EXHIBIT 10.21

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                            ADMINISTRATION AGREEMENT

                                     between

                            E-LOAN AUTO FUND ONE, LLC

                                       and

                                  E-LOAN, INC.,
                                as Administrator

                            Dated as of June 1, 2002

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         THIS ADMINISTRATION AGREEMENT (this "AGREEMENT") dated as of June 1,
2002, is between E-LOAN AUTO FUND ONE, LLC, a Delaware limited liability company
("SPE"), and E-LOAN, INC., a Delaware corporation (the "ADMINISTRATOR").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned such terms in SCHEDULE A to the Credit Agreement dated as of
June 1, 2002 (the "CREDIT AGREEMENT") by and among the Administrator, SPE, as
the borrower, and Merrill Lynch Bank USA, as the lender (the "Lender").

                              W I T N E S S E T H :

         WHEREAS, SPE has entered into the Credit Agreement with the Lender
pursuant to which the Lender will make Advances to SPE;

         WHEREAS, pursuant to the Credit Agreement, the Contribution and Sale
Agreement and the other Credit Documents to which SPE is a party (collectively,
the "SPE DOCUMENTS"), SPE is required to perform certain duties;

         WHEREAS, SPE desires to have the Administrator perform certain of the
duties of SPE, and to provide such additional services consistent with this
Agreement and the SPE Documents as SPE may from time to time request;

         WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for SPE on the terms set
forth herein;

         NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

         1.   DUTIES OF THE ADMINISTRATOR.

              (a) DUTIES WITH RESPECT TO THE SPE DOCUMENTS. The Administrator
         shall perform all of its duties as Administrator under this Agreement
         and the duties and obligations of SPE under the SPE Documents;
         PROVIDED, HOWEVER, except as otherwise provided in the SPE Documents,
         that the Administrator shall have no obligation to make any payment
         from its own funds that is required to be made by SPE under any SPE
         Document. In addition, the Administrator shall consult with SPE
         regarding its duties and obligations under the SPE Documents. The
         Administrator shall monitor the performance of SPE and shall advise SPE
         when action is necessary to comply with SPE's duties and obligations
         under the SPE Documents. The Administrator shall prepare for execution
         by SPE or shall cause the preparation by other appropriate persons of
         all such documents, reports, filings, instruments, certificates and
         opinions as it shall be the duty of SPE to prepare, file or deliver
         pursuant to the SPE Documents. In furtherance of the foregoing, the
         Administrator shall take all appropriate action that is the duty of SPE
         to take pursuant to the SPE Documents.

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         (b)  DUTIES WITH RESPECT TO SPE.

              (i) In addition to the duties of the Administrator set forth
         above, the Administrator shall perform such calculations, and shall
         prepare for execution by SPE or shall cause the preparation by other
         appropriate persons of all such documents, reports, filings,
         instruments, certificates and opinions, as it shall be the duty of SPE
         to perform, prepare, file or deliver pursuant to the SPE Documents, and
         at the request of SPE shall take all appropriate action that it is the
         duty of SPE to take pursuant to the SPE Documents.

              (ii) The Administrator hereby agrees to prepare and execute on
         behalf of SPE all such documents, reports, filings, instruments,
         certificates and opinions as it shall be the duty of SPE to prepare,
         file or deliver pursuant to the SPE Documents or otherwise by law.
         Without limiting the foregoing, the Administrator agrees to prepare the
         Monthly Servicer Report with respect to each Payment Date.

         (c)  DUTIES WITH RESPECT TO CREDIT DOCUMENTS.  The Administrator shall
    perform all of the duties of the Administrator under the Credit Documents.

Notwithstanding anything to the contrary in the Agreement, the Administrator
shall not be obligated to, and shall not, take any action that SPE directs the
Administrator not to take nor which would result in a violation or breach of
SPE's covenants, agreements or obligations under any of the SPE Documents.

         2. RECORDS. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by SPE and the Lender at
any time during normal business hours.

         3. COMPENSATION; PAYMENT OF FEES AND EXPENSES. As compensation for the
performance of the Administrator's obligations under this Agreement and as
reimbursement for its expenses related thereto, the Administrator shall be
entitled to receive the Administration Fee on each Payment Date in accordance
with the Credit Agreement. The Administrator shall pay all expenses incurred by
it in connection with its activities hereunder.

         4. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of SPE with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless expressly
authorized by SPE, the Administrator shall have no authority to act for or to
represent SPE in any way (other than as permitted hereunder) and shall not
otherwise be deemed an agent of SPE.

         5. NO JOINT VENTURE. Nothing contained in this Agreement (i) shall
constitute the Administrator and SPE as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, (ii) shall be construed to impose any liability as such on any of them
or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.


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         6. OTHER ACTIVITIES OF THE ADMINISTRATOR. Nothing herein shall prevent
the Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an administrator for any
other Person even though such Person may engage in business activities similar
to those of SPE or the Lender.

         7. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR. The
Administrator represents and warrants to SPE and the Lender as follows:

              (a) ORGANIZATION AND POWER. The Administrator is a corporation
         duly organized, validly existing and in good standing under the laws of
         the State of Delaware and has full power, authority and legal right to
         carry on its business as now conducted and to enter into and perform
         its obligations hereunder and under each of the other Credit Documents
         to which it is a party. The Administrator is qualified to do business
         and in good standing in every other jurisdiction where the failure to
         do so would have a material adverse effect.

              (b) AUTHORIZATION, EXECUTION AND VALIDITY. The Administrator has
         duly authorized, executed and delivered this Agreement and (assuming
         the due authorization, execution and delivery by each other party
         hereto) this Agreement constitutes the legal, valid and binding
         obligations of the Administrator, enforceable against the Administrator
         in accordance with its terms, except as enforceability may be limited
         by bankruptcy, insolvency, reorganization, moratorium or other laws
         affecting the enforcement of creditors', mortgagees' or lessors' rights
         in general and by general principles of equity (regardless of whether
         such enforceability is considered in a proceeding in equity or at law).

              (c) LITIGATION. There are no actions, suits or proceedings pending
         or, to the knowledge of the Administrator, threatened against the
         Administrator, before any Governmental Authority which individually or
         in the aggregate would impair the ability of the Administrator to
         perform its obligations under this Agreement or which question the
         validity of this Agreement or any action taken or to be taken pursuant
         hereto. The Administrator is not in default with respect to any order
         of any Governmental Authority, the default under which would adversely
         affect the ability of the Administrator to perform its obligations
         under this Agreement.

              (d) CONSENTS. No consent, approval or authorization of, or filing,
         registration or qualification with, or giving of notice or taking of
         any other action with respect to, any Governmental Authority is
         required in connection with the execution, delivery and performance by
         the Administrator of this Agreement or the performance by the
         Administrator of the transactions contemplated hereby, other than any
         such consent, approval, authorization, filing, registration,
         qualification, notice or action as has been duly obtained, given or
         taken and is in full force and effect.

         8. CORPORATE EXISTENCE; STATUS; MERGER. The Administrator will obtain
and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of, or to permit the Administrator to perform its
obligations under, this Agreement.


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         9. ADMINISTRATOR TERMINATION EVENTS; TERMINATION OF THE ADMINISTRATOR.

              (a) Subject to SECTION 9(B), this Agreement shall continue in
         force until the dissolution of SPE, upon which event this Agreement
         shall automatically terminate.

              (b) The occurrence of any one of the following events (each, an
         "ADMINISTRATOR TERMINATION EVENt") shall also entitle SPE, subject to
         SECTION 20 hereof, to terminate and replace the Administrator:

                   (i) the Administrator shall have created, either directly or
              indirectly, or allowed to suffer to exist, any Encumbrance
              attributable to it on the Collateral, other than Permitted
              Encumbrances; or

                   (ii) a material default in the observance or performance of
              any covenant or agreement or obligation of the Administrator, or
              any representation or warranty proves to have been incorrect in
              any material respect as of the time made or deemed to have been
              repeated, and within 30 days the circumstance or condition in
              respect of which such covenant, agreement, representation or
              warranty was incorrect shall not have been eliminated or otherwise
              cured.

              (c) If an Administrator Termination Event shall have occurred, SPE
         may, subject to SECTION 20 hereof, by notice given to the
         Administrator, terminate all or a portion of the rights and powers of
         the Administrator under this Agreement, including the rights of the
         Administrator to receive the Administration Fee for all periods
         following such termination; PROVIDED, HOWEVER, that such termination
         shall not become effective until such time as SPE, subject to SECTION
         20 hereof, shall have appointed a successor Administrator in the manner
         set forth below. Upon any such termination, all rights, powers, duties
         and responsibilities of the Administrator under this Agreement shall
         vest in and be assumed by any successor Administrator appointed by SPE,
         subject to SECTION 20 hereof, pursuant to a management agreement
         between SPE and such successor Administrator, containing substantially
         the same provisions as this Agreement (including with respect to the
         compensation of such successor Administrator), and the successor
         Administrator is hereby irrevocably authorized and empowered to execute
         and deliver, on behalf of the Administrator, as attorney-in-fact or
         otherwise, all documents and other instruments, and to do or accomplish
         all other acts or things necessary or appropriate to effect such
         vesting and assumption. Further, in such event, the Administrator shall
         use its commercially reasonable efforts to effect the orderly and
         efficient transfer of the administration of SPE to the new SPE
         Administrator.

              (d) SPE, subject to SECTION 20 hereof, may waive in writing any
         Administrator Termination Event by the Administrator in the performance
         of its obligations hereunder and its consequences. Upon any such waiver
         of a past Administrator Termination Event, such Administrator
         Termination Event shall cease to exist, and any Administrator
         Termination Event 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 Administrator Termination Event or
         impair any right consequent thereon.


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         10. ACTION UPON TERMINATION OR REMOVAL. Promptly upon the effective
date of termination of this Agreement pursuant to SECTION 9, or the removal of
the Administrator pursuant to SECTION 9, the Administrator shall be entitled to
be paid, in accordance with the Credit Agreement, all fees and reimbursable
expenses accruing to it to the date of such termination or removal; provided,
however, that any such amounts payable to the Administrator shall be net of any
damages, losses, liabilities (including liabilities for penalties), actions,
suits, judgments, demands, costs and expenses (including, without limitation,
interest or reasonable attorneys' fees and expenses) incurred by SPE, the Lender
or any Hedge Counterparty resulting from the gross negligence or willful
misconduct of the Administrator in performing (or failing to perform) its
obligations under this Agreement.

         11. ENCUMBRANCES. The Administrator will not directly or indirectly
create, allow or suffer to exist any Encumbrance on the Collateral other than
Permitted Encumbrances.

         12. NOTICES. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:

             (a)      if to the Administrator, to:

                      E-LOAN, Inc.
                      5875 Arnold Road
                      Dublin, CA 94568
                      Attention: Tom Knight, Treasurer
                      Facsimile: (925) 560-3408
                      Confirmation No.: (925) 241-2510

             (b)      if to SPE, to:

                      E-LOAN Auto Fund One, LLC
                      5875 Arnold Road
                      Dublin, CA 94568
                      Attention: Steven M. Majerus, President
                      Facsimile: (925) 556-2178
                      Confirmation No.: (925) 560-2626

or to such other address as any party shall have provided to the other parties
in writing; PROVIDED that any notice provided by any party hereunder shall also
be provided to the Lender at the address provided in SECTION 12.10 of the Credit
Agreement. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid or hand-delivered to
the address of such party as provided above.

         13. AMENDMENTS. This Agreement may be amended in any respect from time
to time by the parties hereto with the consent of the Lender.

         14. GOVERNING LAW; SUBMISSION TO JURISDICTION.

              (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
         GOVERNED BY THE LAWS OF THE STATE OF NEW YORK


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         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.

              (b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
         SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION
         OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
         MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
         DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
         ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
         ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
         JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
         UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
         PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR,
         TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE
         PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
         PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
         JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
         BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT SHALL
         AFFECT ANY RIGHT THAT THE ADMINISTRATOR OR THE LENDER MAY OTHERWISE
         HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
         ANY OTHER CREDIT DOCUMENT AGAINST SPE OR THE ADMINISTRATOR OR ITS
         PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY HERETO HEREBY
         IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY
         LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR
         HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING
         ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
         DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 14(B). EACH OF THE
         PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
         PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
         MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH PARTY
         TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE
         MANNER PROVIDED FOR NOTICES IN SECTION 12. NOTHING IN THIS AGREEMENT
         SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS
         IN ANY OTHER MANNER PERMITTED BY LAW. TO THE EXTENT THAT ANY PARTY TO
         THIS AGREEMENT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
         JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
         SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
         EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH
         PARTY TO THIS AGREEMENT HEREBY


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         IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER
         THIS AGREEMENT AND UNDER ANY OTHER CREDIT DOCUMENT.

         15. HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.

         16. COUNTERPARTS. This Agreement may be executed in counterparts, all
of which when so executed shall together constitute but one and the same
agreement.

         17. 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.

         18. NOT APPLICABLE TO E-LOAN, INC. IN OTHER CAPACITIES. Nothing in this
Agreement shall affect any obligation E-LOAN, Inc. may have in any other
capacity.

         19. THIRD PARTY BENEFICIARY. Any assignee or pledgee of SPE's interest
in this Agreement (including without limitation the Lender) is an express third
party beneficiary of the obligations of the Administrator hereunder and may
directly enforce the performance by the Administrator of such obligations.

         20. ASSIGNMENT. Each party hereto hereby acknowledges and consents to
the mortgage, pledge, assignment and grant of a security interest by SPE to the
Lender pursuant to the Auto Fund Security Agreement for the benefit of the
Lender of all of SPE's rights under this Agreement. In addition, the
Administrator hereby acknowledges and agrees that for so long as any Obligations
are outstanding, the Lender will have the right to exercise all rights,
remedies, powers, privileges and claims of SPE under this Agreement.

         21. NO PETITION. The Administrator hereby covenants and agrees that it
will not at any time institute against SPE, or solicit or join in or cooperate
with or encourage any institution against SPE, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or State bankruptcy or similar law.

         22. PERFECTION. In the event that the assignment of a Receivable to SPE
is insufficient, without a notation on the related Financed Vehicle's
Certificate of Title, or without fulfilling any additional administrative
requirements under the laws of the State in which the related Financed Vehicle
is located, to perfect a security interest in such Financed Vehicle in favor of
SPE, the Administrator hereby agrees that it holds its designation as the
secured party on such Certificate of Title as agent of SPE.

                            [SIGNATURES ON NEXT PAGE]


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         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                                     E-LOAN AUTO FUND ONE, LLC

                                     By:  ______________________________________
                                          Name:
                                          Title:



                                     E-LOAN, INC.

                                     By:  ______________________________________
                                          Name:
                                          Title:
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                                                                            PAGE


1.  Duties of the Administrator................................................1

2.  Records....................................................................2

3.  Compensation; Payment of Fees and Expenses.................................2

4.  Independence of the Administrator..........................................2

5.  No Joint Venture...........................................................2

6.  Other Activities of the Administrator......................................3

7.  Representations and Warranties of the Administrator........................3

8.  Corporate Existence; Status; Merger........................................3

9.  Administrator Termination Events; Termination of the Administrator.........4

10. Action upon Termination or Removal.........................................5

11. Encumbrances...............................................................5

12. Notices....................................................................5

13. Amendments.................................................................5

14. Governing Law; Submission to Jurisdiction..................................5

15. Headings...................................................................7

16. Counterparts...............................................................7

17. Severability...............................................................7

18. Not Applicable to E-Loan, Inc. in Other Capacities.........................7

19. Third Party Beneficiary....................................................7

20. Assignment.................................................................7

21. No Petition................................................................7

22. Perfection.................................................................7


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