Q3 2003 Exhibit 10.21





                                           Exhibit 10.21



FIRST AMENDMENT TO SERVICING AND CUSTODIAN AGREEMENT

This FIRST AMENDMENT TO SERVICING AND CUSTODIAN
AGREEMENT is made and entered into as of July 14, 2003 (as it may be
modified, supplemented or amended from time to time in accordance with its
terms, this "Amendment") by and among E-LOAN AUTO FUND ONE,
LLC, a Delaware limited liability company (the "Company"),
E-LOAN, INC., a Delaware corporation, as administrator for the Company
(in such capacity, the "Administrator") and in its individual
capacity (in such capacity, the "Originator") for purposes of
Article X of the Existing Servicing Agreement (as defined below), Systems
& Services Technologies, Inc., a corporation organized under the laws of
the State of Delaware, its permitted successors and assigns (hereinafter
referred to as "SST"), as servicer and custodian (in such
capacities, the "Servicer" and the
"Custodian", respectively) to the Existing Servicing Agreement
(as defined below).

BACKGROUND

WHEREAS, the Company, the Originator, the Administrator
and the Servicer entered into a Servicing and Custodian Agreement dated as of
June 1, 2002 (as amended, supplemented and otherwise modified, the
"Existing Servicing Agreement"), pursuant to which the Servicer
and the Custodian agreed to provide, inter alia, certain portfolio
management services and custodial services on the terms and conditions set forth
therein;

WHEREAS, the parties to the Existing Servicing
Agreement desire to amend the Existing Servicing Agreement to (i) amend a cross
reference in clause I. 6. of Article XV of the Existing Servicing Agreement and
(ii) extend the term of the Existing Servicing Agreement for an additional
year;

NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein contained, the parties hereto agree as follows:


SECTION 1. Defined Terms.  Capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings assigned to
them in the Existing Servicing Agreement.


SECTION 2. Amendment.  Effective upon the execution and
delivery of this Amendment:



	Clause A. of Article XI of the Exiting Servicing
Agreement is hereby amended and restated in its entirety as follows

The term of this Agreement shall be for three (3) years from
the date first written above and will automatically renew for additional
successive one (1) year terms unless the Company or the Servicer shall upon
ninety (90) days written notice elect not to renew the Agreement.


	Clause I. 6. of Article XV of the Exiting Servicing
Agreement is hereby amended and restated in its entirety as
follows:

Without limiting paragraph H. of Article XV, upon written
request of the Secured Party, the Custodian shall take such steps as reasonably
requested by the Secured Party to protect or maintain any security interest the
Secured Party has in any Receivable and the other Serviced Assets, provided
that, as long as the Servicer and the Custodian are the same person, any
extraordinary fees and expenses incurred by the Custodian and, upon the request
of the Company or the Secured Party to retitle or otherwise act to protect or
maintain any security interest in all or substantially all of the Receivables
and the other Serviced Assets, a reasonable fee to compensate the Custodian for
such services will be paid from Collections pursuant to Section 8.1.1(f) or
8.1.2(e), as the case may be, of the Credit Agreement; provided that if a
Servicer Event of Default shall have occurred and been continuing, such
retitling or other actions shall be at the expense of the Custodian;



SECTION 3. Representations, Warranties & Covenants.
Each party hereto hereby confirms that each of its representations, warranties
and covenants set forth in the Existing Servicing Agreement, as amended by this
Amendment, are true and correct as of the date first written above with the same
effect as though each had been made as of such date, except to the extent that
any of such representations, warranties or covenants expressly relate to earlier
dates.  Each party hereto confirms that as of the date hereof its obligations
under the Existing Servicing Agreement, as amended by this Amendment, and the
other Credit Documents are in full force and effect and are hereby
ratified.



	Each of the Servicer and the Custodian represents and
warrants that (i) no Servicer Event of Default has occurred or, event which,
but for the requirement for the giving of notice, lapse of time, or
both, or but for the satisfaction of any other condition subsequent to such
event, would constitute a Servicer Event of Default has occurred, (ii) it
has the power and is duly authorized to execute and deliver this Amendment,
(iii) this Amendment has been duly authorized, executed and delivered and
constitutes the legal, valid and binding obligation of it enforceable against it
in accordance with its terms, (iv) it is and will continue to be duly authorized
to perform its obligations under this Amendment and the other Credit Documents,
(v) the execution, delivery and performance by it of this Amendment does not and
will not require any consent or approval, which has not already been obtained,
from any Governmental Authority, equity owner or any other Person, and (vi) the
execution, delivery and performance by it of this Amendment shall not result in
the breach of, or constitute a default under, any material agreement or
instrument to which it is a party.


	Each of the Servicer and the Custodian hereby acknowledge
and agree to the terms and conditions of the Third Amendment to the Credit
Agreement, dated as of July 14, 2003 (the "Third Amendment"), by
and among the Company, E-Loan, Inc. and the Lender to the Credit
Agreement.

SECTION 4. Conditions Precedent.  As conditions precedent to
the effectiveness of this Amendment (1) each of the parties hereto shall have
executed this Amendment and (2) the Third Amendment shall have been executed and
delivered.


SECTION 5. Severability.  Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.


SECTION 6. Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES; PROVIDED, THAT SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.



SECTION 7.  Miscellaneous.



	The parties hereto hereby agree that the amendments set
forth in this Amendment shall be incorporated into the Existing Servicing
Agreement.  This Amendment constitutes the entire agreement concerning the
subject matter hereof and supercedes any and all written and/or oral prior
agreements, negotiations, correspondence, understandings and
communications.


	Any reference to the Existing Servicing Agreement from
and after the date hereof shall be deemed to refer to the Existing Servicing
Agreement as amended hereby, unless otherwise expressly stated.


	This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.


	This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original but all of
which shall constitute together but one and the same agreement.


	The headings appearing in this Amendment are included
solely for convenience of reference and are not intended to affect the
interpretation of any other provision of this Amendment.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the date first written above.

SERVICER AND CUSTODIAN:



SYSTEMS & SERVICES TECHNOLOGIES, INC.





By:     /s/

Name:   Joseph Booz

Its:   EVP/Secretary


 

COMPANY:



E-LOAN AUTO FUND ONE, LLC





By:     /s/

Name:   Matt Roberts

Its:   Treasurer


 


ORIGINATOR AND ADMINISTRATOR:


E-LOAN, INC.





By:     /s/

Name:   Joseph J. Kennedy

Its:   President













ACKNOWLEDGED AND AGREED:


MERRILL LYNCH BANK USA 





By:___/s/___________________________

Name:  Joseph Magnus

Title:  Director