Exhibit 10.5

[**] Confidential Treatment RequestedMarch 18, 2002
Mr. Steve Majerus
Vice President, Secondary Marketing
E-Loan, Inc.
5875 Arnold Road
Dublin, California  94568
SS# [ ** ] / CCID# [ ** ]
Dear Steve:
This letter shall serve as the first supplement (the
"Commitment Supplement") to the GMAC-Residential Funding ("GMAC-RFC") Master
Commitment dated as of October 23, 2001 by and between GMAC-RFC and E-Loan,
Inc.  All other terms and conditions of the GMAC-RFC Master Commitment not
amended in the Commitment Supplement shall remain in full force and effect.
The terms and conditions of this Commitment Supplement are as
follows:
Term:
Is the earlier of (i) the expiration of 4 months from
the date of this Commitment Supplement, July 18, 2002 or (ii) deliver
to E-Loan, Inc. by GMAC-RFC of an updated version of Assetwise able to  support
a simple interest qualification of Debt To Income.PRODUCT, PROGRAM and UNDERWRITING VARIANCES:15-YEAR INTEREST ONLY BALLOON GOAL LINE
EXCEPTION:
(Goal Line)
GMAC-RFC will purchase Home Equity products (Goal Line
Home Equity Lines of Credit Only) which were originated using a single
repository credit score and meet the eligibility requirements described in the
GMAC-RFC Client Guide except as set forth in the attached Exhibit H.Future Amendments:
GMAC-RFC and E-Loan, Inc. agree to notify each other when
issues arise that are not addressed in this Commitment Supplement.  Any
amendments to this Commitment Supplement must be mutually agreed upon in
writing.Termination:
GMAC-RFC may at any time in the exercise of its sole
discretion terminate E-Loan, Inc.'s right to sell loans to GMAC-RFC under this
Commitment Supplement with 30 days written notice by GMAC-RFC to E-Loan, Inc.
GMAC-RFC may from time to time in the exercise of its sole discretion modify or
supplement any of the program criteria or requirements effective immediately
upon notice by GMAC-RFC to E-Loan, Inc.Confidentiality:
GMAC-RFC and E-Loan, Inc. each agree that the specific terms
and provisions of this Commitment Supplement are confidential except as required
by law or as may be reasonably necessary to be disclosed in connection with the
sale or securitization of loans sold to GMAC-RFC by E-Loan, Inc.Commitment Offer Expiration Date:
This agreement may be cancelled at GMAC-RFC's option if an
executed copy is not received on or before March 27, 2002.We look forward to our continued relationship with E-Loan,
Inc.  If the terms of this commitment supplement letter are agreeable with you,
please so indicate by executing both of the enclosed copies, return one original
to GMAC-RFC on or before the date indicated above, and retain the other original
for your records.
Sincerely,
/ss
Lori Zaloumis
Sales Director
AGREED AND ACCEPTED BY:
E-LOAN, INC.SIGNATURE:	/s/ Steven M. Majerus
NAME:	Steven M. Majerus
TITLE:	S.V.P. Capital Markets
DATE:	4/29/02EXHIBIT H
Commitment Supplement Dated 3/18/02
E-Loan, Inc.
15-Year Interest Only Balloon Goal Lines Only ExceptionGMAC-RFC will purchase Home Equity products (Goal Line
Home Equity Lines of Credit ONLY) which were originated using a single
repository credit score and meet the eligibility requirements described in the
GMAC-RFC Client Guide except as set forth below:
General Eligibility RequirementsExceptions to:1.	GMAC-RFC's Credit Scoring Requirements:  as stated in the
Client Guide section 4, page 4.3, Sub-Section 430
2.	Exception to GMAC-RFC's Selecting the Credit Score:  as stated
in the Client Guide Section 4 page 4.3 Sub-Section 431[ ** ][**] Confidential Treatment Requested