E LOAN INC
EXHIBIT
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<TYPE>EX-10.35
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<FILENAME>exh10-35.htm
<DESCRIPTION>EXHIBIT
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<title>Q3 2002 Exhibit 10.35</title>
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<B><P ALIGN="CENTER">Exhibit 10.35</P>
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<B><P ALIGN="CENTER">SECOND Amended and restated NOTE</P></B>
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<B><P>U S $150,000,000</B></TD>
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<B><P ALIGN="RIGHT">Amended and Restated as of August 21, 2002</B></TD>
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<P>&nbsp;</P>
</B><P ALIGN="JUSTIFY">FOR VALUE RECEIVED, E-LOAN, INC., a corporation organized
and existing under the laws of California (the &quot;Borrower&quot;), hereby
promises to pay to the order of GMAC Bank, a federal savings bank (the
&quot;Lender&quot;), 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 ONE HUNDRED FIFTY MILLION United States
dollars ($150,000,000), 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 ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">This Second Amended and Restated Note (&quot;Second Amended
and Restated Note&quot;), amends, restates and supersedes all prior notes,
including that certain Note dated November 1, 2001 in the amount of $25,000,000
(&quot;Original Note&quot;), as amended and restated from time to time.  The
Original Note as amended and restated from time to time shall collectively be
referred to as the &quot;Note&quot;.  However, the Second Amended and Restated
Note shall in no way extinguish the Borrower's unconditional obligation to repay
all indebtedness evidenced by the Original Note, as amended from time to time.
The Note referred to in the Warehouse Credit Agreement, dated as of November 1,
2001 (&quot;Warehouse Credit Agreement&quot;).  This Note is secured by the
Warehouse Security Agreement.</P>
<P ALIGN="JUSTIFY"> This Note is subject to mandatory prepayment as provided in
Section 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>

<P>By: __________________________</P>
<P>Name:&#9; </P>
<P>Title:&#9;</P></DIR>
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