Exhibit 10.22

FIRST AMENDMENT TO 
WAREHOUSING CREDIT AND SECURITY AGREEMENT

FIRST AMENDMENT TO
WAREHOUSING CREDIT AND SECURITY AGREEMENT (this "Amendment")
dated as of , between , a   ("Borrower") and RESIDENTIAL
FUNDING CORPORATION, a Delaware corporation
("Lender").

A.	Borrower and Lender have entered into a revolving
mortgage warehousing facility with a present Warehousing Commitment Amount of $
75,000,000 which is evidenced by a Promissory Note dated March 7, 2003 (the
"Note"), and by a Warehousing Credit and Security Agreement
dated as of  (as the same may have been and may be amended or supplemented, the
"Agreement").

B.	Borrower has requested that Lender amend certain terms
of the Agreement, and Lender has agreed to such amendments, subject to the terms
and conditions of this Amendment.

NOW, THEREFORE, the parties to this Amendment agree as
follows:

1. 	Subject to Borrower's satisfaction of the conditions set
forth in Section 7, the effective date of this Amendment is July 30, 2003
("Effective Date").

2. 	Unless otherwise defined in this Amendment, all
capitalized terms have the meanings given to those terms in the Agreement.
Defined terms may be used in the singular or the plural, as the context
requires.  The words "include," "includes" and "including" are deemed to be
followed by the phrase "without limitation."  Unless the context in which it is
used otherwise clearly requires, the word "or" has the inclusive meaning
represented by the phrase "and/or."  References to Sections and Exhibits are to
Sections and Exhibits of this Amendment unless otherwise expressly provided.

3. 	Article 8 of the Agreement is amended and restated
in its entirety as set forth in Article 8 attached to this Amendment.
All references in the Agreement and other Loan Documents to Article 8
(including each and every Section in Article 8) are deemed to refer to
the new Article 8.

4. 	Article 12 of the Agreement is amended and
restated in its entirety as set forth in Article 12 attached to this
Amendment.  All references in the Agreement and other Loan Documents to
Article 12 (including each and every Section in Article 12) are
deemed to refer to the new Article 12.

5. 	Exhibit E to the Agreement is amended and restated
in its entirety as set forth in Exhibit E to this Amendment.  All
references in the Agreement and the other Loan Documents to Exhibit E are
deemed to refer to the new Exhibit E.

6. 	Borrower failed to comply with the "Current
Ratio" covenant in Section 8.10 of the Agreement during the months of April
2003 and May 2003, and expects to be out of compliance for the month of June
2003.  Such failure constituted and will constitute an Event of Default,
entitling Lender to cease making Warehousing Advances and accelerate all
indebtedness owing under the Agreement.  Borrower has requested Lender waive its
default rights with respect to such Events of Default, and Lender hereby agrees
to waive its default rights with respect to such Events of Default.  The
foregoing waiver applies only to the specific instances described herein.  It is
not a waiver of any subsequent breach of the same provision of the Agreement, or
of any breach of any other provisions of the Agreement.  Notwithstanding the
foregoing, Lender reserves all of the rights, powers and remedies presently
available to Lender under the Agreement and the Note, including the right to
cease making Warehousing Advance to Borrower and the right to accelerate any of
the indebtedness owing under the Agreement, if any other Default or Event of
Default occurs under the Agreement.

7. 	Borrower must deliver to Lender  two executed copies of
this Amendment, and  a $350 document production fee.

8. 	Borrower represents, warrants and agrees that  other than
as described in paragraph 6 above, there exists no Default or Event of Default
under the Loan Documents,  the Loan Documents continue to be the legal, valid
and binding agreements and obligations of Borrower, enforceable in accordance
with their terms, as modified by this Amendment,  Lender is not in default under
any of the Loan Documents and Borrower has no offset or defense to its
performance or obligations under any of the Loan Documents,  except for changes
permitted by the terms of the Agreement, Borrower's representations and
warranties contained in the Loan Documents are true, accurate and complete in
all respects as of the Effective Date and  there has been no material adverse
change in Borrower's financial condition from the date of the Agreement to the
Effective Date.

9. 	Except as expressly modified, the Agreement is unchanged
and remains in full force and effect, and Borrower ratifies and reaffirms all of
its obligations under the Agreement and the other Loan Documents.

10. 	This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, but all of which shall
together constitute but one and the same instrument.

IN WITNESS WHEREOF, Borrower and Lender have caused this
Amendment to be duly executed on their behalf by their duly authorized officers
as of the day and year above written.



E-LOAN, INC.,
a Delaware corporation

By:/s/  Matt Roberts
   	Its:CFO

RESIDENTIAL FUNDING CORPORATION, 
a Delaware corporation

By:/s/   Mitchell K. Nomura
   Its:Director



1. 

As long as the
Warehousing Commitment is outstanding or there remain any Obligations to be paid
or performed, Borrower must not, either directly or indirectly, without the
prior written consent of Lender:

8.1 	Contingent Liabilities

Assume, guarantee,
endorse or otherwise become contingently liable for the obligation of any Person
except by endorsement of negotiable instruments for deposit or collection in the
ordinary course of business, and except for obligations arising in connection
with the sale of Mortgage Loans with recourse in the ordinary course of
Borrower's business.

8.2 	Pledge of
Servicing Contracts

Pledge or grant a
security interest in any existing or future Servicing Contracts relating to
Pledged Loans or Pledged Securities other than to Lender, or omit to take any
action required to keep all of Borrower's Servicing Contracts in full force and
effect.

8.3 	Restrictions on Fundamental
Changes

8.3 (a) 	Consolidate, merge or enter into any analogous
reorganization or transaction with any Person.

8.3 (b) 	Materially amend or otherwise modify Borrower's articles
of incorporation or by-laws that could affect Borrower's Obligations under this
Agreement.

8.3 (c) 	Liquidate, wind up or dissolve (or
suffer any liquidation or dissolution).

8.3 (d) 	Cease actively to engage in the
business of originating or acquiring Mortgage Loans or make any other material
change in the nature or scope of the business in which Borrower engages as of
the date of this Agreement.

8.3 (e) 	Sell, assign, lease, convey,
transfer or otherwise dispose of (whether in one transaction or a series of
transactions) all or any substantial part of Borrower's business or assets,
whether now owned or acquired after the Closing Date, other than, in the
ordinary course of business and to the extent not otherwise prohibited by this
Agreement, sales of (1) Mortgage Loans, (2) Mortgage-backed Securities and
(3) Servicing Contracts.

8.3 (f) 	Acquire by purchase or in any other
transaction all or substantially all of the business or property of, or stock or
other ownership interests of, any Person.

8.3 (g) 	Permit any Subsidiary of Borrower
to do or take any of the foregoing actions.

8.4 	Subsidiaries

Form or acquire, or
permit any Subsidiary of Borrower to form or acquire, any Person that would
thereby become a Subsidiary.

8.5 	Deferral of Subordinated
Debt

Pay any Subordinated
Debt of Borrower in advance of its stated maturity or, after a Default or Event
of Default under this Agreement has occurred, make any payment of any kind on
any Subordinated Debt of Borrower until all of the Obligations have been paid
and performed in full and any applicable preference period has expired.

8.6 	Loss of Eligibility

Take any action that
would cause Borrower to lose all or any part of its status as an eligible
lender, seller/servicer or issuer as described under Section 9.1.

8.7 	Accounting Changes

Make, or permit any
Subsidiary of Borrower to make, any significant change in accounting treatment
or reporting practices, except as required by GAAP, or change its fiscal year or
the fiscal year of any Subsidiary of Borrower.

8.8 	Leverage Ratio

Permit Borrower's
Leverage Ratio at any time to exceed 10 to 1.

8.9 	Minimum Tangible Net Worth

Permit Borrower's
Tangible Net Worth at any time to be less than $40,000,000.

8.10 	Current Ratio

Permit Borrower's
Current Ratio at any time to be less than 1.0 to 1.

8.11 	Minimum Cash

Permit Borrower's Cash
and Cash Equivalents at any time to be less than $12,500,000.

8.12 	Profitability

Permit Borrower's net
income at the end of each fiscal quarter of Borrower to be less than zero.

8.13 	Distributions to Shareholders

For any fiscal year,
declare or pay any dividends or otherwise declare or make any distribution to
Borrower's shareholders (including any purchase or redemption of stock) if a
Default or Event of Default exists or would occur as a result of the dividend or
distribution.

8.14 	Transactions with
Affiliates

Directly or indirectly
(a) make any loan, advance, extension of credit or capital contribution to
any of Borrower's Affiliates, (b) sell, transfer, pledge or assign any of
its assets to or on behalf of those Affiliates, (c) merge or consolidate
with or purchase or acquire assets from those Affiliates, or (d) pay
management fees to or on behalf of those Affiliates; provided,
however, that Borrower may undertake such activities, other than merging
or consolidating with those Affiliates, (i) if they are directly related to its
auto loan financing business and (ii) with respect to those Affiliates that
issue Mortgage-backed Securities, in each case, as long as no Default or Event
of Default exists or would occur as a result, either directly or indirectly, of
such activities.



8.15 	Recourse Servicing Contracts

Acquire or enter into
Servicing Contracts under which Borrower must repurchase or indemnify the holder
of the Mortgage Loans as a result of defaults on the Mortgage Loans at any time
during the term of those Mortgage Loans.



End of Article 8

12.1 	Defined Terms

Capitalized terms
defined below or elsewhere in this Agreement have the following meanings or, as
applicable, the meanings given to those terms in Exhibits to this Agreement:

"Accrual Basis" has the meaning set forth in
Section 3.1(c).

"Advance Rate" means, with respect to any
Eligible Loan, the Advance Rate set forth in Exhibit H for that type
of Eligible Loan.

"Affiliate" means, when used with reference to any
Person, (a) each Person that, directly or indirectly, controls, is controlled by
or is under common control with, the Person referred to, (b) each Person
that beneficially owns or holds, directly or indirectly, 5% or more of any class
of voting Equity Interests of the Person referred to, (c) each Person, 5% or
more of the voting Equity Interests of which is beneficially owned or held,
directly or indirectly, by the Person referred to, and (d) each of such Person's
officers, directors, joint venturers and partners.  For these purposes, the term
"control" (including the terms "controlled by" and
"under common control with") means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of the Person in question.

"Agency Security" means a Mortgage-backed Security
issued or guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.

"Agreement" means this Warehousing Credit and Security
Agreement, either as originally executed or as it may be amended, restated,
renewed or replaced.

"Appraised Property Value" means with respect to an
interest in real property, the then current fair market value of the real
property and any improvements on it as of recent date determined in accordance
with Title XI of FIRREA by a qualified appraiser who is a member of the
American Institute of Real Estate Appraisers or other group of professional
appraisers.

"Approved Custodian" means a pool custodian or other
Person that Lender deems acceptable, in its sole discretion, to hold Mortgage
Loans for inclusion in a Mortgage Pool or to hold Mortgage Loans as agent for an
Investor that has issued a Purchase Commitment for those Mortgage Loans.

"Audited Statement Date" means the date of Borrower's
most recent audited financial statements (and, if applicable, Borrower's
Subsidiaries, on a consolidated basis) delivered to Lender under this Agreement.

"Bank One" means Bank One, National Association, or
any successor bank.

"Bank One Prime Rate" means, as of any date of
determination, the highest prime rate quoted by Bank One and most recently
published by Bloomberg L.P. If the prime rate for Bank One is not quoted or
published for any period, then during that period the term "Bank One Prime
Rate" means the highest prime rate published in the most recent edition of
The Wall Street Journal in its regular column entitled "Money
Rates."

"Borrower" has the meaning set forth in the first
paragraph of this Agreement.

"Business Day" means any day other than Saturday,
Sunday or any other day on which national banking associations are closed for
business.

"Buydown" has the meaning set forth in
Section 3.4.

"Calendar Quarter" means the 3 month period beginning
on each January 1, April 1, July 1 or October 1.

"Cash and Cash Equivalents" means, with respect to any
person at any date, the sum of the following unrestricted and unencumbered
assets of such person on such date: cash (not including restricted cash), funds
on deposit in any Bank located in the United States (not including the aggregate
amount payable under all checks or other documentary drafts issued by Borrower
and not yet presented for payment), investment grade commercial paper, money
market funds, and high grade marketable securities with a maturity of 270 days
or less, in all cases that qualify as "cash or cash equivalents" on a balance
sheet of such Person prepared in accordance with GAAP.

"Cash Collateral Account" means a demand deposit
account maintained at the Funding Bank in Lender's name and designated for
receipt of the proceeds of the sale or other disposition of Collateral.

"Check Disbursement Account" means a demand
deposit account maintained at the Funding Bank in Borrower's name and under the
control of Lender for clearing checks written by Borrower to fund Mortgage Loans
funded by Warehousing Advances.

"Closing Date" has the meaning set forth in the
Recitals to this Agreement.

"Collateral" has the meaning set forth in
Section 4.1.

"Collateral Documents" means, with respect to each
Mortgage Loan, (a) the Mortgage Note, the Mortgage and all other documents
including, if applicable, any Security Agreement, executed in connection with or
relating to the Mortgage Loan; (b) as applicable, the original lender's
ALTA Policy of Title Insurance or its equivalent, documents evidencing the FHA
Commitment to Insure, the VA Guaranty or private mortgage insurance, the
appraisal, the Regulation Z statement, the environmental assessment, the
engineering report, certificates of casualty or hazard insurance, credit
information on the maker of the Mortgage Note, the HUD-1 or corresponding
purchase advice; (c) any other document listed in Exhibit B;
and (d) any other document that is customarily desired for inspection or
transfer incidental to the purchase of any Mortgage Note by an Investor or that
is customarily executed by the seller of a Mortgage Note to an Investor.

"Committed Purchase Price" means for an Eligible Loan
(a) the dollar price as set forth in the Purchase Commitment or, if the
price is not expressed in dollars, the product of the Mortgage Note Amount
multiplied by the price (expressed as a percentage) as set forth in the Purchase
Commitment for the Eligible Loan, or (b) if the Eligible Loan is to be used
to back an Agency Security, the dollar price as set forth in a Purchase
Commitment or, if the price is not expressed in dollars the product of the
Mortgage Note Amount multiplied by the price (expressed as a percentage) as set
forth in the Purchase Commitment for the Agency Security.

"Compliance Certificate" means a certificate executed
on behalf of Borrower by its chief financial officer or its treasurer or by
another officer approved by Lender, substantially in the form of
Exhibit E.

"Credit Score" means a mortgagor's overall
consumer credit rating, represented by a single numeric credit score using the
Fair, Isaac consumer credit scoring system, provided by a credit repository
acceptable to Lender and the Investor that issued the Purchase Commitment
covering the related Mortgage Loan (if a Purchase Commitment is required by
Exhibit H).

"Current Assets" means a Person's (and, if
applicable, that Person's Subsidiaries, on a consolidated basis) assets that in
the regular course of business will be readily and quickly realized, or
converted into cash, all in accordance with GAAP, within 1 year. Current Assets
include (a) cash, (b) temporary investments, (c) Mortgage Loans and Mortgage-
backed Securities held for sale (net of any loan loss reserves), (d) accounts
and accrued interest receivable (net of allowance for doubtful accounts) and (e)
servicing advances made on behalf of mortgagors, but exclude (x) loans and
advances to or receivables due from shareholders, directors, officers, employees
or Affiliates, (y) all deferred assets, other than prepaid items for insurance,
taxes and rents and (z) any properties or assets located outside the continental
United States and Canada.

"Current Liabilities" means a Person's (and,
if applicable, that Person's Subsidiaries, on a consolidated basis) liabilities,
or any portion of a Person's liabilities, the maturity of which will not extend
beyond 1 year from the date of determination.

"Current Ratio" means the ratio of a
Person's Current Assets to Current Liabilities.

"Debt" means (a) all indebtedness or other
obligations of a Person (and, if applicable, that Person's Subsidiaries, on a
consolidated basis) that, in accordance with GAAP, would be included in
determining total liabilities as shown on the liabilities side of a balance
sheet of that Person on the date of determination, plus (b) all
indebtedness or other obligations of that Person (and, if applicable, that
Person's Subsidiaries, on a consolidated basis) for borrowed money or for the
deferred purchase price of property or services. For purposes of calculating a
Person's Debt, Subordinated Debt not due within 1 year of that date may be
excluded from that Person's indebtedness.

"Default" means the occurrence of any event or
existence of any condition that, but for the giving of Notice or the lapse of
time, would constitute an Event of Default.

"Default Rate" means, for any Warehousing Advance, the
Interest Rate applicable to that Warehousing Advance plus 4% per annum. If no
Interest Rate is applicable to a Warehousing Advance, "Default Rate" means, for
that Warehousing Advance, the highest Interest Rate then applicable to any
outstanding Warehousing Advance plus 4% per annum.

"Depository Benefit" means the compensation received
by Lender, directly or indirectly, as a result of Borrower's maintenance of
Eligible Balances with a Designated Bank.

"Designated Bank" means any bank designated by Lender
as a Designated Bank, but only for as long as Lender has an agreement under
which Lender receives Depository Benefits from that bank.

"Designated Bank Charges" means any fees, interest or
other charges that would otherwise be payable to a Designated Bank in connection
with Eligible Balances maintained at the Designated Bank, including deposit
insurance premiums, service charges and any other charges that may be imposed by
governmental authorities from time to time.

"Discontinued Loan" has the meaning set
forth in the GMAC-RFC Client Guide.

"Earnings Allowance" has the meaning set forth in
Section 3.1(b).

"Earnings Credit" has the meaning set forth in
Section 3.1(b).

"Electronic Advance Request" means an
electronic transmission through RFConnects Delivery containing the same
information as Exhibit A to this Agreement.

"Electronic Tracking Agreement" means an
Electronic Tracking Agreement, on the form prescribed by Lender, among Borrower,
Lender, MERS and MERCORP, Inc.

"Eligible Balances" means all funds of or maintained
by Borrower (and, if applicable, Borrower's Subsidiaries) in demand deposit or
time deposit accounts at a Designated Bank, minus balances to support float,
reserve requirements and any other reductions that may be imposed by
governmental authorities from time to time.

"Eligible Loan" means a Single Family Mortgage Loan
that satisfies the conditions and requirements set forth in Exhibit
H.

"Eligible Mortgage Pool" means a Mortgage Pool for
which (a) an Approved Custodian has issued its initial certification,
(b) there exists a Purchase Commitment covering the Agency Security to be
issued on the basis of that certification and (c) the Agency Security will
be delivered to Lender.

"Equity Interests" means all shares, interests,
participations or other equivalents, however, designated, of or in a Person
(other than a natural person), whether or not voting, including common stock,
membership interests, warrants, preferred stock, convertible debentures and all
agreements, instruments and documents convertible, in whole or in part, into any
one or more of the foregoing.

"ERISA" means the Employee Retirement Income Security
Act of 1974 and all rules and regulations promulgated under that statute, as
amended, and any successor statute, rules, and regulations.

"ERISA Affiliate" means any trade or business (whether
or not incorporated) that is a member of a group of which Borrower is a member
and that is treated as a single employer under Section 414 of the Internal
Revenue Code.

"Event of Default" means any of the conditions or
events set forth in Section 10.1.

"Excess Buydown" has the meaning set forth
in Section 3.4.

"Exchange Act" means the Securities Exchange Act of
1934 and all rules and regulations promulgated under that statute, as amended,
and any successor statute, rules, and regulations.

"Fair Market Value" means, at
any time for an Eligible Loan or a related Agency Security (if the Eligible Loan
is to be used to back an Agency Security) as of any date of determination,
(a) the Committed Purchase Price if the Eligible Loan is covered by a
Purchase Commitment from Fannie Mae or Freddie Mac or the Eligible Loan is to be
exchanged for an Agency Security and that Agency Security is covered by a
Purchase Commitment from an Investor, or (b) otherwise, the market price
for such Eligible Loan or Agency Security, determined by Lender based on market
data for similar Mortgage Loans  or Agency Securities and such other criteria as
Lender deems appropriate in its sole discretion.

"Fannie Mae" means Fannie Mae, a corporation created
under the laws of the United States, and any successor corporation or other
entity.

"FHA" means the Federal Housing Administration and any
successor agency or other entity.

"FICA" means the Federal Insurance Contributions Act
and all rules and regulations promulgated under that statute, as amended, and
any successor statute, rules and regulations.

"FIRREA" means the Financial Institutions Reform,
Recovery and Enforcement Act of 1989 and all rules and regulations promulgated
under that statute, as amended, and any successor statute, rules, and
regulations.

"First Mortgage" means a Mortgage that constitutes a
first Lien on the real property and improvements described in or covered by that
Mortgage.

"First Mortgage Loan" means a Mortgage Loan secured by
a First Mortgage.

"Freddie Mac" means Freddie Mac, a corporation created
under the laws of the United States, and any successor corporation or other
entity.

"Funding Bank" means Bank One or any other bank
designated by Lender as a Funding Bank.

"Funding Bank Agreement" means a letter agreement on
the form prescribed by Lender between the Funding Bank and Borrower authorizing
Lender's access to the Operating Account and the Check Disbursement Account.

"GAAP" means generally accepted accounting principles
set forth in opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and in statements and
pronouncements of the Financial Accounting Standards Board, or in opinions,
statements or pronouncements of any other entity approved by a significant
segment of the accounting profession, which are applicable to the circumstances
as of the date of determination.

"Ginnie Mae" means the Government National Mortgage
Association, an agency of the United States government, and any successor agency
or other entity.

"GMAC-RFC Client Guide" means the applicable
loan purchase guide issued by Lender, as the same may be amended or
replaced.

"Government Mortgage Loan" means a closed-
end First Mortgage Loan that is either HUD/FHA insured (other than a HUD 203(K)
Mortgage Loan or a Title I Mortgage Loan) or VA guaranteed.

"Hedging Arrangements" means, with respect to any
Person, any agreements or other arrangements (including interest rate swap
agreements, interest rate cap agreements and forward sale agreements) entered
into to protect that Person against changes in interest rates or the market
value of assets.

"High LTV Mortgage Loan" has the meaning set
forth in Exhibit H.

"HUD" means the Department of Housing and Urban
Development, and any successor agency or other entity.

"HUD 203(K) Mortgage Loan" means an FHA-insured
closed-end First Mortgage Loan to an individual obligor the proceeds of which
will be used for the purpose of rehabilitating and repairing the related single
family property, and which satisfies the definition of "rehabilitation
loan" in 24 C.F.R. 203.50(a)

"Indemnified Liabilities" has the meaning set forth in
Section 11.2.

"Indemnitees" has the meaning set forth in
Section 11.2.

"Interest Rate" means, for any Warehousing Advance,
the floating rate of interest specified for that Warehousing Advance in
Exhibit H.

"Interim Statement Date" means the date of the most
recent unaudited financial statements of Borrower (and, if applicable,
Borrower's Subsidiaries, on a consolidated basis) delivered to Lender under this
Agreement.

"Internal Revenue Code" means the Internal Revenue
Code of 1986, Title 26 of the United States Code, and all rules,
regulations and interpretations issued under those statutory provisions, as
amended, and any subsequent or successor federal income tax law or laws, rules,
regulations and interpretations.

"Investment Company Act" means the Investment Company
Act of 1940 and all rules and regulations promulgated under that statute, as
amended, and any successor statute, rules, and regulations.

"Investor" means Fannie Mae, Freddie Mac or a
financially responsible private institution that Lender deems acceptable, in its
sole discretion, to issue Purchase Commitments with respect to a particular
category of Eligible Loans.

"Lender" has the meaning set forth in the first
paragraph of this Agreement.

"Leverage Ratio" means the ratio of a
Person's Debt to Tangible Net Worth. For purposes of calculating a Person's
Leverage Ratio, Debt arising under Hedging Arrangements, to the extent of assets
arising under those Hedging Arrangements, may be excluded from that Person's
Debt.

"LIBOR" means, for each week, the rate of
interest per annum that is equal to the arithmetic mean of the U.S. Dollar
London Interbank Offered Rates for 1 month periods of certain U.S. banks as of
11:00 a.m. (London time) on the first Business Day of each week on which the
London Interbank market is open, as published by Bloomberg L.P. If those
interest rates are not offered or published for any period, then during that
period LIBOR means the London Interbank Offered Rate for 1 month periods as
published in The Wall Street Journal in its regular column entitled "Money
Rates" on the first Business Day of each week on which the London Interbank
market is open.

"Lien" means any lien, mortgage, deed of trust,
pledge, security interest, charge or encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the nature of
such an agreement and any agreement to give any security interest).

"Loan Documents" means this Agreement, the Warehousing
Note, any agreement of Borrower relating to Subordinated Debt, and each other
document, instrument or agreement executed by Borrower in connection with any of
those documents, instruments and agreements, as originally executed or as any of
the same may be amended, restated, renewed or replaced.

"Loan Package Fee " has the meaning set forth in
Section 3.5.

"Loan-to-Value Ratio" means, for any Mortgage Loan,
the ratio of (a) the maximum amount that may be borrowed under the Mortgage
Loan (whether or not borrowed) at the time of origination, plus the Mortgage
Note Amounts of all other Mortgage Loans secured by senior or pari passu Liens
on the related property, to (b) the Appraised Property Value of the related
property.

"Manufactured Home" means a structure that
is built on a permanent chassis (steel frame) with the wheel assembly necessary
for transportation in one or more sections to a permanent site or semi-permanent
site.

"Margin Stock" has the meaning assigned to that term
in Regulation U of the Board of Governors of the Federal Reserve System, as
amended.

"MERS" means Mortgage Electronic
Registrations Systems, Inc. and any successor entity.

"Miscellaneous Fees and Charges" means the
miscellaneous fees set forth on Lender's fee schedule attached as Exhibit
I and all miscellaneous disbursements, charges and expenses incurred by or
on behalf of Lender for the handling and administration of Warehousing Advances
and Collateral, including costs for Uniform Commercial Code, tax lien and
judgment searches conducted by Lender, filing fees, charges for wire transfers
and check processing charges, charges for security delivery fees, charges for
overnight delivery of Collateral to Investors, recording fees, Funding Bank
service fees and overdraft charges and Designated Bank Charges.  Upon not less
than 3 Business Days' prior Notice to Borrower, Lender may modify Exhibit
I and the fees set forth in it to conform to current Lender practices and,
as so modified, the revised Exhibit I will become part of this Agreement.

"Mortgage" means a mortgage or deed of trust on real
property that is improved and substantially completed (including real property
to which a Manufactured Home has been affixed in a manner such that the Lien of
a mortgage or deed of trust would attach to the Manufactured Home under
applicable real property law).

"Mortgage-backed Securities" means securities that are
secured or otherwise backed by Mortgage Loans.

"Mortgage Loan" means any loan evidenced by a Mortgage
Note and secured by a Mortgage and, if applicable, a Security Agreement.

"Mortgage Note" means a promissory note secured by one
or more Mortgages and, if applicable, one or more Security Agreements.

"Mortgage Note Amount" means, as of any date of
determination, the then outstanding and unpaid principal amount of a Mortgage
Note (whether or not an additional amount is available to be drawn under that
Mortgage Note).

"Mortgage Pool" means a pool of one or more Pledged
Loans on the basis of which a Mortgage-backed Security is to be issued.

"Multiemployer Plan" means a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA, to which either Borrower or any
ERISA Affiliate of Borrower has any obligation with respect to its
employees.

"Non-Usage Fee" has the meaning set forth in
Section 3.5.

"Notices" has the meaning set forth in Section
11.1.

"Obligations" means all indebtedness, obligations and
liabilities of Borrower to Lender and Lender's Subsidiaries (whether now
existing or arising after the date of this Agreement, voluntary or involuntary,
joint or several, direct or indirect, absolute or contingent, liquidated or
unliquidated, or decreased or extinguished and later increased and however
created or incurred), including Borrower's obligations and liabilities to Lender
under the Loan Documents and disbursements made by Lender for Borrower's
account.

"Operating Account" means a demand deposit account
maintained at the Funding Bank in Borrower's name and designated for funding
that portion of each Eligible Loan not funded by a Warehousing Advance made
against that Eligible Loan and for returning any excess payment from an Investor
for a Pledged Loan or Pledged Security.

"Overdraft Advance" has the meaning set forth in
Section 3.7.

"Participant" has the meaning set forth in
Section 11.8.

"Person" means and includes natural persons,
corporations, limited liability companies, limited liability partnerships,
limited partnerships, general partnerships, joint stock companies, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and
governments and agencies and political subdivisions of those governments.

"Plan" means each employee benefit plan (whether in
existence on the date of this Agreement or established after that date), as that
term is defined in Section 3 of ERISA, maintained for the benefit of
directors, officers or employees of Borrower or any ERISA Affiliate.

"Pledged Assets" means, collectively, Pledged Loans
and Pledged Securities.

"Pledged Hedging Accounts" has the meaning set forth
in Section 4.1(g).

"Pledged Hedging Arrangements" has the meaning set
forth in Section 4.1(g).

"Pledged Loans" has the meaning set forth in
Section 4.1(b).

"Pledged Securities" has the meaning set forth in
Section 4.1(c).

"Prime Mortgage Loan" has the meaning set
forth in Exhibit H.

"Prohibited Transaction" has the meanings set forth
for such term in Section 4975 of the Internal Revenue Code and Section 406 of
ERISA.

"Purchase Commitment" means a written commitment, in
form and substance satisfactory to Lender, issued in favor of Borrower by an
Investor under which that Investor commits to purchase Mortgage Loans or
Mortgage-backed Securities.

"Rating Agency" means any nationally recognized
statistical rating organization that in the ordinary course of its business
rates Mortgage-backed Securities..

"Release Amount" has the meaning set forth in
Section 4.3(f).

"Restriction List" and "Restriction Lists"
means each and every list of Persons to whom the Government of the United States
prohibits or otherwise restricts the provision of financial services.  For the
purposes of this Agreement, Restriction Lists include the list of Specifically
Designated Nationals and Blocked Persons established pursuant to Executive Order
13224 (September 23, 2001) and maintained by the Office of Foreign Assets
Control, U.S. Department of the Treasury, current as of the day the Restriction
List is used for purposes of comparison in accordance with the requirements of
this Agreement.

"RFC Mortgage Loan" means a Mortgage Loan
covered by a Purchase Commitment issued by Lender.

"RFConnects Delivery" means Lender's
proprietary service to support the electronic exchange of information between
Lender and Borrower, including Warehousing Advance Requests, shipping requests,
payoff requests, wire transfer instructions, security delivery instructions,
activity reports and exception reports.

"RFConnects Pledge Agreement" means an
agreement (on the then current form prescribed by Lender) granting Lender a
security interest in Mortgage Loans for which Borrower has requested Warehousing
Advances using RFConnects Delivery.

"RFC Forward Commitment" means any present
or future forward commitment or other agreement between Lender (or an Affiliate
of Lender) and Borrower relating to the purchase and sale of single family
Mortgage Loans.

"RFC Mortgage Loan" means a Mortgage Loan covered by a
Purchase Commitment issued by Lender.

"Second Mortgage" means a Mortgage that constitutes a
second Lien on the real property and improvements described in or covered by
that Mortgage.

"Second Mortgage Loan" means a Mortgage Loan secured
by a Second Mortgage.

"Security Agreement" means a security agreement or
other agreement that creates a Lien on personal property, including furniture,
fixtures and equipment, to secure repayment of a Mortgage Loan.

"Servicing Contract" means, with respect to any
Person, the arrangement, whether or not in writing, under which that Person has
the right to service Mortgage Loans.

"Servicing Portfolio" means, as to any Person, the
unpaid principal balance of Mortgage Loans serviced by that Person under
Servicing Contracts, minus the principal balance of all Mortgage Loans that are
serviced by that Person for others under subservicing arrangements.

"Single Family Mortgage Loan" means a
Mortgage Loan secured by a Mortgage on improved real property on which is
located a 1-to-4 family residence.

"Statement Date" means the Audited Statement Date or
the Interim Statement Date, as applicable.

"Sublimit" means the aggregate amount of Warehousing
Advances (expressed as a dollar amount or as a percentage of the Warehousing
Commitment Amount) that is permitted to be outstanding at any one time against a
specific type of Eligible Loan.

"Subordinated Debt" means (a) all indebtedness of
Borrower for borrowed money that is effectively subordinated in right of payment
to all present and future Obligations either (1) under a Subordination of
Debt Agreement on the form prescribed by Lender or (2) otherwise on terms
acceptable to Lender, and (b) solely for purposes of Section 8.5, all
indebtedness of Borrower that is required to be subordinated by Sections 5.1 (b)
and 7.11.

"Subprime Mortgage Loan" has the meaning set
forth in Exhibit H.

"Subsidiary" means any corporation, partnership,
association or other business entity in which more than 50% of the shares of
stock or other ownership interests having voting power for the election of
directors, managers, trustees or other Persons performing similar functions is
at the time owned or controlled by any Person either directly or indirectly
through one or more Subsidiaries of that Person.

"Tangible Net Worth" means the excess of a Person's
(and, if applicable, that Person's Subsidiaries, on a consolidated basis) total
assets over total liabilities as of the date of determination, each determined
in accordance with GAAP applied in a manner consistent with the financial
statements referred to in Section 5.1 (a)(6), plus that portion of
Subordinated Debt not due within 1 year of that date. For purposes of
calculating a Person's Tangible Net Worth, advances or loans to shareholders,
directors, officers, employees or Affiliates, investments in Affiliates, assets
pledged to secure any liabilities not included in the Debt of that Person,
intangible assets, those other assets that would be deemed by HUD to be non-
acceptable in calculating adjusted net worth in accordance with its requirements
in effect as of that date, as those requirements appear in the "Consolidated
Audit Guide for Audits of HUD Programs," and other assets Lender deems
unacceptable, in its sole discretion, must be excluded from that Person's total
assets.

"Third Party Originated Loan" means a Mortgage Loan
originated and funded by a third party (other than with funds provided by
Borrower at closing to purchase the Mortgage Loan) and subsequently purchased by
Borrower.

"Title I Mortgage Loan" means an FHA co-insured
closed-end First Mortgage Loan or Second Mortgage Loan that is underwritten in
accordance with HUD underwriting standards for the Title I Property Improvement
Program set forth in, and that is reported for insurance under, the Mortgage
Insurance Program authorized and administered under Title I of the National
Housing Act of 1934, as amended, and the regulations related to that statute

"Trust Receipt" means a trust receipt in a form
approved by and under which Lender may deliver any document relating to the
Collateral to Borrower for correction or completion.

"Unused Portion" has the meaning set forth
in Section 3.5.

"Used Portion" has the meaning set forth in
Section 3.5.

"Warehouse Period" means, for any Eligible
Loan, the maximum number of days a Warehousing Advance against that type of
Eligible Loan may remain outstanding as set forth in Exhibit H.

"Warehousing Advance" means a disbursement by Lender
under Section 1.1.

"Warehousing Advance Request" has the meaning set
forth in Section 2.1.

"Warehousing Collateral Value" means, as of any date
of determination, (a) with respect to any Eligible Loan, the lesser of
(1) the amount of any Warehousing Advance made, or that could be made,
against such Eligible Loan  under Exhibit H or (2) an amount equal
to the Advance Rate for the applicable type of Eligible Loan  multiplied by the
Fair Market Value of such Eligible Loan; (b) if Eligible Loans have been
exchanged for Agency Securities, the lesser of (1) the amount of any
Warehousing Advances outstanding against the Eligible Loans backing the Agency
Securities or (2) an amount equal to the Advance Rates for the applicable
types of Eligible Loans backing the Agency Securities multiplied by the Fair
Market Value of the Agency Securities; and (c) with respect to cash, the
amount of the cash.

"Warehousing Commitment" means the obligation of
Lender to make Warehousing Advances to Borrower under Section 1.1.

"Warehousing Commitment Amount" means .

"Warehousing Fee" has the meaning set forth
in Section 3.5.

"Warehousing Maturity Date" has the meaning set forth
in Section 1.2.

"Warehousing Note" has the meaning set forth in
Section 1.3.

"Weighted Average Committed Purchase Price"
means the weighted average of the Committed Purchase Prices of the unfilled
Purchase Commitments (expressed as a percentage) for Mortgage Loans or Mortgage-
backed Securities of the same type, interest rate and term.

"Wet/Received Period" means the period of
time from the date a Warehousing Advance is made against a Pledged Loan until
the earlier of (a) the date the Pledged Loan is shipped by Lender to (i) an
Investor for purchase under a Purchase Commitment, (ii) a custodian for the
Investor, or (iii) a pool custodian for inclusion in a Mortgage Pool; or (b) the
date the Warehousing Advance against such Pledged Loan is paid in full.

"Wet Settlement Advance" means with respect
to any Warehousing Advance, the time from the date the Warehousing Advance is
made until the date of Lender's receipt of the Collateral Documents required by
Article 2 and the Exhibits and documents referenced in that Article.

"Wire Disbursement Account" means a demand deposit
account maintained at the Funding Bank in Lender's name for clearing wire
transfers requested by Borrower to fund Warehousing Advances.

"Wire Fee" has the meaning set forth in
Section 3.5.

12.2 	Other Definitional Provisions;
Terms of Construction

12.2 (a) 	Accounting terms not otherwise defined in this Agreement
have the meanings given to those terms under GAAP.

12.2 (b) 	Defined terms may be used in the
singular or the plural, as the context requires.

12.2 (c) 	All references to time of day mean
the then applicable time in Chicago, Illinois, unless otherwise expressly
provided.

12.2 (d) 	References to Sections, Exhibits,
Schedules and like references are to Sections, Exhibits, Schedules and the like
of this Agreement unless otherwise expressly provided.

12.2 (e) 	The words "include," "includes"
and "including" are deemed to be followed by the phrase "without
limitation."

12.2 (f)	Unless the context in which it is
used otherwise clearly requires, the word "or" has the inclusive meaning
represented by the phrase "and/or."

12.2 (g) 	All incorporations by reference of
provisions from other agreements are incorporated as if such provisions were
fully set forth into this Agreement, and include all necessary definitions and
related provisions from those other agreements. All provisions from other
agreements incorporated into this Agreement by reference survive any termination
of those other agreements until the Obligations of Borrower under this Agreement
and the Warehousing Note are irrevocably paid in full and the Warehousing
Commitment is terminated.

12.2 (h) 	All references to the Uniform
Commercial Code shall be deemed to be references to the Uniform Commercial Code
in effect on the date of this Agreement in the applicable jurisdiction.

12.2 (i) 	Unless the context in which it is
used otherwise clearly requires, all references to days, weeks and months mean
calendar days, weeks and months.



End of Article 8

---

EXHIBIT E

COMPLIANCE CERTIFICATE

This Compliance
Certificate is submitted to the Lender pursuant to Section 7.2(c) of the
Warehousing Creditand Security Agreement between  ("Borrower") and
RESIDENTIAL FUNDING CORPORATION ("Lender"), dated as of March 7, 2003 (as
amended, restated, renewed or replaced, "Agreement").  Capitalized terms and
Section numbers used in this Compliance Certificate without further definition
refer to those terms and Sections set forth in the Agreement.

The undersigned hereby certifies to Lender that as of the
close of business on , ("Statement Date") and
with respect to Borrower (and, if applicable, Borrower's Subsidiaries on a
consolidated basis):

As demonstrated by the attached calculations supporting
this Compliance Certificate, Borrower satisfied the covenants set forth in
Sections 8.8, 8.9, 8.10, 8.11, 8.12, 8.13 and 8.14or, if Borrower did
not satisfy any of those covenants, a detailed explanation is attached setting
forth the nature and the period of existence of any Default or Event of Default
and the action Borrower has taken, is taking or proposes to take with respect to
that Default or Event of Default.

Borrower has nottransferred (by sale or
otherwise), pledged or granted a security interest in any Servicing Contracts,
except as permitted under the terms of the Agreement.

Borrower has not made any payments in advance of the
scheduled maturity date on any Subordinated Debt, and Borrower has not incurred
any additional Debt that must be subordinated under the terms of Section
7.11.

Borrower was in full compliance with all applicable
Investor net worth requirements, and in good standing with each Investor.

I have reviewed the terms of the Agreement and have made,
or caused to be made under my supervision, a review in reasonable detail of the
transactions and conditions of Borrower (and, if applicable, Borrower's
Subsidiaries).  That review has not disclosed, and I have no other knowledge of
the existence of, any Default or Event of Default, or if any Default or Event of
Default existed or exists, a detailed explanation is attached setting forth the
nature and the period of existence of the Default or Event of Default and the
action Borrower has taken, is taking or proposes to take with respect that
Default or Event of Default.



Pursuant to Section 7.2 of the Agreement, enclosed are
the financial statements of Borrower as of the Statement Date.  The financial
statements for the period ending on the Statement Date fairly present the
financial condition and results of operations of Borrower (and, if applicable,
Borrower's Subsidiaries on consolidated basis) as of the Statement Date.

Dated:	__________________________





|,
a  | 
|---- | 
|By:  | 
|     | 
|Its: | 



CALCULATIONS SUPPORTING
COMPLIANCE CERTIFICATE

Borrower Name:

(and, if applicable, its Subsidiaries)

Statement Date:	_______________________________

All financial calculations set forth in this Compliance
Certificate are as of the Statement Date.

TANGIBLE NET WORTH

Net Worth of  Borrower is:



| | Excess of total assets over total
liabilities:                                                                                | $
| | ----------------------------------------------------------------------------------------------------------------------------- | -
| | Plus:	Subordinated Debt (or any portion of that
Subordinated Debt) due (must be more than one year after the Statement
Date): | $
| | Minus:	Advances or loans to shareholders,
directors, officers, employees or Affiliates:                                       | $
| | Minus:	Investments in Affiliates:                                                                                             | $
| | Minus:	Assets pledged to secure liabilities not
included in Debt:                                                             | $
| | Minus:	Intangible assets:                                                                                                     | $
| | Minus:	Other assets that HUD deems non-
acceptable:                                                                           | $
| | Minus:	Other assets that Lender deems
unacceptable:                                                                           | $
| | TANGIBLE NET WORTH                                                                                                            | $

Requirements of Section 8.9of the Agreement:

BORROWER'S TANGIBLE NET WORTH MUST BE AT LEAST
$40,000,000.

Covenant Satisfied:	_____	Covenant Not
Satisfied:	______





DEBT OF BORROWER



|Borrower's total liabilities calculated in
accordance with GAAP, plus all indebtedness or other obligations for
borrowed money or for the deferred purchase price of property or services: | $                                                                                                                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                           | Minus:	Subordinated Debt (or any portion of that
Subordinated Debt) due (must be more than one year after the Statement
Date):
|                                                                                                                                                                                           | DEBT (Total):                                                                                                                 
|                                                                                                                                                                                           | Minus:	Debt arising under Hedging Arrange-ments
(to the extent of assets arising under those Hedging Arrangements):           
|                                                                                                                                                                                           | DEBT (adjusted for Hedging Arrangements):                                                                                     

LEVERAGE RATIO



|The ratio of Debt to Tangible Net Worth is
(2.C. to 1.A.): | ______ ___to 1
|---------------------------------------------------------- | --------------

Requirements of Section 8.8 of
the Agreement:

BORROWER'S leverage ratio MUST not exceed .

Covenant Satisfied:	____	Covenant Not
Satisfied:	____



CURRENT RATIO:

Current Assets:



| | Plus:	Cash:                                                                                        | $
| | -------------------------------------------------------------------------------------------------- | -
| | Plus:	Plus:	Temporary
investments:                                                                 | $
| | Plus:	Mortgage Loans and Mortgage-backed
Securities held for sale (net of any loan loss reserves): | $
| | Plus:	Accounts and accrued interest receivable
(net of any allowance for doubtful accounts):       | $
| | Plus: 	Servicing advances made on behalf of
mortgagors                                             | $
| | Minus:	Loans/advances to or receivables from
employees, officers or owners and Affiliates:         | $
| | Minus:	Deferred assets, other than prepaid items
for insurance, taxes and rent:                    | $
| | Minus:	Properties or assets located outside the
continental United States and Canada:              | $
| | Total Current Assets:                                                                              | $

Current Liabilities
(liabilities or any portion maturing

within 1 year):



|                                                    | Warehouse notes
payable:                       | $
|--------------------------------------------------- | ---------------------------------------------- | -
|                                                    | Plus:	  Other notes
payable:                   | $
|                                                    | Plus:	  Repurchase
agreements:                 | $
|                                                    | Plus:	  Accounts payable and
accrued expenses: | $
|                                                    | Total Current
Liabilities:                     | $
|The ratio of Current Assets to Current
Liabilities: | ______ ____to 1                               

Requirements of Section 8.10
of the Agreement:

BORROWER'S RATIO OF CURRENT ASSETS TO CURRENT LIABILITIES
MUST NOT BE LESS THAN 1.0 TO 1.

Covenant Satisfied:	____	Covenant Not
Satisfied:	____



MINIMUM CASH



|A. | Cash and Cash Equivalents:                                                                                                           |  
|-- | ------------------------------------------------------------------------------------------------------------------------------------ | -
|   | Funds on deposit in any United States bank
(excluding the aggregate amount payable under all documentary drafts issued by
Borrower): | $
|   | Investment grade commercial paper:                                                                                                   | $
|   | Money market funds:                                                                                                                  | $
|   | Marketable securities:                                                                                                               | $
|B. | CASH AND CASH EQUIVALENTS:                                                                                                           | $

C.	Requirements of Section 8.11
the Agreement:

PERMIT CASH AND CASH EQUIVALENTS AT ANY TIME TO BE LESS
THAN $12,500,000.

D.	Covenant Satisfied:	____	Covenant Not
Satisfied:



|A.  Net income for fiscal quarter
ending March 31:      | $
|------------------------------------------------------- | -
|B.  Net income for fiscal quarter
ending June 30:       | $
|C.  Net income for fiscal quarter
ending: September 30: | $
|D.  Net income for fiscal quarter
ending December 31:   | $

1. Requirements of Section 8.12 of
the Agreement:

PERMIT borrower's net income at the end of each fiscal
quarter to be less than zero.

F.	Covenant Satisfied:	____	Covenant Not
Satisfied:



DISTRIBUTIONS TO SHAREHOLDERS



|A.	Dividends or other
distributions to shareholders declared or paid by Borrower during the current
fiscal year (including any redemption of stock) were: | $_____________
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------

B.	Requirements of Section
8.13 of the Agreement:

No distributions shall be declared or paid.

TRANSACTIONS WITH AFFILIATES



| | Loans, advances, and extensions of credit by
Borrower to its Affiliates during the current fiscal year:                           | $
| | --------------------------------------------------------------------------------------------------------------------------------- | -
| | Minus:	Capital contributions made by Borrower to
its Affiliates during the current fiscal year:                                   | $
| | Plus:   TrTransfers, sales, pledges, assignments or
other dispositions of assets made by Borrower or on behalf of its
Affiliates: | $
| | Management fees paid by Borrower to Affiliates
during the current fiscal year:                                                    | $



Requirements of Section 8.14  of the Agreement:

1.	BORROWER MAY NOT MAKE ANY LOANS, ADVANCES, EXTENSIONS
OF CREDIT OR CAPITAL CONTRIBUTIONS TO ITS AFFILIATES.

Covenant Satisfied:	____	Covenant Not
Satisfied:	____

1. BORROWER MAY NOT TRANSFER, SELL, PLEDGE, ASSIGN OR
MAKE ANY OTHER DISPOSITION OF ASSETS TO OR ON BEHALF OF ITS AFFILIATES.
2. BORROWER MAY NOT MERGE OR CONSOLIDATE WITH, OR
PURCHASE OR ACQUIRE ANY ASSETS FROM, ITS AFFILIATES.
3. BORROWER MAY NOT PAY ANY management fees to its
affiliates.

Covenant Satisfied:	____	Covenant Not
Satisfied:	____



LOAN PRODUCTION VOLUME





|Loan Type               | Number of Mortgage Loans | Aggregate Mortgage Note
Amount
|----------------------- | ------------------------ | ------------------------------
|Prime Mortgage Loans    |                          |                               
|Subprime Mortgage Loans |                          |                               
|High LTV Mortgage Loans |                          |                               

---