Exhibit 10.20

THIRD AMENDMENT TO CREDIT AGREEMENT

This**THIRD AMENDMENT TO CREDIT AGREEMENT**is madeand entered into as of July 14, 2003 (as it may be modified, supplemented oramended from time to time in accordance with its terms, this"Amendment") by and among **E-LOAN AUTO FUND ONE, LLC**, aDelaware limited liability company (the "Borrower"), **E-LOAN,INC.**, a Delaware corporation (the "E-Loan"), and **MERRILLLYNCH BANK USA**, an industrial loan company organized under the laws of Utah(together with its successors and assigns, the "Lender").

BACKGROUND

WHEREAS, the Borrower, E-Loan and the Lender entered intoa Credit Agreement dated as of June 1, 2002, as amended by the FirstAmendment dated as of June 16, 2002 and as amended by the Second Amendment datedas of June 3, 2003 (as further amended, supplemented and otherwise modified, the"Existing Credit Agreement"), pursuant to which the Lenderextended financing to the Borrower on the terms and conditions set forththerein;

WHEREAS, the parties to the Existing Credit Agreementdesire to amend the Existing Credit Agreement to, *inter alia* (i) extendthe Commitment Expiration Date, (ii) amend and restate Section 8.1 in itsentirety and (iii) to add certain reporting requirements;

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

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

Amendment
.  Effective upon the execution anddelivery of this Amendment:

Section 2.4.2 of the Existing Credit Agreement shall beamended and restated in its entirety as follows:

The Borrower shall repay to the Lender, in respect of theoutstanding Aggregate Loan Balance, on each Payment Date (x) all PrincipalCollections and the principal portion of any and all Recoveries and (y) anyPrincipal Shortfall.  From and after the occurrence of an Event of Default, allamounts on deposit in the Collection Account as of the last day of theimmediately preceding Monthly Period, after payment of amounts then due andpayable pursuant to clauses (a) through (c) of Section 8.1, shall be appliedagainst the entire outstanding Aggregate Loan Balance (whether or not suchprincipal is then due).
Section 2.5.1 of the Existing Credit Agreement is herebyamended and supplemented by adding the following sentence as the penultimatesentence thereof:

Upon delivery by the Borrower or the Administrator to theLender of an irrevocable notice to be delivered not less than five (5) BusinessDays prior to the proposed date of such repayment, the Borrower shall have theright to repay on any Payment Date from and after the Commitment ExpirationDate, in immediately available funds, the entire then outstanding principal ofall Advances together with any and all accrued and unpaid interest thereon, anyand all amounts due and payable under each Hedge Agreement, and any and allother amounts due and payable in respect of the Obligations (for the avoidanceof doubt, after payment in full of such amounts, the Lender shall have no rightto exercise any Call Option in respect of the Receivables securing such Advancesor to direct the sale of the Receivables securing such Advances pursuant toSection 2.8).
the proviso in clause (b) of Section 2.5.2 of theExisting Credit Agreement shall be amended and restated in its entirety asfollows:

; *provided* that such release will not result in either(x) the Aggregate Loan Balance on such day of repayment being greater than theCredit Facility Limit on such day or (y) the Aggregate Loan Balance on such dayof repayment being greater than the Target Loan Balance on such day.
the phrase "together with any Breakage Fee thenpayable" in Section 2.5.3 of the Exiting Credit Agreement is hereby deletedin its entirety.

the parenthetical phrase "(including any BreakageFee)" in each of Section 2.5.4 and Section 2.6.3 of the Existing CreditAgreement is hereby deleted in its entirety. 

each of the reference to "Breakage Fee" inSection 3.2 of the Existing Credit Agreement and the reference to "BreakageFee(s)" in Section  3.6 of the Existing Credit Agreement is herebydeleted.

Section 7.1.1(y) of the Existing Credit Agreement shallbe amended and restated in its entirety as follows:

two Business Days prior to each Payment Date, the Borrowershall deliver (or cause to be delivered) to the Lender and the Servicer, in bothwritten and electronic format, (i) a Monthly Servicer Report (in the formof Exhibit F and which will contain, among other things, the performance of theCollateral by Tranche), and (ii) a Schedule of Contracts (in electronic formatas Appendix A) corresponding to the Eligible Contracts comprising the Collateralpledged to the Lender, listing by Tranche and Obligor all Receivables togetherwith a report setting forth the delinquency status of each receivable in a formacceptable to the Lender and (iii) a Monthly Distribution Statement to becertified by an officer of each of the Administrator and the Borrower;
the Existing Credit Agreement shall be amended andsupplemented by adding the following Section 7.1.1(ee):

(ee)	as of any date of determination, not more than fivepercent (5%) of the Aggregate Outstanding Balance is comprised of Contractsoriginated in person-to-person transactions.
the Existing Credit Agreement shall be amended andsupplemented by adding the following Section 7.1.1(ff):

(ff)	as of any date of determination, not more than twopercent (2%) of the Aggregate Outstanding Balance is comprised of Vehicles thatare motorcycles.
the Existing Credit Agreement shall be amended andsupplemented by adding the following Section 7.1.2:

In order to induce the Lender to make Advances on the termsand conditions set forth in this Agreement, in connection with the first SixHundred Million Dollars ($600,000,000) of Receivables subject to one or moreSecuritizations, each of E-Loan, Inc. and the Borrower agrees to pay, or causeto be paid, to the Lender, on each payment date of each such Securitization, anamount equal to the product of (x) five percent (5%), (y) the residualdistribution of the issuer under each such Securitization and (z) the Lender'sResidual Percentage of such Securitization.  The Borrower, E-Loan, Inc. and theLender shall structure each such Securitization so that the residualdistribution will not represent any overcollateralization (which shall be thedifference between the principal balance of the Receivables included in suchSecuritization minus the original principal balance of the asset-backedsecurities collateralized by such Receivables).  This Section 7.1.2 shallsurvive the termination of this Agreement and the repayment of theObligations.

Section 8.1
 of the Existing Credit Agreement shallbe amended and restated in its entirety as follows:

The Borrower shall hold (or cause to be held) in theCollection Account any and all amounts deposited therein from time to time intrust for the Lender and shall not withdraw any amount from the CollectionAccount, other than (i) any amount which is not contemplated to be depositedinto the Collection Account pursuant to the terms of this Agreement and theother Credit Documents and (ii) in accordance with this Section 8.1.  TheBorrower and the Lender hereby agree that, pursuant to the AdministrationAgreement, the Administrator shall apply (or cause to be applied) the monies ondeposit in the Collection Account as of the last day of the immediatelypreceding Monthly Period (including, for greater certainty, any interest earnedthereon and credited to the Collection Account) on each Payment Date (unlessotherwise specifically stated below) as follows and as may be more particularlyset forth in the related Monthly Distribution Statement:

first, to each Hedge Counterparty, 
pro rata
, anypayments, if any, due under any Hedge Agreement;

second, to the Servicer, the Custodian and theAdministrator, 
pro rata
, the Servicing and Custodian Fee and theAdministrator Fee, respectively;

third, to the Lender Account (or as the Lender mayotherwise direct in writing to the Borrower and the Administrator), an amountequal to all interest on each related Advance which has accrued hereunder forthe related Interest Period and which is due or remains unpaid on such PaymentDate;

fourth, to the Lender Account (or as the Lender mayotherwise direct in writing to the Borrower and the Administrator) any and allPrincipal Collections, the principal portion of any and all Recoveries, andother amounts (other than Principal Shortfalls) that the Borrower is required toor has agreed to make pursuant to Section 2.4 or Section 2.5, as applicable, tothe extent not already paid by or on behalf of the Borrower;

fifth, to the Lender Account (or as the Lender mayotherwise direct in writing to the Borrower and the Administrator), 
prorata
 among all Tranches based on the Outstanding Tranche Collateral Balanceas of the last day of the previous Monthly Period, the Principal Shortfall, ifany;

sixth, to the Servicer, the Custodian and theAdministrator, 
pro rata
, any and all amounts due and payable under theServicing and Custodian Agreement or the Administration Agreement(respectively), to the extent not already paid hereunder or by or on behalf ofthe Borrower;

seventh, to the Borrower (or as the Borrower mayotherwise direct in writing to the Administrator), any Servicing Fee SavingsAmount;  and

eighth, (x) to the extent of any proceeds from anySecuritization in excess of the net payoff amount therefor or the proceeds ofany whole loan sale in accordance with this Agreement or in connection with anyprepayment of the entire outstanding principal balance of all Advances pursuantto Section 2.5.1, to the Borrower's Account (or as the Borrower may otherwisedirect in writing to the Administrator), any balance remaining in the CollectionAccount and (y) to the Borrower or its assignee and the Lender, 
pro rata
,the Borrower's Percentage of any balance remaining in the Collection Account tothe Borrower's Account (or as the Borrower may otherwise direct in writing tothe Administrator) and the Lender's Percentage of any balance remaining in theCollection Account to the Lender's Account (or as the Lender may otherwisedirect in writing to the Borrower and the Administrator); 
provided
 that(1) after the occurrence of an Event of Default, no amount shall be paid to theBorrower from the Collection Account until such time as the Obligations arerepaid in full and until such payment in full, all amounts in the CollectionAccount shall be paid to the Lender on account of the Obligations and (2) duringthe continuance of a Pending Event of Default, all amounts payable to theBorrower pursuant to this Section 8.1(g) shall be held on deposit in theCollection Account for application on the immediately following Payment Datepursuant to Section 8.1.

The proviso set forth in the second sentence of Section12.7.1 is hereby amended and restated in its entirety as follows:

; *provided* that, prior to the occurrence orcontinuance of a Pending Event of Default, Event of Default or Servicer Default,the Borrower shall not be required to reimburse the Lender for more than $50,000per annum for any fees and expenses in connection with any inspections pursuantto Section 7.1.1(q) of this Agreement.

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"30+ Day Delinquency Trigger Event" meansfor a period of two consecutive months or more, either (i) the 30+ DayDelinquency Ratio for any Tranche shall exceed 1.5% for one or more Trancheswith an aggregate Outstanding Tranche Collateral Balance of more than 25% of theAggregate Outstanding Balance, which excess shall remain uncured for a period ofone month or more, or (ii) the aggregate Outstanding Tranche Collateral Balanceof all 30+ Day Delinquent Contracts in any one Tranche shall exceed 2.5% of theOutstanding Tranche Collateral Balance of such Tranche.  Such excess shall bedeemed to have been cured if, for a period of at least three consecutive monthsfrom and after the occurrence of such 30+ Day Delinquency Trigger Event (i) the30+ Day Delinquency Ratio for each Tranche does not exceed 1.5% for each Tranchewith an aggregate Outstanding Tranche Collateral Balance of more than 25% of theAggregate Outstanding Balance and (ii) the aggregate Outstanding TrancheCollateral Balance of all 30+ Day Delinquent Contracts in any one Tranche doesnot exceed 2.5% of the Outstanding Tranche Collateral Balance of suchTranche.

the defined term "Administrator Fee" inSchedule A of the Existing Credit Agreement is hereby amended and restated inits entirety as follows:

*"Administrator Fee" means the compensationpayable to the Administrator for its services under the Administration Agreementand for its service in providing on each Payment Date the duly completed MonthlyDistribution Statement, which amount shall not exceed $2,000 per month.

the defined term "Annualized Net Loss" inSchedule A of the Existing Credit Agreement is hereby amended and restated inits entirety as follows:

*"Annualized Net Loss" means, with respect toany Tranche, an amount equal to the product of (i) 12 and (ii) the quotient of(x) the Cumulative Net Losses, divided by (y) the number of months elapsed sincethe issuance of such Tranche.

the defined term "Annualized Net Loss Ratio" inSchedule A of the Existing Credit Agreement is hereby amended and restated inits entirety as follows:

*"Annualized Net Loss Ratio" means, withrespect to any Tranche, the ratio of (x) the amount of all Annualized Net Losseswith respect to such Tranche, to (y) the quotient of (i) the sum of the currentOutstanding Tranche Collateral Balance and the Original Tranche CollateralBalance, divided by (ii) two (2).

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Borrower's Percentage" means, for eachPayment Date, an amount equal to (x) 100% minus (y) the Lender's Percentage forsuch Payment Date.

the defined term "Commitment Expiration Date"in Schedule A of the Existing Credit Agreement is hereby amended and restated inits entirety as follows:

*"Commitment Expiration Date" means July 13,2005 (unless otherwise extended by the Lender in its sole discretion inaccordance with the terms and conditions of Section 2.1 of the CreditAgreement).

the defined term "Credit Facility Limit" inSchedule A of the Existing Credit Agreement is hereby amended and restated inits entirety as follows:

*"Credit Facility Limit" means an amountequal to Eight Hundred Million Dollars ($800,000,000).

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Cumulative Net Losses" means, as of anydate of determination, with respect to a Tranche, the difference between (i) theaggregate amount of all Defaulted Receivables in such Tranche and (ii) anyRecoveries in respect of the Defaulted Receivables in such Tranche.

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Cumulative Net Loss Ratio" means, withrespect to a Tranche, the ratio of Cumulative Net Losses for such Tranche tothe aggregate Original Tranche Collateral Balance of such Tranche.

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Cumulative Net Loss Ratio Excess" means,for any Tranche, as of any date of determination, the Cumulative Net Loss Ratioof such Tranche exceeds the amount set forth in Column B of Exhibit 1 for therelated month of seasoning of such Tranche set forth in Column A of Exhibit1.

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Cumulative Net Loss Trigger Event" meansfor a period of two consecutive months or more, an event or condition withrespect to all such Tranches determined to have a Cumulative Net Loss RatioExcess, where the quotient of (x) the sum of the current Outstanding TrancheCollateral Balances of all such Tranches, divided by (y) the AggregateOutstanding Balance of all Tranches, shall be equal to or greater than fiftypercent (50%).  Such excess shall be deemed to have been cured if, for a periodof at least three consecutive months from and after the occurrence of suchCumulative Net Loss Trigger Event, the quotient of (x) the sum of the currentOutstanding Tranche Collateral Balances of all Tranches determined to have aCumulative Net Loss Ratio Excess, divided by (y) the Aggregate OutstandingBalance of all Tranches, is less than fifty percent (50%).

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Lender's Percentage" means, for eachPayment Date, an amount equal to the product of (x) the quotient of (i) theOutstanding Balance of all Shared Distribution Receivables as of the last day ofthe immediately preceding Monthly Period, divided by (ii) the AggregateOutstanding Balance as of the last day of the immediately preceding MonthlyPeriod, multiplied by (y) fifteen percent (15%).

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Lender's Residual Percentage" means, withrespect to any Securitization, a percentage equal to the lesser of (a) 100% and(b) the quotient (expressed as a percentage) of (i) Six Hundred Million Dollars($600,000,000) minus the sum of the principal balances of all Receivablessubject to all Securitizations closing prior to the date of such Securitization,divided by (ii) the principal balance of all Receivables subject to suchSecuritization; provided, however, that if the difference calculated pursuant toclause (i) above is a negative number, then clause (i) shall be deemed to bezero.

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

"*Monthly Distribution Statement*" means astatement created by the Administrator for each Payment Date which shall detailthe amounts to be paid pursuant to Section 8.1 and shall also provide a covenantcompliance summary together with all supporting documentation regarding theinformation described therein, in each case in a form and substance satisfactoryto the Lender, setting forth the status of each of the Trigger Events and thecovenants contemplated by Sections 2.6.2, 3.7(d), 7.1.1(dd), 7.1.1(ee),7.1.1(ff), 7.2.1(u), 7.2.1(v), 7.2.1(w), 7.2.1(x), 7.3(b), 7.3(c), 7.3(e) and7.3(f) of this Agreement and items (viii) and (xv) of Schedule J of thisAgreement, in each case as of the last day of the immediately preceding MonthlyPeriod.

the defined term "Outstanding Tranche CollateralBalance" in Schedule A of the Existing Credit Agreement is hereby amendedand restated in its entirety as follows:

*"Outstanding Tranche Collateral Balance"means, as of the related date of calculation, with respect to the Receivablesforming part of the Related Tranche Collateral for any Tranche, the aggregateOutstanding Balance of all such Receivables forming part of such Related TrancheCollateral on such day less the aggregate principal balance of all DefaultedReceivables forming part of such Related Tranche Collateral on such day.  Withrespect to any calculation of the covenants set forth in clauses (u) through (x)of Section 7.2.1, the related date of calculation shall be the last day theimmediately preceding Monthly Period.

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Principal Collections" means, with respectto each Monthly Period, all Collections in respect of principal paid by or onbehalf of an Obligor.

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Principal Shortfall" means, for eachPayment Date, an amount equal to the excess (if any) between (i) the AggregateLoan Balance as of the last day of the immediately preceding Monthly Periodafter giving effect to Principal Collections and Recoveries applied according toSection 8.1(d) on the current Payment Date and (ii) the Target Loan Balance.

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Recoveries" means, with respect to anyReceivable that has become a Defaulted Receivable, all monies collected by E-Loan, Inc., the Servicer, the Borrower or the Administrator (from whateversource, including but not limited to proceeds of a deficiency balance orinsurance proceeds) on such Defaulted Receivable, net of any expenses incurredby the Servicer in connection therewith and any payments required by law to beremitted to the Obligor.
the defined term "Servicing and CustodianFee" in Schedule A of the Existing Credit Agreement is hereby amended andrestated in its entirety as follows:

*"Servicing and Custodian Fee" has themeaning attributed to such term in the Servicing and Custodian Agreement, andwhich, in any event shall not exceed on each Payment Date an amount equal to theproduct of (i) 0.50%, (ii) 1/12 and (iii) the Aggregate Outstanding Balance asof the last day of the immediately preceding Monthly Period.

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

"*Servicing Fee Savings Amount*" means, foreach Payment Date, an amount equal to the excess (if any) of (a) the product of(i) 0.50%, (ii) 1/12 and (iii) the Aggregate Outstanding Balance as of the lastday of the immediately preceding Monthly Period over (b) the amount of theServicing and Custodian Fee actually paid to the Servicer (and the Custodian, ifapplicable) on such Payment Date pursuant to the Servicing and CustodianAgreement.

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Shared Distribution Receivables" means allReceivables representing the first $800,000,000 of Receivables that have notbecome Defaulted Receivables (based on Original Tranche Collateral Balance) andhave been pledged under the Credit Agreement.

clause (d) of the defined term "Sold Assets" inSchedule A of the Existing Credit Agreement is hereby amended and restated inits entirety as follows:

(d)	any agreements in connection with a person-to-persontransaction, a Dealer, an Eligible Non-Franchise Dealer or manufacturer of aFinanced Vehicle to the extent any such agreement relates to such FinancedVehicle and any payments, income and proceeds from recourse to person-to-persontransaction, Dealers, Eligible Non-Franchise Dealers or manufacturers withrespect to the Receivables; and

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Target Loan Balance" means, for eachPayment Date, the product of (x) the Aggregate Outstanding Balance as of thelast day of the immediately preceding Monthly Period and (y) if no Trigger Eventhas occurred and is continuing, then Ninety-Nine and One-Half Percent (99.5%)or, if a Trigger Event has occurred and is continuing, then Ninety-Eight andOne-Half Percent (98.5%).

clause (iii) of the defined term "TerminationDate" in Schedule A of the Existing Credit Agreement is hereby amended andrestated in its entirety as follows:

(iii) [reserved],

Schedule A of the Existing Credit Agreement shall beamended and supplemented by adding the following defined term in appropriatealphabetical order:

*"Trigger Event" means (i) a 30+ DayDelinquency Trigger Event or (ii) a Cumulative Net Loss Trigger Event.

the defined term "Vehicle" in Schedule A of theExisting Credit Agreement is hereby amended and restated in its entirety asfollows:

*"Vehicle" means a new or used motorcycle,passenger automobile, sport utility vehicle, light-duty truck, van or minivanwhich has been purchased or financed by an Obligor pursuant to the provisions ofa Contract.

Schedule J of the Existing Credit Agreement is herebyamended and restated in its entirety in the form attached hereto as ScheduleJ.

the Existing Credit Agreement is hereby amended andsupplemented by adding Schedule I-a in appropriate order and in the formattached hereto as I-a.

the Existing Credit Agreement is hereby amended andsupplemented by adding Exhibit 1 in the form attached hereto as Exhibit1.

Conditions Precedent
.  The effectiveness of thisAmendment is subject to (a) the due authorization, execution and delivery by theparties hereto of this Amendment (including, without limitation, theacknowledgment and agreement by Systems & Services Technologies, Inc.) and(b) the due authorization, execution and delivery by the parties to the ThirdAmendment to the Loan Agreement, dated July 14, 2003, between E-Loan, Inc. andMerrill Lynch Mortgage Capital Inc.

Representations, Warranties & Covenants
.   TheBorrower hereby confirms that each of its representations, warranties andcovenants set forth in the Existing Credit Agreement, as amended by thisAmendment, are true and correct as of the date first written above with the sameeffect as though each had been made as of such date, except to the extent thatany of such representations, warranties or covenants expressly relate to earlierdates.  Except as expressly amended by the terms of this Amendment, all termsand conditions of the Credit Agreement and the other Credit Documents shallremain in full force and effect and E-Loan and the Borrower hereby ratify theirrespective obligations thereunder.

The Borrower confirms that as of the date hereof itsobligations under the Existing Credit Agreement, as amended by this Amendment,and the other Credit Documents are in full force and effect and are herebyratified.  The Borrower represents and warrants that (i) the Termination Datehas not occurred and no Pending Event of Default or Event of Default hasoccurred, (ii) it has the power and is duly authorized to execute and deliverthis Amendment, (iii) this Amendment has been duly authorized, executed anddelivered and constitutes the legal, valid and binding obligation of itenforceable against it in accordance with its terms, (iv) it is and willcontinue to be duly authorized to perform its obligations under this Amendmentand the other Credit Documents, (v) the execution, delivery and performance byit of this Amendment does not and will not require any consent or approval,which has not already been obtained, from any Governmental Authority, equityowner or any other Person, and (vi) the execution, delivery and performance byit of this Amendment shall not result in the breach of, or constitute a defaultunder, any material agreement or instrument to which it is aparty.

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

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

Miscellaneous
.  

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

Any reference to the Existing Credit Agreement from andafter the date hereof shall be deemed to refer to the Existing Credit Agreementas amended hereby, unless otherwise expressly stated.

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

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

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

Perfection Opinion
. The Borrower acknowledges andagrees that (x) the Lender may require an opinion of counsel, in form andsubstance satisfactory to the Lender and its counsel, that all filings,registrations and recordings to perfect the security interest of the Lender inthe Collateral in all offices and in all jurisdictions where required byapplicable law to do so have been duly made on a timely basis (the"Perfection Opinion"), and (y) although the Lender is not requiringdelivery of a Perfection Opinion in connection with the extension of theCommitment Termination Date pursuant to this Amendment, no course of dealingshall be implied and the Lender, without prejudice, reserves the right torequire such Perfection Opinion.

Section 4.2(h) of Contribution and Sale Agreement
.The parties hereby agree that Section 4.2(h) of the Contribution and SaleAgreement is hereby deleted in its entirety.

[signature page follows.]
**IN WITNESS WHEREOF, the parties have caused thisAmendment to be executed by their respective officers thereunto duly authorizedas of the day and year first above written.
**E-LOAN AUTO FUND ONE, LLC, as Borrower**************************