Contribution Agreement

EXHIBIT 10.1.a


EXECUTION COPY


AMENDMENT NO. 1


Dated as of June 25, 2004


to


CONTRIBUTION AGREEMENT


Dated as of June 5, 2003


THIS AMENDMENT NO. 1 to CONTRIBUTION AGREEMENT ("Amendment") is entered into as of June 25, 2004 by and among BAY VIEW ACCEPTANCE CORPORATION ("Bay View Acceptance"), a Nevada corporation, as contributor (the "Contributor") and BAY VIEW RECEIVABLES CORPORATION, a corporation established under the laws of the State of Delaware, as depositor (the "Depositor").


PRELIMINARY STATEMENTS


A. The Contributor and Depositor are parties to that certain Contribution Agreement dated as of June 5, 2003 (as the same may be amended, restated, supplemented or otherwise modified the "Contribution Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Contribution Agreement.


B. The parties hereto have agreed to amend the Contribution Agreement as set forth herein.


NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


SECTION 1. Amendments to the Contribution Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Contribution Agreement is hereby amended as follows:


1.1 Sections 3.02(a)(iii), (v) and (xiv) are hereby amended by deleting the references therein to the "Soldiers' and Sailors' Civil Relief Act of 1940" and replacing them with references to the "Servicemembers' Civil Relief Act of 2003".


1.2 Section 3.02(a)(xxv) of the Contribution Agreement is hereby amended by restating subparagraphs (A), (B), (G), (H) and (I) thereof as follows:


(A) no more than (i) 35% (determined by the Aggregate Receivable
Balance) of all of the Receivables pledged to the Indenture Trustee, after
taking into consideration the Subsequent Receivables pledged to the
Indenture Trustee on such Funding Date, shall have been originated in
California and (ii) 22% (determined by the Aggregate Receivable


Balance) of all of the Receivables pledged to the Indenture Trustee, after
taking into consideration the Subsequent Receivables pledged to the
Indenture Trustee on such Funding Date, shall have been originated in
Texas;


(B) no more than 18% (determined by the Aggregate Receivable Balance) of
all of the Receivables pledged to the Indenture Trustee, after taking into
consideration the Subsequent Receivables pledged to the Indenture Trustee
on such Funding Date, shall have been originated in any Core State other
than California or Texas;


(G) no more than 35% (determined by the Aggregate Receivable Balance) of
all of the Receivables pledged to the Indenture Trustee, after taking into
consideration the Subsequent Receivables pledged to the Indenture Trustee
on such Funding Date, shall have an original term of more than 84 months;


(H) no more than 85% (determined by th ...