Exhibit 10.17

SIXTH MODIFICATION AGREEMENT

THIS SIXTH MODIFICATION AGREEMENT (the "Agreement") ismade as of the 30th 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 granting theLender 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 CreditAgreement
.  The Warehouse Credit Agreement is hereby amended asfollows:

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 $15,000,000 (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 $15,000,000."

Section 10 is hereby added to theWarehouse Credit Agreement and shall read in full as follows:

"10.  Remedies
10.01	Upon the occurrence of any Event of Default, whetheror not specifically described in Section 9, the Commitment shall be terminatedand all Obligations of the Borrower shall automatically become due and payablewith all accrued and unpaid interest thereon, without presentment for payment,demand, notice of non-payment, protest, notice of protest, notice of intent toaccelerate, notice of acceleration, maturity, or any other notices orrequirements of any kind of Lender to the Borrower or any other Person liablethereon or with respect thereto, all of which are hereby expressly waived by theBorrower and the obligation of the Lender to make any Advances shall thereuponterminate.
10.02	Upon the occurrence of any Event of Default, theLender may also do any of the following:
(a)	Foreclose upon or otherwise enforce its securityinterest in and Lien on the Collateral to secure all payments and performance ofObligations of the Borrower in any manner permitted by law or provided forhereunder.
(b)	Notify all obligors in respect of the Collateral thatthe Collateral has been assigned to the Lender and that all payments thereon areto be made directly to the Lender or such other party as may be designated bythe Lender; settle, compromise, or release, in whole or in part, any amountsowing on the Collateral, any such obligor or any Investor or any portion of theCollateral, on terms acceptable to the Lender; enforce payment and prosecute anyaction or proceeding with respect to any and all Collateral; and where any suchCollateral is in default, foreclose on and enforce security interests in, suchCollateral by any available judicial procedure or without judicial process andsell property acquired as a result of any such foreclosure.
(c)	Act, or contract with a third party to act, asservicer or subservicer of each item of Collateral requiring servicing andperform all obligations required in connection with Purchase Commitments, suchthird party's fees to be paid by the Borrower.
(d)	Require the Borrower to assemble the Collateral and/orbooks and records relating thereto and make such available to the Lender at aplace to be designated by the Lender.
(e)	Enter onto property where any Collateral or books andrecords relating thereto are located and take possession thereof with or withoutjudicial process.
(f)	Prior to the disposition of the Collateral, prepare itfor disposition in any manner and to the extent the Lender deemsappropriate.
(g)	Exercise all rights and remedies of a secured creditorunder the Uniform Commercial Code of Delaware or other applicable law,including, but not limited to, selling or otherwise disposing of the Collateral,or any part thereof, at one or more public or private sales, whether or not suchCollateral is present at the place of sale, for cash or credit or futuredelivery, on such terms and in such manner as the Lender may determine. Ifnotice is required under such applicable law, the Lender will give the Borrowernot less than ten (10) days' notice of any such public sale or of the date afterwhich private sale may be held. The Borrower agrees that ten (10) days' noticeshall be reasonable notice. The Lender may, without notice or publication,adjourn any public or private sale or cause the same to be adjourned from timeto time by announcement at the time and place fixed for the sale, and such salemay be made at any time or place to which the same may be so adjourned.  In caseof any sale of all or any part of the Collateral on credit or for futuredelivery, the Collateral so sold may be retained by the Lender until the sellingprice is paid by the purchaser thereof, but the Lender shall not incur anyliability in case of the failure of such purchaser to take up and pay for theCollateral so sold and, in case of any such failure, such Collateral may againbe sold upon like notice.  The Lender may, however, instead of exercising thepower of sale herein conferred upon it, proceed by a suit or suits at law or inequity to collect all amounts due upon the Collateral or to foreclose the pledgeand sell the Collateral or any portion thereof under a judgment or decree of acourt or courts of competent jurisdiction, or both.
(h)	Proceed against the Borrower on the Note.
(i)	Proceed against the Guarantors or any one or more ofthem.
10.03	The Lender shall incur no liability as a result ofthe sale or other disposition of the Collateral, or any part thereof, at anypublic or private sale or disposition. The Borrower hereby waives (to the extentpermitted by law) any claims it may have against the Lender arising by reason ofthe fact that the price at which the Collateral may have been sold at suchprivate sale was less than the price which might have been obtained at a publicsale or was less than the aggregate amount of the outstanding Advances and theunpaid interest accrued thereon, even if the Lender accepts the first offerreceived and does not offer the Collateral to more than one offeree and none ofthe actions described herein shall render Lender's disposition of the Collateralin such a manner as commercially unreasonable.
10.04	The Borrower specifically waives (to the extentpermitted by law) any equity or right of redemption, all rights of redemption,stay or appraisal which the Borrower has or may have under any rule of law orstatute now existing or hereafter adopted, and any right to require the Lenderto (1) proceed against any Person, (2) proceed against or exhaust any of theCollateral or pursue its rights and remedies as against the Collateral in anyparticular order, or (3) pursue any other remedy in its power. The Lender shallnot be required to take any steps necessary to preserve any rights of theBorrower against holders of mortgages prior in lien to the Lien of any Mortgageincluded in the Collateral or to preserve rights against prior parties.
10.05	The Lender may, but shall not be obligated to,advance any sums or do any act or thing necessary to uphold and enforce the Lienand priority of, or the security intended to be afforded by, any Mortgageincluded in the Collateral, including, without limitation, payment of delinquenttaxes or assessments and insurance premiums.  All advances, charges, costs andexpenses, including reasonable attorneys' fees and disbursements, incurred orpaid by the Lender in exercising any right, power or remedy conferred by thisAgreement, or in the enforcement hereof, together with interest thereon, fromthe time of payment until repaid, shall become a part of the principal balanceoutstanding hereunder and under the Note.
10.06	No failure on the part of the Lender to exercise,and no delay in exercising, any right, power or remedy provided hereunder, atlaw or in equity shall operate as a waiver thereof; nor shall any single orpartial exercise by the Lender of any right, power or remedy provided hereunder,at law or in equity preclude any other or further exercise thereof or theexercise of any other right, power or remedy. Without intending to limit theforegoing, all defenses based on the statute of limitations are hereby waived bythe Borrower to the extent permitted by law. The remedies herein provided arecumulative and are not exclusive of any remedies provided at law or inequity.
10.07	Application of Proceeds. The proceeds of anysale, disposition or other enforcement of the Lender's security interest in allor any part of the Collateral shall be applied by the Lender:

First, to the payment of the costs and expenses ofsuch sale or enforcement, including reasonable compensation to the Lender'sagents and counsel, and all expenses, liabilities and advances made or incurredby or on behalf of the Lender in connection therewith;

Second, to the payment of any other amounts due (otherthan principal and interest) under the Note or this Agreement;

Third, to the payment of interest accrued and unpaidon the Note;

Fourth, to the payment of the outstanding principalbalance of the Note; and

Finally, to the payment to the Borrower, or to itssuccessors or assigns, or as a court of competent jurisdiction may direct, ofany surplus then remaining from such proceeds.

If the proceeds of any such sale, disposition or otherenforcement are insufficient to cover the costs and expenses of such sale, asaforesaid, and the payment in full of all Obligations of the Borrower, theBorrower shall remain liable for any deficiency.

10.08	Lender Appointed Attorney-in-Fact.  TheLender is hereby appointed the attorney-in-fact of the Borrower, with full powerof substitution, for the purpose of carrying out the provisions hereof andtaking any action and executing any instruments which the Lender may deemnecessary or advisable to accomplish the purposes hereof, which appointment asattorney-in-fact is irrevocable and coupled with an interest and shall remain infull force and effect until the full and final payment and performance of allObligations. Without limiting the generality of the foregoing, the Lender shallhave the right and power to give notices of its security interest in theCollateral, either in the name of the Borrower or in its own name, to endorseall Mortgage Loans payable to the order of the Borrower, to change or cause tobe changed the book-entry registration or name of subscriber or Investor, or toreceive, endorse and collect all checks made payable to the order of theBorrower representing any payment on account of the principal of or interest on,or the proceeds of sale of, any of the Mortgage Loans and to give full dischargefor the same.

10.09	Right of Set-Off.  If the Borrower shalldefault in the payment of the Note, any interest accrued thereon, or any othersums which may become payable hereunder when due, or in the performance of anyof its other Obligations under this Agreement, the Lender, shall have the right,at any time and from time to time, without notice, to set-off and to appropriateor apply any and all property or indebtedness of any kind at any time held orowing by the Lender to or for the credit of the account of the Borrower(excluding any monies held by the Borrower in trust for third parties) againstand on account of the Obligations, irrespective of whether or not the Lendershall have made any demand hereunder and whether or not said Obligations shallhave matured; provided, however, that the Lender shall not beallowed to set-off against funds in accounts with respect to which (i) theBorrower is a trustee or an escrow agent in respect of bona fide third partiesother than Affiliates, and (ii) such trust or escrow arrangement was sodenominated at the time of the creation of such account. Lender shall notify theBorrower of any set-off after its exercising of its rights under the provisionsof this Section."

	
References to CreditDocuments
.  Upon the effectiveness 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 executedthis Agreement as of the day and year first above written.

E-LOAN, INC.

By:____________________