12312001 Form 10-K Exhbit 10.153






                                            Exhibit 10.153




SECOND MODIFICATION AGREEMENT

THIS SECOND MODIFICATION AGREEMENT (the "Agreement") is made as of the
17th day of December, 2001, 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 Credit Agreement,
dated as of November 1, 2001, as amended (as so amended, the "Warehouse
Credit Agreement") pursuant to which the Lender agreed to make advances (the
"Advances") to the Borrower in accordance with the provisions of the Warehouse
Credit Agreement. All capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Warehouse Credit Agreement.

The Advances are evidenced by the Borrower's Note, dated as of
November 1, 2001 (the "Note") in the stated principal amount of $50,000,000
and secured by, among other things, a Warehouse Security Agreement dated as of
November 1, 2001, as amended (as so amended, the "Warehouse Security
Agreement") between the Borrower and the Lender granting the Lender a security
interest in certain of the Borrower's assets.

The Borrower has requested that the Lender make certain modifications to the
terms of the Warehouse Credit Agreement, and the Lender has agreed to such
modification, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:

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

(a)The definition of "Commitment" contained in Section 1.01 of the
Warehouse Credit Agreement is amended to read in full as follows:
""Commitment" shall mean the obligation of the Lender to make Advances
in an aggregate principal amount outstanding at any time not to exceed
$50,000,000, or such other amount as Lender, in its sole discretion, may
determine from time to time, provided that during the period of
December 17, 2001 through February 17, 2002, Commitment shall be
increased to $70,000,000."





(b)Section 3.01(d) is hereby added to the Warehouse Credit Agreement
and shall read in full as follows:
"(d)The Borrower shall pay the Lender a commitment fee (the "Commitment
Fee") in an amount equal to .25% per annum of the Commitment increase in effect
from December 17, 2001 through February 17, 2002.  The Commitment Fee
shall be due and payable monthly in advance on the Effective Date and on the
fifth Business Day in each calendar month thereafter with respect to the
Commitment Fee accruing during such calendar month."





2.Note.  The Note shall be amended and restated to provide that
the principal amount thereof is Seventy Million United States dollars
($70,000,000).

3.References to Credit Documents.  Upon the effectiveness of this
Agreement:

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

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

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

4.Ratification of Documents.

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

(b)The execution, delivery and effectiveness of this Agreement and the
Restated Note shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the leader under the Warehouse Credit
Agreement, the Note or the Warehouse Security Agreement nor constitute a waiver
of any default or Event of Default under the Warehouse Credit Agreement, the
Note or the Warehouse Security Agreement.

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

6.Miscellaneous.

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

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

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

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
E-LOAN, INC.
By:

President


GMAC Bank
By: