Exhibit 10.6**THIRTEENTH MODIFICATION AGREEMENT**
	THIS THIRTEENTH MODIFICATION AGREEMENT (the "Agreement") ismade as of the 6th day of  May, 2003, by and among E-LOAN, INC. (the"Borrower"), and GMAC Bank, a federal saving bank (the "Lender"). 

BACKGROUND

The Borrower and the Lender entered into a Warehouse CreditAgreement, dated as of November 1, 2001, as amended (as so amended,the "Warehouse Credit Agreement") pursuant to which the Lender agreedto make advances (the "Advances") to the Borrower in accordance withthe provisions of the Warehouse Credit Agreement.  All capitalized terms usedherein and not otherwise defined shall have the meanings set forth in theWarehouse Credit Agreement.

The Advances are evidenced by the Borrower's Second Amendedand Restated Note, dated as of August 20, 2002 (the "Note") in thestated principal amount of $150,000,000 and secured by, among other things, aWarehouse Security Agreement dated as of November 1, 2001, as amended (as soamended, the "Warehouse Security Agreement") between the Borrower andthe Lender granting the Lender a security interest in certain of the Borrower'sassets.

The Borrower has requested that the Lender make certainmodifications to the terms of the Warehouse Credit Agreement, and the Lender hasagreed 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:

	1.	Warehouse Credit Agreement.  The Warehouse Credit Agreementis hereby amended as follows:

 (a)	(a)	The definition of "Commitment" contained in Section1.01 of the Warehouse Credit Agreement is amended to read in full asfollows:

""Commitment" shall mean the obligation of the Lenderto make Advances in an aggregate principal amount outstanding at any time not toexceed $150,000,000, or such other amount as Lender, in its sole discretion, maydetermine from time to time, provided however, that during the period of May 6,2003 through May 9, 2003, Commitment shall be $155,000,000."

2.	Note.  The Note shall be amended and restated to provide thatthe principal amount due thereunder is One Hundred Fifty Five Million US Dollars($155,000,000).

3.	References to Credit Documents.  Upon the effectiveness of thisAgreement:

		(a)	Each reference in the Warehouse CreditAgreement to "this Agreement," "hereunder,""hereof," "herein" or words of like import, and eachreference in the Restated Note and the Warehouse Security Agreement to theWarehouse Credit Agreement, shall mean and be a reference to the WarehouseCredit Agreement as amended hereby;

		(b)	Each reference in the Warehouse CreditAgreement and the Warehouse Security Agreement to the Note shall mean and be areference to the Restated Note; and

		(c)	Each reference in the Warehouse CreditAgreement and the Note to the Warehouse Security Agreement shall mean and be areference to the Warehouse Security Agreement as amended hereby.

		

	4.	Ratification of Documents.

		(a)	Except as specifically amended herein oramended and restated in the Restated Note, the Warehouse Credit Agreement, theNote and the Warehouse Security Agreement shall remain unaltered and in fullforce and effect and are hereby ratified and confirmed.

		(b)	The execution, delivery and effectiveness ofthis Agreement and the Restated Note shall not, except as expressly providedherein, operate as a waiver of any right, power or remedy of the Lender underthe Warehouse Credit Agreement, the Note or the Warehouse Security Agreement norconstitute a waiver of any default or Event of Default under the WarehouseCredit Agreement, the Note or the Warehouse Security Agreement.

	5.	Representations and Warranties.  The Borrower herebycertifies that (i) the representations and warranties which it made in theWarehouse Credit Agreement and the Warehouse Security Agreement are true andcorrect as of the date hereof and (ii) no Event of Default and no event whichcould become an Event of Default with the passage of time or the giving ofnotice, or both, under the Note, the Warehouse Credit Agreement or the WarehouseSecurity Agreement exists on the date hereof.

	6.	Miscellaneous.

		(a)	This Agreement shall be governed by andconstrued according to the laws of the State of Delaware without regard toprinciples of conflicts of laws and shall be binding upon and shall inure to thebenefit of the parties hereto, their successors and assigns.

		(b)	This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

		(c)	This Agreement is intended to take effect as a document underseal.

	IN WITNESS WHEREOF, the parties hereto have executed thisAgreement as of the day and year first above written.

	E-LOAN, INC.

 

	By:  /s/ Joe Kennedy