SECOND AMENDMENT TO THE REVOLVING LINE OF CREDIT AGREEMENT REVOLVING LINE OF CREDIT AGREEMENT

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                                                                 EXHIBIT 10.25.2

                             SECOND AMENDMENT TO THE

                       REVOLVING LINE OF CREDIT AGREEMENT

This SECOND AMENDMENT ("Amendment") is dated as of January __, 2003, by and

between WFS RECEIVABLES CORPORTION 3, a California corporation (the "Borrower"),

and WESTERN FINANCIAL BANK a federal savings bank (the "Bank"), and amends the

REVOLVING LINE OF CREDIT AGREEMENT, as amended, ("Agreement") entered into by

the parties on August 8, 2002 with reference to the following:

                                    RECITALS

A. The Agreement is being amended as follows:

                                    AGREEMENT

      In con