Q2 2004 Exhibit 10.14





                                           Exhibit 10.14



FOURTH AMENDMENT

                  TO THE

                  SYSTEMS & SERVICES TECHNOLOGIES, INC.

                  SERVICING AND CUSTODIAN AGREEMENT


 

This Fourth Amendment (the "Amendment") to the System &
Services Technologies, Inc. Servicing and Custodian Agreement dated as of June
1, 2002 (as amended, supplemented and otherwise modified from time to time, the
"Agreement") is entered into as of the 29th day of June, 2004 among
Systems & Services Technologies, Inc., as Servicer and Custodian
("SST"), E-Loan Auto Fund One, LLC (the "Company") and E-
LOAN, Inc. as Originator and Administrator.  All capitalized terms used and not
otherwise defined herein shall have the respective meanings attributed to such
terms in the Agreement.


WHEREAS, the parties entered into the Agreement to appoint SST as
Servicer and Custodian of the Serviced Assets; and


WHEREAS, the parties desire to amend and modify the Agreement.


NOW THEREFORE, in consideration of the foregoing and other good
and valuable consideration, receipt and sufficiency of which is mutually
acknowledged, the parties agree as follows:


1.Effective upon the execution and delivery of this Amendment:


(a)Article IV.B.5 of the Agreement is hereby amended and restated in its
entirety as follows: 


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 twenty percent (20%) 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
600.




(b)The contact information for the purpose of notices to the Company, the
Originator and the Administrator as set forth in Article XIII of the Agreement
is hereby amended and restated in its entirety as follows:



To the Company:

E-Loan Auto Fund One, LLC

   6230 Stoneridge Mall Road

   Pleasanton, CA 94588

   Attn:  Mark Lefanowicz

   Facsimile No: (925) 520-6200


With a copy to Edward A. Giedgowd, General Counsel at the same address,
facsimile no. (925) 520-1099.




To the Originator

   or the Administrator:


E-LOAN, Inc.

   6230 Stoneridge Mall Road

   Pleasanton, CA 94588

   Attn:  Mark Lefanowicz, COO

   Facsimile No: (925) 520-6200


With a copy to Edward A. Giedgowd, General Counsel at the same address,
facsimile no. (925) 520-1099.




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

           10th Floor

           New York, NY 10080

           Attn:  Jeffrey S. Cohen

                     Michael Blum

           Telecopy No.: (212) 449-6673

Merrill Lynch Mortgage Capital Inc.

           4 World Financial Center

           16th Floor

           New York, NY 10080

           Attn:  Gene Nagotko

           Telecopy No.: (212) 723-2666




(c)Section C of Article XV of the Agreement is hereby amended and
supplemented to add the following Subsection 6: 


6.Obtaining original PowerChecks®. The Custodian
shall promptly notify (but in no event later than the third Business Day
following the sixtieth day from origination of the related Receivable) the
Secured Party, the Company and the Administrator in the event the Custodian does
not receive, within sixty (60) days from the date of origination of a Receivable
designated to the Servicer for servicing, the original fully executed
PowerCheck® relating to such Receivable, and upon receipt of such
notice the Company and the Administrator shall take reasonable efforts to obtain
the original fully executed PowerCheck® or a replacement
acceptable to the Secured Party and, in either case, deliver such
PowerCheck® to the Servicer for inclusion in the Acknowledged Receivable
File.




(d) Exhibit C to the Agreement is hereby amended and restated in its
entirety in the form attached hereto as Exhibit C.


(e)Exhibit E to the Agreement is hereby amended and restated in its
entirety in the form attached hereto as Exhibit E. 


(f)Exhibit G-1 to the Agreement is hereby amended and restated in its
entirety in the form attached hereto as Exhibit G-1.


(g)The defined term "Acknowledged Receivable File" as set forth
in Appendix A to the Agreement is hereby amended and restated in its entirety as
follows:


"Acknowledged Receivable File" means,
collectively, the following documents or instruments:




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



	a copy of, or access to viewing a digitally-imaged copy
of, the original fully executed PowerCheck® and a final original
Note and Security Agreement or other form of Contract;


	a copy (to the best of the Custodian's knowledge, true
and complete) of (i) the credit application of the related Obligor (which may be
a hard copy or in an electronic medium that may be accessed by the Servicer) and
(ii) the bill of sale with respect to Obligors that have a FICO score under
700;


	if there is a co-signer/co-obligor on the Contract, a
copy (to the best of the Custodian's knowledge, true and complete) of the duly
executed notice to co-signer/co-obligor delivered to the co-signer/co-obligor as
required by law, which notice is set forth in the related Note and Security
Agreement or other form of Contract;


	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; 


	within 240 days after the related Transfer Date of such
Contract, the original certificate of title (which may be a hard copy or, if
authorized by applicable law, in an electronic medium that may be accessed by
the Servicer) 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


	any and all other documents (including, without
limitation, all documents required to be provided by Obligors under the
PowerCheck® used in connection with person-to-person purchase
transactions), 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.


	with respect to a Contract for the refinance or
lease-buy-out of a Vehicle by the related Obligor:



	a copy of, or access to viewing a digitally-imaged copy
of, the original fully executed PowerCheck® and a final original
Note and Security Agreement or other form of Contract;


	a copy (to the best of the Custodian's knowledge, true
and complete) of (i) the credit application of the related Obligor (which may be
a hard copy or in an electronic medium that may be accessed by the Servicer) and
(ii) the bill of sale with respect to Obligors that have a FICO score under
700;


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


	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; 


	within 240 days after the related Transfer Date of such
Contract, the original certificate of title (which may be a hard copy or, if
authorized by applicable law, in an electronic medium that may be accessed by
the Servicer) 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


	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.

(h)The defined term "Contract" as set forth in Appendix A to
the Agreement is hereby amended and restated in its entirety as follows:


"Contract" means the PowerCheck® , 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.




 (i)The defined term "E-Fund Agreement" as set forth in
Appendix A to the Agreement is hereby deleted in its entirety.


(j)Appendix A to the Agreement is hereby amended and supplemented to add
the following defined term in appropriate alphabetical order:


"PowerCheck®" means a draft originated by the
Originator to an Obligor for the purchase or refinancing of a vehicle,
substantially in the form of Exhibit E hereto.




(k)The defined term "Receivable File" as set forth in
Appendix A to the Agreement is hereby amended and restated in its entirety as
follows:


"Receivable File" means, collectively,
the following documents or instruments:




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



	the original fully executed Contract (including, without
limitation, each PowerCheck® and Note and Security Agreement),
together with all amendments and other modifications thereto;


	a true and complete copy of (i) the credit application of
the related Obligor (which may be a hard copy or in an electronic medium that
may be accessed by the Servicer) and (ii) the bill of sale with respect to
Obligors that have a FICO score under 700;


	if there is a co-signer/co-obligor on the Contract, a
true and complete copy of the duly executed notice to co-signer/co-obligor
delivered to the co-signer/co-obligor as required by law, which notice is set
forth in the related Note and Security Agreement;


	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;


	within 240 days after the related Transfer Date of such
Contract, the original certificate of title (which may be a hard copy or, if
authorized by applicable law, in an electronic medium that may be accessed by
the Servicer) 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


	any and all other documents (including, without
limitation, all documents required to be provided by Obligors under the
PowerCheck® used in connection with person-to-person purchase
transactions) 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.


	with respect to a Contract for the refinance or
lease-buy-out of a Vehicle by the related Obligor:



	the original fully executed Contract (including, without
limitation, each PowerCheck®  and Note and Security Agreement),
together with all amendments and other modifications thereto;


	a true and complete copy of (i) the credit application of
the related Obligor (which may be a hard copy or in an electronic medium that
may be accessed by the Servicer) and (ii) the bill of sale with respect to
Obligors that have a FICO score under 700;


	if there is a co-signer/co-obligor on the Contract, a
true and complete copy of the duly executed notice to co-signer/co-obligor
delivered to the co-signer/co-obligor as required by law, which notice is set
forth in the related Note and Security Agreement;


	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;


	within 240 days after the related Transfer Date of such
Contract, the original certificate of title (which may be a hard copy or, if
authorized by applicable law, in an electronic medium that may be accessed by
the Servicer) for the related Financed Vehicle, indicating the Originator, the
Company or the Secured Party as the sole lienholder or legal owner thereof;
and


	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.

2.This Amendment shall be effective as of the date first written above.
Except as modified as set forth herein, all other terms, conditions and
obligations in the Agreement shall continue in full force and effect and the
Agreement, as amended, is hereby ratified in all respects.


3.Each of the Company, E-LOAN, Inc. and SST hereby represents and warrants
that (a) it has the power and is duly authorized to execute and deliver this
Amendment, (b) this Amendment has been duly authorized, executed and delivered
by it, (c) it is and will continue to be duly authorized to perform its
obligations under the Credit Documents to which it is a party or by which it is
bound, (d) 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, member or any other Person, (e) 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 and (f) this Amendment and each of the Credit
Documents (after giving effect to this Amendment) to which it is a party or by
which it is bound constitutes its legal, valid and binding obligations,
enforceable against it in accordance with their respective terms, except as
limited by bankruptcy, reorganization, insolvency, fraudulent conveyance,
moratorium and other similar laws (whether statutory, regulatory or decisional)
and general equitable principles affecting creditors' rights and remedies
regardless of whether such enforceability is considered in a proceeding in
equity or at law.


4.This Amendment is limited precisely as written and shall not be deemed to
(a) be a consent to a waiver or any other term or condition of the Agreement,
the other Credit Documents or any of the documents referred to therein or
executed in connection therewith or (b) prejudice any right the Secured Party or
any Lender may now have or may have in the future under or in connection with
the Agreement, the other Credit Documents or any documents referred to therein
or executed in connection therewith.  This Amendment 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.  Whenever the Agreement is
referred to in any Credit Document or any of the instruments, agreements or
other documents or papers executed and delivered in connection therewith, it
shall be deemed to mean the Agreement as modified by this Amendment.


5.This Amendment is a document executed pursuant to the Agreement and shall be
construed, administered and applied in accordance with the terms and provisions
thereof.


6.This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement.  The parties may
execute facsimile copies of this Amendment and the facsimile signature of any
such party shall be deemed an original and fully binding on said party.


7.This Amendment shall be governed and construed in accordance with the
applicable terms and provisions of Article XVII (Governing Law) of the
Agreement, which terms and provisions are incorporated herein by
reference.




 

 

[SIGNATURE PAGE TO FOLLOW]


 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed as of the date first written above.



	
SERVICER AND CUSTODIAN:
	
SYSTEMS & SERVICES TECHNOLOGIES, INC.





	
	
By: ____/s/ Kimberly K. Costa

                Name: ___ Kimberly K. Costa

                Its: ______ Vice President          __





	
COMPANY:
	
E-LOAN AUTO FUND ONE, LLC





	
	
By: ____/s/ Mark Lefanowicz

                Name: ___ Mark Lefanowicz

                Its: ______ President          __





	
ORIGINATOR AND ADMINISTRATOR:
	
E-LOAN, INC.





	
	
By: ____/s/ Mark Lefanowicz

                Name: ___ Mark Lefanowicz

                Its: ______ President & COO___






Acknowledged and Agreed as of the 29th day of June, 2004:


	
SECURED PARTY:
	
MERRILL LYNCH BANK USA





	
	
By: ____/s/ Joseph Magnus

                Name: ___ Joseph Magnus

                Its: ______Director______




















EXHIBIT C*



ACKNOWLEDGEMENT OF CUSTODIAN



 

 

*Exhibits have been omitted in accordance with Item 601 of Regulation S-K,
and will be provided upon request.

















EXHIBIT E

FORM OF POWERCHECK®*


 

*Exhibits have been omitted in accordance with Item 601 of Regulation S-K,
and will be provided upon request.

















EXHIBIT G-1*



 

 

*Exhibits have been omitted in accordance with Item 601 of Regulation S-K,
and will be provided upon request.