agrees to secure and protect the Services and any copiesthereof in a manner consistent with the maintenance of the rights of Lendertherein and to take appropriate action by instruction or agreement with itsemployees who are permitted access to the Services to satisfy its obligationsunder this section.  Borrower personnel who have access to the Services, beforeany such access is given, shall be informed of the confidential nature of theServices and the obligations of Borrower hereunder.	
(d)	The Borrower shall treat as confidential the terms and provisions ofthis Agreement and shall take all necessary measures to prevent their disclosureto any third party without Lender prior written consent, provided, however, thatthis Agreement may be filed with the U.S. Securities and Exchange Commission("SEC") in connection with the parties' quarterly or annual SECreports.
	7.	Inspections.  

(a)	The Borrower shall permit officers and designatedrepresentatives of Lender to visit and inspect any of the properties of theBorrower in order to inspect the Borrower's business operations and to verifythe security measures in effect, all at such reasonable times and to such extentas Lender may request.

(b)	At least once annually, Lender at its expense, ortheir respective affiliates as appropriate, or their designated representatives,shall have the right to make periodic examinations and/or audits of Borrower'sfacilities, procedures, documentation, books and records, and in connectiontherewith, to interview Supplier personnel for the purpose of assuringBorrower's compliance with the terms and conditions of this Agreement.  Inaddition, Borrower shall cooperate with any federal or state regulatory agenciesseeking to conduct periodic examinations and/or inspections of Borrower'sfacilities and procedures if (a) legally required or (b) appropriate forpurposes of demonstrating and testing Lender or Lender's compliance withapplicable regulatory and other legal requirements.  

	(c)	Lender considers compliance withthe audit provisions described herein to be material provisions of thisAgreement.
			8.	Intellectual Property Rights.

		(a)	Rights of Lender.  The Services andall copies thereof, all reports and other materials made or developed under thisAgreement are proprietary to Lender and are the property of Lender and/or itslicensors. Any and all applicable rights, title, and interest in copyrights,trademarks, and trade secrets in the Services, all reports and other materialsmade or developed under this Agreement, are and will remain solely andexclusively with Lender and/or its licensors. No title to or ownership of theServices or any Confidential Information is transferred hereby. All right, titleand interest in and to any invention relating to the Services whether or notpatentable, conceived or made in the course of, or as a result of performance ofthis Agreement shall be the exclusive property of Lender.  

		(b)	Ownership Acknowledgment.  Borroweracknowledges that the Services are protected by a copyright interest and thatthe intellectual property rights defined in this Agreement are owned by Lenderand/or Lender's licensors. 

		(c)	Ownership of Modifications.  Lendershall have the full right, title and interest, to all such changes,modifications and enhancements, including but not limited to the incorporationthereof into the Services for assignment, license or other transfers to thirdparties.  

	9.	Acknowledgements, Limitations of Warranties andRemedies.
	

(a)	Borrower hereby agrees to releaseLender, its subsidiaries, and their owners, officers, directors, agents andemployees from any and all claims and damages and the cost of defending thesame, including reasonable attorneys' fees, which may arise out of or inconnection with Borrower's use of the Services, or the use or failure to use thePGP encryption software.  Borrower agrees to hold harmless and indemnify Lenderits subsidiaries, and their owners, officers, directors, agents and employeesfrom any and all claims and damages and the cost of defending the same,including reasonable attorneys' fees, which may be brought against Lender bythird parties as a result of Borrower's use of the Services, or Borrower's useor failure to use the PGP encryption software with Lender's encryption key. 
(b)	Borrower shall have the sole responsibility foradequate protection and backup of its data used in connection with the Servicesand Borrower shall have no claim against Lender for lost data, re-run time,inaccurate input, work delays or other damages resulting from the use of theServices.  

(c)	**LENDER MAKES NO REPRESENTATIONS OR WARRANTIESREGARDING THE SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONWARRANTIES AS TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.BORROWER ACCEPTS THE PRODUCT AND SERVICES IN "AS IS" CONDITION.**
(d)	**IN NO EVENT SHALL LENDER BE LIABLE FOR ANYDAMAGES, INCLUDING, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTIONWITH OR ARISING OUT OF THE FURNISHING, THE****PERFORMANCE, OR THE USE OF THESERVICES**.

(e)	Borrower's sole and exclusive remedy for breach ofthis Agreement due to matters beyond Lender's reasonable control, regardless ofthe form of action chosen by Borrower, whether in contract or in tort orotherwise, is termination of the license in accordance with Section 9.

(f)	The Borrowerrepresents that neither this Agreement nor any transaction contemplated therebywill violate any legal restriction applicable to the Borrower or suchtransaction. Lender shall not be liable for any losses, damages, liabilities orcosts suffered or incurred by the Borrower or any third party as a result of (a)an unauthorized use of any identification number or password to submit anElectronic Request for Advance or an unauthorized use of Services due to theaction of Borrower personnel or agents or a breach of security at the Borrower'ssite(s).  In no event shall Lender be liable for special, indirect orconsequential damages.

10.	References to Warehouse CreditAgreement. Any default under this Agreement shall constitute an Event ofDefault under the Warehouse Credit Agreement, and any Default under theWarehouse Credit Agreement shall constitute a default under this Agreement.Upon the effectiveness of this Agreement, each reference in the Warehouse CreditAgreement to "this Agreement," "hereunder,""hereof," "herein" or words of like import, and eachreference in the Note, the Warehouse Security Agreement, the Guaranty Agreementand any other Warehouse Credit Document to the Warehouse Credit Agreement, shallmean and be a reference to the Warehouse Credit Agreement as amendedhereby.	
11.	Ratification of Documents.
Except as specifically amended herein, the WarehouseCredit Agreement, the Note, the Warehouse Security Agreement, the GuarantyAgreement and the Support Agreement shall remain unaltered and in full force andeffect and are hereby ratified and confirmed.

The execution, delivery and effectiveness of thisAgreement shall not, except as expressly provided herein, operate as a waiver ofany right, power or remedy of the Lender under the Warehouse Credit Agreement,the Note, the Warehouse Security Agreement, the Guaranty Agreement or any otherWarehouse Credit Document nor constitute a waiver of any default or Event ofDefault under the Warehouse Credit Agreement, the Note, the Warehouse SecurityAgreement, the Guaranty Agreement or the Support Agreement.

Representations and Warranties
.  The Borrowerhereby certifies that (i) the representations and warranties which it madein the Warehouse Credit Agreement and the Warehouse Security Agreement are trueand 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.

Miscellaneous
. 

Governing Law.
	This Agreement shall be governedby and construed according to the laws of the State of Delaware without regardto principles of conflicts of laws and shall be binding upon and shall inure tothe benefit of the parties hereto, their successors and assigns.

Conterparts
.	This Agreement may be executed inone or more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.

Severability
.  Inthe event that any provision of this Agreement shall be held to be invalid orunenforceable in any circumstance, such invalidity or unenforceability shall notaffect any other provision of this Agreement.

Successors
.  This Agreement shall be mutuallybinding upon, and inure to the mutual benefit of, both parties hereto and theirrespective successors. 

I
ndependentcontractors**.**
  In making and performing this Agreement, the partiesact and shall act at all times as independent contractors and nothing containedin this Agreement shall be construed or implied to create the relationship ofpartner, joint venture, or of employer and employee or any other relationship oragency between the parties.  At no time shall either party make commitments orincur any charges or expenses for or in the name of the other party, nor use thename of the other party in any advertising or marketing without the priorwritten consent of the other party.

Entire Agreement; Modification
.  This Agreementconstitutes the entire agreement between the parties relating to the subjectmater hereof.  This Agreement may not be modified without the prior writtenconsent of the parties hereto.

Survival
.  All indemnities set forth herein and theBorrower's obligations to Lender shall survive the termination of thisAgreement.

Force 
Majeure.  If performance by either party ofany obligations under this Agreement is prevented, restricted, delayed orinterfered with by reason of labor disputes, strikes, acts of God, floods,lightning, severe weather, shortages of materials, rationing, utility orcommunication failures, failure or delay in receiving electronic data,earthquakes, war, revolution, civil commotion, acts of public enemies, blockade,embargo or any law, or any other act or omission whatsoever, whether similar ordissimilar to those referred to in this clause, which is or are beyond thereasonable control of either party, each party shall provided notice to theother party identifying the cause of the prevention, restriction, delay orinterference and the such party shall be excused from performance to the extentof the prevention, restriction, delay or interference, so long as such party istaking reasonable action to accomplish such performance as promptly as possibleunder the circumstances.

Assignment.
  This Agreement and the license grantedhereunder may not be assigned, sublicensed, or otherwise transferred in whole orin part by Borrower without the prior written consent of Lender.

This Agreement is intended to take effect as a documentunder seal.
IN WITNESS WHEREOF, the parties hereto have executed thisAgreement as of the day and year first above written.
	IN WITNESS WHEREOF, the parties hereto have caused thisAgreement to be executed and delivered by their respective duly authorizedofficers as of the date first written above.

	

 
E-LOAN, INC.	
	
By:  /s/ Matt Roberts	/s/ JoeKennedy
	
Its:     CFO		/	President	  
	
GMAC BANK
	
By:____/s/________________________
	
Its: Senior VicePresident			
 
** 

EXHIBIT A*

Warehouse Bank E-Fund Customer Import File Form**
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Exhibits and schedules have been omitted in accordance with Item 601 ofRegulation S-K, and will be provided upon request.********