Exhibit 10.1

                      THIRD AMENDMENT TO CREDIT AGREEMENT

       This THIRD  AMENDMENT TO CREDIT  AGREEMENT is made and entered into as of
July 14, 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").

                                   BACKGROUND

       WHEREAS,  the  Borrower,  E-Loan  and the  Lender  entered  into a Credit
Agreement  dated as of June 1, 2002, as amended by the First  Amendment dated as
of June 16, 2002 and as amended by the Second Amendment dated as of June 3, 2003
(as further 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, INTER ALIA (i) extend the Commitment  Expiration
Date,  (ii)  amend and  restate  Section  8.1 in its  entirety  and (iii) to add
certain reporting requirements;

       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:

       (a)    Section 2.4.2 of the Existing  Credit  Agreement  shall be amended
and restated in its entirety as follows:

The Borrower shall repay to the Lender, in respect of the outstanding  Aggregate
Loan  Balance,  on each  Payment  Date  (x) all  Principal  Collections  and the
principal  portion of any and all  Recoveries  and (y) any Principal  Shortfall.
From and after the occurrence of an Event of Default,  all amounts on deposit in
the Collection  Account as of the last day of the immediately  preceding Monthly
Period,  after  payment of amounts then due and payable  pursuant to clauses (a)
through (c) of Section  8.1,  shall be applied  against  the entire  outstanding
Aggregate Loan Balance (whether or not such principal is then due).

       (b)    Section 2.5.1 of the Existing  Credit  Agreement is hereby amended
and  supplemented by adding the following  sentence as the penultimate  sentence
thereof:

Upon  delivery  by  the  Borrower  or the  Administrator  to  the  Lender  of an
irrevocable notice to be delivered not less than five (5) Business Days prior to
the proposed date of such repayment,  the Borrower shall have the right to repay
on any Payment Date from and after the Commitment

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Expiration  Date, in immediately  available  funds,  the entire then outstanding
principal of all Advances  together with any and all accrued and unpaid interest
thereon, any and all amounts due and payable under each Hedge Agreement, and any
and all other  amounts  due and payable in respect of the  Obligations  (for the
avoidance of doubt, after payment in full of such amounts, the Lender shall have
no right to exercise any Call Option in respect of the Receivables securing such
Advances  or to  direct  the  sale of the  Receivables  securing  such  Advances
pursuant to Section 2.8).

       (c)    the proviso in clause (b) of Section 2.5.2 of the Existing  Credit
Agreement shall be amended and restated in its entirety as follows:

; PROVIDED  that such release will not result in either (x) the  Aggregate  Loan
Balance on such day of repayment being greater than the Credit Facility Limit on
such  day or (y) the  Aggregate  Loan  Balance  on such day of  repayment  being
greater than the Target Loan Balance on such day.

       (d)    the  phrase  "together  with any  Breakage  Fee then  payable"  in
Section 2.5.3 of the Exiting Credit Agreement is hereby deleted in its entirety.

       (e)    the parenthetical phrase "(including any Breakage Fee)" in each of
Section  2.5.4 and Section  2.6.3 of the  Existing  Credit  Agreement  is hereby
deleted in its entirety.

       (f)    each of the  reference  to  "Breakage  Fee" in Section  3.2 of the
Existing Credit Agreement and the reference to "Breakage  Fee(s)" in Section 3.6
of the Existing Credit Agreement is hereby deleted.

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

two Business  Days prior to each Payment  Date,  the Borrower  shall deliver (or
cause to be  delivered)  to the Lender and the  Servicer,  in both  written  and
electronic  format,  (i) a Monthly Servicer Report (in the form of Exhibit F and
which will contain,  among other things,  the  performance  of the Collateral by
Tranche),  and (ii) a Schedule of Contracts (in electronic format as Appendix A)
corresponding to the Eligible Contracts comprising the Collateral pledged to the
Lender,  listing by Tranche and Obligor all  Receivables  together with a report
setting forth the delinquency  status of each receivable in a form acceptable to
the Lender and (iii) a Monthly  Distribution  Statement  to be  certified  by an
officer of each of the Administrator and the Borrower;

       (h)    the Existing Credit Agreement shall be amended and supplemented by
adding the following Section 7.1.1(ee):

(ee)   as of any date of  determination,  not more than five percent (5%) of the
       Aggregate  Outstanding  Balance is comprised of Contracts  originated  in
       person-to-person transactions.

       (i)    the Existing Credit Agreement shall be amended and supplemented by
adding the following Section 7.1.1(ff):

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(ff)   as of any date of  determination,  not more than two percent  (2%) of the
       Aggregate   Outstanding   Balance  is  comprised  of  Vehicles  that  are
       motorcycles.

       (j)    the Existing Credit Agreement shall be amended and supplemented by
adding the following Section 7.1.2:

In order to induce the Lender to make Advances on the terms and  conditions  set
forth in this  Agreement,  in  connection  with the  first Six  Hundred  Million
Dollars  ($600,000,000) of Receivables  subject to one or more  Securitizations,
each of E-Loan, Inc. and the Borrower agrees to pay, or cause to be paid, to the
Lender, on each payment date of each such Securitization, an amount equal to the
product of (x) five percent (5%),  (y) the residual  distribution  of the issuer
under each such  Securitization and (z) the Lender's Residual Percentage of such
Securitization.  The Borrower,  E-Loan, Inc. and the Lender shall structure each
such  Securitization  so that the residual  distribution  will not represent any
overcollateralization  (which  shall be the  difference  between  the  principal
balance of the Receivables  included in such  Securitization  minus the original
principal  balance  of  the  asset-backed  securities   collateralized  by  such
Receivables). This Section 7.1.2 shall survive the termination of this Agreement
and the repayment of the Obligations.

       (k)  SECTION 8.1  of the Existing Credit  Agreement  shall be amended and
restated in its entirety as follows:

The Borrower shall hold (or cause to be held) in the Collection  Account any and
all  amounts  deposited  therein  from time to time in trust for the  Lender and
shall not withdraw any amount from the  Collection  Account,  other than (i) any
amount which is not  contemplated  to be deposited into the  Collection  Account
pursuant to the terms of this Agreement and the other Credit  Documents and (ii)
in  accordance  with this Section 8.1. The Borrower and the Lender  hereby agree
that,  pursuant to the Administration  Agreement,  the Administrator shall apply
(or cause to be applied) the monies on deposit in the  Collection  Account as of
the last day of the immediately preceding Monthly Period (including, for greater
certainty,  any interest earned thereon and credited to the Collection  Account)
on each Payment Date (unless otherwise specifically stated below) as follows and
as may be more  particularly  set  forth  in the  related  Monthly  Distribution
Statement:

       (a)    first, to each Hedge Counterparty, PRO RATA, any payments, if any,
              due under any Hedge Agreement;

       (b)    second, to the Servicer, the Custodian and the Administrator,  PRO
              RATA, the Servicing and Custodian Fee and the  Administrator  Fee,
              respectively;

       (c)    third,  to the Lender  Account  (or as the  Lender  may  otherwise
              direct in  writing  to the  Borrower  and the  Administrator),  an
              amount  equal to all interest on each  related  Advance  which has
              accrued hereunder for the related Interest Period and which is due
              or remains unpaid on such Payment Date;

       (d)    fourth,  to the Lender  Account  (or as the  Lender may  otherwise
              direct in writing to the Borrower and the  Administrator)  any and
              all Principal  Collections,  the principal  portion of any and all
              Recoveries, and other amounts (other than


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<PAGE>


              Principal  Shortfalls)  that the  Borrower  is  required to or has
              agreed  to  make  pursuant  to  Section  2.4 or  Section  2.5,  as
              applicable,  to the extent not already paid by or on behalf of the
              Borrower;

       (e)    fifth,  to the Lender  Account  (or as the  Lender  may  otherwise
              direct in writing to the Borrower and the Administrator), PRO RATA
              among all Tranches  based on the  Outstanding  Tranche  Collateral
              Balance as of the last day of the  previous  Monthly  Period,  the
              Principal Shortfall, if any;

       (f)    sixth, to the Servicer,  the Custodian and the Administrator,  PRO
              RATA,  any and all amounts due and payable under the Servicing and
              Custodian    Agreement    or    the    Administration    Agreement
              (respectively),  to the extent not already paid hereunder or by or
              on behalf of the Borrower;

       (g)    seventh,  to the Borrower (or as the Borrower may otherwise direct
              in  writing  to the  Administrator),  any  Servicing  Fee  Savings
              Amount; and

       (h)    eighth,  (x) to the extent of any proceeds from any Securitization
              in excess of the net payoff amount therefor or the proceeds of any
              whole loan sale in accordance with this Agreement or in connection
              with any prepayment of the entire outstanding principal balance of
              all Advances pursuant to Section 2.5.1, to the Borrower's  Account
              (or as  the  Borrower  may  otherwise  direct  in  writing  to the
              Administrator),  any balance  remaining in the Collection  Account
              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 to the Borrower's  Account (or as the Borrower
              may  otherwise  direct in  writing to the  Administrator)  and the
              Lender's  Percentage  of any balance  remaining in the  Collection
              Account to the  Lender's  Account (or as the Lender may  otherwise
              direct 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 the Borrower  from the  Collection  Account until
              such time as the  Obligations  are  repaid in full and until  such
              payment in full,  all amounts in the  Collection  Account shall be
              paid to the Lender on account  of the  Obligations  and (2) during
              the continuance of a Pending Event of Default, all amounts payable
              to the Borrower  pursuant to this Section  8.1(g) shall be held on
              deposit  in  the  Collection   Account  for   application  on  the
              immediately following Payment Date pursuant to Section 8.1.

       (l)    The proviso set forth in the second  sentence of Section 12.7.1 is
hereby amended and restated in its entirety as follows:

; PROVIDED  that,  prior to the  occurrence or continuance 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  $50,000 per annum for any fees
and expenses in connection with any inspections  pursuant to Section 7.1.1(q) of
this Agreement.

       (m)    Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

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<PAGE>


       "30+ DAY DELINQUENCY TRIGGER EVENT" means for a period of two consecutive
months or more,  either (i) the 30+ Day Delinquency  Ratio for any Tranche shall
exceed  1.5% for one or more  Tranches  with an  aggregate  Outstanding  Tranche
Collateral Balance of more than 25% of the Aggregate Outstanding Balance,  which
excess  shall  remain  uncured  for a period of one  month or more,  or (ii) the
aggregate  Outstanding  Tranche  Collateral  Balance  of all 30+ Day  Delinquent
Contracts  in any one  Tranche  shall  exceed  2.5% of the  Outstanding  Tranche
Collateral  Balance of such  Tranche.  Such excess  shall be deemed to have been
cured if, for a period of at least three  consecutive  months from and after the
occurrence of such 30+ Day Delinquency Trigger Event (i) the 30+ Day Delinquency
Ratio for each  Tranche  does not exceed 1.5% for each Tranche with an aggregate
Outstanding  Tranche  Collateral  Balance  of  more  than  25% of the  Aggregate
Outstanding  Balance  and  (ii) the  aggregate  Outstanding  Tranche  Collateral
Balance of all 30+ Day  Delinquent  Contracts in any one Tranche does not exceed
2.5% of the Outstanding Tranche Collateral Balance of such Tranche.

       (n)    the defined term "Administrator Fee" in Schedule A of the Existing
Credit Agreement is hereby amended and restated in its entirety as follows:

       "ADMINISTRATOR  FEE" means the compensation  payable to the Administrator
for its  services  under the  Administration  Agreement  and for its  service in
providing  on  each  Payment  Date  the  duly  completed  Monthly   Distribution
Statement, which amount shall not exceed $2,000 per month.

       (o)    the  defined  term  "Annualized  Net  Loss" in  Schedule  A of the
Existing  Credit  Agreement  is hereby  amended and  restated in its entirety as
follows:

       "ANNUALIZED NET LOSS" means, with respect to any 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 since the issuance of such Tranche.

       (p)    the defined term  "Annualized Net Loss Ratio" in Schedule A of the
Existing  Credit  Agreement  is hereby  amended and  restated in its entirety as
follows:

       "ANNUALIZED NET LOSS RATIO" means, with respect to any Tranche, the ratio
of (x) the amount of all Annualized Net Losses with respect to such Tranche,  to
(y) the quotient of (i) the sum of the current  Outstanding  Tranche  Collateral
Balance and the Original Tranche Collateral Balance, divided by (ii) two (2).

       (q)    Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "BORROWER'S  PERCENTAGE" means, for each Payment Date, an amount equal to
(x) 100% minus (y) the Lender's Percentage for such Payment Date.

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

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<PAGE>


       "COMMITMENT  EXPIRATION  DATE"  means  July 13,  2005  (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).

       (s)    the  defined  term  "Credit  Facility  Limit" in Schedule A of the
Existing  Credit  Agreement  is hereby  amended and  restated in its entirety as
follows:

       "CREDIT  FACILITY  LIMIT" means an amount equal to Eight Hundred  Million
Dollars ($800,000,000).

       (t)    Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "CUMULATIVE  NET LOSSES"  means,  as of any date of  determination,  with
respect to a Tranche,  the  difference  between (i) the aggregate  amount of all
Defaulted  Receivables in such Tranche and (ii) any Recoveries in respect of the
Defaulted Receivables in such Tranche.

       (u)    Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "CUMULATIVE NET LOSS RATIO" means,  with respect to a Tranche,  the ratio
of  Cumulative  Net Losses for such Tranche to the  aggregate  Original  Tranche
Collateral Balance of such Tranche.

       (v)    Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "CUMULATIVE NET LOSS RATIO EXCESS" means, for any Tranche, as of any date
of  determination,  the  Cumulative  Net Loss Ratio of such Tranche  exceeds the
amount set forth in Column B of Exhibit 1 for the related  month of seasoning of
such Tranche set forth in Column A of Exhibit 1.

       (w)    Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "CUMULATIVE NET LOSS TRIGGER EVENT" means for a period of two consecutive
months  or  more,  an event  or  condition  with  respect  to all such  Tranches
determined to have a Cumulative Net Loss Ratio Excess, where the quotient of (x)
the sum of the  current  Outstanding  Tranche  Collateral  Balances  of all such
Tranches,  divided by (y) the  Aggregate  Outstanding  Balance of all  Tranches,
shall be equal to or greater  than fifty  percent  (50%).  Such excess  shall be
deemed to have been cured if, for a period of at least three consecutive  months
from and after the occurrence of such  Cumulative  Net Loss Trigger  Event,  the
quotient of (x) the sum of the current  Outstanding  Tranche Collateral Balances
of all Tranches  determined to have a Cumulative Net Loss Ratio Excess,  divided
by (y) the Aggregate  Outstanding  Balance of all  Tranches,  is less than fifty
percent (50%).

       (x)    Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

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<PAGE>


       "LENDER'S  PERCENTAGE"  means,  for each Payment Date, an amount equal to
the  product of (x) the  quotient of (i) the  Outstanding  Balance of all Shared
Distribution Receivables as of the last day of the immediately preceding Monthly
Period,  divided by (ii) the Aggregate Outstanding Balance as of the last day of
the  immediately  preceding  Monthly  Period,  multiplied by (y) fifteen percent
(15%).

       (y)    Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "LENDER'S RESIDUAL PERCENTAGE" means, with respect 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 Receivables subject to all Securitizations closing
prior to the date of such Securitization,  divided by (ii) the principal balance
of all Receivables subject to such Securitization;  provided,  however,  that if
the  difference  calculated  pursuant to clause (i) above is a negative  number,
then clause (i) shall be deemed to be zero.

       (z)    Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "MONTHLY  DISTRIBUTION  STATEMENT"  means  a  statement  created  by  the
Administrator  for each  Payment  Date which shall detail the amounts to be paid
pursuant to Section  8.1 and shall also  provide a covenant  compliance  summary
together with all supporting  documentation  regarding the information described
therein,  in each  case in a form  and  substance  satisfactory  to the  Lender,
setting  forth  the  status  of each of the  Trigger  Events  and the  covenants
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) and 7.3(f) of
this  Agreement  and items (viii) and (xv) of Schedule J of this  Agreement,  in
each case as of the last day of the immediately preceding Monthly Period.

       (aa)   the  defined  term  "Outstanding  Tranche  Collateral  Balance" in
Schedule A of the Existing  Credit  Agreement is hereby  amended and restated in
its entirety as follows:

       "OUTSTANDING TRANCHE COLLATERAL BALANCE" means, as of the related date of
calculation, with respect to the Receivables forming part of the Related Tranche
Collateral  for any  Tranche,  the  aggregate  Outstanding  Balance  of all such
Receivables forming part of such Related Tranche Collateral on such day less the
aggregate  principal balance of all Defaulted  Receivables  forming part of such
Related  Tranche  Collateral on such day. With respect 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 the  immediately  preceding  Monthly
Period.

       (bb)   Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "PRINCIPAL  COLLECTIONS"  means, with respect to each Monthly Period, all
Collections in respect of principal paid by or on behalf of an Obligor.

       (cc)   Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

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       "PRINCIPAL  SHORTFALL"  means,  for each Payment Date, an amount equal to
the excess (if any) between (i) the Aggregate Loan Balance as of the last day of
the  immediately  preceding  Monthly  Period  after  giving  effect to Principal
Collections  and Recoveries  applied  according to Section 8.1(d) on the current
Payment Date and (ii) the Target Loan Balance.

       (dd)   Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "RECOVERIES"  means,  with  respect to any  Receivable  that has become a
Defaulted  Receivable,  all monies collected by E-Loan, Inc., the Servicer,  the
Borrower or the Administrator  (from whatever source,  including but not limited
to proceeds of a  deficiency  balance or insurance  proceeds) on such  Defaulted
Receivable, net of any expenses incurred by the Servicer in connection therewith
and any payments required by law to be remitted to the Obligor.

       (ee)   the defined term  "Servicing  and Custodian  Fee" in Schedule A of
the Existing Credit  Agreement is hereby amended and restated in its entirety as
follows:

       "SERVICING AND CUSTODIAN FEE" has the meaning  attributed to such term in
the Servicing and Custodian Agreement,  and which, in any event shall not exceed
on each Payment Date an amount equal to the product of (i) 0.50%,  (ii) 1/12 and
(iii) the Aggregate  Outstanding  Balance as of the last day of the  immediately
preceding Monthly Period.

       (ff)   Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "SERVICING FEE SAVINGS  AMOUNT"  means,  for each 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 last day of the  immediately
preceding  Monthly Period over (b) the amount of the Servicing and Custodian Fee
actually paid to the Servicer (and the Custodian, if applicable) on such Payment
Date pursuant to the Servicing and Custodian Agreement.

       (gg)   Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "SHARED DISTRIBUTION  RECEIVABLES" means all Receivables representing the
first  $800,000,000 of Receivables  that have not become  Defaulted  Receivables
(based on Original Tranche  Collateral  Balance) and have been pledged under the
Credit Agreement.

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

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

       (ii)   Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

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       "TARGET LOAN BALANCE"  means,  for each Payment Date,  the product of (x)
the  Aggregate  Outstanding  Balance  as of the  last  day  of  the  immediately
preceding  Monthly  Period  and (y) if no  Trigger  Event  has  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 and One-Half Percent (98.5%).

       (jj)   clause (iii) of the defined term "Termination  Date" in Schedule A
of the Existing Credit  Agreement is hereby amended and restated in its entirety
as follows:

       (iii)  [reserved],

       (kk)   Schedule A of the Existing  Credit  Agreement shall be amended and
supplemented  by adding the following  defined term in appropriate  alphabetical
order:

       "TRIGGER EVENT" means (i) a 30+ Day  Delinquency  Trigger Event or (ii) a
Cumulative Net Loss Trigger Event.

       (ll)   the defined term  "Vehicle"  in Schedule A of the Existing  Credit
Agreement is hereby amended and restated in its entirety as follows:

       "VEHICLE" means a new or used  motorcycle,  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.

       (mm)   Schedule J of the Existing Credit  Agreement is hereby amended and
restated in its entirety in the form attached hereto as Schedule J.

       (nn)   the Existing Credit  Agreement is hereby amended and  supplemented
by adding  Schedule I-a in appropriate  order and in the form attached hereto as
I-a.

       (oo)   the Existing Credit  Agreement is hereby amended and  supplemented
by adding Exhibit 1 in the form attached hereto as Exhibit 1.

       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, the acknowledgment and
agreement   by  Systems  &  Services   Technologies,   Inc.)  and  (b)  the  due
authorization,  execution and delivery by the parties to the Third  Amendment to
the Loan Agreement,  dated July 14, 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.

                                       9
<PAGE>


       (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 Pending  Event of Default or 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.

       (a)    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.

       (b)    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.

       (c)    This  Amendment  shall be binding upon and shall be enforceable by
parties hereto and their respective successors and permitted assigns.

       (d)    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.

       (e)    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.

                                       10
<PAGE>


       SECTION 8. PERFECTION OPINION. The Borrower  acknowledges and agrees that
(x) the  Lender  may  require  an  opinion  of  counsel,  in form and  substance
satisfactory to the Lender and its counsel, that all filings,  registrations and
recordings to perfect the security  interest of the Lender in the  Collateral in
all offices and in all  jurisdictions  where required by applicable law to do so
have  been duly  made on a timely  basis  (the  "Perfection  Opinion"),  and (y)
although  the  Lender is not  requiring  delivery  of a  Perfection  Opinion  in
connection  with the extension of the  Commitment  Termination  Date pursuant to
this  Amendment,  no course of dealing shall be implied and the Lender,  without
prejudice, reserves the right to require such Perfection Opinion.

       SECTION 9. SECTION 4.2(H) OF CONTRIBUTION AND SALE AGREEMENT. The parties
hereby  agree that  Section  4.2(h) of the  Contribution  and Sale  Agreement is
hereby deleted in its entirety.

                            [signature page follows.]

                                       11
<PAGE>


       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/ Matt Roberts
                                              ----------------------------------
                                              Name:  Matt Roberts
                                              Title: Treasurer


                                          E-LOAN, INC.


                                          By: /s/ Joseph J. Kennedy
                                              ----------------------------------
                                              Name:  Joseph J. Kennedy
                                              Title: President


                                          MERRILL LYNCH BANK USA, as Lender


                                          By: /s/ Joseph Magnus
                                              ----------------------------------
                                              Name:  Joseph Magnus
                                              Title: Director


ACKNOWLEDGED AND AGREED:


SYSTEMS & SERVICES TECHNOLOGIES,
INC., as Servicer and Custodian


By: /s/ Joseph Booz
   ----------------------------------
Name:  Joseph Booz
Title: EVP/Secretary



                                       12
<PAGE>


                                   SCHEDULE J
                              ELIGIBILITY CRITERIA

The following are the  eligibility  criteria  applicable to each Contract on the
applicable Drawdown Date:

       (i)      arises  from the  financing  or  refinancing  by  Seller  in the
                ordinary course of Seller's business of an Obligor's purchase or
                refinancing  of a motor  vehicle (a) within  thirty (30) days of
                the related  Transfer  Date or (b) more than two  hundred  forty
                (240) days of the  related  Transfer  Date if the  Contract  was
                previously repurchased by the Seller as a result of the Seller's
                failure to obtain a certificate of title  indicating the lien of
                the Seller  thereon and the Seller  subsequently  received  such
                certificate of title;

       (ii)     in the case of a  purchase,  is  subject  to a Dealer  Agreement
                requiring  each  Dealer  and  Eligible  Non-Franchise  Dealer to
                supply  documentation as set forth therein; and in the case of a
                refinancing or a person-to-person transaction, is evidenced by a
                Note and Security Agreement,  power of attorney for the Borrower
                and draft endorsed by the prior lender/lienholder  acknowledging
                the release of its lien on the related Vehicle and, with respect
                to person-to-person transactions,  that the transaction complies
                with the underwriting procedures set forth in Schedule I-a;

       (iii)    represents  a  valid  and  binding  obligation   enforceable  in
                accordance  with its terms (except as  enforcement of such terms
                may be limited by  bankruptcy,  insolvency,  moratorium or other
                similar laws affecting the rights of creditors  generally and by
                equitable principles  (regardless of whether such enforceability
                is  in a  proceeding  in  equity  or at  law))  for  the  amount
                outstanding  thereof  without  offset,  counterclaim  or defense
                (whether actual or alleged) and is not subject to rescission;

       (iv)     complies in all respects with applicable Law, including, without
                limitation,  usury,  truth in lending and credit disclosure laws
                and regulations;

       (v)      is secured by a first priority  security interest in and lien on
                the  Financed  Vehicle  and  Lender  has  been  granted  a first
                priority  perfected Lien on such security interest of Seller and
                a first priority perfected Lien on the Contract and the Contract
                is free and clear of any liens or claims of any other Person;

       (vi)     the Obligor thereon is not subject to any pending  receivership,
                insolvency or  bankruptcy  proceeding  and the related  Financed
                Vehicle has not been repossessed;

       (vii)    the Obligor thereon is not an Affiliate of Seller;

       (viii)   the  Obligor  thereunder  has a  FICO  score  of at  least  640,
                PROVIDED  that when  considered  with all other  Contracts  then
                owned by the Borrower (including those


                                       13
<PAGE>


                Contracts  to  be   transferred   in  any  transfer  then  under
                consideration)  no more than fifteen  percent  (15%) of the then
                outstanding  aggregate  principal balance of the Contracts shall
                be to Obligors  that have a FICO score  between 640 and 679, and
                no  less  than  fifty  percent  (50%)  of the  then  outstanding
                aggregate  principal  balance  of  the  Contracts  shall  be  to
                Obligors that have a FICO score of at least 720;

       (ix)     when  considered  with all  other  Contracts  then  owned by the
                Borrower  (including  those  Contracts to be  transferred in any
                transfer then under  consideration)  no Contracts (x) arising in
                connection  with the purchase of a Financed  Vehicle  related to
                any Tranche  shall be to Obligors that have a FICO score between
                640 and 669 and have a Loan-to-Value  Ratio of greater than 130%
                or Obligors  that have a FICO score between 670 and 699 and have
                a  Loan-to-Value  Ratio of greater  than 150% and (y) arising in
                connection  with the refinancing (as opposed to the purchase) of
                a Financed  Vehicle  related to any Tranche shall be to Obligors
                that  have  a  FICO  score  between  640  and  699  and  have  a
                Loan-to-Value Ratio of greater than 150%;

       (x)      the Obligor has accepted delivery of and is in possession of the
                related  Financed Vehicle and such Vehicle has not been returned
                to the related seller in a person-to-person  transaction (or any
                secured party thereof),  Dealer or Eligible Non-Franchise Dealer
                by the Obligor;

       (xi)     the first payment  thereunder is, or was, due within  forty-five
                (45) days of the Contract's origination;

       (xii)    all payments under the Contract are current;

       (xiii)   the terms and provisions thereof have not been amended, modified
                or extended;

       (xiv)    is not related to a Defaulted Receivable;

       (xv)     when  considered  with all  other  Contracts  then  owned by the
                Borrower  (including  those  Contracts to be  transferred in any
                transfer  then  under  consideration)  no more  than (i)  twenty
                percent  (20%)  of  the  then  outstanding  aggregate  principal
                balance of the Contracts related to any Tranche included in this
                definition  of "Eligible  Contracts"  shall be to Obligors  that
                have a FICO  score  of less  than 720 and the  related  Contract
                provides  for  greater  than 60 monthly  payments,  (ii)  twenty
                percent  (20%)  of  the  then  outstanding  aggregate  principal
                balance of the Contracts related to any Tranche included in this
                definition  of "Eligible  Contracts"  shall be to Obligors  that
                have a FICO score of less than 720 and such  Contract  arises in
                connection  with the refinancing (as opposed to the purchase) of
                a  Financed  Vehicle  and (iii)  five  percent  (5%) of the then
                outstanding aggregate principal balance of the Contracts related
                to  any  Tranche   included  in  this  definition  of  "Eligible
                Contracts"  shall be to Obligors  that have a FICO score of less
                than 720,  the related  Contract  provides  for greater  than 60
                monthly payments and such Contract arises in connection with the
                refinancing (as opposed to the

                                       14
<PAGE>


                purchase) of a Financed Vehicle; PROVIDED that in no event shall
                any Contract included in this definition of "Eligible  Contract"
                be for a cash-out refinancing;

       (xvi)    in no event shall any Contract  included in this  definition  of
                "Eligible Contract" be for an amount greater than $100,000;

       (xvii)   [reserved];

       (xviii)  when  considered  with all  other  Contracts  then  owned by the
                Borrower  (including  those  Contracts to be  transferred in any
                transfer  then under  consideration)  no  Contract  shall have a
                Payment-to-Income  Ratio of more  than 25% for  Obligors  with a
                FICO score  greater  than 700 and a  Payment-to-Income  Ratio of
                more than 20% for all other Obligors;

       (xix)    has been originated in compliance with the General  Underwriting
                Criteria (attached as Exhibit G to the Loan Agreement);

       (xx)     accrues interest based on the simple interest method;

       (xxi)    all payments thereunder are level payments;  PROVIDED,  HOWEVER,
                the first or the last monthly  payment  thereunder  may be in an
                amount up to 10% greater than the level payment amount therefor;

       (xxii)   at  the  stated  interest  rate,  the  monthly  scheduled  level
                payments cause the original loan balance to amortize to zero;

       (xxiii)  bears a fixed rate of interest;

       (xxiv)   is not the subject of an uncured reversal of funds transfer from
                its related seller under the  person-to-person  transaction  (or
                any secured  party  thereof),  Dealer or Eligible  Non-Franchise
                Dealer to the Seller pursuant to a Dealer Agreement;

       (xxv)    if the Obligor has a FICO score of less than 700, the model year
                of the related  Financed Vehicle shall not be greater than eight
                (8)  years  prior to the year in which the  applicable  Drawdown
                Date  occurs;  PROVIDED  that  if the  Obligor  related  to such
                Financed  Vehicle  has a FICO  score  of less  than  700 and the
                related Contract  provides for greater than 60 monthly payments,
                then the model year of the related Financed Vehicle shall not be
                more than four (4) years  older  than the  current  model  year;
                PROVIDED  further that if the Obligor  related to such  Financed
                Vehicle has a FICO score of less than 700, the related  Contract
                provides for greater than 60 monthly  payments and such Contract
                arises in  connection  with the  refinancing  (as opposed to the
                purchase)  of a  Financed  Vehicle,  then the model  year of the
                related  Financed Vehicle shall not be more than three (3) years
                older than the current model year;

       (xxvi)   for Obligors with a FICO score less than 700, the mileage of the
                related  Financed  Vehicle  shall not be  greater  than  100,000
                miles;

                                       15
<PAGE>


       (xxvii)  does not permit the early  termination or prepayment  thereof at
                the option of the  related  Obligor  for an amount  that is less
                than the Discounted  Contract  Balance thereof (in the case of a
                full prepayment or early  termination) or the related portion of
                the  Discounted  Contract  Balance  thereof  (in  the  case of a
                partial prepayment);

       (xxviii) in connection with any Obligor's refinancing of a motor vehicle,
                the Seller (x) has verified the vehicle identification number of
                the  Financed  Vehicle  and that the Obligor is the owner of the
                Financed Vehicle and (y) on the related Drawdown Date, shall pay
                the refinanced amount under the related Contract directly to the
                prior lender;

       (xxix)   after  giving  effect to the  related  Advance,  except  for the
                ninety (90) day period following the Closing Date, not more than
                five  percent  (5%)  of the  Aggregate  Outstanding  Balance  is
                transactions originated with Eligible Non-Franchise Dealers that
                are not any of  CarMax,  AutoNation,  Enterprise  and each other
                Person mutually agreed upon by the Lender and the Borrower;

       (xxx)    after giving  effect to the related  Advance,  not more than two
                percent (2%) of the Aggregate  Outstanding  Balance is comprised
                of Vehicles that are motorcycles;

       (xxxi)   each Eligible  Non-Franchise  Dealer has been approved  based on
                the Non-Franchise Dealer Procedures attached as Exhibit B to the
                Contribution and Sale Agreement;

       (xxxii)  after giving effect to the related  Advance,  not more than five
                percent (5%) of the Aggregate  Outstanding  Balance is comprised
                of Contracts originated in person-to-person transactions; and

       (xxxiii) with respect to all Contracts where the Obligor may purchase the
                vehicle with a draft payable upon demand,  the Lender shall have
                approved  in advance  the form of such draft and the  procedures
                for the issuance and disbursement of amounts payable pursuant to
                such draft.

                                       16
<PAGE>


                                   EXHIBIT I-A

              PERSON-TO-PERSON UNDERWRITING POLICIES AND PROCEDURES

1.     UNDERWRITING

Each loan  application  presented  to E-LOAN  will be  underwritten  in the same
manner and policies as a Purchase or Refinance loan.

The approval will be provided with a minimum and maximum  dollar amount in which
to purchase a vehicle from a private party.

The approved  applicant  can only use the loan  proceeds to purchase one vehicle
from a private party and the amount cannot include license, title,  registration
fees and use tax (these fees are paid directly to the  appropriate  state DMV by
the customer). E-LOAN is not responsible for these fees.

E-LOAN will not process  person-to-person  loans that have salvaged titles.  The
same purchase and refinance vehicle  restrictions  apply,  i.e., no recreational
vehicles, car kits, ATV's, commercial vehicles or trailers.

2.     PROCESSING

A  Person-to-Person  processing  team will handle the processing of the approved
person-to-person  loan.  This  team will be able to answer  any  questions  from
either the  approved  applicant  or seller.  They will also be  responsible  for
ensuring the borrower and seller provide necessary  documentation  both prior to
approving the Person-to-Person loan funding.

The buyer and seller will be required to meet to exchange  the E-LOAN Auto Check
and the Title information.

The buyer and the seller must provide the following  documentation  to E-LOAN by
means of fax to us prior to E-LOAN approving the loan for funding.  Both parties
(buyer(s)  and  seller(s))   will  have  to  provide  copies  of  the  following
information:

       Drivers Licence(s) - both parties will need to provide copies
       Bill of Sale completed - signed and completed by all parties
       Completed Title - signed and completed by all parties
       Insurance Information - Existing insurance for buyer(s)
       Completed Auto Check - Made payable to appropriate parties and completed/
       signed by buyer(s)

The  purpose of  providing  the  necessary  documentation  is to ensure that all
necessary  documentation  is  completed  correctly  and that E-LOAN is placed as
existing lienholder.

       2.1    APPROVAL PROCESS

              The E-Loan  representative  will review the documentation and once
              all  information  is  completed,   then  the  representative  will
              instruct  the buyer and  seller to either  revise a  document,  if
              incorrect,  or instruct  them that  everything is completed and to
              exchange keys, title and Auto Check.

                                       17
<PAGE>


3.     FUNDING

Funding  will  occur  when the Auto Check is  processed  through  the US banking
system and presented to E-LOAN for payment.

                                       18
<PAGE>


                                    EXHIBIT 1


 MONTH OF         CUMULATIVE NET           MONTH OF         CUMULATIVE NET
SEASONING           LOSS RATIO*           SEASONING           LOSS RATIO*
 COLUMN A             COLUMN B             COLUMN A             COLUMN B
---------         --------------          ---------         --------------
     1                 0.014%                 30                 0.621%
     2                 0.029%                 31                 0.632%
     3                 0.043%                 32                 0.644%
     4                 0.057%                 33                 0.655%
     5                 0.072%                 34                 0.667%
     6                 0.086%                 35                 0.678%
     7                 0.112%                 36                 0.690%
     8                 0.138%                 37                 0.695%
     9                 0.164%                 38                 0.701%
    10                 0.190%                 39                 0.707%
    11                 0.216%                 40                 0.713%
    12                 0.241%                 41                 0.718%
    13                 0.269%                 42                 0.724%
    14                 0.296%                 43                 0.726%
    15                 0.323%                 44                 0.728%
    16                 0.351%                 45                 0.729%
    17                 0.378%                 46                 0.731%
    18                 0.405%                 47                 0.733%
    19                 0.427%                 48                 0.734%
    20                 0.448%                 49                 0.736%
    21                 0.470%                 50                 0.738%
    22                 0.491%                 51                 0.740%
    23                 0.513%                 52                 0.741%
    24                 0.534%                 53                 0.743%
    25                 0.549%                 54                 0.745%
    26                 0.563%                 55                 0.747%
    27                 0.578%                 56                 0.748%
    28                 0.592%                 57                 0.750%
    29                 0.606%


                                      * For each  month  from and after  month
                                        57, the related amount shall be 0.750%.