Exhibit 10.11

ELEVENTH MODIFICATION AGREEMENT

THIS MODIFICATION AGREEMENT (the "Agreement") is made as of the 29thday of June, 2001, by and among E-LOAN, INC. (the "Borrower"), COOPER RIVERFUNDING INC. (the "Lender") and GE CAPITAL MORTGAGE SERVICES, INC. (the"Agent").

BACKGROUND

The Borrower, the Lender and the Agent entered into a Warehouse CreditAgreement dated as of June 24, 1998, 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 Third Amended and Restated Notedated as of March 1, 2001 (the "Note") in the stated principal amount of$55,000,000 and secured by, among other things, a Warehouse Security Agreementdated as of June 24, 1998, as amended (as so amended, the "WarehouseSecurity Agreement") between the Borrower and the Agent granting the Agent asecurity interest in certain of the Borrower's assets.

The Borrower has requested that the Lender extend the term of the Lender'scommitment under the Warehouse Credit Agreement, and the Lender and the Agenthave agreed to such modification subject to the terms and conditions of thisAgreement .

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,agree as follows:

Warehouse Credit Agreement
. The definition of"Expiry Date" contained in Section 1.01 of the Warehouse Credit Agreementis amended to read in full as follows:

"Expiry Date" shall mean the earlier of (i)September 30, 2001 as such date may be extended upon mutual agreement among theBorrower, the Lender and the Agent from time to time, (ii) the date which isfifteen days prior to the Liquidity Termination Date in effect from time to timeand (iii) the date that is 120 days after the date on which the Lender shallhave given the Borrower the notice referred to in Section 9.13 hereof."
References to Warehouse Credit Agreement
. Uponthe effectiveness of this Agreement, each reference in the Warehouse CreditAgreement to "this Agreement," "hereunder," "hereof," "herein" or words of likeimport, and each reference in the Note and the Warehouse Security Agreement tothe Warehouse Credit Agreement shall mean and be a reference to the WarehouseCredit Agreement as amended hereby.
Ratification of Documents
.
- Except as specifically amended herein, the Warehouse Credit Agreement, theNote and the Warehouse Security Agreement shall remain unaltered and in fullforce and effect and are hereby ratified and confirmed.
- The execution, delivery and effectiveness of this Agreement shall not,except as expressly provided herein, operate as a waiver of any right, power orremedy of the Lender or the Agent under the Warehouse Credit Agreement, the Noteor the Warehouse Security Agreement nor constitute a waiver of any default orEvent of Default under the Warehouse Credit Agreement, the Note or the WarehouseSecurity Agreement.
Representations and Warranties. The Borrower hereby certifies that (i) therepresentations and warranties which it made in the Warehouse Credit Agreementand the Warehouse Security Agreement are true and correct as of the date hereofand (ii) no Event of Default and no event which could become an Event of Defaultwith the passage of time or the giving of notice, or both, under the Note, theWarehouse Credit Agreement or the Warehouse Security Agreement exists on thedate hereof.
Miscellaneous.
- This Agreement shall be governed by and construed according to the laws ofthe State of New York without regard to principles of conflicts of laws andshall be binding upon and shall inure to the benefit of the parties hereto,their successors and assigns.
- This Agreement may be executed in one or more counterparts, each of whichshall be deemed an original, but all of which together shall constitute one andthe same instrument.
- This Agreement is intended to take effect as a document underseal.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the day and year first above written,

 

E-LOAN, INC.

By:	/s/ Joseph J. Kennedy