Exhibit 10.23

                                                                       EXECUTION


                       SERVICING AND CUSTODIAN AGREEMENT


                                     AMONG


                           E-LOAN AUTO FUND ONE, LLC


                                      AND


                     SYSTEMS & SERVICES TECHNOLOGIES, INC.


                                      AND


                                  E-LOAN, INC.
                               (AS ADMINISTRATOR)


                            DATED AS OF JUNE 1, 2002














      *SCHEDULES AND EXHIBITS OMITTED AS NON-MATERIAL AND WILL BE PROVIDED
                 IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K.

<PAGE>


                      SYSTEMS & SERVICES TECHNOLOGIES, INC.
                        SERVICING AND CUSTODIAN AGREEMENT

         This  Servicing and Custodian  Agreement (the  "AGREEMENT")  is entered
into as of the 1st day of June,  2002 between  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),  and E-Loan  Auto Fund One,  LLC, a  Delaware  limited  liability
company, its permitted  successors and assigns  (hereinafter  referred to as the
"COMPANY"). E-LOAN, Inc., a corporation organized under the laws of the State of
Delaware,  joins in this  Agreement  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 hereof.

                                R E C I T A L S:

         WHEREAS, the Servicer provides portfolio management services, including
loan  administration,   payment  collection  and  processing,   insurance  claim
processing, custodial services and financial reporting to financial institutions
in connection with Serviced Assets (as hereinafter defined);

         WHEREAS,  the Company will,  from time to time,  purchase,  inter alia,
Serviced  Assets  from  the  Originator  pursuant  to a  Contribution  and  Sale
Agreement  between the Company and the Originator  dated as of June 1, 2002 (the
"CONTRIBUTION  AND SALE  AGREEMENT") and the Company  pledges,  inter alia, such
Serviced  Assets  to  the  Secured  Party  pursuant  to  that  certain  Security
Agreement,  dated as of June 1, 2002 (the  "SECURITY  AGREEMENT"),  between  the
Company and Merrill Lynch Bank USA (the "SECURED PARTY");

         WHEREAS,  in  contemplation  of the Company's  purchase of the Serviced
Assets, the Company desires to appoint the Servicer (on behalf of itself and the
Secured Party) to service the Serviced Assets on the terms provided herein until
the Receivables are paid in full or otherwise  terminated,  or until the Company
relinquishes its ownership interest in such Serviced Assets; and

         WHEREAS,  the Company has assigned this  Agreement to the Secured Party
under  the  Security  Agreement,  and the  Secured  Party  is  intended  to be a
third-party  beneficiary of this Agreement with the right to exercise all rights
and remedies of the Company under this Agreement;

         NOW  THEREFORE,  in  consideration  of the  foregoing,  other  good and
valuable consideration, and the mutual terms and covenants contained herein, the
parties hereto agree as follows:


<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

         In this Agreement,  unless the context otherwise requires,  capitalized
terms used and not otherwise  defined herein shall have the respective  meanings
attributed to such terms in APPENDIX A hereto or, if not defined herein,  in the
Credit Agreement.

                                   ARTICLE II
                        NATURE AND SCOPE OF RELATIONSHIP

         SST agrees to assume the duties of the servicer, acting for the benefit
of the Company and the Secured  Party (as assignee and pledgee of the  Company),
and custodian,  on behalf of the Secured  Party,  as described in this Agreement
and the attached  EXHIBIT A in connection with the  Receivables,  the other Sold
Assets  and  the  Receivables  Files   (collectively,   the  "Serviced  Assets")
designated by the Administrator (on behalf of the Company) to be serviced by the
Servicer (including, without limitation, managing, servicing,  administering and
collecting on the Receivables  and other Sold Assets).  In performing its duties
under this Agreement,  the Servicer shall report to such officers,  employees or
agents of the Company and the Secured Party as they may  designate  from time to
time.

         The  Servicer,  for the  benefit of the Company  and its  assignees  or
pledgees  (including the Secured Party),  shall: (i) act prudently in accordance
with customary and usual  servicing  procedures for  institutions  which service
receivables  similar to the  Serviced  Assets;  (ii) comply with all  applicable
federal,  state and local laws and  regulations  governing  the Servicer and the
Serviced Assets; (iii) to the extent more exacting, use and exercise that degree
of skill  and  attention  that the  Servicer  exercises  from  time to time with
respect to all comparable motor vehicle  receivables that it services for itself
or others and (iv) and otherwise act with respect to the Serviced Assets in such
manner as will  maximize  the amount to be received by the Company  with respect
thereto (the "SERVICING STANDARD").

         The Servicer's duties shall include, without limitation, collecting and
posting of all payments, responding to inquiries of Obligors on the Receivables,
investigating delinquencies, sending payment invoices to Obligors, reporting any
required tax information to Obligors, monitoring the Serviced Assets, accounting
for  Collections  and  furnishing  monthly and annual  statements to the Company
(with a copy to the Secured Party) with respect to distributions  and performing
the other duties specified herein (including, without limitation, the duties set
forth on EXHIBIT A).

         The Servicer  shall  receive the fees as outlined in SCHEDULE 1 as full
compensation for its services  hereunder.  The  Administrator  (on behalf of the
Company),  with the prior written  consent of the Secured Party,  may reasonably
request the Servicer to modify or supplement the Servicer's duties or methods of
performing  those duties provided that the Company shall compensate the Servicer
at a reasonable fee for any increase in expense  experienced by the Servicer due
to such  requests.  Any such  modification  or  supplement  must be agreed to in
writing by the Servicer and the Company and acknowledged and consented to by the
Originator and the Secured Party.


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<PAGE>

         Notwithstanding  the  foregoing  and for the  avoidance  of doubt,  the
Servicer  shall not be required to service any Inactive  Receivables  under this
Agreement.  The only obligation that the Servicer shall have with respect to the
Inactive  Receivables  shall  be to post  payments  received  from  Obligors  in
connection with deficiency account balances.

                                  ARTICLE III
                ERRORS AND OMISSIONS AND BLANKET CRIME INSURANCE

         The Servicer  shall  maintain,  at its own  expense,  (i) an errors and
omissions  insurance  policy and (ii) a blanket  crime  policy,  in each case in
accordance with industry  standards for  receivables  similar to the Receivables
and with broad  coverage  with  established  insurance  companies,  covering all
officers,  employees  or other  persons  acting on behalf of the Servicer in any
capacity with regard to the Serviced  Assets to handle funds,  money,  documents
and papers  relating to the Serviced  Assets.  The Servicer shall provide to the
Company and the  Secured  Party from time to time a copy of such  policies  upon
their request therefor. Any such insurance shall protect and insure the Servicer
against  losses,  including  forgery,  theft,  embezzlement,  fraud,  errors and
omissions and  negligent  acts of such persons and shall be maintained in a form
and amount that would meet the requirements of prudent loan servicing  companies
servicing automobile receivables.

         No  provision  of this  Article  III  requiring  such  insurance  shall
diminish or relieve the Servicer from its duties and obligations as set forth in
this  Agreement.  The Servicer shall cause each and every one of its third party
vendors engaged as permitted under this Agreement  (including EXHIBIT A hereto),
if any, to maintain a policy of insurance  covering  errors and omissions  which
would meet the above stated requirements. Upon the request of the Company or the
Secured  Party,  the  Servicer  shall  cause to be  delivered  to such  person a
certificate  evidencing  coverage under such errors and omissions and/or blanket
crime  policies.  Notwithstanding  the foregoing,  the Servicer will give prompt
written  notice to the Company and the Secured Party if the  insurance  coverage
maintained  by the  Servicer  pursuant to this Section is modified or amended in
any way that would be adverse to the Company or the Secured Party.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

A.       REPRESENTATIONS AND WARRANTIES OF SERVICER

         1.    The Servicer is a corporation  duly organized,  validly  existing
               and in good standing  under the laws of the State of Delaware and
               is duly  qualified  to do  business,  and is in good  standing in
               every  jurisdiction in which the nature of its business  requires
               it to be so qualified;  it is or will be in  compliance  with the
               laws of  each  state  to the  extent  necessary  to  perform  its
               obligations under this Agreement. The Servicer has full power and
               authority  to enter  into  this  Agreement  and to carry  out the
               provisions of this Agreement.

         2.    This  Agreement  and all other  instruments  or  documents  to be
               delivered  hereunder  or pursuant  hereto,  and the  transactions
               contemplated  hereby,  have been duly authorized by all necessary
               corporate  proceedings  of the Servicer.  This


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<PAGE>

               Agreement has been duly and validly executed and delivered by the
               Servicer  and is a valid and  legally  binding  agreement  of the
               Servicer enforceable in accordance with its terms.

         3.    The  execution  and  delivery of this  Agreement  by the Servicer
               hereunder and the  compliance by the Servicer with all provisions
               of this  Agreement do not conflict with or violate any applicable
               law,  regulation or order and do not conflict with or result in a
               breach of or default  under any of the terms or provisions of any
               contract  or  agreement  to which the  Servicer  is subject or by
               which it or its  property  is  bound,  nor does  such  execution,
               delivery or compliance  violate the Certificate of  Incorporation
               or By-laws of the Servicer.

         4.    This Agreement  constitutes a legal, valid and binding obligation
               of the Servicer  enforceable in accordance with its terms, except
               as  enforceability  may be  limited  by  bankruptcy,  insolvency,
               reorganization,  or other similar laws affecting the  enforcement
               of creditors'  rights  generally and by equitable  limitations on
               the availability of specific remedies, regardless of whether such
               enforceability is considered in a proceeding in equity or at law.

         5.    There are no  proceedings  or  investigations  pending or, to the
               Servicer's knowledge, threatened against the Servicer, before any
               court,  regulatory body,  administrative agency or other tribunal
               or  governmental  instrumentality  having  jurisdiction  over the
               Servicer or its  properties  (A) asserting the invalidity of this
               Agreement or any of the Credit Documents,  (B) seeking to prevent
               the consummation of any of the transactions  contemplated by this
               Agreement  or any of the Credit  Documents,  or (C)  seeking  any
               determination  or ruling  that  might  materially  and  adversely
               affect the performance by the Servicer of its obligations  under,
               or the validity or  enforceability  of, this  Agreement or any of
               the Credit  Documents  or (D) that could have a material  adverse
               effect on the Serviced Assets.

         6.    The  Servicer is not  required to obtain the consent of any other
               party or any  consent,  license,  approval or  authorization,  or
               registration  or declaration  with, any  governmental  authority,
               bureau or  agency in  connection  with the  execution,  delivery,
               performance,  validity or  enforceability of this Agreement which
               has not already been obtained.

         7.    The Servicer has in place the errors and omissions and/or blanket
               crime policies required to be maintained pursuant to Article III.

B.       REPRESENTATIONS AND WARRANTIES OF COMPANY AND ADMINISTRATOR

         1.    The  Company  is a  limited  liability  company  duly  organized,
               validly existing and in good standing under the laws of the State
               of  Delaware.  The Company has full power and  authority to enter
               into  this  Agreement  and to carry  out the  provisions  of this
               Agreement.

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<PAGE>

         2.    This  Agreement  and all other  instruments  or  documents  to be
               delivered  hereunder  or pursuant  hereto,  and the  transactions
               contemplated  hereby,  have been duly authorized by all necessary
               limited  liability  company  proceedings  of  the  Company.  This
               Agreement has been duly and validly executed and delivered by the
               Company and assuming due authorization, execution and delivery by
               the  Company,  this  Agreement  is a valid  and  legally  binding
               agreement  of the  Company  enforceable  in  accordance  with its
               terms.

         3.    The  execution  and  delivery  of this  Agreement  by the Company
               hereunder and the  compliance by the Company with all  provisions
               of this  Agreement do not conflict with or violate any applicable
               law,  regulation or order and do not conflict with or result in a
               breach of or default  under any of the terms or provisions of any
               contract  or  agreement  (including,   without  limitation,   the
               Administration  Agreement)  to which the Company is subject or by
               which it or its  property  is  bound,  nor does  such  execution,
               delivery or  compliance  violate the  Limited  Liability  Company
               Agreement or the Certificate of Formation of the Company.

         4.    With respect to each  Receivable  designated  to the Servicer for
               servicing pursuant to this Agreement,  the Originator  represents
               and warrants that such Receivable:

               a)   complies   with  all   federal  and  state  laws  and  legal
                    requirements applicable to the Receivables; and

               b)   was originated in connection with the sale of a Vehicle to a
                    person or the refinancing of such a Vehicle; and

               c)   represents a bona fide  obligation  of the related  Obligor;
                    and

               d)   was originated,  or purchased from a person,  in the regular
                    course of business; and

               e)   represents  a debt  that  has not  been  satisfied,  and the
                    Obligor has not been released  from  liability on all or any
                    portion of the Receivable; and

               f)   is secured by a valid and perfected first priority  security
                    interest in a Vehicle titled or registered in a State of the
                    United States or the District of Columbia; and

               g)   has not been discharged in bankruptcy,  and is not otherwise
                    legally non-collectable; and

               h)   is one as to which  (i) the  property  which is the  subject
                    thereof  is owned by and in the  possession  of the  related
                    Obligor,  (ii)  there  are  no  defenses,  counterclaims  or
                    set-offs  on the part of such  Obligor  against  the amounts
                    payable,  and (iii)  there have been no  representations  or
                    warranties  made  to  such  Obligor  not  contained  in  the
                    documents evidencing or related to the Receivable.

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<PAGE>

         5.    With respect to each  Receivable  designated  to the Servicer for
               servicing  pursuant to this  Agreement on any Transfer  Date, the
               Originator  represents and warrants that (a) such Receivable will
               not cause the then outstanding aggregate principal balance of the
               Contracts  to be serviced by the  Servicer  under this  Agreement
               that have a FICO score  between  640 and 679 to exceed 15% of the
               then outstanding  aggregate principal balance of all Contracts to
               be serviced by the Servicer under this Agreement and (b) the FICO
               score related to such Receivable is equal to or greater than 640.

         The representations  and warranties  contained in this Article IV shall
survive the execution of this Agreement

                                   ARTICLE V
                           SERVICER EVENTS OF DEFAULT

         If any  one  of the  following  events  (each,  a  "SERVICER  EVENT  OF
DEFAULT") shall occur and be continuing:

A.       Any failure by the Servicer to deposit into the Collection  Account any
         proceeds or payment required to be so delivered under the terms of this
         Agreement  within  one (1)  Business  Day after the  Servicer  receives
         written notice of such failure;

B.       Failure  on the part of the  Servicer  to  observe or to perform in any
         material  respect any other  covenants or agreements  set forth in this
         Agreement,  which  failure  shall  adversely  affect  the rights of the
         Company and continue  unremedied for a period of thirty (30) days after
         the date on which  written  notice  of such  failure  shall  have  been
         received by the Servicer;

C.       (1)  The  Servicer  or its  parent  shall  commence  a  voluntary  case
         concerning  itself  under Title 11 of the United  States Code  entitled
         "Bankruptcy"  as now or hereafter in effect,  or any successor  thereto
         (the  "BANKRUPTCY  CODE"),  (2) a custodian is appointed  for, or takes
         charge of, all or any substantial  part of the property of the Servicer
         or its  parent,  (3) the  Servicer  or its parent  commences  any other
         proceeding under any reorganization,  arrangement,  adjustment of debt,
         relief of debtors,  dissolution,  insolvency or  liquidation or similar
         law of any jurisdiction  whether now or hereafter in effect relating to
         the  Servicer  or  its  parent,  (4)  the  Servicer  or its  parent  is
         adjudicated insolvent or bankrupt, (5) the Servicer or its parent makes
         a general assignment for the benefit of creditors,  (6) the Servicer or
         its parent  shall fail to pay, or shall state that it is unable to pay,
         or shall be unable to pay, its debts  generally as they become due, (7)
         the Servicer or its parent shall call a meeting of its creditors with a
         view to arranging a composition or adjustment of its debts,  or (8) the
         Servicer or its parent  shall by any act or failure to act indicate its
         consent to, approval of or acquiescence in any of the foregoing;

D.       An involuntary case under the Bankruptcy Code is commenced  against the
         Servicer  or its parent  and is not  dismissed  within  sixty (60) days
         after  commencement  of the  case or  there is  commenced  against  the
         Servicer or its parent any other proceeding  under any  reorganization,
         arrangement,  adjustment  of  debt,  relief  of  debtors,  dissolution,
         insolvency


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<PAGE>

         or  liquidation  or  similar  law of any  jurisdiction  whether  now or
         hereafter  in effect  relating  to the  Servicer  or its  parent  which
         remains undismissed for a period of sixty (60) days;

E.       Any breach by the  Servicer  of any  representation  or warranty as set
         forth in  Article  IV(A)  and  such  breach  shall  not be cured in all
         material respects within thirty (30) consecutive days after the earlier
         of (i) receipt of written  notice from the Company or the Secured Party
         to the Servicer or (ii) upon discovery by the Servicer;

F.       Any  representation,  warranty,  certification or statement made by the
         Servicer in this Agreement or in any certificate or report delivered by
         it pursuant to this Agreement shall prove to have been incorrect in any
         material  respect  when made or deemed made and such error shall not be
         cured in all material  respects  within  thirty (30)  consecutive  days
         after the earlier of (i) receipt of written  notice from the Company or
         the  Secured  Party  to the  Servicer  or (ii)  upon  discovery  by the
         Servicer;

G.       The Servicer shall materially modify the Credit and Collection  Policy,
         unless it has given  the  Secured  Party  prompt  notification  of such
         modification   and  the  Company  has   determined  in  its  reasonable
         discretion  that such  modification  is not  materially  adverse to the
         Company or the  Secured  Party,  PROVIDED  that no  "Servicer  Event of
         Default" shall have occurred and be continuing if the Servicer reverses
         any modifications to the Credit and Collection Policy determined by the
         Company or the Secured Party to be materially adverse;

H.       There shall have occurred a Material Adverse Change with respect to the
         Servicer since the end of the last fiscal year ending prior to the date
         of its  appointment as the Servicer  hereunder or any other event shall
         have occurred which,  in the  commercially  reasonable  judgment of the
         Secured Party,  materially and adversely affects the Servicer's ability
         to either  collect the  Receivables  or to perform under this Agreement
         and such  Material  Adverse  Change  shall not be cured in all material
         respects within thirty (30)  consecutive  days after the earlier of (i)
         receipt of written  notice from the Company or the Secured Party to the
         Servicer or (ii) upon discovery by the Servicer;

I.       Failure of the Servicer or any  Subsidiary  of the Servicer to pay when
         due any amounts due under any  agreement  to which any such person is a
         party and under which any Debt greater than $5,000,000 is governed;  or
         the default by the  Servicer or any  Subsidiary  of the Servicer in the
         performance  of any  term,  provision  or  condition  contained  in any
         agreement  to which any such person is a party and under which any Debt
         owing by the Servicer or any  Subsidiary  of the Servicer  greater than
         such  respective  amounts was  created or is  governed,  regardless  of
         whether such event is an "event of default" or "default" under any such
         agreement;  or any Debt owing by the Servicer or any  Subsidiary of the
         Servicer  greater than such respective  amounts shall be declared to be
         due and payable or  required  to be prepaid  (other than by a regularly
         scheduled payment) prior to the date of maturity thereof;

J.       Any  failure  by  the   Servicer  to  deliver  any  monthly  or  annual
         certification  or statement  required to be  delivered  pursuant to the
         terms of this  Agreement  within  three  (3)  Business  Days  after the
         earlier  of (i)  receipt  of  written  notice  from the  Company or the
         Secured


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<PAGE>

         Party to the Servicer or (ii) upon  discovery by the Servicer that such
         certification  or  statement  has not been  delivered,  but in no event
         later  than the next  Payment  Date  following  the date on which  such
         certification or statement was required to have been delivered; and

K.       Any  merger  or  consolidation  of  the  Servicer  (including,  without
         limitation,  any conveyance,  transfer or lease of substantially all of
         its assets to another  person)  that has not been  consented  to by the
         Company or if JPMorgan  Chase Bank or one of its  affiliates  no longer
         owns the Servicer and such change in control has not been  consented to
         by the Company and the Secured Party.

then,  and in each and every  case and so long as a  Servicer  Event of  Default
described  above  shall not have been  remedied,  the  Secured  Party  (and upon
satisfaction  and  discharge  of the  Company's  obligations  under  the  Credit
Documents, including, without limitation, due discharge of the security interest
of the Secured Party in, to and under the  collateral  pledged by the Company to
the Secured  Party under the Security  Agreement,  the Company)  may, by written
notice to the Servicer (except in the event of a Servicer Event of Default under
paragraphs C and D of this Article V,  whereupon no notice will be necessary and
notice  will be deemed  given  immediately  before  the  occurrence  of any such
Servicer  Event of Default),  terminate all of the rights of the Servicer  under
this  Agreement;  PROVIDED,  HOWEVER,  that  the  obligations  of  the  Servicer
hereunder shall continue until the appointment of a successor Servicer.

         On or after the receipt by the Servicer of such written  notice or upon
termination of the term of the Servicer and appointment of a successor Servicer,
all authority,  power,  obligations and  responsibilities  of the Servicer under
this  Agreement,  whether with respect to the  Receivables or the other Serviced
Assets or  otherwise,  automatically  shall  pass to,  be  vested in and  become
obligations  and  responsibilities  of a  successor  Servicer  appointed  by the
Company; PROVIDED,  HOWEVER, that the successor Servicer shall have no liability
with  respect  to any  obligation  which was  required  to be  performed  by the
terminated  Servicer prior to the date that the successor  Servicer  becomes the
Servicer or any claim of a third  party based on any alleged  action or inaction
of the terminated  Servicer.  The successor Servicer is authorized and empowered
by this Agreement to execute and deliver, on behalf of the terminated  Servicer,
as  attorney-in-fact  or otherwise,  any and all documents and other instruments
and to do or accomplish  all other acts or things  necessary or  appropriate  to
effect the  purposes  of such notice of  termination.  The  terminated  Servicer
agrees to cooperate with the successor  Servicer in effecting the termination of
the responsibilities and rights of the terminated Servicer under this Agreement,
including,  without  limitation,  the  transfer to the  successor  Servicer  for
administration  by it of all cash  amounts that shall at the time be held by the
terminated  Servicer  for  deposit,  or have been  deposited  by the  terminated
Servicer,  in the Collection Account or thereafter  received with respect to the
Receivables and the delivery to the successor  Servicer of all Receivable Files,
records,  documents  and  instruments  related  to the  Receivables,  the  other
Serviced  Assets  and a computer  tape in  readable  form as of the most  recent
Business  Day  containing  all  information  necessary  to enable the  successor
Servicer  or a  successor  Servicer  to service  the  Receivables  and the other
Serviced Assets.  The successor  Servicer shall, at the direction of the Secured
Party,  direct the Obligors to make all payments under the  Receivables or other
Serviced Assets directly to the Collection  Account or to the successor Servicer
(in which event the successor Servicer shall process such payments in accordance
with the terms  and


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<PAGE>

conditions  of this  Agreement),  or to a  lockbox  account  established  by the
successor Servicer at the successor  Servicer's expense. The terminated Servicer
shall grant the Secured Party and the successor  Servicer  reasonable  access to
the terminated  Servicer's premises at the terminated Servicer's expense if such
Servicer was terminated in connection with a Servicer Event of Default; provided
that if the Servicer was  terminated and no Servicer Event of Default shall have
occurred or be continuing, the Company shall pay such expenses.

         On and after the time the  Servicer  receives  a notice of  termination
pursuant to this Article V, or upon the resignation of the Servicer, the Company
shall  appoint an alternate  successor  Servicer who shall be subject to all the
rights,  responsibilities,  restrictions,  duties,  liabilities  and termination
provisions  relating  thereto placed on the Servicer by the terms and provisions
of this  Agreement  except as  otherwise  stated  herein.  The  Company and such
successor shall take such action,  consistent  with this Agreement,  as shall be
necessary to effectuate any such succession.  If a successor  Servicer is acting
as the Servicer hereunder, it shall be subject to termination under this Article
V upon the occurrence of any Servicer  Event of Default  applicable to it as the
Servicer.

         Any successor Servicer shall be entitled to such compensation  (whether
payable out of the  Collection  Account or otherwise) as the Servicer would have
been  entitled to under this  Agreement if the Servicer had not resigned or been
terminated  hereunder.  The Company  and such  successor  Servicer  may agree on
additional  compensation to be paid to such successor Servicer. In addition, any
successor Servicer shall be entitled to reasonable  transition expenses incurred
in acting as successor Servicer.

         The Company may waive any default by the Servicer in the performance of
its obligations  hereunder and its consequences.  Upon any such waiver of a past
default,  such default shall cease to exist,  and any Servicer  Event of Default
arising  therefrom  shall be deemed to have been  remedied for every  purpose of
this  Agreement.  No such waiver shall extend to any subsequent or other default
or impair any right consequent thereto.

                                   ARTICLE VI
                                    REMEDIES

         In addition to the  indemnification  rights  contained in Article X and
the right to terminate  contained  in Article XI, the Servicer  agrees that upon
the happening of any Servicer  Event of Default,  as defined in this  Agreement,
the Company and the Secured  Party may avail itself of any other relief to which
such person may be legally or equitably entitled.

                                  ARTICLE VII
                    RESPONSIBILITY AND AUTHORITY OF SERVICER

A.       Subject to the Servicing  Standard,  and consistent with the duties and
         obligations  imposed upon the Servicer by this Agreement,  the Servicer
         shall have the full power and  authority  acting  alone and without the
         consent of the Company, to do any and all things in connection with the
         servicing of any  Receivable or other  Serviced  Asset that it may deem
         reasonably necessary or desirable,  including,  but not limited to, the
         right to subcontract  any of its duties  hereunder (in accordance  with
         the terms and conditions  hereof).


                                       9
<PAGE>

         Notwithstanding  anything  herein to the contrary,  the Servicer  shall
         cooperate  fully with the Secured  Party and the  Company and  promptly
         inform the  Secured  Party and the  Company  of any and all  changes or
         developments  of which the Servicer  becomes  aware that may affect the
         Receivables or the other Serviced Assets.

B.       The Company  authorizes the Servicer to communicate  with third parties
         and the Obligors in the name of the Company as necessary  and proper to
         perform the services anticipated by this Agreement.  The Servicer shall
         enforce and administer all servicing  related rights of the Company and
         the Secured  Party and  related  responsibilities  of the Company  with
         respect to the Receivables  and the other Serviced  Assets  (including,
         without  limitation,  maintaining  possession of the Receivable Files).
         Without  limiting  the  generality  of the  foregoing,  the Servicer is
         hereby  authorized and empowered by the Company to execute and deliver,
         on behalf of the Company,  any and all  instruments of  satisfaction or
         cancellation, or of partial or full release or discharge, and all other
         comparable  instruments,  with  respect  to the  Receivables  and  with
         respect   to   the   Financed   Vehicles;   PROVIDED,   HOWEVER,   that
         notwithstanding the foregoing,  the Servicer shall not, except pursuant
         to a final  order from a court of  competent  jurisdiction,  release an
         Obligor from payment of any unpaid amount under any Receivable or waive
         the right to collect  the unpaid  balance  of any  Receivable  from the
         Obligor.

C.       The Servicer shall have the right to commence or participate in a legal
         proceeding (including,  without limitation, a bankruptcy proceeding) on
         behalf of the Company to enforce a Receivable (and the related Serviced
         Assets), provided that the Secured Party shall have the right to direct
         the Servicer to not commence any such  proceeding  or to terminate  any
         such proceeding.  As reasonably requested by the Servicer,  the Company
         shall furnish the Servicer with any necessary and appropriate powers of
         attorney (in the form of EXHIBIT B hereto or as otherwise  appropriate)
         and other documents needed in order to enable the Servicer to carry out
         such  proceeding  and with respect to its servicing and  administrative
         duties hereunder. The Servicer acknowledges and agrees that any and all
         such  powers of attorney  are limited in all  respects by the terms and
         conditions  of this  Agreement  and the other Credit  Documents and are
         revocable at the will of the Secured Party. Upon the termination of the
         Servicer,  the  Servicer  shall  assist  with  the  empowerment  of any
         successor  Servicer  in,  to  or  under  such  powers  of  attorney  or
         replacement or termination of powers of attorney.

D.       Consistent with the standards, policies and procedures required by this
         Agreement and Exhibit A hereto, the Servicer shall use its best efforts
         to repossess  (or  otherwise  comparably  convert the ownership of) and
         liquidate any Financed  Vehicle  securing a Receivable  with respect to
         which the Servicer has  determined  that  payments  thereunder  are not
         likely to be resumed,  as soon as is practicable  after default on such
         Receivable  but in no event  later  than  the date on which  all or any
         portion  of  a  scheduled   payment  has  become  sixty-one  (61)  days
         delinquent;  provided,  however,  that the  Servicer  may  elect not to
         repossess  a Financed  Vehicle  within  such time period if in its good
         faith judgment it determines that the proceeds  ultimately  recoverable
         with respect to such Receivable would be increased by forbearance.  The
         Servicer  is  authorized  to  follow  such   customary   practices  and
         procedures as it shall deem necessary or advisable, consistent with the
         Servicing Standard, which practices and procedures may include the sale
         of the  related


                                       10
<PAGE>

         Financed  Vehicle at public or private sale,  the  submission of claims
         under an insurance policy and other actions by the Servicer in order to
         realize  upon  such a  Receivable.  The  foregoing  is  subject  to the
         provision  that,  in any case in which the Financed  Vehicle shall have
         suffered damage, the Servicer shall not expend funds in connection with
         any repair or towards the  repossession of such Financed Vehicle unless
         it shall determine in its reasonable discretion that such repair and/or
         repossession  shall increase the proceeds of liquidation of the related
         Receivable by an amount greater than the amount of such  expenses.  All
         amounts  received  upon  liquidation  of a  Financed  Vehicle  shall be
         transferred  by the Servicer from the Trust  Account to the  Collection
         Account as soon as  practicable,  but in no event later than within the
         applicable time period set forth in Article VIII. The Servicer shall be
         entitled  to recover  all  reasonable  expenses  incurred  by it in the
         course of  repossessing  and  liquidating a Financed  Vehicle into cash
         proceeds,  but only in accordance with Schedule 1 hereto.  The Servicer
         shall pay on behalf of (and at the expense of) the Company any personal
         property taxes assessed on repossessed Financed Vehicles.

E.       If the  Servicer  elects to  commence a legal  proceeding  to enforce a
         Contract,  the act of  commencement  shall be deemed to be an automatic
         assignment  from the Company to the  Servicer of the rights  under such
         Contract, as appropriate, for purposes of collection only. If, however,
         in any  enforcement  suit  or  legal  proceeding  it is held  that  the
         Servicer  may not enforce any such  Contract on the grounds  that it is
         not a real party in  interest  or a person  entitled  to  enforce  such
         Contract,  the Company, at the Company's expense, shall take such steps
         as the  Servicer  deems  reasonably  necessary  to enforce  the related
         Contract,  including  bringing  suit  in its  name  or the  name of the
         Company  and/or  the  Originator  (as the  case may  be).  All  amounts
         recovered in any legal  proceeding shall be transferred by the Servicer
         from the Trust Account to the Collection Account as soon as practicable
         (but in no event later than within the applicable time period set forth
         in Article VIII).  Notwithstanding  anything to the contrary  contained
         herein (i) prior to the  occurrence  of an Event of  Default  under the
         Credit  Agreement,  the  Administrator  (on behalf of the  Company) may
         (provided  that after the  occurrence of an Event of Default,  only the
         Secured Party may), in its reasonable  discretion,  direct the Servicer
         to commence  or settle any legal  action to enforce  collection  of any
         Receivable  (or the Serviced  Assets  related  thereto) or to foreclose
         upon or repossess any related  security and (ii) the Servicer shall not
         make the Secured Party, any Hedge Counterparty or any Lender a party to
         any litigation relating to a Receivable (or the Serviced Assets related
         thereto) without the prior written consent of such person.

F.       Each Receivable requires the Obligor to maintain such physical loss and
         damage insurance,  naming the Originator and its successors and assigns
         as additional  insureds,  and permits the holder of such  Receivable to
         obtain physical loss and damage insurance at the expense of the Obligor
         if the Obligor fails to maintain such insurance.  If the Servicer shall
         determine  that an Obligor  has failed to obtain or maintain a physical
         loss and damage  insurance policy covering the related Financed Vehicle
         (including,   without  limitation,  during  the  repossession  of  such
         Financed Vehicle) the Servicer shall deliver notice of any such failure
         to obtain or maintain any such insurance  policy to the Obligor and may
         (but is not  required  to)  enforce  the  rights  of the  holder of the
         Receivable  under the  Receivable to require the Obligor to obtain such
         physical  loss and damage  insurance


                                       11
<PAGE>

         in accordance with the Servicing Standard;  provided, that the Servicer
         is not required hereunder to actively track or monitor  insurance.  The
         Servicer may sue to enforce or collect upon the insurance policies,  in
         its own name, if possible,  or as agent of the Company. If the Servicer
         elects to commence a legal  proceeding to enforce an insurance  policy,
         the act of commencement  shall be deemed to be an automatic  assignment
         of the  rights  of the  Company  under  such  insurance  policy  to the
         Servicer  for  purposes  of  collection  only.  If,  however,   in  any
         enforcement  suit or legal  proceeding it is held that the Servicer may
         not enforce an  insurance  policy on the grounds  that it is not a real
         party in interest or a holder entitled to enforce the insurance policy,
         the Company,  at the  Company's  expense,  shall take such steps as the
         Servicer deems  necessary to enforce such insurance  policy,  including
         bringing suit in its name or the name of the Company or the Originator.

G.       Consistent with the policies and procedures required by this Agreement,
         at the expense of the Company,  the  Servicer  shall take such steps on
         behalf  of the  Secured  Party  and the  Company  as are  necessary  to
         maintain  perfection of the security  interest created by each Contract
         in the  related  Financed  Vehicle  with  respect  to each  Receivable,
         including,  but not limited to, obtaining the execution by the Obligors
         and the recording,  registering,  filing, re-recording,  re-filing, and
         re-registering  of all security  agreements,  financing  statements and
         continuation  statements  as are  necessary  to maintain  the  security
         interest  granted  by the  Obligors  under  the  respective  Contracts;
         PROVIDED,  HOWEVER, that the Servicer shall not be required to take any
         steps to initially obtain a perfected  security interest in the related
         Financed  Vehicle,  as long as a third  party has been  retained by the
         Originator to obtain the security interest granted by each Obligor. The
         Secured Party hereby authorizes the Servicer,  and the Servicer agrees,
         to  take  any and all  steps  necessary  to  re-perfect  such  security
         interest  on  behalf  of  the  Company  as  necessary  because  of  the
         relocation of a Financed Vehicle or for any other reason.

H.       The  Servicer  may at any  time  perform  through  sub-contractors  the
         specific duty of repossession of Financed  Vehicles without the consent
         of the Company and may  perform  other  specific  duties  through  such
         sub-contractors  in accordance with the Servicing  Standard;  PROVIDED,
         HOWEVER,  that no such  delegation  or  sub-contracting  duties  by the
         Servicer shall relieve the Servicer of its primary  responsibility with
         respect  to such  duties;  PROVIDED  FURTHER,  that  the  Servicer  may
         delegate any of its duties under this  Agreement that are not generally
         delegated by the Servicer in  accordance  with the  Servicing  Standard
         with the prior written  consent of the Secured Party.  No person acting
         as the  Servicer  hereunder  shall  appoint any  subservicer  hereunder
         without the prior written consent of the Secured Party.

I.       The Servicer  shall  perform the  obligations  of the  Custodian as set
         forth in Article XV hereto.

J.       The Servicer covenants as follows:

         1.    LIENS IN FORCE.  The Financed  Vehicle  securing each  Receivable
               shall not be  released in whole or in part by the  Servicer  from
               the security interest granted by


                                       12
<PAGE>

               the  related  Contract,  except  upon  payment  in  full  of  the
               Receivable or as otherwise contemplated herein;

         2.    NO IMPAIRMENT. The Servicer shall do nothing to impair the rights
               of  the  Company,  the  Lenders  or  the  Secured  Party  in  the
               Receivables, the Contracts, the insurance policies or the related
               security  or  the  other  Serviced  Assets  except  as  otherwise
               expressly provided herein;

         3.    NO AMENDMENTS.  The Servicer shall not extend or otherwise  amend
               the terms of any Receivable or the other Serviced Assets,  except
               in accordance with Exhibit A; and

         4.    RESTRICTIONS ON LIENS. The Servicer shall not (i) create or incur
               or agree to create or incur,  or  consent  to cause or consent to
               permit in the future  (upon the  happening  of a  contingency  or
               otherwise)  the creation,  incurrence or existence of any lien or
               restriction on  transferability  of the  Receivables or the other
               Serviced Assets except for the lien in favor of the Secured Party
               for the  benefit of the Lender and the Hedge  Counterparties  and
               the  restrictions  on  transferability   imposed  by  the  Credit
               Documents or (ii) sign or file under the Uniform  Commercial Code
               of any  jurisdiction  any  financing  statement  which  names the
               Company,  the Originator or the Servicer as a debtor, or sign any
               security  agreement  authorizing any secured party  thereunder to
               file such financing statement, with respect to the Receivables or
               the  other  Serviced  Assets,   except  in  each  case  any  such
               instrument  solely securing the rights and preserving the lien of
               the Secured Party, for the benefit of the Lender.

K.       For the avoidance of doubt,  the Servicer shall have no  responsibility
         for servicing Inactive Receivables under this Agreement.  Any servicing
         responsibilities  to be  assumed  by the  Servicer  with  respect to an
         Inactive  Receivable  shall be agreed to in writing between the Company
         and the Servicer.

                                  ARTICLE VIII
                                  BANK ACCOUNTS

         The Servicer  shall  maintain and control a bank account  separate from
its general  corporate bank accounts (the "TRUST  ACCOUNT"),  where the Servicer
shall  collect and hold in trust (for the benefit of the Company and the Secured
Party) all Collections  received from Obligors or other sources. All Collections
deposited  to such  designated  accounts  shall be swept by the  Servicer to the
Collection  Account  (a) for  Collections  that are sent by ACH or wire,  by the
Business  Day  after  receipt  in the  Trust  Account  and  (b)  for  all  other
Collections,  no later than the third  Business  Day after  receipt in the Trust
Account.

                                   ARTICLE IX
                          REPORTS ACCESS AND INSPECTION

         The Servicer  shall  provide the Company,  the Secured  Party and their
respective  designee(s)  access to the Servicer's  facility,  but, as long as no
Servicer Event of Default shall have occurred,  only upon reasonable request and
during normal  business hours of the Servicer


                                       13
<PAGE>

and to the extent that such access would not  significantly  disrupt the orderly
conduct of  business  at such  facility.  The  Servicer  shall  also  provide to
representatives  of the Secured  Party  reasonable  access to the  documentation
regarding the Serviced Assets.

         The Servicer  shall  deliver to the Secured  Party,  the Lender and the
Company,  (a) on or  before  September  30  (or 90  days  after  the  end of the
Servicer's  fiscal  year,  if other  than June 30) of each  year,  beginning  on
December 31, 2002, an officer's  certificate signed by any authorized officer of
the  Servicer,  dated as of June 30 (or such other  date of fiscal  year end) of
such year,  stating that (i) a review of the  activities of the Servicer  during
the preceding  12-month  period (or, in the case of the first such  certificate,
the period as shall have  elapsed from the Closing Date to the date of the first
such  certificate)  and of its  performance  under this  Agreement has been made
under such officer's supervision, and (ii) to such officer's knowledge, based on
such review,  the Servicer has materially  fulfilled all its  obligations  under
this Agreement  throughout  such period,  or, if there has been a default in the
fulfillment of any such  obligation,  specifying each such default known to such
officer  and the nature and status  thereof and (b) within 90 days after the end
of the Servicer's fiscal year, audited financial  statements for the Servicer as
of the end of such fiscal year,  prepared in accordance  with GAAP  consistently
applied.

         The Servicer  shall deliver to the Secured  Party,  the Lenders and the
Company, promptly after having obtained knowledge thereof, but in no event later
than  two  (2)  Business  Days  thereafter,   written  notice  in  an  officer's
certificate  of any event  which with the giving of notice or lapse of time,  or
both,  would become a Servicer  Event of Default  hereunder.  The Servicer shall
deliver to the Secured  Party and the Servicer  promptly  after having  obtained
knowledge thereof,  but in no event later than two (2) Business Days thereafter,
written notice in an officer's certificate of any event which with the giving of
notice or lapse of time,  or both,  would  become a  Servicer  Event of  Default
hereunder.

         On or before the eleventh (11th) calendar day of each month or, if such
day is not a Business Day, the immediately  following Business Day, the Servicer
will  deliver  to the  Company  and  the  Secured  Party  (with  a  copy  to the
Administrator)   a  Monthly  Tape  and  a  diskette  (or  any  other  electronic
transmission  acceptable to such parties) in a format acceptable to such parties
containing the information  set forth in the attached  EXHIBIT G with respect to
the Receivables and the other Serviced  Assets.  Upon the reasonable  request of
either the Administrator or the Secured Party, the Servicer shall make available
to such person all data in its  possession  concerning the  Receivables  and the
other Serviced Assets.

                                   ARTICLE X
                                 INDEMNIFICATION

A.       The Servicer  agrees to indemnify  (on an after tax basis) and hold the
         Company,  the  Administrator,  the Originator,  the Secured Party,  the
         Hedge  Counterparties  and the Lenders and their  respective  officers,
         employees  and  agents  (each  a  "SERVICER   INDEMNIFIED  PERSON"  and
         collectively the "SERVICER  INDEMNIFIED  PERSONS") harmless against any
         and all claims, damages, losses, penalties,  fines, forfeitures,  legal
         fees  and  related  costs,  judgments  and any  other  costs,  fees and
         expenses  (including  reasonable  legal  fees and  expenses)  that such
         Servicer  Indemnified  Party  may  sustain  in any way  related  to the
         negligence  or  misconduct  of the  Servicer (or any party hired by the
         Servicer)  in its  performance  under the terms of this  Agreement,  or
         arising from any breach of the  representations  and  warranties of the
         Servicer  (or any party  hired by the


                                       14
<PAGE>

         Servicer).   The  Servicer  shall   immediately   notify  the  Servicer
         Indemnified  Person if a claim is made by a third party with respect to
         this  Agreement or any of the  Receivables or any of the other Serviced
         Assets. This right to indemnification  shall survive the termination of
         this Agreement and the termination of any Servicer.

B.       The Originator agrees to indemnify (on an after tax basis) and hold the
         Servicer and its officers,  employees  and agents (each an  "ORIGINATOR
         INDEMNIFIED  PERSON"  and  collectively  the  "ORIGINATOR   INDEMNIFIED
         PERSONS")  harmless  against  any  and  all  claims,  damages,  losses,
         penalties, fines, forfeitures,  legal fees and related costs, judgments
         and any other costs, fees and expenses (including reasonable legal fees
         and expenses) that such Originator Indemnified Party may sustain in any
         way related to this  Agreement or the  Receivables  or any of the other
         Serviced Assets, other than amounts the Originator  Indemnified Persons
         sustained to the extent  resulting from the negligence or misconduct of
         the  Servicer  or any party hired by the  Servicer or ensuing  from any
         breach of the  representations  and  warranties  of the Servicer or any
         party hired by the Servicer.  The Originator shall  immediately  notify
         the Originator  Indemnified  Person if a claim is made by a third party
         with respect to this Agreement or any of the  Receivables or any of the
         other Serviced Assets. This right to indemnification  shall survive the
         termination of this Agreement.  For the avoidance of doubt, neither the
         Secured Party nor the Originator  shall  indemnify the Servicer for any
         servicing fees or  reimbursement of expenses and costs of any kind owed
         by the Company to the Servicer under this Agreement.

C.       The  Servicer  may accept and  reasonably  rely on all  accounting  and
         servicing records and other  documentation  provided to the Servicer by
         or at the  direction  of the  Company or the  Originator  or from third
         parties retained by the Company or the Originator,  including documents
         prepared or maintained by any originator,  or previous servicer, or any
         party providing services related to the Receivables or any of the other
         Serviced Assets  (collectively  "COMPANY THIRD PARTY").  The Originator
         agrees to indemnify and hold the  Servicer,  its  respective  officers,
         employees  and agents  harmless  against  any and all  claims,  losses,
         penalties, fines, forfeitures, legal fees and related costs, judgments,
         and any other costs, fees and expenses that the Servicer may sustain in
         any way related to errors in such accounting and servicing  records and
         other  documentation  provided  to the  Servicer  by the Company or any
         Company  Third  Party  with  respect  to the  Receivables  or the other
         Serviced Assets;  PROVIDED,  HOWEVER,  that the Originator shall not be
         required to indemnify Servicer,  its respective officers,  employees or
         agents  harmless  against  any  claims,   losses,   penalties,   fines,
         forfeitures,  legal fees and  related  costs,  judgments,  or any other
         costs,  fees and  expenses  that the  Servicer  may  sustain in any way
         related to errors in such  accounting  and servicing  records and other
         documentation  provided to the  Servicer by any person  retained by the
         Servicer in accordance with Article VII(H).  The Servicer shall have no
         duty,    responsibility,    obligation   or   liability   (collectively
         "LIABILITY")  for the acts or  omissions  of the Company or any Company
         Third  Party.  If  any  error,  inaccuracy  or  omission  (collectively
         "ERROR")  exists in any  information  provided  to the  Servicer by any
         Company Third Party and such errors cause or  materially  contribute to
         the Servicer making or continuing any error  (collectively  "CONTINUING
         ERRORS"),  the  Servicer  shall have no liability  for such  continuing
         errors;  PROVIDED,  HOWEVER,  that this


                                       15
<PAGE>

         provision  shall not protect the Servicer  against any liability  which
         would otherwise be imposed by reason of willful  misconduct,  bad faith
         or gross  negligence in  discovering  or correcting any error or in the
         performance of its duties contemplated herein.

         In the event the  Servicer  becomes  aware of errors  and/or  continued
errors,  which in the opinion of the Servicer impairs its ability to perform its
services hereunder,  the Servicer shall immediately notify the Secured Party and
the Company of such errors and/or continuing errors;  and further,  the Servicer
may undertake  such data or records  reconstruction  as it deems  appropriate to
correct such errors and/or  continuing  errors and to prevent future  continuing
errors.  The Servicer shall be entitled to recover its reasonable  costs thereby
expended.

                                   ARTICLE XI
                              TERM AND TERMINATION

A.       The term of this  Agreement  shall be for two (2)  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.

B.       The Secured Party or the Company (with the prior written consent of the
         Secured Party) shall have the right to terminate this Agreement  during
         any term upon not less than sixty (60) days written notice delivered by
         overnight mail to the Servicer.  In the event of any such  termination,
         the Company  shall pay to the Servicer a  termination  fee equal to the
         greater of (i) $10,000 or (ii) the servicing fee for each Receivable so
         transferred for one (1) month preceding the notice of termination.  The
         Servicer  shall  not,   however,   be  entitled  to  receive  any  such
         termination  fee if the Servicer is terminated  due to a Servicer Event
         of Default under this Agreement.

C.       The  Servicer  shall have the right to resign  under this  Agreement by
         giving  sixty (60) days prior  written  notice to the  Company  and the
         Secured  Party;  provided,  however,  that in no event  shall  any such
         resignation  be effective  unless the Servicer  shall have provided the
         Company and the Secured  Party with a successor  which is acceptable to
         the  Secured  Party in its sole  discretion  and such  successor  shall
         agree, by written  instrument  delivered to the Company and the Secured
         Party,  to be  bound  by  all of  the  terms  and  conditions  of  this
         Agreement.

         D. If any one of the  following  events  (each,  a  "COMPANY  EVENT  OF
         DEFAULT") shall occur and be continuing:

         1.    Failure on the part of the Company to pay the  Servicer  the Base
               Servicing Fee on any Payment Date, including amounts set forth in
               Schedule 1 hereto, which shall not be cured by the Company within
               fifteen (15) days after the date on which written  notice of such
               failure  shall have been  received by the Company and the Secured
               Party; or

         2.    Other than as set forth in the preceding  clause (1),  failure on
               the part of the Company to observe or to perform in any  material
               respect any covenants or agreements set forth in this  Agreement,
               which failure shall  adversely  affect the


                                       16
<PAGE>

               rights of the Servicer and  continue  unremedied  for a period of
               thirty (30) days after the date on which  written  notice of such
               failure  shall have been  received by the Company and the Secured
               Party; or

         3.    Any breach by the  Company of any  representation  or warranty as
               set forth in Article  IV(B) and such breach shall not be cured in
               all material  respects within thirty (30)  consecutive days after
               the earlier of (i) receipt of written notice from the Servicer to
               the Company or (ii) upon discovery by the Company.

         4.    Failure  on the  part  of the  Originator  to  pay  any  Servicer
               Indemnified   Person  any  indemnity  owed  such  person  by  the
               Originator  in  accordance  with Article X B., which shall not be
               cured by the Originator within thirty (30) days after the date on
               which written  notice of such failure shall have been received by
               the Originator, the Company and the Secured Party.

then,  notwithstanding  CLAUSE C above,  the  Servicer  shall  have the right to
terminate  this  Agreement  (x) upon a  Company  Event of  Default  set forth in
SUBCLAUSE 2 or 3 above,  by delivering not less than 120 days' written notice to
the Company,  with a copy to the Secured  Party and (y) upon a Company  Event of
Default set forth in  SUBCLAUSE 1 above,  by  delivering  written  notice to the
Company,  with a copy to the Secured  Party,  stating that this  Agreement  will
terminate on the first  Payment Date  following  receipt of such notice.  In the
event of any default of this  Agreement  by the  Company,  the Company  likewise
acknowledges the Servicer's remedies contained in Articles X and XI and that the
Servicer  may  avail  itself of any other  relief to which the  Servicer  may be
legally or equitably entitled.

         Notwithstanding  the provisions set forth in Article V and this Article
XI  requiring  the  Servicer  to  continue  servicing  the  portfolio  after its
termination  or  resignation,  the Servicer shall have no obligation to continue
its servicing  duties  hereunder  after the earlier of (a) the  appointment of a
successor Servicer hereunder and (b) 120 days after notice of termination (under
Article  V or  paragraph  D of  Article  XI) or  notice  of  resignation  (under
paragraph C of Article XI) has been delivered.

                                   ARTICLE XII
                                     WAIVERS

         No failure or delay on the part of the  Servicer  or the Company or the
Secured  Party in  exercising  any power,  right or remedy under this  Agreement
shall  operate as a waiver  thereof nor shall any single or partial  exercise of
any such power,  right or remedy preclude any other or further  exercise thereof
or the  exercise  of any  other  power,  right or  remedy  except  by a  written
instrument signed by the party to be charged or as otherwise  expressly provided
herein.

                                  ARTICLE XIII
                                     NOTICES

         Except as otherwise provided herein, all notices,  requests,  consents,
demands and other formal communications given hereunder shall be in writing. All
notices  of  whatever  kind  shall be  either  personally  delivered  or sent by
telecopy or other form of rapid  transmission  and


                                       17
<PAGE>

confirmed  by United  States  mail,  properly  addressed  and with full  postage
prepaid to the following:

         To the Servicer:           Systems & Services Technologies, Inc.
                                    4315 Pickett Road
                                    St. Joseph, MO  64503
                                    Attn:   John J. Chappell
                                            Joseph D. Booz
                                    Telecopy No:  (816) 671-2029

         To the Company:            E-Loan Auto Fund One, LLC
                                    5875 Arnold Road
                                    Dublin, CA 94568
                                    Attn:  Steve Majerus
                                    Telecopy No: (925) 556-2668

                                    With a copy to Edward A. Giedgowd,
                                    General Counsel at the same address,
                                    facsimile no. (925) 803-3503.

         To the Secured Party
         or the Lender:             Merrill Lynch Bank USA
                                    800 Scudders Mill Road
                                    Plainsboro, NJ 08536
                                    Attn:  Tim Byrne
                                    Telecopy No: (609) 282-3038

                                    WITH COPIES TO:

                                    Merrill Lynch Mortgage Capital Inc.
                                    4 World Financial Center, 22nd Floor
                                    New York, NY 10080
                                    Attn:  Jeffrey S. Cohen
                                           Michael Blum
                                    Telecopy No: (212) 449-6673

                                    Merrill Lynch Mortgage Capital Inc.
                                    101 Hudson Street
                                    Jersey City, NJ 07302
                                    Attn:  Gene Nagotko
                                    Telecopy No: (201) 557-1369

                                       18
<PAGE>

         To the Originator
         or the Administrator:      E-LOAN, Inc.
                                    5875 Arnold Road
                                    Dublin, CA  94568
                                    Attn:  Tom Knight, Treasurer
                                    Telecopy No: (925) 560-3408

                                    With a copy to Edward A. Giedgowd,
                                    General Counsel at the same address,
                                    facsimile no. (925) 803-3503.

or to such other  person(s)  or address as such party  shall have  specified  in
writing in the manner set forth above.

                                  ARTICLE XIV
                               FURTHER ASSURANCES

         Each party  agrees,  if  reasonably  requested by the other  party,  to
execute and deliver  such  additional  documents  or  instruments  and take such
further  actions  as may be  reasonably  necessary  to effect  the  transactions
contemplated by this Agreement.

                                   ARTICLE XV
                                  THE CUSTODIAN

A.       APPOINTMENT  OF CUSTODIAN;  ACKNOWLEDGMENT  OF RECEIPT.  Subject to the
         terms and  conditions  hereof,  the Company hereby  revocably  appoints
         (provided  that such  appointment  may only be revoked  by the  Secured
         Party as long as there  remain any  obligations  outstanding  under the
         Credit Documents or the Credit  Agreement,  the Security  Agreement and
         the  other  Credit  Documents  have not been duly  terminated  by or on
         behalf of the Secured  Party) the Custodian  and the  Custodian  hereby
         accepts  such  appointment,  as  custodian  and bailee on behalf of the
         Secured   Party  (for  the   benefit  of  the  Lenders  and  the  Hedge
         Counterparties)  to maintain  exclusive custody of the Receivable Files
         relating to the  Receivables and the other Serviced  Assets;  PROVIDED,
         HOWEVER,  that none of the Lenders,  the Hedge  Counterparties  and the
         Secured  Party shall be  responsible  for the acts or  omissions of the
         Custodian. In performing its duties hereunder,  the Custodian agrees to
         act with that degree of care,  skill and attention that a person acting
         in the  capacity of a custodian  would  exercise  with respect to files
         relating to comparable automotive or other receivables that it services
         or holds for itself or others,  and, in any event, to exercise at least
         that degree of care, skill and attention that it exercises with respect
         to its own assets. The Custodian, as of each Transfer Date with respect
         to the Receivables sold on such date,  hereby  acknowledges  receipt of
         the Receivable File for each Receivable listed in the related Schedules
         of  Contracts,  subject  to any  exceptions  noted  on  the  applicable
         Acknowledgment of Custodian. As evidence of its acknowledgement of such
         receipt of such  Receivables  Files,  the  Custodian  shall execute and
         deliver to the Lender and the Secured  Party on each Transfer Date with
         respect to the Receivables  sold on such date, the  Acknowledgement  of
         the Custodian attached as EXHIBIT C hereto.

                                       19
<PAGE>

B        MAINTENANCE OF RECORDS AT OFFICE.  The Custodian agrees to maintain the
         Receivable Files at 4315 Pickett Road, St. Joseph, Missouri, or at such
         other  office as shall  from time to time (in  advance  of any move) be
         identified to the Company and the Secured Party, and the Custodian will
         hold the Receivable Files in such office on behalf of the Secured Party
         (for the benefit of the Lenders and the Hedge Counterparties),  clearly
         identified on its records as being separate from any other  instruments
         and files, including other instruments and files held by the Custodian,
         and in compliance with this Agreement and the other Credit Documents.

C.       DUTIES OF CUSTODIAN.

         1.    SAFEKEEPING.  The Custodian  shall hold the  Receivable  Files on
               behalf of the  Secured  Party (for the benefit of the Lenders and
               the Hedge  Counterparties)  clearly  identified on its records as
               being separate from all other files or records  maintained by the
               Custodian,  whether at the same or any other location,  and shall
               maintain such accurate and complete accounts, records or computer
               systems  pertaining to each Receivable  File. The Custodian shall
               segregate  the  Receivable  Files from its other  assets or those
               held on behalf of any other Person other than the Secured  Party,
               assign each Receivable File an identifying number, and the books,
               records and computer  systems for the Custodian shall contain the
               identifying  number  for all  such  Receivable  Files  and  shall
               indicate that such Receivable  Files are held by the Custodian on
               behalf of the Secured  Party.  Each  Receivable  (and the related
               Serviced  Assets) shall be identified on the books and records of
               the  Custodian  in a  manner  that  (i) is  consistent  with  the
               practices of a person  acting in the  capacity of custodian  with
               respect  to  similar   receivables,   (ii)   indicates  that  the
               Receivables  (and the  related  Serviced  Assets) are held by the
               Custodian  on behalf of the Secured  Party and (iii) is otherwise
               necessary,  as reasonably determined by the Custodian,  to comply
               with the terms of this Agreement. The Custodian shall conduct, or
               cause  to be  conducted,  periodic  physical  inspections  of the
               Receivable  Files  held by it under  this  Agreement,  and of the
               related accounts,  records and computer systems, in such a manner
               as shall enable the Secured Party and the Custodian to verify the
               accuracy of the  Custodian's  inventory and  recordkeeping.  Such
               inspections  shall be conducted at such times, in such manner and
               by  such  persons,  including,  without  limitation,  independent
               accountants,  as the Secured Party may request in accordance with
               Article IX. The Custodian  shall  promptly  report to the Secured
               Party any failure on the Custodian's  part to hold the Receivable
               Files and maintain its accounts,  records and computer systems as
               herein provided and the Custodian shall promptly take appropriate
               action to remedy  any such  failure.  Notwithstanding  the above,
               upon a Servicer  Termination  Event, on or prior to each Transfer
               Date,  with respect to the  Receivables  sold on such dates,  the
               Custodian  shall make  copies or other  electronic  file  records
               (e.g.,  diskettes,  CD's,  etc.) (the "Copies") of the Receivable
               Files and shall  deliver  such Copies to the Secured  Party.  The
               Custodian  shall at all times  maintain the original of the fully
               executed  original  Contract  and of the related  certificate  of
               title or application  therefore,  if no such certificate of title
               has yet been issued,  relating to each Receivable in a fire proof
               vault.

                                       20
<PAGE>

         2.    ACCESS TO  RECORDS.  The  Custodian  shall,  subject  only to the
               Custodian's security requirements applicable to its own employees
               having  access to similar  records held by the  Custodian,  which
               requirements  shall be consistent  with the practices of a person
               acting in the capacity of custodian with respect to similar files
               or records, and at such times as may be reasonably imposed by the
               Custodian,  permit only the Secured  Party,  the Lenders or their
               duly authorized representatives, attorneys or auditors to inspect
               the  Receivable  Files and the  related  accounts,  records,  and
               computer systems  maintained by the Custodian  pursuant hereto at
               such  times  as any of  the  Secured  Party  or the  Lenders  may
               reasonably request.

         3.    RELEASE OF DOCUMENTS. The Custodian shall release such Receivable
               Files to the (1) Company, upon payment in full of such Receivable
               and release of such Receivable from the lien of the Secured Party
               under the Security Agreement, (2) Servicer, as required from time
               to time as appropriate for servicing and enforcing any Receivable
               or the other Serviced Assets or (3) related Obligor,  as required
               by applicable law.

         4.    ADMINISTRATION;  REPORTS. The Custodian shall, in general, attend
               to all ministerial matters in connection with maintaining custody
               of the  Receivable  Files on  behalf  of the  Secured  Party.  In
               addition,  the  Custodian  shall assist the Secured  Party or the
               Servicer,  as the case may be, in the  preparation of any routine
               reports to the  Secured  Party or to  regulatory  bodies,  to the
               extent  necessitated by the Custodian's custody of the Receivable
               Files.

         5.    REVIEW OF CERTIFICATES OF TITLE. On or before the eleventh (11th)
               calendar day of each month or, if such day is not a Business Day,
               the  immediately  following  Business  Day, the  Custodian  shall
               deliver to the  Company  and the  Secured  Party a listing of all
               Receivables boarded by the Servicer 120 or more days prior to the
               date of such list with respect to which a  certificate  of title,
               showing the Originator as secured party,  was not included in the
               related Receivable File.

D.       INSTRUCTIONS;  AUTHORITY TO ACT. The Custodian  shall be deemed to have
         received proper  instructions with respect to the Receivable Files upon
         its receipt of written  instructions signed by an authorized officer of
         the  Secured  Party.  Such  instructions  may be general or specific in
         terms.

E.       CUSTODIAN FEE. If the Custodian is not the same person as the Servicer,
         then for the custodian  services  under this  Agreement,  the Custodian
         shall be entitled to reasonable compensation to be paid by the Company,
         provided  that any such  compensation  has been approved by the Secured
         Party in advance of any agreement to pay for such services.

F.       INDEMNIFICATION BY THE CUSTODIAN. The Custodian agrees to indemnify (on
         an after tax basis) the Secured Party,  the Lenders and the Company for
         any and all liabilities,  obligations,  losses, damage, payments, costs
         or expenses of any kind whatsoever  (including the fees and expenses of
         counsel)  that may be imposed on,  incurred or asserted  against any of
         the Secured Party,  the Lenders and/or the Company as the result of any
         act or omission in any way relating to the  maintenance  and custody by
         the Custodian of the


                                       21
<PAGE>

         Receivable  Files or any default by the  Custodian  of its  obligations
         hereunder; PROVIDED, HOWEVER, that the Custodian shall not be liable to
         any  party   indemnified   hereunder   for  any  portion  of  any  such
         liabilities,   obligations,  losses,  damages,  payments  or  costs  or
         expenses as are due to the willful misfeasance,  bad faith,  negligence
         or breach of contract of such indemnified party.

G.       ADVICE OF COUNSEL. The Custodian shall be entitled to rely and act upon
         advice  of  counsel  with  respect  to  its  performance  hereunder  as
         custodian  and shall be without  liability  for any  action  reasonably
         taken in good faith pursuant to such advice,  provided that such action
         is not in violation of applicable federal or state law.

H.       EFFECTIVE  PERIOD,   TERMINATION,   AND  AMENDMENT;   INTERPRETIVE  AND
         ADDITIONAL PROVISIONS.  This Agreement shall become effective as of the
         date  hereof  and  shall  continue  in  full  force  and  effect  until
         terminated as  hereinafter  provided.  This Agreement may be amended at
         any time by agreement of the Secured  Party,  the Custodian and Lenders
         and may be  terminated  by either the Secured Party or the Custodian by
         giving written notice to the other  parties,  such  termination to take
         effect no sooner than thirty (30) days after the date of such notice in
         the case of a termination by the Secured Party (which 30 day period may
         be shorter as set forth in the notice of  termination  in the case of a
         Servicer  Event of  Default) or ninety (90) days after the date of such
         notice in the case of a  termination  by the  Custodian;  PROVIDED  the
         Custodian  shall not resign from the  obligations and duties imposed on
         it by this  Agreement  unless the  Custodian  shall have  provided  the
         Secured Party with a successor which is acceptable to the Secured Party
         in its sole discretion.  Any termination of SST (and its successors and
         assigns) as the Servicer  shall  terminate SST (and its  successors and
         assigns) as Custodian under this Agreement.  Immediately  after receipt
         of notice of termination of this Agreement, the Custodian shall deliver
         the Receivable  Files at the expenses of the Company (other than as set
         forth  below) to the  Secured  Party on behalf of the  Lenders  and the
         Hedge Counterparties,  at such place or places as the Secured Party may
         designate,  and the Secured  Party,  or its agent,  as the case may be,
         shall act as custodian  for such records on behalf of the Secured Party
         until such times as a successor  custodian  has been  appointed  by the
         Secured Party;  PROVIDED that if a Servicer Event of Default shall have
         occurred and been continuing,  such delivery shall be at the expense of
         the Custodian. (For the avoidance of doubt, during any such period, the
         Secured  Party  shall be  acting  in its  capacity  as  Secured  Party,
         including the standard of care and liability in such capacity,  and not
         as a successor "CUSTODIAN" hereunder.) If, within two (2) Business Days
         after  the  termination  of  this  Agreement,  the  Custodian  has  not
         delivered  the  Receivable  Files  in  accordance  with  the  preceding
         sentence, the Secured Party may enter the premises of the Custodian and
         remove the Receivable Files from such premises.  In connection with the
         administration  of this  Agreement,  the parties may agree from time to
         time upon the interpretation of the provisions of this Agreement as may
         in their  joint  opinion  be  consistent  with the  general  tenor  and
         purposes of this Agreement, any such interpretation to be signed by all
         parties and annexed hereto.

I.       REPRESENTATIONS,  WARRANTIES AND COVENANTS OF CUSTODIAN.  The Custodian
         hereby  represents  and warrants to, and  covenants  with,  the Secured
         Party that as of the date hereof and as of each Transfer Date:

                                       22
<PAGE>

         1.    The  Custodian is duly  organized,  validly  existing and in good
               standing under the laws of the state of its incorporation;

         2.    The  Custodian  has the full  power  and  authority  to hold each
               Receivable  File on behalf of the Secured Party,  and to execute,
               deliver  and  perform,  and to  enter  into  and  consummate  all
               transactions  contemplated by this Agreement, has duly authorized
               the execution,  delivery and performance of this  Agreement,  has
               duly executed and delivered  this  Agreement,  and this Agreement
               constitutes  a  legal,   valid  and  binding  obligation  of  the
               Custodian,  enforceable  against it in accordance with its terms,
               except as enforcement of such terms may be limited by bankruptcy,
               insolvency  or  similar  laws   affecting  the   enforcement   of
               creditors'  rights generally and by the availability of equitable
               remedies;

         3.    The  consummation  of  the  transactions   contemplated  by  this
               Agreement,  and the  fulfillment of the terms of this  Agreement,
               shall not conflict with, result in any breach of any of the terms
               and provisions of, or constitute (with or without notice or lapse
               of time) a default under, the articles of incorporation or bylaws
               of the Custodian, or any indenture,  agreement, mortgage, deed of
               the  Custodian or other  instrument  to which the  Custodian is a
               party or by which it is  bound,  or  result  in the  creation  or
               imposition of any lien upon any of its properties pursuant to the
               terms of any such  indenture,  agreement,  mortgage,  deed of the
               Custodian  or other  instrument,  other than this  Agreement,  or
               violate any law,  order,  rule or  regulation  applicable  to the
               Custodian  of any  court or of any  federal  or state  regulatory
               body, administrative agency or other governmental instrumentality
               having  jurisdiction  over the Custodian or any of its properties
               and do not require any action by or require the consent of or the
               filing of any notice  with any  governmental  authority  or other
               person;

         4.    There is no litigation pending or, to the Custodian's  knowledge,
               threatened, which if determined adversely to the Custodian, would
               adversely  affect the execution,  delivery or  enforceability  of
               this  Agreement,  or any  of the  duties  or  obligations  of the
               Custodian  thereunder,  or which  would have a  material  adverse
               effect on the financial condition of the Custodian;

         5.    No  consent,  approval,  authorization  or order of any  court or
               governmental  agency  or body  is  required  for  the  execution,
               delivery and performance by the Custodian of or compliance by the
               Custodian  with  this  Agreement  or  the   consummation  of  the
               transactions contemplated hereby or thereby;

         6.    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


                                       23
<PAGE>

               to  compensate  the Custodian for such services will be paid from
               Collections  pursuant to Section 8.1(e) 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;

         7.    The  Custodian  has not been notified by any party other than the
               Secured  Party that such third  party  claims an  interest in the
               Receivables  or the other  Serviced  Assets or is requesting  the
               Custodian to act as a bailee with respect to the Receivable Files
               or the other Serviced Assets; and

         8.    The Custodian covenants and warrants to the Secured Party that as
               of the date of each Acknowledgment of Custodian:  (i) it holds no
               adverse  interest,  by  way  of  security  or  otherwise,  in any
               Receivable or the other Serviced  Assets;  and (ii) the execution
               of this Agreement and the creation of the custodial  relationship
               hereunder  does not create any  interest,  by way of  security or
               otherwise,  of the Custodian in or to any Receivable or the other
               Serviced Assets,  other than the Custodian's  rights as custodian
               hereunder.

                                  ARTICLE XVI
                   ENTIRE AGREEMENT; COUNTERPARTS; AMENDMENTS

         This  Agreement,  including the Exhibits and Schedules  attached hereto
and the documents referred to herein,  contains the entire agreement between the
parties  hereto  with  respect  to  the  transactions  contemplated  hereby  and
supersedes all prior understandings, negotiations, commitments and writings with
respect  hereto.  This  Agreement  may not be  assigned,  modified,  changed  or
supplemented  except upon the express  written consent of all parties hereto and
the Secured Party.

         This Agreement may be executed in counterparts,  each of which shall be
deemed an original but all of which taken together shall  constitute but one and
the same document.

                                  ARTICLE XVII
                                  GOVERNING LAW

         This  Agreement  shall be governed by and construed in accordance  with
the  laws of the  State of New  York  (without  regard  to its  conflict  of law
principles  except  for  Sections  5-1401  and  5-1402  of the New York  General
Obligations  Law).  The choice of law is not a designation  of  jurisdiction  or
venue.  Any legal  proceedings  relating to this Agreement shall be tried by the
court and not by a jury and the parties HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY.
The prevailing party in any legal proceeding relating to this Agreement shall be
entitled to an award for all reasonable attorneys fees and costs incurred in the
proceeding.

                                 ARTICLE XVIII
                                 BINDING EFFECT

         This Agreement  shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns. In addition, the
Lenders and the Hedge Counterparties shall be third party beneficiaries  hereof.
Concurrently  with the  appointment  of a


                                       24
<PAGE>

successor  Secured Party under the Security  Agreement and  notification  to the
parties to this Agreement of such appointment, such successor shall, without any
further  action  by  any  party,  become  the  successor  to the  Secured  Party
hereunder.

                                  ARTICLE XIX
                                  SEVERABILITY

         Any provision of this Agreement that 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  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

                                   ARTICLE XX
                              NONPETITION COVENANT

         The Servicer shall not petition or otherwise  invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Company under any federal or state bankruptcy, insolvency or similar
law  or  appointing  a  receiver,  liquidator,   assignee,  trustee,  custodian,
sequestrator or other similar official of the Company or any substantial part of
their  respective  property,  or ordering the winding up or  liquidation  of the
affairs of the Company.  This Article XX shall be  continuing  and shall survive
any termination of this Agreement.

                                  ARTICLE XXI
             THIRD PARTY BENEFICIARIES; ACKNOWLEDGMENT OF ASSIGNMENT

         The  Secured  Party  is an  express  third  party  beneficiary  of  the
obligations of the Servicer and the Custodian hereunder and may directly enforce
the performance by the Servicer and the Custodian of such  obligations.  Each of
the Servicer and the Custodian hereby acknowledges and consents to the mortgage,
pledge,  assignment  and grant of a  security  interest  by the  Company  to the
Secured Party pursuant to the Security  Agreement of all of the Company's rights
and obligations hereunder.  IN ADDITION,  EACH OF THE SERVICER AND THE CUSTODIAN
HEREBY  ACKNOWLEDGES  AND  AGREES  THAT  FOR SO LONG AS ANY  OBLIGATIONS  OF THE
COMPANY ARE OUTSTANDING UNDER THE CREDIT DOCUMENTS,  THE SECURED PARTY WILL HAVE
THE  RIGHT  TO  EXERCISE  ALL  CONSENTS,   WAIVERS,  RIGHTS,  REMEDIES,  POWERS,
PRIVILEGES AND CLAIMS OF THE COMPANY UNDER THIS AGREEMENT.

                                       25
<PAGE>

                                  ARTICLE XXII
                                  ADMINISTRATOR

         Each of the  Servicer and the  Custodian  hereby  acknowledges  that it
understands  that E-LOAN,  Inc.  has been  retained by the Company to act as its
administrator   (in  such   capacity,   the   "ADMINISTRATOR"),   and  that  all
communications  and  directions  from  E-LOAN,  Inc.  to the  Servicer  and  the
Custodian in connection with this Agreement (other than those communications and
directions  with  respect  to  the  Originator's  rights  and   responsibilities
hereunder)  shall  be  deemed  to  be  communications  or  directions  from  the
Administrator, on behalf of the Company.

                       [THE BALANCE OF THIS PAGE IS BLANK]


                                       26
<PAGE>

         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:
                                  ---------------------------------------------
                               Name:
                                    -------------------------------------------
                               Its:
                                   --------------------------------------------


                               COMPANY:

                               E-LOAN AUTO FUND ONE, LLC


                               By:
                                  ---------------------------------------------
                               Name:
                                    -------------------------------------------
                               Its:
                                   --------------------------------------------


                               ORIGINATOR AND ADMINISTRATOR:

                               E-LOAN, INC.


                               By:
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                               Name:
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                               Its:
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<PAGE>


                                   APPENDIX A

                                  DEFINED TERMS

"ACKNOWLEDGED RECEIVABLE FILE" means,  collectively,  the following documents or
instruments:

         (a) with  respect to a Contract  for the  purchase  of a Vehicle by the
related Obligor, collectively, the following documents or instruments:

               (1) the  original  fully  executed  E-Fund  Agreement or Note and
         Security Agreement or other form of Contract;

               (2) a copy (to the best of the  Custodian's  knowledge,  true and
         complete)  of the  application  for the  certificate  of  title  of the
         related Financed Vehicle, indicating the Originator, the Company or the
         Secured Party as the sole lienholder or legal owner thereof;

               (3) a copy (to the best of the  Custodian's  knowledge,  true and
         complete) of the credit application of the related Obligor;

               (4) if the related Financed Vehicle is a used Vehicle, a copy (to
         the best of the Custodian's  knowledge,  true and complete) of the duly
         executed odometer  statement (setting forth the elapsed number of miles
         such Financed  Vehicle has been driven at or about the time of the loan
         by the  Originator  to the  Obligor)  with  respect  to  such  Financed
         Vehicle, which statement may be included in the bill of sale;

               (5) if there is a co-signer on the Contract,  a copy (to the best
         of the Custodian's  knowledge,  true and complete) of the duly executed
         notice to co-signer delivered to the co-signer, which notice may be set
         forth in the related E-Fund Agreement;

               (6) if the related Financed Vehicle is a new Vehicle,  a copy (to
         the best of the Custodian's  knowledge,  true and complete) of the duly
         executed bill of sale with respect to such Financed Vehicle;

               (7) a copy (to the best of the  Custodian's  knowledge,  true and
         complete) of the duly executed service contract or warranty, if any, to
         the extent provided by or on behalf of the Company;

               (8)  to the  extent  provided  by or on  behalf  of the  Company,
         original fully executed promissory notes and copies (to the best of the
         Custodian's  knowledge,  true and  complete)  of all letters of credit,
         agreements, documents and instruments relating to, evidencing, securing
         or guarantying the loan to the related Obligor; and

               (9) any and all other documents,  to the extent provided by or on
         behalf of the Company,  that the  Originator  or Company  shall keep on
         file, in  accordance  with its  customary  procedures,  relating to the
         Serviced Assets (including,  without limitation, the Receivable and the
         related Financed Vehicle) or the related Obligor.

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<PAGE>

         (b) with  respect to a Contract  for the  refinance of a Vehicle by the
related Obligor:

               (1) the original  fully  executed Note and Security  Agreement or
         other form of Contract;

               (2) a duly executed power of attorney by the Obligor (to the best
         of the  Custodian's  knowledge,  true and  complete),  authorizing  the
         Originator to register itself as the sole lienholder on the certificate
         of title for the related Financed Vehicle;

               (3) a copy (to the best of the  Custodian's  knowledge,  true and
         complete) of the credit application of the related Obligor;

               (4) a copy (to the best of the  Custodian's  knowledge,  true and
         complete) of the duly executed  odometer  statement  (setting forth the
         elapsed  number of miles such  Financed  Vehicle  has been driven at or
         about  the  time of the loan by the  Originator  to the  Obligor)  with
         respect to such Financed  Vehicle,  which  statement may be included in
         the bill of sale;

               (5) if there is a co-signer on the Contract,  a copy (to the best
         of the Custodian's  knowledge,  true and complete) of the duly executed
         notice to co-signer delivered to the co-signer, which notice may be set
         forth in the related Note and Security Agreement;

               (6)  to the  extent  provided  by or on  behalf  of the  Company,
         original fully executed  promissory  notes and copies (to the extent of
         the Custodian's knowledge, true and complete) of all letters of credit,
         agreements, documents and instruments relating to, evidencing, securing
         or guarantying the loan to the related Obligor; and

               (7) any and all other documents,  to the extent provided by or on
         behalf of the Company,  that the  Originator  or Company  shall keep on
         file, in  accordance  with its  customary  procedures,  relating to the
         Receivable,  the  related  Obligor  or the  related  Financed  Vehicle,
         including,  without  limitation,  any record, in a format acceptable to
         the Administrator and Secured Party (e.g., compact disc), of each draft
         executed by a prior lender/lienholder setting forth the acknowledgement
         by such lender/lienholder of the release of its lien.

         "ACKNOWLEDGEMENT  OF CUSTODIAN" means an  acknowledgement  of Custodian
substantially in the form of Exhibit C hereto.

         "ACTIVE  RECEIVABLE"  means any  Receivable  other than:  (i)  Inactive
Receivables,  (ii) prepaid,  fully satisfied accounts,  (iii) accounts where the
Vehicle has been liquidated and the Servicer has posted the liquidation proceeds
or  any  other  anticipated   proceeds  including  but  not  limited  to  credit
enhancement  insurance and financed product rebates; and (iv) accounts where the
Servicer has  completed all work in connection  with  processing,  receiving and
depositing into the Collection Account all insurance payoffs.

         "ADMINISTRATION AGREEMENT" means the Administration Agreement, dated as
of June 1, 2002, between the Company and E-LOAN, Inc., as administrator.

         "BASE  SERVICING FEE" shall mean, for any Payment Date, an amount equal
to  the  LESSER  OF  (a)  0.50%  divided  by 12,  multiplied  by  the  Aggregate
Outstanding  Balance as of the related  Payment  Date of all  Receivables  being
serviced  by the  Servicer  under this  Agreement  and (b) any  amounts  due the
Servicer in accordance with SCHEDULE 1 for such Payment Date.

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         "BUSINESS  DAY" means any day other  than (i) a  Saturday  or Sunday or
(ii) a day on which the New York Stock Exchange, the Federal Reserve Bank of New
York or banking  institutions  in New York  (including New York City) or, to the
extent  relevant,  California  or Missouri are  authorized  or obligated by law,
regulation or executive order to remain closed.

         "CHARGED-OFF  RECEIVABLE" means a Receivable (i) for which at least one
payment (or any portion  thereof) is more than 120 days past due pursuant to the
terms thereof,  (ii) with respect to which the related Financed Vehicle has been
liquidated or (iii) if such  Receivable  is subject to a first payment  default,
when the  Servicer  is duly  instructed  by the  Administrator  (or,  after  the
occurrence of the Commitment  Termination Date, the Secured Party) to charge off
the outstanding balance.

         "COLLECTION ACCOUNT" means the segregated collection operations account
subject to the  Securities  Account  Control  Agreement  and  maintained  by the
Company at Bank One,  NA  (account:  E-LOAN Auto Fund One,  LLC) having  account
number 636101495 (ABA:  044000037) for the purpose of depositing the Collections
forming part of the collateral under the Credit Agreement.

         "COLLECTIONS"   means  the  aggregate  of  all  payments  and  proceeds
(including  Insurance  Proceeds and the proceeds of  disposition of any Financed
Vehicle  received  as a result of the  enforcement  of the terms of the  related
Contract)  received  by the  Servicer  or owed to the  Company in respect of the
Receivables or the other Serviced Assets.

         "CONTRACT" means an E-Fund Agreement,  Note and Security  Agreement and
each other  agreement  delivered in  connection  therewith  or pursuant  thereto
relating  to a Vehicle  (together  with all  amendments,  supplements  and other
modifications  thereto),  which was originated by the Originator and pursuant to
which the related  Obligor is required to repay the related  amount  financed in
full during the term of such agreement or contract.

         "CREDIT  AGREEMENT"  means the  Credit  Agreement,  dated as of June 1,
2002,  among the  Originator,  the Company  and the  Lender,  as the same may be
supplemented, amended or otherwise modified from time to time in accordance with
its terms.

         "CREDIT DOCUMENTS" means the Credit Agreement,  the Security Agreement,
the  Contribution  and  Sale  Agreement,   this  Agreement,  the  Administration
Agreement,  the Note,  each Hedge  Agreement,  the  Securities  Account  Control
Agreement,  and all related  documents and certificates  delivered in connection
therewith.

         "CREDIT AND COLLECTION POLICY" means the credit and collection policies
of the  Servicer  with  respect  to  the  servicing  of  assets  similar  to the
Receivables, as modified from time to time.

         "DEBT"  means,  at  any  time,  with  respect  to any  person,  without
duplication  and,  except as provided in item (b) below,  without  regard to any
interest  component  thereof  (whether  actual or  imputed)  that is not due and
payable, the aggregate of the following amounts, each calculated at such time in
accordance  with GAAP,  but  excluding,  for greater  certainty,  capital stock,
whether or not preferred, which is not referred to in clause (k) below:

               (a)  money   borrowed   (including   by  way  of   overdraft)  or
         indebtedness   represented   by  notes  payable  and  drafts   accepted
         representing extensions of credit;

               (b) the face  amount  of all  bankers'  acceptances  and  similar
         instruments;


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<PAGE>

               (c) the  amount of any  indemnity  or  reimbursement  obligations
         arising  from or relating to letters of credit,  letters of  guarantee,
         legally binding comfort letters, guarantees or security bonds issued on
         behalf of such person;

               (d) all obligations (whether or not with respect to the borrowing
         of  money)  that are  evidenced  by bonds,  debentures,  notes or other
         similar   instruments,   whether  or  not  any  such   instruments  are
         convertible into capital, or that are not so evidenced,  but that would
         be considered by GAAP to be indebtedness for borrowed money;

               (e) all obligations  upon which interest  charges are customarily
         paid by that Person (including purchase money obligations);

               (f) principal  obligations as lessee under capital leases, all as
         determined in accordance with GAAP;

               (g) all  obligations  (contingent  or otherwise)  under any hedge
         agreements  (after  deducting  the  market  value  at such  time of any
         collateral or credit  support  posted or  transferred to the applicable
         counterparty as security for such obligations);

               (h)  any  deferred   purchase  price  for  property  or  services
         purchased   (including   vendor   financing  in  connection   with  any
         investment, but excluding trade payables and other liabilities incurred
         in the ordinary course of business);

               (i) any  transfer of property or assets  which has been made with
         recourse to the transferor or any obligation to repurchase any property
         or assets or to purchase  property or assets regardless of the delivery
         or non-delivery thereof;

               (j) any amount  secured by an encumbrance on any property of such
         person;

               (k) any  obligation  to purchase,  redeem or otherwise  retire or
         purchase for cancellation any shares of capital stock in such person at
         the  option of the  holder  thereof,  including  any  obligation  to so
         purchase,  redeem or otherwise  retire or purchase for cancellation any
         shares of capital  stock  issuable  upon the exchange or  conversion of
         other shares; and

               (l) any  contingent  obligation  incurred  for the  purpose of or
         having the effect of providing financial  assistance to another entity,
         including,  any guarantee or indemnity  (other than by  endorsement  of
         negotiable instruments for collection or deposit in the ordinary course
         of business) in any manner of any part or all of an obligation included
         in items (a) through (k) above.

         "E-FUND  AGREEMENT"  means  an  E-Fund  Agreement   originated  by  the
Originator  to an Obligor for the  purchase of a vehicle,  substantially  in the
form of EXHIBIT E hereto.

         "FINANCED  VEHICLE"  means,  in respect of a Contract  and the  related
Receivable,  the Vehicle,  together with all  accessions  thereto,  securing the
related Obligor's  indebtedness in connection with such Contract and the related
Receivable.

         "GAAP" means, as of any date of determination, all applicable generally
accepted  accounting  principles  of  the  Accounting  Principles  Board  of the
American Institute of Certified Public Accountants and the Financial  Accounting
Standards Board which are applicable as of such date.


                                      A-4

<PAGE>

         "HEDGE  COUNTERPARTY" means an interest rate swap or cap provider which
has entered into a hedge agreement with the Company.

         "INACTIVE  RECEIVABLE"  means a  Receivable  with  respect to which the
Servicer has made a good faith  determination  in accordance  with the Servicing
Standard  that the costs of  servicing  such  Receivable  are  greater  than the
expected recoveries with respect to such Receivable.

         "INSURANCE  PROCEEDS"  means,  with  respect  to any  Contract  and the
related Receivable,  any proceeds collected by the Company,  the Servicer or the
Originator or from claims on any physical damage insurance policies covering the
related Financed Vehicle.

         "LENDER"  means  Merrill  Lynch Bank USA, an  industrial  loan  company
organized  pursuant  to the  laws of the  State  of  Utah,  its  successors  and
permitted assigns.

         "MATERIAL  ADVERSE CHANGE" means, in respect of any Person,  any change
having  a  material  adverse  effect  on  the  business,  assets,   liabilities,
operations,  results of  operations,  condition  (financial  or other),  of such
Person,  or the ability of such Person to carry on its business or a significant
part of its business, or which would reasonably be expected to result in, or has
resulted in, a material  adverse effect on the ability of such person to perform
its obligations under the Servicing Agreement.

         "MONTHLY  SERVICER  REPORT"  means a report  substantially  in the form
attached hereto as EXHIBIT D.

         "MONTHLY  TAPE"  means a report  containing  the  fields  set  forth on
Exhibit G-1 (with  respect to reports to be delivered  to the Secured  Party) or
Exhibit G-2 (with respect to reports to be delivered to the Administrator or the
Company).

         "NOTE  AND  SECURITY  AGREEMENT"  means a Note and  Security  Agreement
originated by the Originator to an Obligor for the  refinancing or purchase of a
vehicle, substantially in the form of EXHIBIT F hereto.

         "OBLIGOR" means, with respect to a Contract and the related Receivable,
the consumer and any other person who owes payments  under such Contract and the
related  Receivable  in respect of the  purchase  or  refinancing  of a Financed
Vehicle or such Contract and the related Receivable.

         "PAYMENT  DATE" means the fifteenth  (15th) day of each calendar  month
or, if such day is not a Business Day, the immediately  following  Business Day;
PROVIDED that the Payment Date in respect of the Interest  Period which includes
the Termination  Date shall occur on the  Termination  Date. The initial Payment
Date shall be August 15, 2002.

         "RECEIVABLE"  means any Contract  listed on the Schedule of  Contracts,
and in respect of any such Contract, all amounts payable by the related Obligor,
including,  without  limitation,  all rights to payments on account of principal
and interest  together with all payment  obligations  thereunder  and all moneys
received thereon and the security interest in the related Financed Vehicle.

         "RECEIVABLE  FILE"  means,  collectively,  the  following  documents or
instruments:

               (a) with  respect to a Contract  for the purchase of a Vehicle by
         the  related  Obligor,   collectively,   the  following   documents  or
         instruments:

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<PAGE>

                    (1) the original fully executed Contract (including, without
               limitation,   each  E-Fund   Agreement   or  Note  and   Security
               Agreement);

                    (2) a true  and  complete  copy of the  application  for the
               certificate of title of the related Financed Vehicle,  indicating
               the  Originator,  the  Company or the  Secured  Party as the sole
               lienholder or legal owner thereof;

                    (3) a true and complete  copy of the credit  application  of
               the related Obligor;

                    (4) if the related  Financed  Vehicle is a used  Vehicle,  a
               true and complete  copy of the duly executed  odometer  statement
               (setting forth the elapsed number of miles such Financed  Vehicle
               has  been  driven  at or  about  the  time  of  the  loan  by the
               Originator to the Obligor) with respect to such Financed Vehicle,
               which statement may be included in the bill of sale;

                    (5) if  there is a  co-signer  on the  Contract,  a true and
               complete copy of the duly executed notice to co-signer  delivered
               to the  co-signer,  which  notice may be set forth in the related
               E-Fund Agreement;

                    (6) a true and complete  copy of the duly  executed  service
               contract  or  warranty,  if  any,  with  respect  to the  related
               Financed Vehicle;

                    (7) if the related Financed Vehicle is a new Vehicle, a true
               and complete  copy of the duly executed bill of sale with respect
               to such Financed Vehicle;

                    (8) original  fully executed  promissory  notes and true and
               complete copies of all letters of credit,  agreements,  documents
               and instruments relating to, evidencing,  securing or guarantying
               the loan to the related Obligor;

                    (9) within 240 days after the related  Transfer Date of such
               Contract,  the  original  certificate  of title  for the  related
               Financed  Vehicle,  indicating the Originator,  the Company,  the
               Borrower or the  Secured  Party as the sole  lienholder  or legal
               owner thereof; and

                    (10) any and all other  documents that the Originator  shall
               keep on  file,  in  accordance  with  its  customary  procedures,
               relating to the Serviced Assets  (including  without  limitation,
               the Receivable and the related  Financed  Vehicle) or the related
               Obligor.

               (b) with respect to a Contract for the  refinance of a Vehicle by
         the related Obligor:

                    (1) the original fully executed Note and Security  Agreement
               or other  form of  Contract,  if  applicable,  together  with any
               modifications   or   amendments   thereto,   including,   without
               limitation, any extension agreements;

                    (2) a true and  complete  copy of a duly  executed  power of
               attorney by the Obligor,  authorizing  the Originator to register
               itself as the sole lienholder on the certificate of title for the
               related Financed Vehicle;

                    (3) a true and complete  copy of the credit  application  of
               the related Obligor;

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<PAGE>

                    (4) a true and complete copy of the duly  executed  odometer
               statement  (setting  forth  the  elapsed  number  of  miles  such
               Financed Vehicle has been driven at or about the time of the loan
               by the  Originator  to the Obligor) with respect to such Financed
               Vehicle, which statement may be included in the bill of sale;

                    (5) if  there is a  co-signer  on the  Contract,  a true and
               complete copy of the duly executed notice to co-signer  delivered
               to the  co-signer,  which  notice may be set forth in the related
               Note and Security Agreement;

                    (6) original  fully executed  promissory  notes and true and
               complete copies of all letters of credit,  agreements,  documents
               and instruments relating to, evidencing,  securing or guarantying
               the loan to the related Obligor;

                    (7) within 240 days after the related  Transfer Date of such
               Contract,  the  original  certificate  of title  for the  related
               Financed Vehicle,  indicating the Originator,  the Company or the
               Secured Party as the sole lienholder or legal owner thereof; and

                    (8) any and all other  documents that the  Originator  shall
               keep on  file,  in  accordance  with  its  customary  procedures,
               relating to the  Receivable,  the related  Obligor or the related
               Financed Vehicle, including, without limitation, any record, in a
               format  acceptable to the Secured Party (e.g.,  compact disc), of
               each draft  executed by a prior  lender/lienholder  setting forth
               the  acknowledgment by such  lender/lienholder  of the release of
               its lien.

         "SCHEDULE OF CONTRACTS" means a schedule of Contracts to be transferred
by the  Originator to the Company on any Transfer Date, a copy of which has been
delivered by the Company or the Originator to the Servicer and Custodian.

         "SERVICING STANDARD" has the meaning set forth in Article II.

         "SUBSIDIARY"  means,  with  respect to any person,  any other person of
which at least a majority of the securities or other ownership  interests having
by the terms thereof  ordinary  voting power to elect a majority of the board of
directors or other persons  performing  similar  functions of such  corporation,
partnership  or  other  entity  (irrespective  of  whether  or not  at the  time
securities  or other  ownership  interests of any other class or classes of such
corporation,  partnership  or other  entity shall have voting power by reason of
the happening of any contingency) is at the time directly or indirectly owned or
controlled by such person or one or more  Subsidiaries of such person or by such
person and one or more Subsidiaries of such person.

         "TRANSFER  DATE" means any Business Day on which the  Originator  sells
Receivables  and the  related  Serviced  Assets to the  Company  pursuant to the
Contribution  and Sale  Agreement  (including  without  limitation,  the Closing
Date).

         "TRUST ACCOUNT" has the meaning set forth in Article VIII.

         "VEHICLE"  means  a new or used  passenger  automobile,  sport  utility
vehicle,  light-duty  truck, van or minivan which has been purchased or financed
by an Obligor pursuant to the provisions of a Contract.


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