Exhibit 10.97

                                February 22, 2001

E-Loan, Inc.
5875 Arnold Blvd., Suite 100
Dublin, California 94568

Attention:  Mr. Steven M. Majerus

         Re:  E-LOAN -- SECURITIZATION COMMITMENT

Dear Steve:

       Reference is hereby made to the Master Loan and Security  Agreement dated
as of May 10, 1999, as amended  through and including the date hereof (the "Loan
Agreement")  between E-Loan,  Inc.  ("E-Loan") and Greenwich  Capital  Financial
Products,  Inc.  ("Greenwich").  Capitalized  terms used but not defined  herein
shall have the meanings set forth in the Loan Agreement.

       Pursuant to the Loan  Agreement,  Greenwich has agreed to provide interim
funding to E-Loan for the origination and acquisition of certain Mortgage Loans.
In consideration therefore, and other consideration, the receipt and sufficiency
of which  are  hereby  acknowledged,  E-Loan  hereby  grants  Greenwich  and its
affiliates the right to act as its exclusive lead underwriter/placement agent in
accordance  with the terms and  conditions set forth in the Summary of Terms set
forth in EXHIBIT A hereto. The provisions and conditions of the Summary of Terms
set forth in EXHIBIT A are  incorporated  herein by reference  and shall be made
part hereof as though set forth  herein in full.  The  appointment  of Greenwich
gives   Greenwich  the  right,   BUT  NOT  THE   OBLIGATION,   to  act  as  such
underwriter/placement agent.

       This letter  agreement  sets forth the entire  agreement of Greenwich and
E-Loan  with  respect to the  subject  matter  hereof and  supersedes  all prior
discussions and correspondence  between Greenwich and E-Loan with respect to the
subject matter hereof.  This letter  agreement  shall be governed by the laws of
the  State of New York  governing  contracts  made and to be  performed  in such
state,  without  giving  effect to  principles  of conflicts of law. This letter
agreement may be executed in any number of counterparts,  each of which shall be
deemed to be an  original  and all of which  together  shall be deemed  the same
document. This letter agreement may not be amended or modified except in writing
signed by both E-Loan and Greenwich.

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                                                                   Exhibit 10.97


Mr. Steven M. Majerus
February 22, 2001
Page Two


       Please  acknowledge  your  agreement  to the  foregoing  by  signing  and
returning the enclosed copy of this letter to the  undersigned.  This  agreement
shall become  effective upon receipt by Greenwich of your signed  acknowledgment
to the  terms  of this  letter  and  will  survive  the  expiration  of the Loan
Agreement.

                                       Sincerely,


                                       /s/ MICHAEL PILLARI
                                       -----------------------------------------
                                       Michael Pillari
                                       Senior Vice President

Agreed and Accepted as of the Date First Above Written:

E-LOAN, INC.

By: /s/ STEVEN M. MAJERUS
    ---------------------------------------
    Name: Steven M. Majerus
    Title: VP
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                                                                   Exhibit 10.97


                                                                       EXHIBIT A

                                  E-LOAN, INC.

                             SECURITIZATION FACILITY

                                SUMMARY OF TERMS

Loans:             The  loans  eligible  for the  Securitization  Facility  (the
                   "Loans") are mortgage loans originated or purchased by E-Loan
                   which  create a first lien on the related  real  property and
                   are   underwritten   according  to  guidelines   approved  by
                   Greenwich,  and which are  otherwise  acceptable to Greenwich
                   and Greenwich Capital Markets, Inc. ("GCM").

Agent:             E-Loan hereby  appoints GCM as its exclusive  lead manager in
                   connection  with the  disposition of Loans in an amount equal
                   to  the  Facility  Amount  (as  described   below).  In  such
                   capacity,   GCM  shall  act  as  purchaser,   underwriter  or
                   placement agent, as mutually agreed.

Co-managers:       E-Loan  may  designate  one  or  more   co-managers  for  the
                   securitization   of  any  Loans   under  the   Securitization
                   Facility;   PROVIDED,   HOWEVER,  the  amount  of  securities
                   allocated to  any co-manager  will  not reduce  the  Facility
                   Amount.

Facility Amount:   The  first  $350  million  of  securities  secured  by  Loans
                   originated  or purchased by the Company and not sold or under
                   contract for sale prior to the date hereof.

Fees:              E-Loan hereby agrees to pay GCM a placement/underwriting  fee
                   in an amount equal to then-applicable  placement/underwriting
                   fees charged by GCM for  securitizations  of loans similar to
                   the  Loans.  The  aggregate  proceeds  of the  sale of  Loans
                   pursuant  to a  securitization  transaction  will be applied,
                   first,  to repay  Greenwich,  GCM and  their  affiliates  all
                   amounts owing under any financing  arrangement  or repurchase
                   agreement with E-Loan or its affiliates.

Duties:            E-Loan acknowledges that GCM and its affiliates are acting in
                   an independent capacity in connection with the Securitization
                   facility,  as not as an agent or  fiduciary  of E-Loan or any
                   other person.

Documentation:     The parties will work together to obtain  mutually  agreeable
                   documentation   in   connection   with  each   securitization
                   transaction.   Among  other   things,   E-Loan  will  provide
                   representations  and  warranties  and  repurchase   covenants
                   regarding  the Loans which are  reasonably  acceptable to GCM
                   and  applicable  rating  agencies.  The parties  will execute
                   GCM's  standard



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                                                                   Exhibit 10.97

                   form of underwriting agreement or placement agency agreement,
                   which  agreement  will provide, among other  things,  for the
                   indemnification of GCM, its affiliates, directors,  officers,
                   employees,  agents, consultants  and  counsel  under  certain
                   circumstances.

Cooperation:       The  Company  will  cooperate  fully  with  GCM as and to the
                   extent reasonably requested by GCM to effect a securitization
                   transaction  of the Loans.  The Company will furnish GCM with
                   all financial and other information concerning the Company as
                   GCM  deems  reasonably  appropriate  in  connection  with the
                   performance of the services  contemplated  by this letter and
                   in that connection  will provide GCM with  reasonable  access
                   during  normal  business  hours  to the  Company's  officers,
                   directors, employees, accountants, and other representatives.
                   The Company  acknowledges and confirms that GCM (i) will rely
                   on  such  information  in the  performance  of  the  services
                   contemplated    by   this   letter   without    independently
                   investigating  or  verifying  any of it, and (ii)  assumes no
                   responsibility  for  the  accuracy  or  completeness  of such
                   information.

Expenses:          The Company  shall pay all fees and expenses  relating to any
                   sale or securitization of Loans, including but not limited to
                   the fees and disbursements of legal counsel  (including GCM's
                   counsel, and investors' counsel in any private placement,  if
                   retained),  rating agency fees, credit  enhancement fees, SEC
                   registration  fees  (or  equivalent  ratable  fees  of a  GCM
                   affiliate   in  lieu  thereof  if  such   affiliate's   shelf
                   registration is used),  trustee fees, and customary auditors'
                   fees and due diligence expenses.

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