RECITALS

                                                                EXHIBIT 10.39.01

                             FIRST AMENDMENT TO THE

                               SECURITY AGREEMENT

      This First Amendment to the Security Agreement ("Amendment") dated as of
August 1, 2003, by and between WFS RECEIVABLES CORPORATION 3, a California
corporation ("WFSRC3"), and WESTERN FINANCIAL BANK, a federally chartered
institution (the "Bank") amends the original Security Agreement between WFSRC3
and the Bank dated March 7, 2003 (the "Agreement").

                                    RECITALS

      WHEREAS, the parties desire to amend the Agreement to redefine the term
"Collateral"; and

      WHEREAS, the parties further desire to amend the Agreement to
automatically subordinate the Bank's interest in that portion of the Collateral,
including but not limited to Contracts, proceeds from the Contracts, and amounts
held in a spread account or similar account related to the securitization of
Contracts ("Pledged Collateral"), that is transferred, granted or pledged to an
owner trust or other entity established by the Borrower in connection with the
securitization of Contracts by the Borrower and the issuance of one or more
notes or other securities backed by the Collateral.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual promises set forth herein,
and in reliance upon the recitals set forth above, the parties agree as follows:

1.    The last sentence in Section 1 Grant of Security Interest is amended and
      restated in its entirety as follows:

      As used herein, the term "Collateral" shall mean, any and all assets and
      properties, if any, pledged from time to time by the Borrower to the Bank
      pursuant to any Loan Documents to secure all or a portion of the
      Obligations.

2.    The heading for Section 1 is amended to read: Grant of Security Interest;
      Subordination and the existing unnumbered paragraph is designated as
      section 1.1.

3.    A new Section 1.1 is inserted to state the following:

      The Bank hereby agrees that upon the transfer, grant, or pledge of the any
      portion of Collateral, including but not limited to Contracts, proceeds
      from the Contracts, and amounts held in a spread account or similar
      account related to the securitization of Contracts ("Pledged Collateral"),
      by the Borrower in favor of an owner trust or other entity established by
      the Borrower in connection with the securitization of Contracts by the
      Borrower and the issuance of one or more notes or other securities backed
      by the Collateral, the security interest of the Bank in the Pledged
      Collateral shall be immediately and without further action of the Bank
      subordinated to the rights of such owner trust or other entity and any
      assignee or pledgee of the owner trust or other entity,

      including but not limited to the holders of any notes or other securities
      issued by the owner trust or other entity secured in whole or in part by
      the Collateral or any part thereof, effective as of the date of that
      transfer or grant.

4.    Except as specifically amended herein, all terms of the Agreement shall
      remain in full force and effect.

5.    Capitalized terms not defined herein shall have the meanings as set forth
      in the Agreement.

      WHEREFORE, the undersigned have executed this Agreement on the date set
forth below to be effective as of the date first set forth above.

WFS RECEIVABLES CORPORATION 3                 WESTERN FINANCIAL BANK

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Xxxx Xxxxxxxx, President                      Xxx X. Xxxxxxxx,
                                              Senior Executive Vice President
                                              and Chief Financial Officer