Exhibit 10.3

              FIRST AMENDMENT TO SERVICING AND CUSTODIAN AGREEMENT

       This FIRST  AMENDMENT TO SERVICING  AND  CUSTODIAN  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 "COMPANY"),
E-LOAN, INC., a Delaware corporation,  as administrator for the Company (in such
capacity, the "ADMINISTRATOR") and in its individual capacity (in such capacity,
the "ORIGINATOR") for purposes of Article X of the Existing Servicing  Agreement
(as  defined  below),  SYSTEMS &  SERVICES  TECHNOLOGIES,  INC.,  a  corporation
organized under the laws of the State of Delaware,  its permitted successors and
assigns  (hereinafter  referred to as "SST"), as servicer and custodian (in such
capacities,  the "SERVICER" and the  "CUSTODIAN",  respectively) to the Existing
Servicing Agreement (as defined below).

                                   BACKGROUND

       WHEREAS, the Company, the Originator,  the Administrator and the Servicer
entered into a Servicing  and Custodian  Agreement  dated as of June 1, 2002 (as
amended,   supplemented  and  otherwise   modified,   the  "EXISTING   SERVICING
AGREEMENT"), pursuant to which the Servicer and the Custodian agreed to provide,
INTER ALIA, certain portfolio  management services and custodial services on the
terms and conditions set forth therein;

       WHEREAS,  the parties to the Existing Servicing Agreement desire to amend
the Existing Servicing  Agreement to (i) amend a cross reference in clause I. 6.
of Article XV of the Existing  Servicing  Agreement  and (ii) extend the term of
the Existing Servicing Agreement for an additional year;

       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 Servicing Agreement.

       SECTION 2.  AMENDMENT.  Effective upon the execution and delivery of this
Amendment:

       (a)    Clause A. of  Article XI of the  Exiting  Servicing  Agreement  is
hereby amended and restated in its entirety as follows

The term of this  Agreement  shall be for three (3)  years  from the date  first
written above and will  automatically  renew for  additional  successive one (1)
year  terms  unless the  Company or the  Servicer  shall upon  ninety  (90) days
written notice elect not to renew the Agreement.

       (b)    Clause I. 6. of Article XV of the Exiting  Servicing  Agreement is
hereby amended and restated in its entirety as follows:

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Without limiting paragraph H. of Article XV, upon written request of the Secured
Party,  the  Custodian  shall take such  steps as  reasonably  requested  by the
Secured Party to protect or maintain any security interest the Secured Party has
in any Receivable and the other Serviced  Assets,  provided that, as long as the
Servicer and the  Custodian  are the same  person,  any  extraordinary  fees and
expenses  incurred by the Custodian  and, upon the request of the Company or the
Secured  Party to retitle or  otherwise  act to protect or maintain any security
interest in all or  substantially  all of the Receivables and the other Serviced
Assets,  a reasonable  fee to compensate the Custodian for such services will be
paid from Collections pursuant to Section 8.1.1(f) or 8.1.2(e),  as the case may
be, of the Credit Agreement;  provided that if a Servicer Event of Default shall
have occurred and been  continuing,  such retitling or other actions shall be at
the expense of the Custodian;

       SECTION 3. REPRESENTATIONS, WARRANTIES & COVENANTS. (a) Each party hereto
hereby confirms that each of its  representations,  warranties and covenants set
forth in the Existing  Servicing  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. Each
party  hereto  confirms  that as of the date  hereof its  obligations  under the
Existing Servicing Agreement, as amended by this Amendment, and the other Credit
Documents are in full force and effect and are hereby ratified.

       (b)    Each of the Servicer  and the  Custodian  represents  and warrants
that (i) no Servicer Event of Default has occurred or, event which,  but for the
requirement  for the giving of notice,  lapse of time,  or both,  or but for the
satisfaction of any other condition subsequent to such event, would constitute a
Servicer  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.

       (c)    Each of the  Servicer and the  Custodian  hereby  acknowledge  and
agree  to  the  terms  and  conditions  of the  Third  Amendment  to the  Credit
Agreement,  dated as of July 14, 2003 (the "Third Amendment"),  by and among the
Company, E-Loan, Inc. and the Lender to the Credit Agreement.

       SECTION  4.  CONDITIONS   PRECEDENT.   As  conditions  precedent  to  the
effectiveness  of this  Amendment  (1) each of the  parties  hereto  shall  have
executed this Amendment and (2) the Third Amendment shall have been executed and
delivered.

       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

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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 Servicing 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  Servicing  Agreement from and after
the date hereof shall be deemed to refer to the Existing Servicing  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.

                  [Remainder of page intentionally left blank.]

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

                                       SERVICER AND CUSTODIAN:

                                       SYSTEMS & SERVICES TECHNOLOGIES, INC.


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


                                       COMPANY:

                                       E-LOAN AUTO FUND ONE, LLC


                                       By: /s/ Matt Roberts
                                           -------------------------------------
                                       Name:   Matt Roberts
                                            ------------------------------------
                                       Its:    Treasurer
                                           -------------------------------------


                                       ORIGINATOR AND ADMINISTRATOR:

                                       E-LOAN, INC.


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


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ACKNOWLEDGED AND AGREED:

MERRILL LYNCH BANK USA


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