Exhibit 10.41

TENTH MODIFICATION AGREEMENT

	THIS TENTH MODIFICATION AGREEMENT (the "Agreement") is made asof the 30th day of  September, 2002, 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)	The definition of "Commitment" contained in Section 1.01 ofthe Warehouse Credit Agreement is amended to read in full as follows:

""Commitment" shall mean the obligation of the Lender to make Advancesin an aggregate principal amount outstanding at any time not to exceed$150,000,000, or such other amount as Lender, in its sole discretion, maydetermine from time to time."

(b)	The definition of "Expiry Date " contained in Section 1.01 of theWarehouse Credit Agreement is revised as follows:

""Expiry Date" shall mean the earlier of (i) September30, 2003, as such date may be extended upon mutual agreement between theBorrower and the Lender from time to time, and (ii) the date that is 120 daysafter the date on which the Lender shall have given the Borrower the noticereferred to in Section 9.13 hereof."

(c)	The definition of "Eligible Nonconforming Mortgage Loan " contained inSection 1.01 of the Warehouse Credit Agreement is revised as follows:

"Eligible Nonconforming Mortgage Loan" shallmean at the time of the determination thereof, a Mortgage Loan or an HLTV Loan,which at such time (i) is pledged as Collateral pursuant to the terms of thisAgreement and of the Warehouse Security Agreement and is not pledged as securityfor any Indebtedness owing to, or otherwise subject to a Lien for the benefitof, any person other than the Lender, (ii) is, without duplication, a FirstMortgage Loan or a Second Mortgage Loan, (iii) is subject to a PurchaseCommitment, (iv) has and has had no delinquency with respect to any payment duethereunder, (v) has no deficiencies in respect of the documentation therefor,(vi) is, without duplication, a Credit A- Loan, a Credit B Loan, a Credit C Loanor a Credit D Loan, (vii) in the case of a Mortgage Loan that is not subject toa Wet Advance, has an Origination Date that is less than 20 calendar days priorto such time, (viii) in the case of a Mortgage Loan that is subject to a WetAdvance, has an Origination Date that is not more than five Business Days priorto such time and (ix) has a Combined Loan-to-Value Ratio of 100% or less,excluding in all such cases, however any Mortgage Loan about which any of therepresentations, warranties and agreements contained in Section 6.18 is not trueand correct; provided that the interest rate on such Mortgage Loan was, as ofthe date on which such interest rate was set or established, at least equal tothe then current market rate of interest for mortgage loans of the same type asdetermined by the Lender."

(d)  The definition of "HLTV Loans" shall be addedto Section 1.01 of the Warehouse Credit Agreement and shall read in full asfollows:

""HLTV Loan" shall mean a First Mortgage Loanor a Second Mortgage Loan with loan-to-value or collateral loan-to-value greaterthan 100% but less then 125%, and which loans are subject to a takeoutcommitment from GMAC Residential Funding Corp."

		(e)	There shall be added to Section 1.01 of theWarehouse Credit Agreement a definition of "HLTV Loan Aging Percentage" whichshall read in full as follows:

""HLTV Loan Aging Percentage" shall mean, as of anydate, with respect to any HLTV Loan, (i) 100% if such HLTV Loan has anOrigination Date that is less than 60 days prior to such date, (ii) 50% if suchHLTV Loan has an Origination Date that is less than 90 days and more than 59days prior to such date, and (iii) 0% if such  HLTV Loan has an Origination Datethat is 90 days or more prior to such date."

(f)	The definition of "Mortgage Loan Aging Percentage" contained inSection 1.01 of the Warehouse Credit Agreement is revised as follows:

"Mortgage Loan Aging Percentage" shall mean,as of any date, with respect to any Eligible Mortgage Loan, (i) 100% if suchMortgage Loan has an Origination Date that is less than  60 days prior to suchdate, (ii) 0% if such Mortgage Loan has an Origination Date that is 60 or moredays prior to such date."

(g)	Section 2.01 of the Warehouse Credit Agreement isamended to read in full as follows:

			

"2.01	Commitment.  Subject to and upon the termsand conditions set forth herein, the Lender agrees, at any time and from time totime prior to the Expiry Date (or such earlier date as the Commitment shall havebeen terminated pursuant to the terms hereof), to make an advance or advances(each an "Advance" and, collectively, the "Advances") to the Borrower, whichAdvance:  (i) shall be made at any time and from time to time in accordancewith the terms hereof on and after the Effective Date and prior to the ExpiryDate; (ii) shall bear interest as provided in Section 2.07;(iii) may be prepaid and reborrowed in accordance with the provisionshereof; and (iv) shall be made against the pledge by the Borrower ofEligible Mortgage Loans, Eligible Nonconforming Mortgage Loans, Eligible HELOCsor Liquid Assets as Collateral for such Advance as provided herein and in theWarehouse Security Agreement; provided, however, that (1) theaggregate principal amount of Advances outstanding at any time shall not exceedthe lesser of (x) the Commitment and (y) an amount equal to: the Borrowing Base,at such time minus (b) $1,000,000, (2) the aggregate principal amount ofAdvances outstanding at any time secured by Mortgage-backed Securities shall notexceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advancesoutstanding at any time shall not exceed 40% of the Commitment, (4) theaggregate principal amount of Advances outstanding at any time secured by JumboLoans shall not exceed 40% of the Commitment, (5) the aggregate principal amountof Advances outstanding at any time secured by Eligible Nonconforming MortgageLoans shall not exceed $10,000,000 (the "Nonconforming Commitment"),(6) the aggregate principal amount of Advances outstanding at any time securedby Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7)the aggregate principal amount of Advances outstanding at any time secured byCredit B Loans shall not exceed 100% of the Nonconforming Commitment,(8) the aggregate principal amount of Advances outstanding at any timesecured by Credit C Loans shall not exceed 40% of the Nonconforming Commitment,(9) the aggregate principal amount of Advances outstanding at any time securedby Credit D Loans shall not exceed 0% of the Nonconforming Commitment, (10) theaggregate principal amount of Advances outstanding at any time secured byEligible HELOCs shall not exceed $25,000,000 (the "HELOC Commitment"), (11) theaggregate principal amount of Advances outstanding at any time secured by SecondMortgage Loans shall not exceed $25,000,000 (the "Second Mortgage LoanCommitment"), (12) the aggregate amount of Advances outstanding at any timesecured by Second Mortgage Loans and Eligible HELOCs shall not exceed$25,000,000, (13) the aggregate principal amount of Advances outstanding at anytime secured by HLTV Loans shall not exceed $10,000,000 (the "HLTV Commitment"),and (14) the aggregate principal amount of Advances outstanding at any timesecured by Eligible Nonconforming Mortgage Loans, HLTV Loans, Second MortgageLoans and Eligible HELOCs shall not exceed $45,000,000."

(h)	Section 2.07(a) of the Warehouse Credit Agreement isamended to read in full as follows:

	"2.07	Interest. The Borrower agrees topay interest in respect of the outstanding principal amount of the Advances fromthe date the proceeds thereof are made available to the Borrower until thematurity thereof (whether by acceleration or otherwise) (i) with respect toAdvances secured by Eligible Mortgage Loans which are subject to Wet Advance, ata rate per annum equal to 1.50% in excess of the LIBOR Rate in effect from timeto time, (ii) with respect to Advances secured by all other Eligible MortgageLoans, at a rate per annum equal to 1.25% in excess of the LIBOR Rate in effectfrom time to time, (iii) with respect to Advances secured by EligibleNonconforming Mortgage Loans. Second Mortgage Loans or Eligible HELOCs, at arate per annum equal to 1.75% in excess of the LIBOR Rate in effect from time totime, and (iv) with respect to Advances secured by HLTV Loans, at a rateper annum equal to 2.00% in excess of the LIBOR Rate in effect from time totime; provided, however, that with respect to any Advance which isdisbursed by cashier's check, the applicable rate of interest, calculated inaccordance with the provisions of this Section 2.07(a), shall be reduced by0.25% during the first fifteen (15) days that such Advance is outstanding; andprovided, further, that, with respect to any Advance secured by aMortgage Loan which is the subject of an Interest Rate Commitment, theapplicable rate of interest, calculated in accordance with the provisions ofthis Section 2.07(a), shall be reduced by 0.25%, and provided,further, that, with respect to any Advance secured by an Eligible AgedMortgage Loan, Eligible Aged Nonconforming Mortgage Loan, or an Eligible AgedHELOC, the applicable rate of interest, calculated in accordance with theprovisions of this Section 2.07(a), shall be increased by 0.50%." 

(i)	The first sentence of Section 3.01(c) of the WarehouseCredit Agreement is amended to read in full as follows:

"(c)	The Borrower shall pay the Lender a non-use fee (the"Non-Use Fee") with respect to each calendar month during the term of thisAgreement during which the average outstanding principal amount of Advances isless than an amount equal to fifty percent (50%) of the Commitment, computed atthe rate of 0.25% per annum on the daily average unutilized Commitment."

(j)	Sections 4.02(a) of the Warehouse Credit Agreement isamended to read in full as follows:

"(a) 	if on any date the aggregate principal amount ofAdvances outstanding (after giving effect to all other repayments thereof onsuch date) exceeds the lesser of (x) the Commitment or (y) an amount equal to:(i) the Borrowing Base as then in effect minus (ii) $1,000,000, the Borrowershall immediately prepay the principal of Advances in an aggregate amount equalto such excess;" 

(k)	Sections 4.02(r) is hereby added to the WarehouseCredit Agreement and shall read in full as follows:

"(r) if on any date the aggregate principal amount ofAdvances secured by Eligible HELOCs exceeds $25,000,000, the Borrower shallimmediately prepay the principal of Advances secured by Eligible HELOCs in anaggregate amount equal to such excess."

(l)	Sections 4.02(s) is hereby added to the WarehouseCredit Agreement and shall read in full as follows:

"(s) if on any date the aggregate principal amount ofAdvances secured by Second Mortgage Loans exceeds $25,000,000, the Borrowershall immediately prepay the principal of Advances secured by Second MortgageLoans in an aggregate amount equal to such excess."

(m)	Sections 4.02(t) is hereby added to the WarehouseCredit Agreement and shall read in full as follows:

"(t) if on any date the aggregate principal amount ofAdvances secured by Eligible HELOCs and Second Mortgage Loans exceeds$25,000,000, the Borrower shall immediately prepay the principal of Advancessecured by Eligible HELOCs and Second Mortgage Loans in an aggregate amountequal to such excess."

(n)	Sections 4.02(u) is hereby added to the WarehouseCredit Agreement and shall read in full as follows:

"(u) if on any date the aggregate principal amount ofAdvances secured by HLTV Loans exceeds $10,000,000, the Borrower shallimmediately prepay the principal of Advances secured by HLTV Loans in anaggregate amount equal to such excess."

(o)	Sections 4.02(v) is hereby added to the WarehouseCredit Agreement and shall read in full as follows:

"(v) if on any date the aggregate principal amount ofAdvances secured by Eligible Nonconforming Mortgage Loans, HLTV Loans, SecondMortgage Loans and Eligible HELOCs exceeds $45,000,000, the Borrower shallimmediately prepay the principal of Advances secured by Eligible NonconformingMortgage Loans, HLTV Loans, Second Mortgage Loans and Eligible HELOCs in anaggregate amount equal to such excess."

(p)	Section 4.03(a) of the Warehouse Credit Agreement is amended to readin full as follows:

"(a) So long as no Default or Event of Default hasoccurred and is continuing or would result therefrom, upon the Borrower'srequest therefor accompanied by a prepayment by the Borrower of Advances in anamount sufficient to cause the amount of Advances outstanding to be less than orequal to:  (x) the Borrowing Base (calculated without reference to anyCollateral which the Borrower requests be released from the Lien grantedpursuant to the Warehouse Security Agreement) minus (y) $1,000,000, and adeposit by the Borrower of such amount as the Lender shall designate as areserve for application to any fees, accrued interest or breakage costs payablewith respect to the calendar month in which such prepayment occurs, the Lendershall, within one Business Day after the later of the receipt of such request orsuch prepayment and deposit, release from the Lien granted pursuant to theWarehouse Security Agreement and deliver to the Borrower in accordance with theterms of the Warehouse Security Agreement (i) the Collateral correspondingto such Mortgage Loan(s) or Mortgage-backed Security(ies) and (ii) theCollateral Documents pertaining thereto."

(q)	Section 4.04(c) of the Warehouse Credit Agreement is amended to readin full as follows:

"(c)	The Borrower shall make a deposit in immediatelyavailable funds into the Warehouse Payment Account by 4:00 p.m. on the BusinessDay on which the release of the Lender's security interest in such Mortgage Loanor Mortgage-backed Securities is scheduled to occur pursuant to the purchase byan Investor under a Purchase Commitment, in an amount equal to the amount bywhich the aggregate amount of Advances outstanding exceeds:  (i)  theBorrowing Base (calculated without reference to any such Mortgage Loan orMortgage-backed Security) minus (ii) $1,000,000."

		(r)	Section 8.16 of the Warehouse Credit Agreementis amended to read in full as follows:

"8.16	Minimum Current Ratio.	The Borrower willnot permit its Current Ratio to be less than 1.0 to 1.0 at any time during anyfiscal year."

 (s)	Section 10 is hereby added to the Warehouse CreditAgreement and shall read in full as follows:

"10.   Remedies 

10.01	Upon the occurrence of any Event of Default, whether ornot specifically described in Section 9, the Commitment shall be terminated andall Obligations of the Borrower shall automatically become due and payable withall accrued and unpaid interest thereon, without presentment for payment,demand, notice of non-payment, protest, notice of protest, notice of intent toaccelerate, notice of acceleration, maturity, or any other notices orrequirements of any kind of Lender to the Borrower or any other Person liablethereon or with respect thereto, all of which are hereby expressly waived by theBorrower and the obligation of the Lender to make any Advances shall thereuponterminate.

10.02	Upon the occurrence of any Event of Default, the Lender may also doany of the following:

(a)	Foreclose upon or otherwise enforce its security interest in and Lienon the Collateral to secure all payments and performance of Obligations of theBorrower in any manner permitted by law or provided for hereunder.

(b)	Notify all obligors in respect of the Collateral thatthe Collateral has been assigned to the Lender and that all payments thereon areto be made directly to the Lender or such other party as may be designated bythe Lender; settle, compromise, or release, in whole or in part, any amountsowing on the Collateral, any such obligor or any Investor or any portion of theCollateral, on terms acceptable to the Lender; enforce payment and prosecute anyaction or proceeding with respect to any and all Collateral; and where any suchCollateral is in default, foreclose on and enforce security interests in, suchCollateral by any available judicial procedure or without judicial process andsell property acquired as a result of any such foreclosure.

(c)	Act, or contract with a third party to act, as servicer or subservicerof each item of Collateral requiring servicing and perform all obligationsrequired in connection with Purchase Commitments, such third party's fees to bepaid by the Borrower.

(d)	Require the Borrower to assemble the Collateral and/or books andrecords relating thereto and make such available to the Lender at a place to bedesignated by the Lender.

(e)	Enter onto property where any Collateral or books and records relatingthereto are located and take possession thereof with or without judicialprocess.

(f)	Prior to the disposition of the Collateral, prepare it for dispositionin any manner and to the extent the Lender deems appropriate.

(g)	Exercise all rights and remedies of a secured creditor under theUniform Commercial Code of Delaware or other applicable law, including, but notlimited to, selling or otherwise disposing of the Collateral, or any partthereof, at one or more public or private sales, whether or not such Collateralis present at the place of sale, for cash or credit or future delivery, on suchterms and in such manner as the Lender may determine.  If notice is requiredunder such applicable law, the Lender will give the Borrower not less than ten(10) days' notice of any such public sale or of the date after which privatesale may be held.  The Borrower agrees that ten (10) days' notice shall bereasonable notice.  The Lender may, without notice or publication, adjourn anypublic or private sale or cause the same to be adjourned from time to time byannouncement at the time and place fixed for the sale, and such sale may be madeat any time or place to which the same may be so adjourned.  In case of any saleof all or any part of the Collateral on credit or for future delivery, theCollateral so sold may be retained by the Lender until the selling price is paidby the purchaser thereof, but the Lender shall not incur any liability in caseof the failure of such purchaser to take up and pay for the Collateral so soldand, in case of any such failure, such Collateral may again be sold upon likenotice.  The Lender may, however, instead of exercising the power of sale hereinconferred upon it, proceed by a suit or suits at law or in equity to collect allamounts due upon the Collateral or to foreclose the pledge and sell theCollateral or any portion thereof under a judgment or decree of a court orcourts of competent jurisdiction, or both.

(h)	Proceed against the Borrower on the Note.

(i)	Proceed against the Guarantors or any one or more of them.

10.03	The Lender shall incur no liability as a result of the sale or otherdisposition of the Collateral, or any part thereof, at any public or privatesale or disposition.  The Borrower hereby waives (to the extent permitted bylaw) any claims it may have against the Lender arising by reason of the factthat the price at which the Collateral may have been sold at such private salewas less than the price which might have been obtained at a public sale or wasless than the aggregate amount of the outstanding Advances and the unpaidinterest accrued thereon, even if the Lender accepts the first offer receivedand does not offer the Collateral to more than one offeree and none of theactions described herein shall render Lender's disposition of the Collateral insuch a manner as commercially unreasonable.

10.04	The Borrower specifically waives (to the extent permitted by law)any equity or right of redemption, all rights of redemption, stay or appraisalwhich the Borrower has or may have under any rule of law or statute now existingor hereafter adopted, and any right to require the Lender to (1) proceed againstany Person, (2) proceed against or exhaust any of the Collateral or pursue itsrights and remedies as against the Collateral in any particular order, or (3)pursue any other remedy in its power.  The Lender shall not be required to takeany steps necessary to preserve any rights of the Borrower against holders ofmortgages prior in lien to the Lien of any Mortgage included in the Collateralor to preserve rights against prior parties.

10.05	The Lender may, but shall not be obligated to, advance any sums ordo any act or thing necessary to uphold and enforce the Lien and priority of, orthe security intended to be afforded by, any Mortgage included in theCollateral, including, without limitation, payment of delinquent taxes orassessments and insurance premiums.  All advances, charges, costs and expenses,including reasonable attorneys' fees and disbursements, incurred or paid by theLender in exercising any right, power or remedy conferred by this Agreement, orin the enforcement hereof, together with interest thereon, from the time ofpayment until repaid, shall become a part of the principal balance outstandinghereunder and under the Note.

10.06	No failure on the part of the Lender to exercise, and no delay inexercising, any right, power or remedy provided hereunder, at law or in equityshall operate as a waiver thereof; nor shall any single or partial exercise bythe Lender of any right, power or remedy provided hereunder, at law or in equitypreclude any other or further exercise thereof or the exercise of any otherright, power or remedy.  Without intending to limit the foregoing, all defensesbased on the statute of limitations are hereby waived by the Borrower to theextent permitted by law.  The remedies herein provided are cumulative and arenot exclusive of any remedies provided at law or in equity.

10.07	Application of Proceeds.  The proceeds of any sale,disposition or other enforcement of the Lender's security interest in all or anypart of the Collateral shall be applied by the Lender:

First, to the payment of the costs and expenses of such sale orenforcement, including reasonable compensation to the Lender's agents andcounsel, and all expenses, liabilities and advances made or incurred by or onbehalf of the Lender in connection therewith;

Second, to the payment of any other amounts due (other than principaland interest) under the Note or this Agreement;

Third, to the payment of interest accrued and unpaid on the Note;

Fourth, to the payment of the outstanding principal balance of theNote; and

Finally, to the payment to the Borrower, or to its successors orassigns, or as a court of competent jurisdiction may direct, of any surplus thenremaining from such proceeds.

If the proceeds of any such sale, disposition or other enforcement areinsufficient to cover the costs and expenses of such sale, as aforesaid, and thepayment in full of all Obligations of the Borrower, the Borrower shall remainliable for any deficiency.

10.08	Lender Appointed Attorney-in-Fact.  The Lender is herebyappointed the attorney-in-fact of the Borrower, with full power of substitution,for the purpose of carrying out the provisions hereof and taking any action andexecuting any instruments which the Lender may deem necessary or advisable toaccomplish the purposes hereof, which appointment as attorney-in-fact isirrevocable and coupled with an interest and shall remain in full force andeffect until the full and final payment and performance of all Obligations.Without limiting the generality of the foregoing, the Lender shall have theright and power to give notices of its security interest in the Collateral,either in the name of the Borrower or in its own name, to endorse all MortgageLoans payable to the order of the Borrower, to change or cause to be changed thebook-entry registration or name of subscriber or Investor, or to receive,endorse and collect all checks made payable to the order of the Borrowerrepresenting any payment on account of the principal of or interest on, or theproceeds of sale of, any of the Mortgage Loans and to give full discharge forthe same.

10.09	Right of Set-Off.  If the Borrower shalldefault in the payment of the Note, any interest accrued thereon, or any othersums which may become payable hereunder when due, or in the performance of anyof its other Obligations under this Agreement, the Lender, shall have the right,at any time and from time to time, without notice, to set-off and to appropriateor apply any and all property or indebtedness of any kind at any time held orowing by the Lender to or for the credit of the account of the Borrower(excluding any monies held by the Borrower in trust for third parties) againstand on account of the Obligations,  irrespective of whether or not the Lendershall have made any demand hereunder and whether or not said Obligations shallhave matured; provided, however, that the Lender shall not beallowed to set-off against funds in accounts with respect to which (i) theBorrower is a trustee or an escrow agent in respect of bona fide third partiesother than Affiliates, and (ii) such trust or escrow arrangement was sodenominated at the time of the creation of such account.  Lender shall notifythe Borrower of any set-off after its exercising of its rights under theprovisions of this Section."

2.	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.

		

	3.	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.

	4.	Representations and Warranties.  TheBorrower hereby certifies that (i) the representations and warranties which itmade in the Warehouse Credit Agreement and the Warehouse Security Agreement aretrue and correct as of the date hereof and (ii) no Event of Default and no eventwhich could 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.

	5.	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:____________________________________

	      President

 

	GMAC Bank

 

	By:____________________________________

	       	

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