Exhibit 10.18

AMENDED AND RESTATED INTERCREDITOR AGREEMENT
(Schwab-Larsen)

This Amended and Restated Intercreditor Agreement
("Agreement") is made effective as of July 12, 2001, by and between The
Charles Schwab Corporation, a Delaware corporation ("Schwab"), andChristian A. Larsen, an individual ("Larsen").  Schwab and Larsen are
sometimes referred to herein collectively as the "Lenders" and individually as a
"Lender".  This Agreement is made with reference to the following Recitals:

R E C I T A L S :

A.E-Loan, Inc., a Delaware corporation,
("Borrower"), is engaged in the business of originating and selling chattel
paper and mortgage loans.

B.	Schwab is entering into a Note Purchase Agreement
dated July 12, 2001 (as the same may be amended from time to time, the
"Note Purchase Agreement"), pursuant to which Schwab has agreed to purchase
Borrower's 8% Convertible Note in the principal amount of $5,000,000 (the
"Schwab Note").  As security for Borrower's obligations to Schwab under the
Schwab Note and certain other obligations of Borrower to Schwab pursuant to the
Note Purchase Agreement and related agreements, Borrower is granting to Schwab a
lien against those of Borrower's assets which are described on
Exhibit A attached hereto (the "Collateral") pursuant to a Security
Agreement dated July 12, 2001 (the "Schwab Security Agreement).

C.	Schwab previously loaned to Borrower $2,000,000
pursuant to a promissory note dated March 31, 2001 (the "Prior Schwab
Note").

D.	Larsen has previously entered into a Loan Agreement
dated April 2, 2001 with Borrower, under which Larsen agreed to loan or
advance to the Borrower up to a maximum of $7,500,000, which loans or advances
would be evidenced by one or more promissory notes (collectively, the "Prior
Larsen Note").

E.	The Lenders previously entered into an Intercreditor
Agreement to administer the rights and interests of Lenders in connection with
the Prior Larsen Note and the Prior Schwab Note (the "Prior Intercreditor
Agreement").

F.	Borrower repaid in full all principal and interest
owing under the Prior Schwab Note and Prior Larsen Note and such notes have been
canceled.

G.	Borrower and Larsen have entered into an Amended and
Restated Loan Agreement (the "Larsen Loan Agreement") dated as of July 12,
2001 which reduces Larsen's loan commitment to $2,500,000. Under the Larsen Loan
Agreement each draw down against the $2,500,000 loan commitment, when and if
they occur, will be evidenced by a promissory note (the "Larsen Note").  As
security for Borrower's obligations to Larsen under the Larsen Note and certain
other obligations of the Borrower to Larsen pursuant to the Larsen Loan
Agreement, Borrower granted to Larsen a lien against the Collateral pursuant to
an Amended and Restated Security Agreement dated July 12, 2001 (the "Larsen
Security Agreement").

H.	Borrower, Schwab and Larsen have entered into an
Intercreditor Agreement dated July 12, 2001 with Bank One N.A. (the "Bank
One Intercreditor Agreement") with respect to certain portions of the
Collateral.

I.	In order to provide for the orderly administration of
the Security Agreements (defined below), and to amend and restate the rights and
interests of the Lenders with respect to the Notes and the exercise of rights
with respect to the Collateral, the Lenders desire to enter into this Agreement
which shall amend and restate the Prior Intercreditor Agreement in its
entirety.

NOW, THEREFORE, in consideration of the foregoing Recitals,
the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

A G R E E M E N T :

1. Definitions
2. "Bankruptcy Code" means the federal
bankruptcy law of the United States as from time to time in effect, currently as
Title 11 of the United States Code.  Section references to current sections of
the Bankruptcy Code shall refer to comparable sections of any revised version
thereof if section numbering is changed.
3. "Claim" means, with respect to any Lender, any
and all present and future "claims" (used in its broadest sense, as
contemplated by and defined in Section 101(5) of the Bankruptcy Code, but
without regard to whether such claim would be disallowed under the Bankruptcy
Code) of such Lender now or hereafter arising or existing under or relating to
the Larsen Loan Agreement or the Note Purchase Agreement (as applicable) and
related Loan Documents, whether joint, several, or joint and several, whether
fixed or indeterminate, due or not yet due, contingent or non-contingent,
matured or unmatured, liquidated or unliquidated, or disputed or undisputed,
whether under a guaranty or a letter of credit, and whether arising under
contract, in tort, by law, or otherwise, any interest or fees thereon (including
interest or fees that accrue after the filing of a petition by or against
Borrower under the Bankruptcy Code, irrespective of whether allowable under the
Bankruptcy Code), any costs of Enforcement Actions, including reasonable
attorneys' fees and costs, and any prepayment or termination premiums.
4. "Enforcement Action" means, with respect to any
Lender and with respect to any Claim of such Lender or any item of Collateral in
which such Lender has or claims a security interest, lien or right of offset,
any action, whether judicial or nonjudicial, to repossess, collect, accelerate,
offset, recoup, give notification to third parties with respect to, sell,
dispose of, foreclose upon, give notice of sale, disposition, or foreclosure
with respect to, or obtain equitable or injunctive relief with respect to, such
Claim or Collateral.  The filing by any Lender of, or the joining in the filing
by any Lender of, an involuntary bankruptcy or insolvency proceeding against
Borrower also is an Enforcement Action.
5. "Event of Default" means an event of default
under either Note or Loan Agreement.
6. "Loan Agreements" means the Note Purchase
Agreement and the Larsen Loan Agreement, and "Loan Agreement" means
either the Note Purchase Agreement or the Larsen Loan Agreement.
7. "Loan Documents" means the Notes and the Loan
Agreements.
8. "Notes" means the Schwab Note and the Larsen
Note, and "Note" means either the Schwab Note or the Larsen
Note.
9. "Security Agreements" means the Schwab Security
Agreement and the Larsen Security Agreement, and "Security Agreement"
means either the Schwab Security Agreement or the Larsen Security
Agreement.
10. Intercreditor
Arrangements
11. Proportionate Interests.  Except as
otherwise provided in this Agreement, all of the rights, interests and
obligations of each Lender under the Loan Documents to which it is a party,
including security interests in the Collateral, shall be shared by the Lenders
pari passu in the ratio of (a) the aggregate original principal amount of such
Lender's loans to Borrower under the applicable Note, to (b) the aggregate
original principal amount of all loans to Borrower under the Notes.  Any
reference in this Agreement to an allocation between or sharing by the Lenders
of any right, interest or obligation "ratably," "pro rata" or
"proportionally" or in similar terms shall refer to this
ratio.
12. Priority.  Notwithstanding (i) the terms of the
Notes and/or any other agreement in effect between either Lender, on the one
hand, and Borrower, on the other hand, (ii) the date, manner or order of
perfection of any security interests and/or liens granted by Borrower in favor
of either of the Lenders in connection with the Notes, (iii) the provisions of
California law, including without limitation, the California Commercial Code, or
any other applicable law, and (iv) whether any Lender holds possession of the
Collateral or any part thereof, the Lenders hereby acknowledge and agree that
the Lenders shall have equal priority of security interests and liens in the
Collateral.
13. Limitation on Further Loans
14. Transfer of Interest.  No Lender may sell or
otherwise transfer any of its interest under the Loan Documents, unless the
transferee of such interest expressly  assumes all obligations of the
transferring Lender with respect to the portion of the transferor's interest
under this Agreement.
15. Possession of Collateral.  If any Lender shall
obtain possession of any Collateral, it shall hold such Collateral for itself
and as agent and bailee for the other Lender for purposes of perfecting such
other Lender's security interest therein.
16. Remedies Upon an Event of Default.
17. Decision to Exercise Remedies.  Upon the
occurrence of an Event of Default, Lenders shall take such actions and only such
actions as Lenders mutually agree to take to enforce their rights and remedies
under the Loan Documents; provided, however, that if after consultation, Lenders
cannot mutually agree on what action to take, then Schwab shall have the right
upon prior written notice to Larsen to cause the acceleration of all of the
amounts due under the Notes on behalf of both Lenders (assuming the Notes have
not already been automatically accelerated in accordance with their terms and
conditions).  Upon an acceleration, the Lenders shall mutually agree as to what
Enforcement Action to take; provided, however, that if after consultation,
Lenders cannot mutually agree on what action to take, then Schwab shall have the
right to determine and shall control the timing, order and type of Enforcement
Actions which will be taken and all other matters in connection with any such
Enforcement Actions.  In taking such Enforcement Actions pursuant to the
previous sentence, Schwab shall act reasonably and in good faith and shall
consult with and keep the other Lender informed thereof at reasonable intervals;
provided, however, that notwithstanding any such consultations and provision of
information to Larsen, Schwab shall retain the right to make all determinations
in the event of disagreements between Schwab and Larsen.  In all cases with
respect to Enforcement Actions, Schwab shall act both on its own behalf and as
agent for Larsen with respect thereto.  In addition, Larsen shall take such
actions and execute such documents and instruments as Schwab may reasonably
request in connection with and to facilitate any such Enforcement
Actions.
18. Application of Proceeds after an Event of
Default. Notwithstanding anything to the contrary in the Loan Documents, as
among the Lenders, the proceeds of the Collateral, or any part thereof, and the
proceeds of any remedy under the Loan Documents after the occurrence and during
the continuance of an Event of Default (collectively, the "Proceeds of
Collection") shall upon receipt by any Lender be paid to and applied as
follows:
19. First, to the payment of then outstanding out-of-pocket
costs and expenses of the Lenders (in proportion to such costs and expenses
theretofore incurred by each), including all amounts expended to preserve the
value of the Collateral, of foreclosure or suit, if any, and of such sale and
the exercise of any other rights or remedies, and of all proper fees, expenses,
liability and advances, including reasonable legal expenses and attorneys' fees,
incurred or made under the Loan Documents by the Lenders;
20. Second, to the Lenders ratably, in an amount up to the
sum of all accrued interest owing to the Lenders under the Notes;
21. Third, to the Lenders ratably, in an amount up to the
sums of the outstanding principal and premium, if any, and any other obligations
owing to the Lenders from Borrower under or with respect to the Notes;
and
22. Fourth, to Borrower, its successors and assigns, or to
whomsoever may be lawfully entitled to receive the same.
23. Insolvency Events.  In the event of any
distribution, division, or application, partial or complete, voluntary or
involuntary, by operation of law or otherwise, of all or any part of the
property of Borrower or the proceeds thereof to the creditors of Borrower, or
the readjustment of any of the Claims, whether by reason of liquidation,
bankruptcy, arrangement, receivership, assignment for the benefit of creditors
or any other action or proceeding involving the readjustment of all or any part
of any of the Claims, or the application of the property of Borrower to the
payment or liquidation thereof, or upon the dissolution or other winding up of
Borrower's business, or upon the sale of all or any substantial part of
Borrower's property, then, and in any such event, and subject to any
subordination arrangements to which the Lenders may be subject, (a) all payments
and distributions of any kind or character, whether in cash or property or
securities in respect the Lenders' claims shall be distributed ratably among the
Lenders; (b) each Lender shall promptly file a claim or claims, on the form
required in such proceeding, for the full outstanding amount of such Lender's
Claim, and shall use its best efforts to cause said claim or claims to be
approved; (c) each of the Lenders hereby irrevocably agrees that, to the extent
that it fails timely to do so (a "non-filing Lender"), any other
Lender may in the name of the non-filing Lender, or otherwise, file and prove up
any and all claims of the non-filing Lender relating to the non-filing Lender's
Claim; and (d) in the event that, notwithstanding the foregoing, any payment or
distribution of any kind or character, whether in cash, properties or
securities, shall be received by a Lender in excess of its ratable share, then
the portion of such payment or distribution in excess of such Lender's ratable
share shall be received by such Lender in trust for and shall be promptly paid
over to the other Lenders for application to the payments of amounts due on the
other Lenders' Claims.
24. Bids at Foreclosure Sale.
25. Bids by Lenders.  Each Lender shall have the right
to bid for the Collateral at any foreclosure sale of the Collateral.  Any bid
entered by any Lender in an amount that is less than the amount necessary to
repay  the aggregate of the indebtedness due under the Notes, plus interest and
expenses which are recoverable from the proceeds of such sale and all amounts
payable on any indebtedness with a security interest in the Collateral superior
to the Notes, shall be deemed to have been entered on behalf of both of the
Lenders.  If such bid is successful, then the Lender that enters such bid shall
cause the foreclosure assignment or certificate of sale to be issued to all of
the Lenders as tenants-in-common holding undivided interests in the property in
proportion to the outstanding balances due under their respective Notes.  Any
bid entered by any Lender in an amount that exceeds the aggregate indebtedness
due under the Notes, plus interest and expenses which are recoverable from the
proceeds of the such sale and all amounts payable on any indebtedness with a
security interest in the Collateral superior to the Notes, shall be entered only
on behalf of such bidding Lender.  If such bid is the successful bid, then the
(i) Lender that enters such bid shall acquire the Collateral as its own
property, (ii) the other Lender shall have no further interest in the
Collateral, and (iii) the proceeds of such sale shall be distributed to the
Lenders in proportion to the outstanding balances due under their respective
Notes.
26. Bids by Third Parties.  If the successful bid
entered at any foreclosure sale of the Collateral is entered by a third party,
then the proceeds of such sale shall be distributed to the Lenders in proportion
to the outstanding balances due under their respective Notes.
27. Acquisition of Collateral.  If Lenders acquire
title to the Collateral (whether by foreclosure proceedings, assignment in lieu
of foreclosure or otherwise), Lenders (or their nominees) shall be deemed to be
tenants-in-common holding undivided interests in the Collateral in proportion to
the outstanding balances due under their respective Notes.
28. Assignment of Beneficial Interest.  At such time
as any of the Notes is satisfied in full (by payment or in the case of the
Schwab by payment or conversion), the interest in the Collateral of such Lender
(the "Repaid Lender") securing such satisfied Note shall automatically be deemed
assigned to the other Lender (the "Remaining Lender").  As a result of such
assignment, (i) the Repaid Lender shall have no further rights, duties or
obligations under this Agreement and the Remaining Lender shall be entitled to
make all any and all decisions required and/or permitted to be made by the
Lenders hereunder, (ii) the Repaid Lender shall no longer be deemed a Lender
hereunder, and (iii) the Repaid Lender shall no longer have any interest in the
Collateral.  The Lenders hereby agree to execute such termination statements or
other documents as the Remaining Lender may reasonably require.
29. Repayment of Notes; Amendments to Security
Agreements.  All amounts received by Lenders for the account of Borrower
prior to an Event of Default, whether by payment, set-off or otherwise shall be
allocated ratably among the Lenders.  Each Lender shall promptly remit to the
other Lender such sums as may be necessary to ensure the ratable repayment of
each Lender's Note.  Notwithstanding the foregoing, a Lender receiving a
scheduled payment shall not be responsible for determining whether the other
Lenders also received their scheduled payment on such date; provided, however,
if it is later determined that a Lender received more than its ratable share of
scheduled payments made on any date or dates, then such Lender shall remit to
the other Lender such sums as may be necessary to ensure the ratable payment of
such scheduled payments.  Borrower agrees that it will only make repayments
ratably among the Lenders in proportion to the aggregate amounts outstanding
under the Notes .  Schwab and Borrower agree that they will not make any
amendments to the Schwab Security Agreement unless consented to by Larsen and
Larsen and Borrower agree that they will not make any amendments to the Larsen
Security Agreement unless consented to by Schwab, such consent not to be
unreasonably withheld.
30. Exculpation; Delegation and
Indemnification.
31. Exculpation.  In connection with any exercise of
Enforcement Actions hereunder, no Lender or any of its partners, or any of their
respective directors, officers, employees, attorneys, accountants, or agents
shall be liable as such for any action taken or omitted by it or them, except
for its or their own gross negligence or willful misconduct with respect to its
duties under this Agreement.
32. Delegation of Duties.  Each Lender may execute any
of its powers and perform any duties hereunder either directly or by or through
agents or attorneys-in-fact.  Each Lender shall be entitled to advice of counsel
concerning all matters pertaining to such powers and duties.  No Lender shall
be responsible for the negligence or misconduct of any agents or attorneys-in-
fact selected by it, if the selection of such agents or attorneys-in-fact was
done without gross negligence or willful misconduct.
33. Indemnification.  To the extent not reimbursed
either by Borrower or from the application of Collateral proceeds pursuant to
Section 3(b), as applicable, a Lender (the "Indemnified Lender") shall
be indemnified by the other Lender (the "Indemnifying Lender"), and
each Indemnifying Lender agrees to reimburse the Indemnified Lender for the
Indemnifying Lender's pro rata share of the following items (an
"Indemnified Payment"):
34. all reasonable out-of-pocket costs and expenses of the
Indemnified Lender incurred by the Indemnified Lender in connection with the
discharge of its activities under this Agreement, the Loan Agreements, including
reasonable legal expenses and attorneys' fees; provided, that the Indemnified
Lender shall consult with the other Lenders regarding the incurrence of such
costs and expenses at reasonable intervals (but not more often than monthly) and
any such reasonable costs and expenses shall be "Claims" hereunder
notwithstanding any disagreement by the other Lenders as to their incurrence;
and
35. from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever, which may be imposed on,
incurred by or asserted against the Indemnified Lender in any way relating to or
arising out of this Agreement, or any action taken or omitted by the Indemnified
Lender hereunder; provided that the Indemnifying Lenders shall not be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements, if the same results
from the Indemnified Lender's gross negligence or willful misconduct or from
undertaking Enforcement Actions in violation of Section 3(a);
36. provided, however, the Indemnified Lender shall not be
reimbursed or indemnified for an Indemnified Payment made by the Indemnified
Lender to another Lender, except to the extent that the Indemnified Lender paid
more than its ratable share of such payment.  All Indemnified Payments (as set
forth in this Section) to an Indemnified Lender are intended to be paid ratably
by the other Lenders;
37. provided, however, that Indemnified Payments by the
Indemnifying Lenders shall be paid solely out of reimbursed funds made payable
to the Indemnifying Lender by Borrower or from application of Collateral
proceeds if and only to the extent such funds are received by the Indemnifying
Lender.
38. provided, however, that this Section shall not apply to
claims, liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs or expenses relating to (i) the sale of the Larsen Note,
(ii) the sale or conversion of the Schwab Note, or (iii) the purchase, sale or
exercise of that certain Warrant dated July 12, 2001 entitling Schwab to
purchase One Million Three Hundred Eighty-Nine Thousand (1,389,000) shares of
the Borrower's common stock.
39. Term.  This Agreement shall be in full force and
effect from and after the effective date hereof until the earlier of (i) the
first date upon which all Lenders have been paid in full, or otherwise
satisfied, under the Notes and have released and/or terminated their respective
security interests in the Collateral, or (ii) the date upon which Lenders
unanimously agree, in writing, to terminate this Agreement.
40. Costs of Enforcement.  Any and all costs and/or
expenses incurred by Lenders in connection with any action taken by Lenders
under this Agreement with respect to the Collateral including, without
limitation, any enforcement action against the Collateral, shall be borne by
Lenders in proportion to the outstanding balances due under their respective
Notes.
41. Scope of Representation.
42. ALLEN MATKINS LECK GAMBLE & MALLORY LLP ("AMLGM") HAS
ONLY REPRESENTED THE INTERESTS OF BORROWER WITH RESPECT TO THE NOTES AND THE
DRAFTING OF THIS AGREEMENT,  THE SECURITY AGREEMENTS AND NOT THE INTERESTS OF
THE LENDERS AND/OR ANY OTHER PARTY WITH RESPECT THERETO.  WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE PARTIES ACKNOWLEDGE THAT AMLGM SHALL NOT BE
DEEMED TO HAVE REPRESENTED THE LENDERS AS A RESULT OF AMLGM'S REPRESENTATION OF
BORROWER IN CONNECTION WITH THE NOTES AND THE DRAFTING OF THIS AGREEMENT, THE
SECURITY AGREEMENTS, OR ANY OTHER MATTER.  EACH LENDER HAS BEEN ADVISED TO
CONSULT WITH INDEPENDENT COUNSEL OF SUCH PARTY'S CHOICE PRIOR TO ENTERING INTO
THIS AGREEMENT.
43. HOWARD, RICE, NEMEROVSKI, CANADY, FALK & RABKIN, A
PROFESSIONAL CORPORATION ("HRNCF&R") HAS ONLY REPRESENTED THE INTERESTS OF
SCHWAB WITH RESPECT TO THE DRAFTING OF THIS AGREEMENT,  THE SECURITY AGREEMENTS
AND NOT THE INTERESTS OF LARSEN AND/OR ANY OTHER PARTY WITH RESPECT THERETO.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PARTIES ACKNOWLEDGE THAT
HRNCF&R SHALL NOT BE DEEMED TO HAVE REPRESENTED LARSEN AS A RESULT OF
HRNCF&R'S REPRESENTATION OF SCHWAB IN CONNECTION WITH THE NOTES AND THE
DRAFTING OF THIS AGREEMENT, THE SECURITY AGREEMENTS, OR ANY OTHER MATTER.
LARSEN HAS BEEN ADVISED TO CONSULT WITH INDEPENDENT COUNSEL OF SUCH PARTY'S
CHOICE PRIOR TO ENTERING INTO THIS AGREEMENT.
44. Miscellaneous.
45. Further Acts.
46. Counterparts
47. Entire Agreement
48. No Third-Party
Beneficiaries
49. Attorneys' Fees
50. Severability
51. Rules of
Construction
52. Assignment. The rights and obligations of parties
hereto shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties.



IN WITNESS WHEREOF, the parties have executed this
Agreement effective as of the date first set forth above.

THE CHARLES SCHWAB CORPORATION,
a Delaware corporation



By:/s/ Christopher V. Dodds

ItsEVP, CFO



/s/ Christian A. Larsen			
                  CHRISTIAN A. LARSEN

ACKNOWLEDGED AND AGREED:

The undersigned on behalf of E-Loan, Inc., a Delaware corporation, hereby
acknowledges receipt of a copy of the foregoing Intercreditor Agreement and
agrees to the terms thereof.

Executed as of July 12, 2001.



E-LOAN, INC., a Delaware corporation





By:	/s/ Joseph J. Kennedy

Name:	Joseph J. Kennedy

Its:	President and COO



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EXHIBIT A

TO INTERCREDITOR AGREEMENT



As used herein, the term "Collateral" means all of Borrower's right,
title and interest in and to each of the following:

1. All Accounts of Borrower;
2. All Contracts and Chattel Paper of Borrower, including
without limitation, Contracts and Chattel Paper, whether in written or
electronic form, evidencing both a debt and security interest in motor
vehicles;
3. All Commercial Tort Claims of Borrower;
4. The Borrower's Auto Base Account, Account #632787271, and
Auto ZBA/Draft Account, Account #632788139, held by Bank One, N.A.
(collectively, the "Deposit Accounts");
5. All Documents of Borrower;
6. All Equipment of Borrower;
7. All Fixtures of Borrower;
8. All General Intangibles of Borrower, including, without
limitation, Payment Intangibles;
9. All Instruments of Borrower, including without
limitation, Promissory Notes;
10. All Investment Property of Borrower, including the
securities accounts identified on Schedule 1 hereto (the "Securities
Accounts");
11. All Letter of Credit Rights of Borrower;
12. All Supporting Obligations of Borrower;
13. All of Borrowers Books;
14. All other goods and personal property of Borrower
(excepting therefrom all deposit accounts of Borrower not sent forth under
Section 1.1(d) above), wherever located, whether tangible or intangible, and
whether now owned or hereafter acquired, existing, leased or consigned by or to
Borrower; and
15. All proceeds and products, whether tangible or
intangible, of any of the foregoing, including proceeds of insurance covering
any or all of the Collateral, and any and all accounts, general intangibles,
negotiable collateral, money, deposit accounts (excepting therefrom all deposit
accounts of Borrower not set forth under Section 1.1(d) above), or other
tangible or intangible property resulting form the sale, exchange, collection or
other disposition of any of the foregoing, or any portion thereof or interest
therein, and the proceeds thereof.

PROVIDED, HOWEVER, that the Collateral shall not in any event
include property included in the "Collateral" described in the Warehouse Credit
Agreement dated as of June 24, 1998, as amended, among Cooper River Funding
Inc., GE Capital Mortgage Services, Inc. and Borrower, or the property included
in the "Collateral" described in the Master Loan and Security Agreement dated as
of May 20, 1999 between Greenwich Capital Mortgage Services, Inc. and
Borrower.

As used herein, "Borrower's Books" means all
of the Borrower's books and records including:  ledgers; records indicating,
summarizing, or evidencing the Borrower's properties or assets (including the
Collateral) or liabilities; all information relating to the Borrower's business
operations or financial condition; and all computer programs, disk or tape
files, printouts, runs, or other computer prepared information.

As used herein "Code" means the Uniform
Commercial Code, as in effect from time to time. as the same may from time to
time be in effect in the State of California (and each reference in this
Agreement to an Article thereof (denoted as a Division of the Code as adopted
and in effect in the State of California) shall refer to that Article (or
Division, as applicable) as from time to time in effect, which in the case of
Article 9 shall include and refer to Revised Article 9 from and after the date
Revised Article 9 shall become effective in the State of California); provided,
however, in the event that, by reason of mandatory provisions of law, any or all
of the attachment, perfection or priority of Secured Party's security interest
in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of California, the term "Code" shall
mean the Uniform Commercial Code (including the Articles thereof) as in effect
at such time in such other jurisdiction for purposes of the provisions hereof
relating to such attachment, perfection or priority and for purposes of
definitions related to such provisions.

As used herein, "Contracts" means all
contracts (including any customer, vendor, supplier, service or maintenance
contract), leases, licenses, undertakings, purchase orders, permits, franchise
agreements, conditional or installment sales contracts, and other agreements,
including, without limitation, instruments or documents arising from the
financing of the purchase of motor vehicles evidencing both a debt and security
interest in such motor vehicles, whether in written or electronic form, in or
under which Lender now holds or hereafter acquires any right, title or
interest.

In addition, the following terms shall be defined terms
having the meaning set forth for such terms in the Code: "Account"
(including health-care-insurance receivables), "Account Debtor,"
"Chattel Paper" (including tangible and electronic chattel paper),
"Commercial Tort Claims," "Commodity Account,"
"Documents," "Equipment" (including all accessions and
additions thereto), "Fixtures," "General Intangible"
(including payment intangibles and software), "Instrument,"
"Investment Property" (including securities and securities
entitlements), "Letter-of-Credit Right" (whether or not the letter of
credit is evidenced by a writing), "Payment Intangibles,"
"Promissory Notes," "Securities Account," and
"Supporting Obligations."  Each of the foregoing defined terms shall
include all of such items now owned, or hereafter acquired, by Borrower.

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SCHEDULE 1
To Exhibit A

Securities Accounts of Borrower

Bank One
Liquidity Management Account
Account #: [*]

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