12312001 Form 10-K Exhbit 10.158






                                            Exhibit 10.158



PROMISSORY NOTE

$300,000,000

March 21, 2002

New York, New York

FOR VALUE RECEIVED, &LOAN, INC., a Delaware corporation (the
"Borrower"), hereby promises to pay to the order of GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC. (the "Lender"), at the principal office of the
Lender at 600 Steamboat Road, Greenwich, Connecticut 06830, in lawful money of
the United States, and in immediately available funds, the principal sum of
THREE HUNDRED MILLION DOLLARS ($300,000,000) (or such lesser amount as shall
equal the aggregate unpaid principal amount of the Advances made by the Lender
to the Borrower under the Loan Agreement), on the dates and in the principal
amounts provided in the

Loan Agreement, and to pay interest on the unpaid principal amount of each
such Advance, at such office, in like money and funds, for the period commencing
on the date of such Advance until such Advance shall be paid in full, at the
rates per annum and on the dates provided in the Loan Agreement.

The date, amount and interest rate of each Advance made by the Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by the Lender on its books and, prior to any transfer of this Note,
endorsed by the Lender on the schedule attached hereto or any continuation
thereof; provided, that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrower to
make a payment when due of any amount owing under the Loan Agreement or
hereunder in respect of the Advances made by the Lender.

This Note is the Note referred to in the Master Loan and Security Agreement
dated as of March 21, 2002 (as amended, supplemented or otherwise modified
and in effect from time to time, the "Loan Agreement") between the
Borrower, and the Lender, and evidences Advances made by the Lender thereunder.
Terms used but not defined in this Note have the respective meanings assigned to
them in the Loan Agreement.

The Borrower agrees to pay all the Lender's costs of collection and
enforcement (including reasonable attorneys' fees and disbursements of Lender's
counsel) in respect of this Note when incurred, including, without limitation,
reasonable attorneys' fees through appellate proceedings.

Notwithstanding the pledge of the Collateral, the Borrower hereby
acknowledges, admits and agrees that the Borrower's obligations under this Note
are recourse obligations of the Borrower to which the Borrower pledges its full
faith and credit.

The Borrower, and any indorsers or guarantors hereof, (a) severally
waive diligence, presentment, protest and demand and also notice of protest,
demand, dishonor and nonpayments of this Note, (b) expressly agree that
this Note, or any payment hereunder, may be extended from time to time, and
consent to the acceptance of further Collateral, the release of any Collateral
for this Note, the release of any party primarily or secondarily liable hereon,
and (c) expressly agree that it will not be necessary for the Lender, in
order to enforce payment of this Note, to first institute or exhaust the
Lender's remedies against the Borrower or any other party liable hereon or
against any Collateral for this Note.  No extension of time for the payment of
this Note, or any installment hereof, made by agreement by the Lender with any
person now or hereafter liable for the payment of this Note, shall affect the
liability under this Note of the Borrower, even if the Borrower is not a party
to such agreement; provided, however, that the Lender and the
Borrower, by written agreement between them, may affect the liability of the
Borrower.

Any reference herein to the Lender shall be deemed to include and apply to
every subsequent holder of this Note.  Reference is made to the Loan Agreement
for provisions concerning optional and mandatory prepayments, Collateral,
acceleration and other material terms affecting this Note.

Any enforcement action relating to this Note may be brought by motion for
summary judgment in lieu of a complaint pursuant to Section 3213 of the New York
Civil Practice Law and Rules.  The Borrower hereby submits to New York
jurisdiction with respect to any action brought with respect to this Note and
waives any right with respect to the doctrine of forum non conveniens with
respect to such transactions.

This Note shall be governed by and construed under the laws of the State
of New York (without reference to choice of law doctrine but with reference to
Section 5-1401 of the New York General Obligations Law, which by its terms
applies to this Note) whose laws the Borrower expressly elects to apply to this
Note.  The Borrower agrees that any action or proceeding brought to enforce or
arising out of this Note may be commenced in the Supreme Court of the State of
New York, Borough of Manhattan, or in the District Court of the United States
for the Southern District of New York.
E-LOAN, INC.
By:

Name:  

Title: