Exhibit 10.21

SECOND AMENDMENT TO SERVICING AND CUSTODIAN AGREEMENT

This**SECOND AMENDMENT TO SERVICING AND CUSTODIANAGREEMENT**is made and entered into as of July 14, 2003 (as it may bemodified, supplemented or amended from time to time in accordance with itsterms, 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 individualcapacity (in such capacity, the "Originator") for purposes ofArticle X of the Existing Servicing Agreement (as defined below), **Systems& Services Technologies, Inc.**, a corporation organized under the laws ofthe State of Delaware, its permitted successors and assigns (hereinafterreferred to as "SST"), as servicer and custodian (in suchcapacities, the "Servicer" and the"Custodian", respectively) to the Existing Servicing Agreement(as defined below).

BACKGROUND

WHEREAS, the Company, the Originator, the Administratorand the Servicer entered into a Servicing and Custodian Agreement dated as ofJune 1, 2002 (as amended, supplemented and otherwise modified, the"Existing Servicing Agreement"), pursuant to which the Servicerand the Custodian agreed to provide, *inter alia*, certain portfoliomanagement services and custodial services on the terms and conditions set forththerein;

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

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

Defined Terms
.  Capitalized terms used in thisAmendment and not otherwise defined herein shall have the meanings assigned tothem in the Existing Servicing Agreement.

Amendment
.  Effective upon the execution anddelivery of this Amendment:

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

The term of this Agreement shall be for three (3) years fromthe date first written above and will automatically renew for additionalsuccessive one (1) year terms unless the Company or the Servicer shall uponninety (90) days written notice elect not to renew the Agreement.
Clause I. 6. of Article XV of the Exiting ServicingAgreement is hereby amended and restated in its entirety asfollows:

Without limiting paragraph H. of Article XV, upon writtenrequest of the Secured Party, the Custodian shall take such steps as reasonablyrequested by the Secured Party to protect or maintain any security interest theSecured Party has in any Receivable and the other Serviced Assets, providedthat, as long as the Servicer and the Custodian are the same person, anyextraordinary fees and expenses incurred by the Custodian and, upon the requestof the Company or the Secured Party to retitle or otherwise act to protect ormaintain any security interest in all or substantially all of the Receivablesand the other Serviced Assets, a reasonable fee to compensate the Custodian forsuch services will be paid from Collections pursuant to Section 8.1.1(f) or8.1.2(e), as the case may be, of the Credit Agreement; provided that if aServicer Event of Default shall have occurred and been continuing, suchretitling or other actions shall be at the expense of the Custodian;

Representations, Warranties & Covenants
.Each party hereto hereby confirms that each of its representations, warrantiesand covenants set forth in the Existing Servicing Agreement, as amended by thisAmendment, are true and correct as of the date first written above with the sameeffect as though each had been made as of such date, except to the extent thatany of such representations, warranties or covenants expressly relate to earlierdates.  Each party hereto confirms that as of the date hereof its obligationsunder the Existing Servicing Agreement, as amended by this Amendment, and theother Credit Documents are in full force and effect and are herebyratified.

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

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

Conditions Precedent
.  As conditions precedent tothe effectiveness of this Amendment (1) each of the parties hereto shall haveexecuted this Amendment and (2) the Third Amendment shall have been executed anddelivered.

Severability
.  Any provision of this Amendmentwhich is prohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions of this Amendmentor affecting the validity or enforceability of such provision in any otherjurisdiction.

Governing Law
.  THIS AMENDMENT SHALL BE CONSTRUEDIN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUTREGARD TO CONFLICT OF LAW PRINCIPLES; 
PROVIDED
, THAT SECTIONS 5-1401 AND5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS,RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK.

Miscellaneous
.  

The parties hereto hereby agree that the amendments setforth in this Amendment shall be incorporated into the Existing ServicingAgreement.  This Amendment constitutes the entire agreement concerning thesubject matter hereof and supercedes any and all written and/or oral prioragreements, negotiations, correspondence, understandings andcommunications.

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

This Amendment shall be binding upon and shall beenforceable by parties hereto and their respective successors and permittedassigns.

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

The headings appearing in this Amendment are includedsolely for convenience of reference and are not intended to affect theinterpretation of any other provision of this Amendment.

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

SERVICER AND CUSTODIAN:**