E LOAN INC
EXHIBIT
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<TYPE>EX-10.28
<SEQUENCE>11
<FILENAME>exh10-28.htm
<DESCRIPTION>EXHIBIT
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<TITLE>Q3 2003 Exhibit 10.28</TITLE>
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                                           Exhibit 10.28</P>


<B><P ALIGN="CENTER">SIXTEENTH MODIFICATION AGREEMENT</P>
</B><FONT SIZE=2>
<P>&#9;THIS SIXTEENTH MODIFICATION AGREEMENT (the &quot;Agreement&quot;) is made
as of the 10<SUP>th</SUP> day of  September, 2003, by and among E-LOAN, INC.
(the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender"). </P>

<U><P ALIGN="CENTER">BACKGROUND</P>
</U><P ALIGN="CENTER"></P>
</FONT><P ALIGN="JUSTIFY">The Borrower and the Lender entered into a Warehouse
Credit Agreement, dated as of November&nbsp;1,&nbsp;2001, as amended (as so
amended, the &quot;Warehouse Credit Agreement&quot;) pursuant to which the
Lender agreed to make advances (the &quot;Advances&quot;) 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Advances are evidenced by the Borrower's Fourth Amended
and Restated Note, dated as of June 18, 2003 (the &quot;Restated Note&quot;) in
the stated principal amount of $175,000,000 and secured by, among other things,
a Warehouse Security Agreement dated as of November 1, 2001, as amended (as so
amended, the &quot;Warehouse Security Agreement&quot;) between the Borrower and
the Lender granting the Lender a security interest in certain of the Borrower's
assets.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">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.</P>
<FONT SIZE=2><P ALIGN="CENTER"></P>
<P>&#9;</P>
<P>&#9;NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:</P>

<P>&#9;1.&#9;<U>Warehouse Credit Agreement</U>.  The Warehouse Credit Agreement
is hereby amended as follows:</P>
<P ALIGN="JUSTIFY"></P>
</FONT><P> (a)&#9;The definition of &quot;Commitment&quot; contained in Section
1.01 of the Warehouse Credit Agreement is amended to read in full as
follows:</P>
<FONT SIZE=2><P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">""<U>Commitment</U>" shall mean the obligation of the Lender
to make Advances in an aggregate principal amount outstanding at any time not to
exceed $150,000,000, or such other amount as Lender, in its sole discretion, may
determine from time to time."</P>
</DIR>
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</DIR>
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</FONT><P>(b)&#9;The definition of "Expiry Date " contained in Section 1.01 of
the Warehouse Credit Agreement is revised as follows:</P>
<FONT SIZE=2><DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">&quot;&quot;<U>Expiry Date</U>&quot; shall mean the earlier
of (i) November 30, 2003, as such date may be extended upon mutual agreement
between the Borrower and the Lender from time to time, and (ii) the date that is
120 days after the date on which the Lender shall have given the Borrower the
notice referred to in Section 9.13 hereof.&quot;</P>
</DIR>
</DIR>
</DIR>
</DIR>

<P>2.&#9;<U>References to Credit Documents</U>.  Upon the effectiveness of this
Agreement:</P>

</FONT><P ALIGN="JUSTIFY">&#9;&#9;(a)&#9;Each reference in the Warehouse Credit
Agreement to &quot;this Agreement,&quot; &quot;hereunder,&quot;
&quot;hereof,&quot; &quot;herein&quot; 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;</P>
<FONT SIZE=2>
</FONT><P ALIGN="JUSTIFY">&#9;&#9;(b)&#9;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</P>
<FONT SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;&#9;(c)&#9;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.</P>
<P ALIGN="JUSTIFY">&#9;&#9;</P>
<P>&#9;3.&#9;<U>Ratification of Documents</U>.</P>

</FONT><P ALIGN="JUSTIFY">&#9;&#9;(a)&#9;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.</P>
<FONT SIZE=2>
</FONT><P ALIGN="JUSTIFY">&#9;&#9;(b)&#9;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 Lender 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.</P>
<FONT SIZE=2>
<P ALIGN="JUSTIFY">&#9;4.&#9;<U>Representations and Warranties</U>.  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.</P>

<P>&#9;5.&#9;<U>Miscellaneous</U>.</P>

</FONT><P ALIGN="JUSTIFY">&#9;&#9;(a)&#9;This Agreement shall be governed by and
construed according to the laws of the State of Delaware 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.</P>
<FONT SIZE=2>
<P ALIGN="JUSTIFY">&#9;&#9;(b)&#9;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.</P>

<P>&#9;&#9;(c)&#9;This Agreement is intended to take effect as a document under
seal.</P>
</FONT><FONT SIZE=3>
<P>&nbsp;</P>
</FONT><FONT SIZE=2><P>&#9;IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.</P>
</FONT>



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<FONT SIZE=2><P>E-Loan, Inc.<BR>
<BR>
By:__<U>/s/ Joe Kennedy</U>__________________<BR>
President
</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</TD>
<TD WIDTH="48%" VALIGN="TOP">
<FONT SIZE=2><P>GMAC Bank<BR>
<BR>
By:__<U>/s/ ____________________________<BR>
John Doulong<BR>
Senior Vice President
</FONT></TD>
</TR>
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