Exhibit 10.17

AMENDMENT NUMBER SIX 

to the

Master Loan and Security Agreement

Dated as of March 21, 2002

by and between

E-LOAN, INC.

and

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

	This AMENDMENT NUMBER SIX is made this 30thday of June, 2003, by and between E-LOAN, INC., having an address at 5875 ArnoldRoad, Dublin, California 94568 (the "Borrower") and GREENWICHCAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road,Greenwich, Connecticut 06830 (the "Lender"), to the Master Loanand Security Agreement, dated as of March 21, 2002, by and between the Borrowerand the Lender, as amended (the "Agreement").  Capitalizedterms used but not otherwise defined herein shall have the meanings assigned tosuch terms in the Agreement.

RECITALS

		WHEREAS, the Borrower has requested that theLender agree to amend the Loan Agreement to increase the Maximum Creditavailable thereunder by increasing the Maximum Uncommitted Amount and toincrease the amount of Wet Loans that may be subject to the facility, each asmore expressly set forth below.

		WHEREAS, as of the date of this Amendment Number Six,the Borrower represents to the Lender that it is in compliance with all of therepresentations and warranties and all of the affirmative and negative covenantsset forth in the Loan Agreement and is not in default under the LoanAgreement.

		WHEREAS, the Borrower and the Lender have agreed toamend the Agreement as set forth herein.

	

	NOW THEREFORE, for good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, and for the mutualcovenants herein contained, the parties hereto hereby agree as follows:

	SECTION 1.	Effective as of June 30, 2003, Section 1 ofthe Agreement is hereby amended by deleting sub-clause (1) from the definitionof Maximum Credit and replacing it with the following:  

the Maximum Credit for Mortgage Loans which are Wet Loansmay not exceed, at any time, $60 million;

	SECTION 2.	Effective as of June 30, 2003, Section 1 ofthe Agreement is hereby amended by deleting the definition of MaximumUncommitted Amount and replacing it with the following:  

		"Maximum Uncommitted Amount" shallmean $275 million.

		SECTION 3.	Fees and Expenses. The Borroweragrees to pay to the Lender all fees and out of pocket expenses incurred by theLender in connection with this Amendment Number Six (including all reasonablefees and out of pocket costs and expenses of the Lender's legal counsel incurredin connection with this Amendment Number Six), in accordance with Section 11.03of the Loan Agreement.

	SECTION 4.  Effectiveness of Amendment.****This Amendment Number Six shall be effective upon Lender's receipt of a newNote in the amount of $475,000,000 to replace the existing Note for$400,000,000.   

	SECTION 5.  Defined Terms.  Any terms capitalizedbut not otherwise defined herein should have the respective meanings set forthin the Agreement.

		SECTION 6.  Limited Effect.  Except as amendedhereby, the Agreement shall continue in full force and effect in accordance withits terms.  Reference to this Amendment Number Six need not be made in theAgreement or any other instrument or document executed in connection therewith,or in any certificate, letter or communication issued or made pursuant to, orwith respect to, the Agreement, any reference in any of such items to theAgreement being sufficient to refer to the Agreement as amended hereby.	

		SECTION 7.  Representations.  In order toinduce the Lender to execute and deliver this Amendment Number Six, the Borrowerhereby represents to the Lender that as of the date hereof, the Borrower is infull compliance with all of the terms and conditions of the Agreement and noDefault or Event of Default has occurred and is continuing under theAgreement.

		SECTION 8.  Governing Law. This AmendmentNumber Six shall be construed in accordance with the laws of the State of NewYork and the obligations, rights, and remedies of the parties hereunder shall bedetermined in accordance with such laws without regard to conflict of lawsdoctrine applied in such state (other than Section 5-1401 of the New YorkGeneral Obligations Law).

		SECTION 9.  Counterparts.  This AmendmentNumber Six may be executed by each of the parties hereto on any number ofseparate counterparts, each of which shall be an original and all of which takentogether shall constitute one and the same instrument.

 

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	IN WITNESS WHEREOF, the Borrower and the Lender havecaused this Amendment Number Six to be executed and delivered by their dulyauthorized officers as of the day and year first above written.

						E-LOAN, INC.

(Borrower)

 

By:    /s/ 					
Name:   Matt Roberts

Title:   CFO

 

GREENWICH CAPITAL FINANCIAL PRODUCTS. INC. 

(Lender)

 

By:    /s/					
Name:   Anthony Palmisano

Title:   Vice President