E LOAN INC
EXHIBIT
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<TYPE>EX-10.154
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<FILENAME>exh10154.htm
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<B><p align="right">
                                            Exhibit 10.154</P></B>


<B><P ALIGN="CENTER">AMENDED AND RESTATED NOTE</P></B>
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<B><P>U S $70,000,000</B></TD>
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<B><P>&#9;Amended and Restated as of December&nbsp;17, 2001</B></TD>
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<B><P>&nbsp;</P>
</B><P>FOR VALUE RECEIVED, E-LOAN, INC., a corporation organized and existing
under the laws of Delaware (the "Borrower"), hereby promises to pay to the order
of GMAC Bank, a federal savings bank (the "Lender"), in lawful money of the
United States of America in immediately available funds on the Expiry Date (as
defined in the Warehouse Credit Agreement) the principal sum of SEVENTY MILLION
United States dollars ($70,000,000), or, if less, the aggregate unpaid principal
amount of all Advances (as defined in the Warehouse Credit Agreement) made by
the Lender to the Borrower pursuant to the Warehouse Credit Agreement.</P>
<P>The Borrower promises also to pay interest on the unpaid principal amount of
each Advance from the date such Advance is made until paid in full, at the
interest rates, and at the times, as specified in the Warehouse Credit
Agreement.</P>
<P>This Amended and Restated Note ("Amended and Restated Note"), amends,
restates and supersedes all prior notes, including that certain Note dated
November&nbsp;1, 2001 in the amount of $50,000,000 ("Original Note").  However,
this Amended and Restated Note shall in no way extinguish the Borrower's
unconditional obligation to repay all Indebtedness as defined in the Warehouse
Credit Agreement dated as of November&nbsp;1, 2001 as amended (as so amended,
the "Warehouse Credit Agreement").  This Note is secured by the Warehouse
Security Agreement dated as of November&nbsp;1, 2001 as amended.</P>
<P>This Note is subject to mandatory prepayment as provided in Section&nbsp;4.02
of the Warehouse Credit Agreement and, in case an Event of Default (as defined
in the Warehouse Credit Agreement) shall occur and be continuing, the principal
of and accrued interest on this Note may be declared to be due and payable in
the manner and with the effect provided in the Warehouse Credit Agreement.</P>
<P>The Borrower hereby waives diligence, presentment, protest, demand or notice
of every kind in connection with this Note.</P>
<P>THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.</P><DIR>
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<P>E-LOAN, INC.</P><DIR>

<P>By:&#9;<U>&#9;</U><BR>
Name:  <U>&#9;</U><BR>
Title:  <U>&#9;</P>
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