Exhibit 10.5
                               THIRD AMENDMENT TO

                         UNDERWRITING SERVICES AGREEMENT

         This Amendment to Underwriting Services Agreement (the "Amendment") is
entered into between E-LOAN, a California corporation, located at 5875 Arnold
Road, Suite 100, Dublin, CA 94568 ("E-Loan"), and PMI MORTGAGE SERVICES CO., a
California corporation, located at 601 Montgomery Street, San Francisco, CA
94111 ("PMI").

         WHEREAS, PMI and E-Loan entered into an Underwriting Services Agreement
(the "Agreement") on or about June 12, 1998 and amended said Agreement on or
about July 31, 1998, and on or about May 3, 1999, and

         WHEREAS, PMI and E-Loan wish to amend the Agreement with respect to the
Review Fees under the Agreement;

         NOW, THEREFORE, PMI and E-Loan agree to amend the Agreement on the
following terms and conditions.

     1. Exhibit G of the Agreement is hereby amended in its entirety to read as
follows:

                  "The Review Fee for each Mortgage Loan Package submitted
hereunder shall be as follows:

                  (i)      for those Mortgage Loan Packages underwritten under
                           the Agency Underwriting Guidelines for which Mortgage
                           Insurance is not issued, the Review Fee shall be
                           Sixty Dollars ($60.00), and the Review Fee for those
                           Mortgage Loan Packages underwritten under the Agency
                           Underwriting Guidelines for which Mortgage Insurance
                           is requested from PMI MIC shall be Twenty Five
                           Dollars ($25.00).

                  (ii)     for those Mortgage Loan Packages underwritten under
                           the Platinum Plus Underwriting Guidelines for which
                           Mortgage Insurance is not issued, the Review Fee
                           shall be Sixty Dollars ($60.00), and the Review Fee
                           for those Mortgage Loan Packages underwritten under
                           the Platinum Plus Underwriting Guidelines for which
                           Mortgage Insurance is requested from PMI MIC shall be
                           Twenty Five Dollars ($25.00).

                  (iii)    for those Mortgage Loan Packages submitted On-Site to
                           E-Loan's designated location, the Review Fee shall be
                           a per them fee of Two Hundred Fifty Dollars ($250.00)
                           per underwriter. For any given day, E-Loan shall
                           receive a credit of Fifty Dollars ($50.00) for each
                           of the first five Mortgage Loan Packages underwritten
                           by PMI for which a Mortgage Insurance commitment is
                           requested. The minimum per di em -fee shall be Ten
                           Dollars ($10.00).


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                           The above On-Site per them Review Fee does not
                           include the per loan fees to underwrite Mortgage Loan
                           Packages at E-Loan's site pursuant to an underwriting
                           services agreement between PMI and an investor/third
                           party. Review Fees for the underwriting of such
                           Mortgage Loan Packages will also be billed to E-Loan
                           pursuant to the investor/third party's underwriting
                           services agreement and the applicable fee payment
                           agreement between PMI and E-Loan. This agreement will
                           result in PMI collecting both a fee to cover the
                           expense of the underwriter and a per loan fee."

2.       Exhibit A is amended to include the following:

                           CitiMortgage
                           Chase Manhattan Mortgage Co.
                           Countrywide Home Loans
                           Bank of America
                           Fleet National Bank

                           GMAC

                           GreenPoint Mortgage Funding
                           Washington Mutual ("WAMU")
3.       This Amendment shall become effective as of January 10, 2001.
4.       Except as amended hereby, the Agreement shall remain in full force and
         effect.

         IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this instrument on the date set forth below.

E-LOAN                             PMI MORTGAGE SERVICES CO.

/S/ STEVEN M. MAJERUS              /S/ ILLEGIBLE
---------------------------------  -------------

By:  STEVEN M. MAJERUS             By:  Angela Merson
     ----------------------------

Its:  VP SECONDARY MARKETING       Its:  Vice president

Date:  2/14, 2001                  Date:  2/23, 2001
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