E LOAN INC
EXHIBIT
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>21
<FILENAME>exh10-22ex10_1.txt
<DESCRIPTION>EXHIBIT
<TEXT>

                                                                  Exhibit 10.22

                               SECURITY AGREEMENT

         THIS  SECURITY  AGREEMENT  is made as of the 1st day of June,  2002 (as
amended, supplemented or otherwise modified from time to time in accordance with
its terms,  this  "Agreement"),  between  E-LOAN  AUTO FUND ONE,  LLC, a limited
liability  company  organized  pursuant  to the laws of the  State  of  Delaware
(together with its successors and assigns, the "Debtor"), and MERRILL LYNCH BANK
USA, an industrial loan company  organized  pursuant to the laws of the State of
Utah,  acting for the  benefit  of itself as Lender and each Hedge  Counterparty
(together with its successors and assigns, the "Secured Party").

         WHEREAS  the  Debtor has  agreed to grant a  security  interest  in and
collateral  assignment  of its rights in and to the  Collateral  to the  Secured
Party in order to secure the payment and  performance of its  Obligations to the
Secured  Party and each Hedge  Counterparty  pursuant  to the Credit  Agreement,
dated as of June 1, 2002 (as amended,  supplemented  or otherwise  modified from
time to time in accordance with its terms,  the "Credit  Agreement"),  among the
Debtor, the Secured Party and E-LOAN, Inc., and the other Credit Documents;

         AND  WHEREAS  this is the Auto  Fund  Security  Agreement  contemplated
pursuant to Section 4.1.1(a) of the Credit Agreement;

         NOW,  THEREFORE,  THIS AGREEMENT WITNESSES that in consideration of the
premises and the covenants and agreements herein  contained,  and for other good
and  valuable  consideration  (the receipt and  sufficiency  of which are hereby
acknowledged), the parties hereto hereby agree as follows:

                           ARTICLE 1 - INTERPRETATION

1.01     INTERPRETATION

         In this Agreement,  the terms "general  intangibles",  "chattel paper",
"accounts" and "proceeds"  whenever used herein have the meanings given to those
terms in the UCC.

         Capitalized  terms which are used but not otherwise  defined herein and
which are defined in the Credit  Agreement  shall have the  respective  meanings
attributed to such terms in Schedule A to the Credit Agreement.

1.02     SECTIONS AND HEADINGS

         The  division of this  Agreement  into  Articles  and  Sections and the
insertion of headings are for  convenience of reference only and will not affect
the  construction  or  interpretation   of  this  Agreement.   The  terms  "this
Agreement",   "hereof",  "hereunder"  and  similar  expressions  refer  to  this
Agreement and not to any particular Article, Section or other portion hereof and
include any supplement, amendment or other modification hereto. Unless something
in the subject matter or context is inconsistent therewith,  reference herein to
Articles and Sections are to Articles and Sections of this Agreement.

1.03     EXTENDED MEANINGS

         In this Agreement, words importing the singular number only include the
plural and VICE VERSA,  words importing any gender include all genders and words
importing  persons  include  individuals,  partnerships,  associations,  trusts,
unincorporated organizations and corporations.

<PAGE>


                                      -2-



                     ARTICLE 2 - GRANT OF SECURITY INTEREST

2.01     SECURITY INTEREST

         As security for the payment and  performance  of the Note and all other
Obligations  of Debtor to Lender and any  subsidiary  or affiliate of Lender and
each Hedge Counterparty,  whether now existing or hereafter arising,  the Debtor
hereby grants, conveys, assigns, transfers and pledges to the Secured Party (for
the  benefit  of the  Lender  and each  Hedge  Counterparty)  a first  priority,
perfected security interest, and collaterally pledges and assigns to the Secured
Party,  all right,  title and interest which the Debtor now has or may hereafter
have,  be  possessed  of,  be  entitled  to,  or  acquire,  in, to and under the
Collateral (such interest,  the "Security Interest").  Such Security Interest is
granted,  and the pledge and assignment are made, as security only and shall not
subject the Secured Party to, or transfer or in any way modify,  any  obligation
of the Debtor with respect to any of the Collateral or any transaction involving
or  giving  rise  thereto.  As used  herein,  the term  "Collateral"  means  all
property, now owned or hereafter acquired or arising, of the Debtor,  including,
without limitation:

         (a) the Collection  Account,  the Collection Sweep Investment  Account,
all accounts relating  thereto,  and all amounts and other property therein from
time to time pursuant to the Credit Agreement;

         (b) all Sold  Assets,  including,  without  limitation,  all  Contracts
identified  in any  Schedule  of  Contracts  delivered  from time to time to the
Secured  Party  pursuant to the Credit  Agreement,  all chattel  paper and other
instruments or documents arising therefrom,  cash and non-cash proceeds thereof,
and Receivable Files relating thereto;

         (c) all rights of the Debtor in, to and under this  Agreement,  any and
all Hedge  Agreements,  the Contribution  and Sale Agreement,  the Servicing and
Custodian   Agreement,   the   Securities   Account   Control   Agreement,   the
Administration Agreement and each other Credit Document;

         (d) all other assets of the Debtor,  whether now existing, or hereafter
acquired; and

         (e) all income,  payments and proceeds of any of the foregoing property
in any form derived, directly or indirectly, from any dealing with such property
or that indemnifies or compensates for the loss of or damage to such property;

PROVIDED, HOWEVER, that the Collateral shall not in any event extend or apply to
any Schedule of Removed Contracts and related release executed from time to time
by the Secured Party  pursuant to Section 2.5.2 of the Credit  Agreement.  It is
understood  that,  prior to a Termination  Date,  the Debtor may  distribute any
funds  appropriately  on deposit in the Borrower's  Account from time to time to
its Member  without the consent of the Secured  Party after  application  of any
amounts then due and payable pursuant to Section 8.1 of the Credit Agreement.

2.02     ATTACHMENT OF SECURITY INTEREST

         The Debtor  acknowledges  that value has been given and agrees that the
Security  Interest  granted  hereby  will  attach  when the  Debtor  signs  this
Agreement.  The Debtor  represents  and  warrants  that it has rights in, to and
under the  Collateral  and shall at all times  have  rights in, to and under the
Collateral.

<PAGE>
                                       -3-


2.03     FORM OF DOCUMENTS

         The Debtor  acknowledges and agrees that all documents  relating to the
Secured  Party's  Security  Interest  in the  Collateral  shall  be in form  and
substance satisfactory to the Secured Party.

2.04     RELEASE

         Any item of Collateral released pursuant to the terms of this Agreement
and the Credit Agreement shall be evidenced by a UCC-3 amendment  statement,  if
necessary or desirable,  and a payoff and release letter  executed and delivered
by the Secured Party, in form and substance  satisfactory to the parties hereto;
PROVIDED  that  any  such  release  of  Collateral  arising  from  the  Seller's
repurchase  of Contracts  pursuant to Section 3.2 of the  Contribution  and Sale
Agreement shall be deemed to be automatically  made upon repayment to the Lender
of the  entire  outstanding  amount  of the  Advance  made in  respect  thereof,
together with all accrued  interest  thereon and any other amounts payable under
the Credit Agreement in respect  thereof,  and without any action being taken by
the Secured Party.

            3. ARTICLE - REPRESENTATIONS AND WARRANTIES OF THE DEBTOR

3.01     REPRESENTATIONS AND WARRANTIES

In  addition to the  representations  and  warranties  of the Debtor as Borrower
under the Credit  Agreement,  the Debtor hereby  represents  and warrants to the
Secured Party that:

         (a) Debtor has the power and  authority  to execute  and  deliver  this
Agreement and the other Credit Documents to which it is a party and to carry out
their terms and to grant the Security  Interest in the Collateral to the Secured
Party;  and the  execution,  delivery and  performance of this Agreement and the
other Credit  Documents to which the Debtor is a party have been duly authorized
by the Debtor by all necessary action.

         (b) No security  interest (other than the Security  Interest granted to
the  Secured  Party  hereunder)  and  no  Encumbrances   (other  than  Permitted
Encumbrances)  have been or will be granted  or  permitted  by the  Debtor  with
respect  to any or all of the  Collateral  (other  than as may be  granted  with
respect to a Securitization) that has not been, as of the related Drawdown Date,
released and such release is the legal,  valid and binding  release of the party
releasing such security interest or Encumbrances, as the case may be.

         (c) Debtor is a "registered organization" within the meaning of Article
9 of the UCC, duly organized and validly existing under the laws of the State of
Delaware,  with its chief  executive  office  located at the address as shown in
Schedule A. The present and  foreseeable  location of Debtor's books and records
concerning the Collateral is its chief executive office,  and all such books and
records are in Debtor's possession. All of Debtor's assets are currently located
at the locations described on Schedule A.

         (d)  All  Collateral  that  is  Contracts,   accounts,  chattel  paper,
instruments,  proceeds,  payment intangibles or general intangibles is free from
any claim for credit,  deduction  or  allowance of an Obligor or any third party
and free from any  defense,  dispute,  setoff or  counterclaim,  and there is no
extension or indulgence with respect thereto.

<PAGE>
                                      -4-


         (e) At the option of Secured Party, any amounts arising from Collateral
that is Contracts,  accounts,  chattel  paper,  instruments,  proceeds,  payment
intangibles  or general  intangibles  that are not paid in full,  whether on any
installment  date or at  maturity,  may be  deducted  from any  payment  then or
thereafter  due from Secured Party to Debtor,  and Secured Party may retain such
Contract,  account, chattel paper, instrument,  proceeds, payment intangibles or
general   intangibles  as  Collateral  for  any   outstanding   portion  of  the
Obligations.

The  delivery  at any  time by  Debtor  to  Secured  Party of  Collateral  or of
additional  specific  descriptions  of certain  Collateral  shall  constitute  a
representation  and  warranty  by Debtor to  Secured  Party  hereunder  that the
representations  and  warranties  of this  Article 3 are true and  correct  with
respect to each item of such Collateral.

                     4. ARTICLE 4 - COVENANTS OF THE DEBTOR

4.01     COVENANTS

         Until  all  Obligations  are paid and  performed  in full,  the  Debtor
covenants and agrees with the Secured Party that the Debtor shall:

         (a) Maintain at Debtor's  chief  executive  office a current  record of
where all  Collateral  is located,  permit  representatives  of Secured Party to
inspect and make abstracts from such records,  and furnish to Secured Party,  at
such intervals as Secured Party may reasonably request,  such documents,  lists,
descriptions,  certificates, and other information as may be necessary or proper
to keep Secured Party informed with respect to the identity,  location,  status,
condition, and value of the Collateral.

         (b) Fully perform all of Debtor's  duties under and in connection  with
each of the Credit Documents and each other document to which the Collateral, or
any part thereof,  relates, so that the amounts thereof shall be paid to Secured
Party without  abatement,  reduction,  diminution,  offset,  defense (other than
prior payment), counterclaim or recoupment.

         (c) Promptly  notify  Secured  Party of any dispute,  claim,  action or
proceeding  which  might  have a  Material  Adverse  Effect on all or any of the
Collateral or the Security Interest and, at the request of Secured Party, appear
in and defend, at Debtor's expense, any such action or proceeding.

         (d) Hold in trust (and not  commingle  with other assets of Debtor) for
Secured Party all Collateral  that is Contracts,  chattel paper,  instruments or
documents at any time received by Debtor and promptly deliver same to Custodian.

         (e) Not sell, lease or otherwise  dispose of, or permit the sale, lease
or  disposition  of,  any  Collateral   except  for  sales,   leases  and  other
dispositions  permitted by the terms of the Credit Agreement or any other Credit
Document.

         (f) Use,  operate,  maintain and store any Collateral that is equipment
and which is in its possession from time to time, with  reasonable  care,  skill
and caution and keep the same in good repair, working order and conditions,  and
promptly make all necessary repairs or replacements to that end.

         (g) At Debtor's expense and Secured Party's request, before or after an
Event of  Default,  file or cause to be filed  such  applications  and take such
other actions as Secured Party may  reasonably  request

<PAGE>
                                      -5-


to document  or  otherwise  obtain the  consent or approval of any  Governmental
Authority to Secured Party's Rights hereunder,  including,  without  limitation,
any  documents  or  consents  which may be  necessary  to sell any or all of the
Collateral  upon an Event of Default  (and,  because  Debtor agrees that Secured
Party's  remedies  at Law for  failure of Debtor to comply  with this  provision
would be inadequate and that such failure would not be adequately compensable in
damages,  Debtor agrees that its covenants in this provision may be specifically
enforced).

         (h) At its expense,  perfect the security interest of the Secured Party
in the Collateral by filing,  registration  or recordation in all offices in all
jurisdictions  where required by applicable law to do so. The Debtor shall renew
such filings,  registrations and recordings as and when required to keep them in
full force and effect at all times and shall  provide the Secured  Party with an
annual  opinion of counsel,  on the earlier of each  anniversary  of the Closing
Date and each extension of the  Termination  Date of the Credit  Facility by the
Lender  under and pursuant to the terms the Credit  Agreement  and at such other
times  as shall be  reasonably  required  by the  Secured  Party,  that all such
filings, registrations and recordings have been duly made on a timely basis.

         (i) From time to time promptly execute and deliver to Secured Party all
such  further  assurances,  security  agreements,  pledges,  control  agreements
assignments,  certificates,  supplemental  documents  and other  instruments  of
conveyance,  transfer, mortgage, pledge or charge, and financing statements, and
do all other acts or things as Secured Party may reasonably request from time to
time in order to more fully create, evidence,  perfect,  continue,  maintain and
preserve the priority of the Security Interest in the Collateral and to evidence
and secure the payment and  performance  of the  obligations of the Debtor under
the Credit Documents.

         (j) Not use any of the  Collateral,  or permit the same to be used, for
any  unlawful  purpose  or in any manner  inconsistent  with the  provisions  or
requirements  of any  policy of  insurance  thereon,  nor affix or  install  any
accessories,  equipment or device on the Collateral or on any component  thereof
if such  addition  will  impair the  original  intended  function  or use of the
Collateral or such component.

         (k)  Not  modify  or  substitute,   or  permit  the   modification   or
substitution  of, any contract to which any of the  Collateral  which is chattel
paper or accounts relates, nor extend or grant indulgences regarding any chattel
paper or account which is Collateral.

         (l) Not  change  its  jurisdiction  of  organization;  or cease to be a
"registered  organization" within the meaning of the applicable UCC; or relocate
its chief executive  office or place where Debtor's books and records related to
accounts  and chattel  paper are kept,  or  otherwise  relocate any of the other
Collateral to a state other than as indicated above, unless prior thereto Debtor
(i) gives Secured  Party thirty (30) days prior written  notice of such proposed
change or relocation (such notice to include,  without  limitation,  the name of
the  state  into  which  such  relocation  is to be made) and (ii)  (unless  the
relocation is to a jurisdiction in which existing financing  statements or other
required  filings have previously been made to perfect the Security  Interest in
such  Collateral)  executes  and  delivers  all such  additional  documents  and
performs all  additional  acts as Secured  Party,  in its sole  discretion,  may
request in order to continue  or  maintain  the  existence  and  priority of the
Security Interest in such Collateral,  and not relocate any of the Collateral to
any commonwealth,  nation,  territory,  possession or country outside the United
States of America.

         (m) Not change  Debtor's  name or address  to which it is  entitled  to
receive notices hereunder unless prior thereto Debtor gives Secured Party thirty
(30) days prior written notice of such proposed change and executes and delivers
all such additional documents and performs all additional acts

<PAGE>

                                      -6-


as Secured Party,  in its sole  discretion,  may request in order to continue or
maintain  the  existence  and  priority of the  Security  Interest in all of the
Collateral.

      5. ARTICLE 5 - DEFAULT; REMEDIES; ADDITIONAL RIGHTS OF SECURED PARTY

5.01     DEFAULT; REMEDIES

         (a)  On or after the occurrence of any Event of Default, (1) any or all
of the  Obligations  will at the option of the Secured Party become  immediately
due and  payable  or be subject to  immediate  performance,  as the case may be,
without presentment,  demand, diligence,  suit, protest or notice of dishonor or
nonpayment,  all of which are hereby  expressly  waived by the  Debtor;  (2) the
obligation,  if any, of the Secured Party to extend further credit to the Debtor
will cease;  (3) any or all security  granted  hereby will, at the option of the
Secured Party, become immediately enforceable;  and (4) without prejudice and in
addition to any right, power or remedy provided by the Credit Documents,  law or
equity,  the Secured  Party will have the rights,  powers and  remedies  set out
below,   all  of  which  rights,   powers  and  remedies  will  be   enforceable
successively, concurrently or both:

              (i) the  Secured  Party may by  appointment  in writing  appoint a
         receiver (each herein  referred to as the "Receiver") of the Collateral
         (which term when used in this  Section  5.01 will  include the whole or
         any part of the  Collateral)  and may remove or replace  such  Receiver
         from  time  to  time  or may  institute  proceedings  in any  court  of
         competent  jurisdiction  for  the  appointment  of a  Receiver  of  the
         Collateral  or the Debtor;  and the term  "Secured  Party" when used in
         this  Section  5.01 will  include  any  Receiver so  appointed  and the
         agents,  officers and employees of such Receiver; and the Secured Party
         will not in any way be responsible  for any misconduct or negligence of
         any such Receiver;

              (ii) the Secured Party may take  possession of the  Collateral and
         require the Debtor to assemble the  Collateral  and deliver or make the
         Collateral  available  to the Secured  Party at such place or places as
         may be specified by the Secured Party;

              (iii) the  Secured  Party may  surrender,  or cause the  Debtor to
         surrender,  any policies of insurance on all or part of the  Collateral
         and  receive  and  apply  the  unearned  premiums  as a  credit  on the
         Obligations under the Credit Documents;

              (iv) the Secured Party may apply to the  Obligations any cash held
         by the Secured Party under this  Agreement or may setoff and compensate
         and apply any and all  deposits,  general or  special,  time or demand,
         provisional or final, matured or unmatured,  and any other indebtedness
         at any time  owing by  Secured  Party  to or for the  credit  of or the
         account  of the  Debtor,  against  and on  account  of the  Obligations
         notwithstanding that any of them are contingent or unmatured;

              (v) the Secured  Party may open  Debtor's mail and collect any and
         all  amounts  due such Debtor  from  account  debtors or  insurers  and
         exercise any and all of such Debtor's  rights and remedies with respect
         to such accounts and policies;

              (vi) the  Secured  Party may  enforce  any rights of the Debtor in
         respect of the Collateral by any manner permitted by law;

<PAGE>
                                      -7-


              (vii) the Secured Party may hold, sell, lease or otherwise dispose
         of the  Collateral  (in lots or as an entirety) at public  auction,  by
         private tender,  by private sale or otherwise,  either for cash or upon
         credit  upon  such  terms  and  conditions  as the  Secured  Party  may
         determine and without  notice to the Debtor  unless  required by law in
         satisfaction  of any or all of the  Obligations.  The Secured Party may
         purchase at such sale or sales the Collateral for its own account (with
         whatever  consequential  credit to the  Obligations  as may be required
         herein or by law);

              (viii) the Secured Party may accept the Collateral in satisfaction
         of the Obligations  upon notice to the Debtor of its intention to do so
         in the manner required by law;

              (ix) the Secured Party and/or its agents may enter upon all or any
         of the  premises  occupied by the Debtor or the  Custodian  in order to
         seize and remove any Collateral located in or on such premises; and

              (x)  if any  of  the  Debtor,  the  Seller,  the  Servicer  or the
         Custodian  has failed to perform  any of its  respective  covenants  or
         agreements  in any  Credit  Document,  the  Secured  Party may bring an
         action to compel performance or recover damages for breach thereof, and
         in any event may, but shall be under no obligation to, perform any such
         covenants  or  agreements  in any  reasonable  manner  without  thereby
         waiving any rights to enforce  such  Credit  Document.  The  reasonable
         expenses  (including  any legal  costs) paid or incurred by the Secured
         Party in respect  of the  foregoing  shall be  secured by the  security
         interest granted in the Collateral;

         (b) the Secured Party and each Hedge Counterparty may charge on its own
behalf and pay to others all  reasonable  amounts for expenses  incurred and for
services  rendered in connection with the exercise of the rights and remedies of
the Secured  Party and each Hedge  Counterparty  hereunder,  including,  without
limiting  the  generality  of the  foregoing,  reasonable  legal,  Receiver  and
accounting  fees and  expenses,  and in every  such  case  the  amounts  so paid
together with all costs, charges and expenses incurred in connection  therewith,
including  interest thereon at such rate as the Secured Party deems  reasonable,
will be added to and form part of the Obligations hereby secured;

         (c) the Secured Party may discharge any claim, lien, mortgage,  charge,
security  interest,  encumbrance  or any  rights of others  that may exist or be
threatened  against the Collateral,  and in every such case the amounts so paid,
together with costs, charges and expenses incurred in connection therewith, will
be added to the Obligations hereby secured; and

         (d) the  Secured  Party  may,  as it in its  sole  discretion  may deem
expedient to enforce or realize upon the Security Interest and in the Collateral
and to cause  the  Debtor  to pay its  Obligations  in full,  take any  other or
additional steps under the Credit  Documents,  at law or in equity,  all without
any additional notice,  presentment,  demand, protest or other formality, all of
which are hereby expressly waived by the Debtor.

5.02     ADDITIONAL RIGHTS OF THE SECURED PARTY

         (a) The Secured Party may (i) grant  extensions of time,  (ii) take and
perfect or abstain from taking and perfecting security,  (iii) give up security,
(iv) accept  compositions or compromises,  (v) grant releases and discharges and
(vi)  release  any part of the  Collateral  or  otherwise  deal with the Debtor,
debtors of the Debtor,  sureties  and others and with the  Collateral  and other
security as the Secured Party sees fit without prejudice to the liability of the
Debtor to the Secured Party and each Hedge  Counterparty  or the Secured Party's
or each Hedge Counterparty's rights hereunder.

<PAGE>

                                      -8-


         (b)  None  of the  Secured  Party,  any  Hedge  Counterparty  or  their
respective directors, officers, employees, advisors or agents shall be liable or
responsible to the Debtor or any other Person for any failure to seize, collect,
realize or obtain payment with respect to the Collateral or any part thereof and
none of them will be bound to institute  proceedings  or to take other steps for
the purpose of seizing, collecting, realizing or obtaining possession or payment
with respect to any  Collateral or for the purpose of  preserving  any rights of
the Secured Party, any Hedge  Counterparty,  the Debtor or any other person,  in
respect of the  Collateral  or for any loss or damage  upon the  realization  or
enforcement of the Collateral or any part thereof.

         (c) The  Secured  Party may apply any  proceeds of  realization  of the
Collateral  to payment of  expenses  in  connection  with the  preservation  and
realization  of the  Collateral  as above  described and the Secured Party shall
apply any balance of such proceeds to payment of the  Obligations  in such order
as the Secured  Party sees fit. If there is any surplus  remaining,  the Secured
Party may pay it to any person  having a claim thereto in priority to the Debtor
of whom the Secured Party has knowledge and any balance  remaining  must be paid
promptly to the Debtor.  If the  disposition of the Collateral  fails to satisfy
the Obligations secured by this Agreement and the aforesaid expenses, the Debtor
will be  liable  to pay any  deficiency  to the  Secured  Party  and each  Hedge
Counterparty forthwith on demand.

         (d) All  authorizations  and agencies herein  contained with respect to
the Collateral are irrevocable and are powers coupled with an interest.

         (e) No failure on the part of the Secured Party or a Hedge Counterparty
to exercise,  and no delay in exercising,  any right, remedy or power under this
Agreement  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise by the Secured Party of any right,  remedy or power hereunder  preclude
any other or  future  exercise  of any  right,  remedy or power.  Each and every
right,  remedy  and  power  hereby  granted  to the  Secured  Party  or a  Hedge
Counterparty  or allowed the  Secured  Party or a Hedge  Counterparty  by law or
other  agreement  shall be cumulative  and not exclusive of any other and may be
exercised by the Secured Party from time to time.

5.03     REMEDIES CUMULATIVE

         The rights and remedies of the Secured  Party under this  Agreement and
the other  Credit  Documents  are  cumulative  and are in addition to and not in
substitution  for any rights or remedies  provided by law. Any single or partial
exercise by the Secured  Party of any right or remedy for a default or breach of
any term,  covenant,  condition or agreement  contained  herein or in any of the
other Credit Documents shall not be deemed to be a waiver of or to alter, affect
or prejudice  any other right or remedy or other rights or remedies to which the
Secured  Party may be  lawfully  entitled  for the same  default or breach.  Any
waiver by the Secured Party of the strict observance,  performance or compliance
with any term,  covenant,  condition or agreement  contained herein or in any of
the other Credit  Documents,  and any  indulgence  granted by the Secured Party,
shall be deemed not to be a waiver of any subsequent default.

                 ARTICLE 6 - NOTICE AND APPLICATION OF PROCEEDS

6.01     NOTIFICATION OF DEBTOR

         Secured  Party  promptly  shall  notify  Debtor  of any  sale or  other
disposition  of the  Collateral in accordance  with  applicable  law;  PROVIDED,
HOWEVER,  that any disposition of all or any portion of the Collateral  shall be
in accordance with this Agreement.

<PAGE>
                                      -9-


6.02     NOTIFICATION OF OBLIGORS

         After the occurrence of an Event of Default, the Secured Party may give
notice to any applicable  Obligor to make all further  payments  relating to the
Collateral to the Secured Party, and any payment or other proceeds of Collateral
received by the Debtor from any such  Obligor  after any such notice is given by
the Secured  Party must be held by the Debtor in trust for the Secured Party and
forthwith paid over to the Secured Party.

6.03     APPLICATION OF PROCEEDS

         Secured Party shall apply the proceeds of any sale or other disposition
of the  Collateral  in the  following  order:  first,  to the payment of all its
expenses  incurred in retaking,  holding and preparing any of the Collateral for
sale or other disposition, in arranging for such sale or other disposition,  and
in actually selling or disposing of the same (all of which shall constitute part
of the  Obligations);  second,  toward  repayment of amounts expended by Secured
Party under Article 7 hereof;  and third,  in accordance with Section 8.1 of the
Credit  Agreement.  If the proceeds are  insufficient  to pay the Obligations in
full, Debtor shall remain liable for any deficiency.

                    ARTICLE 7 - OTHER RIGHTS OF SECURED PARTY

7.01     PERFORMANCE

         In the event  Debtor shall fail to pay when due all Taxes on any of the
Collateral, or to preserve the first priority perfected security interest of the
Secured Party in any of the Collateral,  or otherwise fail to perform any of its
obligations  under the Credit  Documents  with respect to the  Collateral,  then
Secured Party may, at its option,  but without being required to do so, pay such
Taxes, prosecute or defend any suits in relation to the Collateral,  or take all
other action  which Debtor is required,  but has failed or refused to take under
the  Credit  Documents.  Any sum which  may be  reasonably  expended  or paid by
Secured  Party under this Section 7.01  (including,  without  limitation,  court
costs and  reasonable  attorneys'  fees) shall bear  interest  from the dates of
expenditure  or payment at the Default Rate until paid and,  together  with such
interest,  shall be payable by Debtor to Secured  Party upon demand and shall be
part of the Obligations.

7.02     COLLECTION

         Upon  notice from  Secured  Party,  each  Obligor  with  respect to any
payments on any of the Collateral (including, without limitation,  dividends and
other distributions with respect to insurance proceeds payable by reason or loss
or damage to any of the Collateral) is hereby  authorized and directed by Debtor
to make payment  directly to Secured  Party,  regardless  of whether  Debtor was
previously making collections thereon. Secured Party shall have the right in its
own name or in the name of Debtor to  compromise  or extend time of payment with
respect to all or any portion of the  Collateral  for such amounts and upon such
terms as Secured Party may determine; to demand, collect,  receive, receipt for,
sue for,  compound,  and give  acquittances  for any and all  amounts  due or to
become  due with  respect  to  Collateral;  to take  control  of cash and  other
proceeds  of any  Collateral;  to  endorse  the  name of  Debtor  on any  notes,
acceptances,  checks,  drafts,  money  orders or other  evidences  of payment on
Collateral  that may come into the possession of Secured Party; to sign the name
of Debtor on any invoice or bill of lading  relating to any  Collateral,  on any
drafts  against  Obligors  or other  Persons  making  payment  with  respect  to
Collateral, on assignments and verifications of accounts or other Collateral and
on notices to  Obligors  making  payment  with  respect to  Collateral;  to send
requests for  verification  of obligations  to any


<PAGE>

                                      -10-


Obligor;  and to do all other acts and things  necessary to carry out the intent
of this  Agreement.  If any  Obligor  fails or  refuses  to make  payment on any
Collateral when due, Secured Party is authorized, in its sole discretion, either
in its own name or in the name of Debtor,  to take such action as Secured  Party
shall deem  appropriate  for the  collection of any amounts owed with respect to
Collateral or upon which a delinquency exists. Regardless of any other provision
hereof,  Secured Party shall never be liable for its failure to collect,  or for
its failure to exercise  diligence in the  collection  of, any amounts owed with
respect to Collateral,  nor shall it be under any duty whatever to anyone except
Debtor to account for funds that it shall actually  receive  hereunder.  Without
limiting  the  generality  of  the  foregoing,   Secured  Party  shall  have  no
responsibility for ascertaining any maturities,  calls, conversions,  exchanges,
offers, tenders or similar matters relating to any Collateral,  or for informing
Debtor with  respect to any of such  matters  (irrespective  of whether  Secured
Party actually has, or may be deemed to have, knowledge thereof). The receipt of
Secured  Party to any Obligor shall be a full and complete  release,  discharge,
and acquittance to such Obligor,  to the extent of any amount so paid to Secured
Party. The Rights granted Secured Party under this Section 7.02 may be exercised
only upon the occurrence of a Default or an Event of Default and so long as such
Default or Event of Default is continuing.

7.03     CERTAIN PROCEEDS

         Upon the  occurrence of a Default or an Event of Default and so long as
such Default or Event of Default is continuing,  any cash proceeds of Collateral
which come into the possession of Secured Party may, at Secured  Party's option,
be applied in whole or in part to the  Obligations  (to the extent then due), be
released in whole or in part to or on the written instructions of Debtor for any
general or specific purpose, or be retained in whole or in part by Secured Party
as additional Collateral. Any cash Collateral in the possession of Secured Party
may only be  invested  by Secured  Party in  certificates  of deposit  issued by
Secured  Party (if Secured  Party issues such  certificates),  or in  securities
issued or  guaranteed  by the United  States of  America or any agency  thereof.
Secured  Party shall never be  obligated to make any such  investment  and shall
never have any liability to Debtor for any loss which may result therefrom.  All
interest and other amounts earned from any investment of Collateral may be dealt
with by Secured Party in the same manner as other cash Collateral.

7.04     USE AND OPERATION OF COLLATERAL

         Should  any  Collateral  come into the  possession  of  Secured  Party,
Secured Party may use or operate such  Collateral  for the purpose of preserving
it or its value pursuant to the order of a court of appropriate  jurisdiction or
in  accordance  with any other  Rights held by Secured  Party in respect of such
Collateral.  Debtor covenants to promptly reimburse and pay to Secured Party, at
Secured  Party's  request,  the amount of all  reasonable  expenses  (including,
without  limitation,  the cost of any  insurance  and  payment of Taxes or other
charges)   incurred  by  Secured  Party  in  connection  with  its  custody  and
preservation  of  Collateral,  and all such  expenses,  costs,  Taxes  and other
charges shall bear interest at the Default Rate until repaid and,  together with
such interest, shall be payable by Debtor to Secured Party upon demand and shall
become part of the Obligations.  Notwithstanding  any provision to the contrary,
the risk of  accidental  loss or damage  to,  or  diminution  in value  of,  any
Collateral is on Debtor,  and Secured Party shall have no liability whatever for
failure to obtain or maintain insurance,  nor to determine whether any insurance
ever in force is adequate as to amount or as to the risks insured.  With respect
to Collateral  that is in the possession of Secured  Party,  Secured Party shall
have no duty to fix or preserve  Rights against prior parties to such Collateral
and shall never be liable for any failure to use diligence to collect any amount
payable in respect of such  Collateral,  but shall be liable  only to account to
Debtor for what it may actually  collect or receive  thereon.  The provisions of
this  Section 7.04 shall be  applicable  whether or not a Default or an Event of
Default has occurred and is continuing.



<PAGE>

                                      -11-


7.05    PURCHASE MONEY COLLATERAL

         To the extent that Secured  Party has advanced or will advance funds to
or for the account of Debtor to enable  Debtor to purchase or otherwise  acquire
Rights  in  Collateral,  except as  otherwise  provided  in the Loan  Agreement,
Secured Party, at its option, may pay such funds (i) directly to the Person from
whom Debtor will make such  purchase or acquire such Rights,  or (ii) to Debtor,
in which case Debtor  covenants  to promptly  pay the same to such  Person,  and
forthwith  furnish to Secured Party evidence  satisfactory to Secured Party that
such payment has been made from the funds so provided by Secured  Party for such
payment.

7.06     SUBROGATION

         If any of the  Obligations are given in renewal or extension or applied
toward the payment of indebtedness  secured by any Permitted Lien, Secured Party
shall be, and is hereby,  subrogated to all of the Rights, titles, interests and
Permitted Liens securing the indebtedness so renewed, extended or paid.

7.07     INDEMNIFICATION

         Debtor hereby  assumes all liability  for any loss,  expense,  claim or
damage to or arising out of the Collateral,  the Security Interest, and any use,
possession,  maintenance  and  management  of,  all or  any  of the  Collateral,
including,  without  limitation,  any  Taxes  arising  as a  result  of,  or  in
connection  with, the  transactions  contemplated  herein,  and agrees to assume
liability  for,  and to  indemnify  and hold  Secured  Party  harmless  from and
against, any and all claims,  causes of action or liability,  for injuries to or
deaths of Persons and damage to property,  howsoever arising from or incident to
such use, possession, maintenance and management, whether such Persons be agents
or  employees  of Debtor or of third  parties,  or such damage be to property of
Debtor or of others.  Debtor agrees to indemnify,  save,  and hold Secured Party
harmless from and against,  and covenants to defend Secured Party  against,  any
and all losses,  damages,  claims, costs,  penalties,  liabilities and expenses,
including,  without  limitation,  court costs and  reasonable  attorneys'  fees,
howsoever  arising or  incurred  because  of,  incident  to, or with  respect to
Collateral  or  any  use,  possession,  maintenance  or  management  thereof  (a
"Claim").  In the event that any Claim is brought against Secured Party, Secured
Party  agrees to give  prompt  written  notice to Debtor  with  respect to same,
together  with a copy of such  claim,  and so long as no Event of Default  shall
have occurred and be  continuing,  Debtor shall have the right in good faith and
by appropriate proceedings to defend Secured Party against such Claim and employ
counsel  acceptable  to Secured  Party to conduct such defense (at Debtor's sole
expense)  so  long  as  such  defense  shall  not  involve  any  danger  of  the
foreclosure,  sale,  forfeiture or loss, or imposition of any Lien, other than a
Permitted  Lien,  on any part of the  Collateral,  or subject  Secured  Party to
criminal liability.  Should Debtor elect to engage its own counsel acceptable to
Secured  Party,  Secured Party may continue to participate in the defense of any
such  claim and will  retain  the right to settle  any such  matter on terms and
conditions  satisfactory to Secured Party and Debtor. All such settlements shall
be paid by and remain the sole  responsibility  of Debtor.  In the event  Debtor
does not accept the defense of the Claim as provided above,  Secured Party shall
have the right to defend against such Claim, in its sole discretion,  and pursue
its rights hereunder.

7.08     DIMINUTION IN VALUE OF COLLATERAL

         Secured Party shall have no liability or responsibility  whatsoever for
any diminution in or loss of value of any Collateral.

<PAGE>
                                      -12-


                               ARTICLE 8 - GENERAL

8.01     REFERENCE TO CREDIT DOCUMENTS

         This  Agreement  is one of the  "Credit  Documents"  referred to in the
Credit Agreement.

8.02     BENEFIT OF THE AGREEMENT

         This  Agreement  will inure to the  benefit of and be binding  upon the
successors and permitted assigns of the parties hereto.

8.03     TERM

         Upon full and final  payment  and  performance  of the  Obligations  by
Debtor and extinguishment of the Commitment,  this Agreement shall automatically
thereafter  terminate;  PROVIDED that no Obligor on any of the Collateral  shall
ever be obligated to make inquiry as to the termination of this  Agreement,  but
shall be fully protected in making payment directly to Secured Party.

8.04     ACTIONS NOT RELEASED

         The Security Interest and the Debtor's  obligations and Secured Party's
Rights  hereunder  shall not be  released,  diminished,  impaired  or  adversely
affected by the occurrence of any one or more of the following  events:  (i) the
taking or  accepting of any other  security or  assurance  for any or all of the
Obligations; (ii) any release, surrender, exchange, subordination or loss of any
security or assurance at any time existing in connection  with any or all of the
Obligations;  (iii) the  modification  of, amendment to, or waiver of compliance
with any terms of, any of the other Credit Documents without the notification or
consent of Debtor, except as required therein (the Right to such notification or
consent being herein specifically waived by Debtor); (iv) any renewal, extension
or  rearrangement  of the  payment  of any  or  all of the  Obligations,  or any
adjustment,  indulgence,  forbearance or compromise that may be granted or given
by Secured Party to Debtor; (v) any neglect, delay, omission, failure or refusal
of Secured Party to take or prosecute  any action in  connection  with any other
agreement, document, guaranty or instrument evidencing, securing or assuring the
payment of all or any of the  Obligations;  (vi) any failure of Secured Party to
notify  Debtor of the  release  of any  other  security;  (vii) the  illegality,
invalidity or unenforceability of all or any part of the Obligations against any
party obligated with respect thereto by reason of the fact that the Obligations,
or the  interest  paid or  payable  with  respect  thereto,  exceeds  the amount
permitted by Law, the act of creating the Obligations,  or any part thereof,  is
ULTRA VIRES, or the officers,  partners, members or trustees creating same acted
in excess of their authority,  or for any other reason; or (viii) if any payment
by any party  obligated with respect  thereto is held to constitute a preference
under  applicable  Laws or for any other  reason  Secured  Party is  required to
refund such payment or pay the amount thereof to someone else.

8.05     ENTIRE AGREEMENT

         This  Agreement has been entered into pursuant to the provisions of the
Credit Agreement and is subject to all of the terms and conditions  thereof and,
if there  is any  conflict  or  inconsistency  between  the  provisions  of this
Agreement  and the  provisions  of the Credit  Agreement,  any such  conflict or
inconsistency  shall be  resolved to better  assure the  security  interest  and
collateral  assignment granted hereunder.  This Agreement cancels and supersedes
any prior  understandings and agreements between the parties hereto with respect
thereto.   There  are  no  representations,   warranties,   terms,   conditions,
undertakings or collateral agreements,  express,  implied or statutory,  between
the Secured  Party and the


<PAGE>

                                      -13-


Debtor with respect to the subject  matter  hereof except as expressly set forth
herein or in the Credit Agreement.

8.06     DEBTOR WAIVERS

         To the fullest extent  permitted by Law, Debtor WAIVES (i) any Right to
require Secured Party to proceed against any other Person, to exhaust its Rights
in the  Collateral,  or to pursue any other Right which  Secured Party may have;
and (ii) with respect to the  Obligations,  presentment  and demand for payment,
protest,  notice of  protest  and  nonpayment,  and notice of the  intention  to
accelerate.

8.07     WAIVER OF MARSHALLING

         To the fullest extent  permitted by Law, Debtor agrees that it will not
at any time insist  upon,  plead,  claim or take the benefit or advantage of any
law now or hereafter in force providing for any appraisement,  valuation,  stay,
extension  or  redemption,   and  Debtor,  for  itself,  its  heirs,   devisees,
representatives,  receivers,  trustees,  successors and assigns, and for any and
all  persons  ever  claiming  any  interest  in the  Collateral,  to the  extent
permitted by law,  Debtor hereby  WAIVES and RELEASES all rights of  redemption,
valuation,  appraisement,  stay of  execution,  notice of intention to mature or
declare due the whole of the secured indebtedness,  notice of election to mature
or  declare  due the  whole of the  secured  indebtedness  and all  rights  to a
marshalling  of its assets,  including the  Collateral,  or to a sale in inverse
order of alienation in the event of foreclosure of the security  interest hereby
created.

8.08     FINANCING STATEMENT

         Secured Party shall be entitled at any time to file this Agreement or a
carbon,  photographic or other  reproduction  of this Agreement,  as a financing
statement,  but the  failure  of  Secured  Party to do so shall not  impair  the
validity or enforceability of this Agreement.

8.09     AMENDMENTS AND WAIVERS

         This  instrument  may be  amended  only  by an  instrument  in  writing
executed jointly by Debtor and Secured Party, and supplemented only by documents
delivered or to be delivered in accordance  with the express  terms  hereof.  No
waiver of any breach of or obligation under any provision of this Agreement will
be  effective  or  binding  unless  made in  writing  and  signed  by the  party
purporting  to give the same  and,  unless  otherwise  provided  in the  written
waiver,  will be limited to the  specific  breach or  obligation  waived for the
particular instance noted.

8.10     PARTIES BOUND; ASSIGNMENT

         This  Agreement  shall be  binding  on Debtor  and its  successors  and
assigns  and shall inure to the  benefit of Secured  Party and  Secured  Party's
successors  and assigns.  Debtor may not,  without the prior written  consent of
Secured Party, assign any Rights, duties or obligations hereunder.  In the event
of an assignment of all or part of the  Obligations,  the Security  Interest and
other Rights and benefits  hereunder to the extent applicable to the part of the
Obligation so assigned, shall be imposed on such transferee, but (unless Secured
Party  shall  have so  expressly  agreed in  writing)  the Debtor  shall  remain
primarily liable in respect of all such assigned Obligations.

<PAGE>
                                      -14-


8.11     COLLATERAL AGENT

         Secured  Party may,  within its sole  discretion,  appoint  one or more
custodians or collateral agents as bailee-in-possession ("Collateral Agent"), or
may, by an  instrument  delivered  to the Debtor,  declare  that it is acting as
collateral  agent for itself,  to perfect its interests in and to administer the
Collateral  or any part  thereof,  including,  without  limitation,  any  notes,
accounts,  chattel  paper or other  documents or  instruments  evidencing of the
foregoing. Debtor shall pay all costs, fees and other charges of such Collateral
Agent.

8.12     ENTIRETY

         This  Agreement  and the other  Credit  Documents  represent  the final
agreement  between the parties and may not be contradicted by evidence of prior,
contemporaneous  or  subsequent  oral  agreements  by the parties.  There are no
unwritten oral agreements  between or among the parties.  This Agreement and the
other  Credit  Documents  embody the  entire  agreement  between  the Debtor and
Secured Party and supersede all prior proposals,  agreements and  understandings
relating to the subject matter hereof.

8.13     SEVERABILITY

         If any  provision  of this  Agreement  is  determined  to be invalid or
unenforceable  in whole or in part,  such  invalidity or  unenforceability  will
attach only to such  provision  or part thereof and the  remaining  part of such
provision  and all other  provisions  hereof  will  continue  in full  force and
effect.

8.14     NOTICES

         All notices,  requests and other  communications  to be given hereunder
shall be in  writing  and  shall be given to such  party at its  address  or fax
number  set forth  below or such  other  address or fax number as such party may
hereafter  specify  by notice to Secured  Party and  Debtor.  Each such  notice,
request or other communication shall be effective (i) if given by fax during the
business hours of the party receiving notice, when transmitted to the fax number
specified in this Section and, on the day of transmittal thereof, a confirmation
of receipt  (which may be telephonic) is given by the recipient and in any event
no later than the next  business  day,  (ii) if given by mail,  on the third day
after such  communication  is  deposited  in the mails with first class  postage
prepaid, addressed as aforesaid or (iii) if given by any other means (including,
without limitation,  by air courier), when delivered at the address specified in
this Section;  PROVIDED that notices given under this subsection (iii) shall not
be effective until received by the respective addressee.  All notices shall also
be given,  simultaneously  and in like manner,  to such party's legal counsel at
its address or fax number set forth below or such other address or fax number as
such party may hereafter specify by notice to the other parties.

AS TO DEBTOR:                                     WITH COPY TO:

E-LOAN Auto Fund One, LLC                         E-LOAN, Inc.
5875 Arnold Road                                  5875 Arnold Road
Dublin, CA  94568                                 Dublin, CA  94568
Telephone:  925-241-2510                          Telephone:  925-560-2631
Telefax:  925-560-3408                            Telefax:  925-803-3503
Attn:  Tom Knight, Treasurer                      Attn: Edward A. Giedgowd, Esq.



<PAGE>

                                      -15-


AS TO SECURED PARTY:                              WITH COPY TO:

Merrill Lynch Bank USA                            Merrill Lynch Bank USA
800 Scudders Mill Road                            15 W. South Temple
Plainsboro, NJ 08536                              Salt Lake City, UT  84101
Telephone: (609) 282-3038                         Telephone: (801) 526-8310
Telefax: (609) 282-1269                           Telefax: (801) 534-1677
Attn: Scott Croland                               Attn: Eric Billings

8.15     ADDITIONAL CONTINUING SECURITY

         This  Agreement  and the security  interest and  collateral  assignment
granted hereby are in addition to and not in substitution for any other security
now or  hereafter  held by the  Secured  Party for the benefit of the Lender and
each Hedge  Counterparty.  This Agreement is a security agreement (as defined in
the UCC) and the security  interest granted  hereunder is a continuing  security
that will remain in full force and effect until discharged by the Secured Party.

8.16     FURTHER ASSURANCES

         The  Debtor  from time to time,  at its  expense,  shall  promptly  do,
execute and  deliver,  or cause to be done,  executed  and  delivered,  all such
financing statements, further assignments, instruments, documents, acts, matters
and things as may be  reasonably  requested by the Secured Party for the purpose
of giving  effect to this  Agreement  and the other Credit  Documents or for the
purpose of  establishing  compliance  with the  representations,  warranties and
covenants  herein  contained and contained in the other Credit Documents and the
rights, powers and remedies herein and therein granted.

8.17     POWER OF ATTORNEY

         Debtor  hereby  irrevocably  appoints  Secured Party or its designee as
Debtor's attorney-in-fact, with full authority in the place and stead of Debtor,
from time to time in Secured  Party's  discretion  prior to, upon,  during,  and
after an Event of  Default,  to take any action and to  execute  any  instrument
which Secured Party may deem  necessary or advisable to accomplish  the purposes
of this Agreement,  including without limitation, (i) to perfect and continue to
perfect the security  interests  created by this  Agreement  and to maintain the
first  priority  thereof;  (ii) to ask,  demand,  collect  or sue for,  recover,
compound,  receive  and give  acquittance  in  receipts  for any  monies  due or
becoming due under or in respect for any Collateral;  (iii) to receive,  endorse
and collect any drafts or other  instruments,  documents and chattel  paper,  in
connection with the  Collateral;  and (iv) to file any claims or take any action
or institute any proceeding  which Secured Party may deem necessary or desirable
for the  collection  of any  Collateral  or  otherwise  to enforce the rights of
Secured Party in the  Collateral;  and, in addition to the  foregoing,  after an
Event of Default,  to sell or assign any chattel paper or other  Collateral upon
such  terms,  for such  amounts  and at such time or times  Secured  Party deems
advisable. Secured Party shall give Debtor three (3) business days prior written
notice  before  exercising  authority as  attorney-in-fact  at any time which is
prior to the occurrence of an Event of Default.  The Debtor hereby  ratifies all
that said attorneys  shall do or cause to be done by virtue hereof.  Neither the
Secured  Party nor its  designee  shall be under any duty to  exercise  any such
powers and none of the  Secured  Party,  its  designee  or any their  respective
officers, directors,  employees or agents shall be responsible to the Debtor for
any failure to act.


<PAGE>

                                      -16-


8.18     DISCHARGE

         The Debtor will not be discharged  from any of the  Obligations or from
this Agreement except by a release or discharge signed in writing by the Secured
Party.

8.19     THIRD PARTIES

         No Person  dealing  with the Secured  Party or any agent of the Secured
Party shall be required to inquire  whether  the  security  interest  has become
enforceable,  or whether the powers which the Secured Party or any such agent is
purporting  to  exercise  are  or  have  become  exercisable,   or  whether  any
Obligations remain outstanding upon the security interest granted to the Secured
Party, or as to the necessity or expediency of the  stipulations  and conditions
subject to which any sale shall be made,  or  otherwise  as to the  propriety or
regularity  of any sale or  other  disposition  or any  other  dealing  with the
security  interest  granted to the Secured Party in, to and under the Collateral
or any part thereof.

8.20     GOVERNING LAW

         THIS  AGREEMENT  AND ALL OTHER CREDIT  DOCUMENTS  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.

8.21     MULTIPLE COUNTERPARTS

         This  Agreement may be executed in a number of identical  counterparts,
each of which when executed shall be deemed an original for all purposes and all
of which constitute,  collectively,  one agreement; but, in making proof of this
Agreement,  it shall not be  necessary  to produce or account  for more than one
such counterpart.

8.22     SUBMISSION TO JURISDICTION; WAIVERS

         EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:

         (a)  SUBMITS  ITSELF  AND ITS  PROPERTY  TO THE  NON-EXCLUSIVE  GENERAL
JURISDICTION  OF THE COURTS OF THE STATE OF NEW YORK,  THE FEDERAL COURTS OF THE
UNITED  STATES OF AMERICA  FOR THE  SOUTHERN  DISTRICT  OF NEW YORK OR ANY OTHER
FEDERAL  COURT  SITTING IN THE BOROUGH OF  MANHATTAN IN THE CITY OF NEW YORK AND
APPELLATE COURTS FROM ANY THEREOF;

         (b) CONSENTS THAT ANY ACTION OR PROCEEDING RELATING TO THE TRANSACTIONS
CONTEMPLATED  BY OR ARISING  FROM,  OR FOR  RECOGNITION  OR  ENFORCEMENT  OF ANY
JUDGMENT IN RESPECT OF, THE CREDIT DOCUMENTS MAY BE BROUGHT IN SUCH COURTS;

         (c) WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH  ACTION  OR  PROCEEDING  IN ANY SUCH  COURT OR THAT  SUCH  ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM
THE SAME;


<PAGE>
                                      -17-


         (d) AGREES THAT ANY SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY  REGISTERED  OR CERTIFIED  MAIL (OR
ANY  SUBSTANTIALLY  SIMILAR FORM OF MAIL),  POSTAGE PREPAID,  TO ITS ADDRESS SET
FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH EACH OF THE OTHER PARTIES  HERETO
SHALL HAVE BEEN  NOTIFIED IN  ACCORDANCE  WITH THE TERMS AND  CONDITIONS OF THIS
AGREEMENT;  PROVIDED THAT FOR THE AVOIDANCE OF DOUBT, EACH PARTY AGREES THAT ANY
SERVICE  OF  PROCESS ON THE  DEBTOR  SHALL BE SENT TO THE  ADDRESS  SET FORTH IN
SECTION 4 OF ITS LIMITED LIABILITY COMPANY AGREEMENT; AND

         (e) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE
OF PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE
IN ANY OTHER JURISDICTION.

8.23     WAIVER OF JURY TRIAL

         EACH OF THE PARTIES HERETO HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST
EXTENT  PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY
LEGAL  PROCEEDING  ARISING OUT OF OR RELATING  TO THIS  AGREEMENT  AND THE OTHER
CREDIT DOCUMENTS OR THE TRANSACTIONS  CONTEMPLATED  HEREBY OR THEREBY OR ARISING
HEREUNDER OF THEREUNDER.




                            [Signature page follows.]








<PAGE>




         IN WITNESS  WHEREOF the parties have duly executed this Agreement as of
the date first written above.

                                       E-LOAN AUTO FUND ONE, LLC, as Debtor

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       MERRILL LYNCH BANK USA, as Secured Party


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


















<PAGE>



                                   SCHEDULE A

                       E-LOAN AUTO FUND ONE, LLC LOCATIONS


A.       Location of Chief Executive Office:

         5875 Arnold Road
         Dublin, CA  94568

B.       Location of Books and Records as to Chattel Paper and Accounts:

         [3563 - 501 Philips Highway]
         [Jacksonville, FL  32207]

         [5875 Arnold Road]
         [Dublin, CA  94568]

C.       Location of OTHER COLLATERAL:
                     ----------------

         WHILE HELD IN TRUST BY DEBTOR

         3563 - 501 Philips Highway
         Jacksonville, FL  32207

         UPON DELIVERY TO THE CUSTODIAN
         ------------------------------
         [4315 Pickett Road]
         [St. Joseph, MO  64503]


</TEXT>
</DOCUMENT>
