E LOAN INC
SEVENTH MODIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>13
<FILENAME>c20432ex10-12.txt
<DESCRIPTION>SEVENTH MODIFICATION AGREEMENT
<TEXT>



                                                                   Exhibit 10.12


                         SEVENTH MODIFICATION AGREEMENT

     THIS MODIFICATION AGREEMENT (the "Agreement") is made as of the 30th day of
November, 2000, by and among E-LOAN, INC. (the "Borrower"), COOPER RIVER FUNDING
INC. (the "Lender") and GE CAPITAL MORTGAGE SERVICES, INC. (the "Agent").

                                   BACKGROUND

     The Borrower, the Lender and the Agent entered into a Warehouse Credit
Agreement dated as of June 24, 1999, as amended (as go mended, 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 Second Amended and Restated
Note dated as of July 28, 1999 (the "Note") in the stated principal amount of
$50,000,000 and secured by, among other things, a Warehouse Security Agreement
dated as of June 24, 1998, as amended (as so amended, the "Warehouse Security
Agreement") between the Borrower and the Agent granting the Agent a security
interest in certain of die Borrower's assets,

     The Borrower has requested that the Lender extend the term of the Lender's
commitment and make certain other modifications to the terms of the Warehouse
Credit Agreement, and the Lender and the Agent have agreed to such modifications
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."

          (b)  Clause (5) of Section 2,01 of the Warehouse Credit Agreement is
amended to read in full as follows:

               "(5) the aggregate principal amount of Advances out -any time
          secured by Eligible Nonconforming Mortgage Lows shall not exceed $
          101000,000 (the "Nonconforming Commitment"),"
<PAGE>


                                                                   Exhibit 10.12

          (c)  Clauses (10) and (11) of Section 2.01 of the Warehouse Credit
Agreement is amended to read in full as follows:

               "(10) the aggregate principal amount of Advances outstanding at
          any time secured by Eligible HELOCs; shall not exceed $10,000,000 (the
          "HELOC Commitment") and (11) the aggregate principal amount of
          Advances outstanding at any time secured by Eligible Nonconforming
          Mortgage Loans and Eligible HELOCs shall not exceed $10,000,000."

          (d)  Section 4.02(s) of the Warehouse Credit Agreement is amended to
read in full as follows:

               "(s) if on any date the aggregate principal amount of Advances
          secured by Eligible Nonconforming Mortgage Loans and Eligible HELOCs
          exceeds $10,000,000, the Borrower shall immediately prepay the
          principal of Advances secured by Eligible Nonconforming Mortgage Loans
          and Eligible HELOCs in an aggregate amount equal to such excess."

     2.   REFERENCES TO WAREHOUSE CREDIT AGREEMENT. Upon the effectiveness of
this Agreement, each reference in the Warehouse Credit Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import, and each
reference in the 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.

     3.   RATIFICATION OF DOCUMENTS.

          (a)  Except as specifically amended herein, 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 shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Lender or the Agent 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.

     4.   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.

                                      -2-
<PAGE>


                                                                   Exhibit 10.12

     5.   MISCELLANEOUS.

          (a)  This Agreement shall be governed by and construed according to
the laws of the State of New York without regard to 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:  /s/ JOSEPH J. KENNEDY
                                                --------------------------------
                                                President

                                           COOPER RIVER FUNDING INC.

                                           By:  /s/ ILLEGIBLE
                                                --------------------------------
                                                Assistant Treasurer

                                           GE CAPITAL MORTGAGE SERVICES, INC.

                                           By:  /s/ ILLEGIBLE
                                                --------------------------------
                                                Vice President

                                      -3-
</TEXT>
</DOCUMENT>
