Exhibit 10.10

SECOND AMENDMENT TO CREDIT AGREEMENT

ThisSECOND AMENDMENT TO CREDIT AGREEMENTis made
and entered into as of June 3, 2003 (as it may be modified, supplemented or
amended from time to time in accordance with its terms, this
"Amendment") by and among E-LOAN AUTO FUND ONE, LLC, a
Delaware limited liability company (the "Borrower"), E-LOAN,
INC., a Delaware corporation (the "E-Loan"), and MERRILL
LYNCH BANK USA, an industrial loan company organized under the laws of Utah
(together with its successors and assigns, the "Lender") to the
Existing Credit Agreement (as defined below).

BACKGROUND

WHEREAS, the Borrower, E-Loan and the Lender entered into
a Credit Agreement dated as of June 1, 2002 (as amended, supplemented and
otherwise modified, the "Existing Credit Agreement"), pursuant
to which the Lender extended financing to the Borrower on the terms and
conditions set forth therein;

WHEREAS, the parties to the Existing Credit Agreement
desire to amend the Existing Credit Agreement to extend the Commitment
Expiration Date for an additional thirty (30) days;

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

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

SECTION 2. Amendment.  Effective upon the execution and
delivery of this Amendment the defined term "Commitment Expiration
Date" in Schedule A of the Existing Credit Agreement is hereby amended and
restated in its entirety as follows:

"Commitment Expiration Date" means July 14,
2003 (unless otherwise extended by the Lender in its sole discretion in
accordance with the terms and conditions of Section 2.1 of the Credit
Agreement).

SECTION 3. Conditions Precedent.  The effectiveness of this
Amendment is subject to (a) the due authorization, execution and delivery by the
parties hereto of this Amendment (including, without limitation Systems &
Services Technologies, Inc.) and (b) the due authorization, execution and
delivery by the parties to the Second Amendment to the Loan Agreement, dated
June 3, 2003, between E-Loan, Inc. and Merrill Lynch Mortgage Capital
Inc.

SECTION 4. Representations, Warranties & Covenants. (a) The
Borrower hereby confirms that each of its representations, warranties and
covenants set forth in the Existing Credit Agreement, as amended by this
Amendment, are true and correct as of the date first written above with the same
effect as though each had been made as of such date, except to the extent that
any of such representations, warranties or covenants expressly relate to earlier
dates.  Except as expressly amended by the terms of this Amendment, all terms
and conditions of the Credit Agreement and the other Credit Documents shall
remain in full force and effect and E-Loan and the Borrower hereby ratify their
respective obligations thereunder.

(b) The Borrower confirms that as of the date hereof its
obligations under the Existing Credit Agreement, as amended by this Amendment,
and the other Credit Documents are in full force and effect and are hereby
ratified.  The Borrower represents and warrants that (i) the Termination Date
has not occurred and no Event of Default, or condition or event which, after
notice or lapse of time or both, will constitute an Event of Default, has
occurred, (ii) it has the power and is duly authorized to execute and deliver
this Amendment, (iii) this Amendment has been duly authorized, executed and
delivered and constitutes the legal, valid and binding obligation of it
enforceable against it in accordance with its terms, (iv) it is and will
continue to be duly authorized to perform its obligations under this Amendment
and the other Credit Documents, (v) the execution, delivery and performance by
it of this Amendment does not and will not require any consent or approval,
which has not already been obtained, from any Governmental Authority, equity
owner or any other Person, and (vi) the execution, delivery and performance by
it of this Amendment shall not result in the breach of, or constitute a default
under, any material agreement or instrument to which it is a
party.

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

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

SECTION 7. Miscellaneous.

1. The parties hereto hereby agree that the amendments set
forth in this Amendment shall be incorporated into the Existing Credit
Agreement.  This Amendment constitutes the entire agreement concerning the
subject matter hereof and supercedes any and all written and/or oral prior
agreements, negotiations, correspondence, understandings and
communications.
2. Any reference to the Existing Credit Agreement from and
after the date hereof shall be deemed to refer to the Existing Credit Agreement
as amended hereby, unless otherwise expressly stated.
3. This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.
4. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original but all of
which shall constitute together but one and the same agreement.
5. The headings appearing in this Amendment are included
solely for convenience of reference and are not intended to affect the
interpretation of any other provision of this Amendment.

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IN WITNESS WHEREOF, the parties have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.

E-LOAN AUTO FUND ONE, LLC, as Borrower
By:______/s/_________________________
Name:  Steven M. Majerus
Title:   PresidentE-LOAN, INC.
By:______/s/_________________________
Name:  Steven M. Majerus
Title:  SVP, Capital MarketsMERRILL LYNCH BANK USA,as Lender
By:______/s/_________________________
Name:  Michael Blum
Title:  Managing Director

ACKNOWLEDGED AND AGREED:

SYSTEMS & SERVICES TECHNOLOGIES,
INC., as Servicer and Custodian
By:______/s/_________________________
Name:  Joseph Booz
Title:  Executive Vice President

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