Exhibit 10.34

                          REVOLVING LINE OF CREDIT NOTE

$24,750,000.00                                           Los Angeles, California
                                                                    May 31, 2001

         FOR VALUE RECEIVED, the undersigned MOTORCAR PARTS & ACCESSORIES, INC.,
a New York corporation ("Borrower") promises to pay to the order of WELLS FARGO
BANK, NATIONAL ASSOCIATION ("Bank") at its office at 333 South Grand Avenue,
Suite 940, Los Angeles, California, or at such other place as the holder hereof
may designate, in lawful money of the United States of America and in
immediately available funds, the principal sum of Twenty-Four Million Seven
Hundred Fifty Dollars ($24,750,000.00), or so much thereof as may be advanced
and be outstanding, with interest thereon, to be computed on each advance from
the date of its disbursement as set forth herein.

INTEREST:

         (a)      INTEREST. The outstanding principal balance of this Note shall
bear interest (computed on the basis of a 360-day year, actual days elapsed) at
the rate set forth in that certain Second Amended and Restated Credit Agreement
dated as of May 31, 2001 (as amended from time to time, the "Credit Agreement')
between Borrower and Bank.

         (b)      PAYMENT OF INTEREST. Interest accrued on this Note shall be
payable on the first day of each month, commencing July 1, 2001.

         (c)      DEFAULT INTEREST. From and after the maturity date of this
Note, or such earlier date as all principal owing hereunder becomes due and
payable by acceleration or otherwise, the outstanding principal balance of this
Note shall bear interest until paid in full at an increased rate per annum
(computed on the basis of a 360-day year, actual days elapsed) equal to four
percent (4%) above the rate of interest from time to time applicable to this
Note.

BORROWING AND REPAYMENT:

         (a)      BORROWING AND REPAYMENT. Borrower may from time to time during
the term of this Note borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and
conditions of this Note and of any document executed in connection with or
governing this Note; PROVIDED, HOWEVER, that the total outstanding borrowings
under this Note shall not at any time exceed the principal amount stated above.
The unpaid principal balance of this obligation at any time shall be the total
amounts advanced hereunder by the holder hereof less the amount of principal
payments made hereon by or for Borrower, which balance may be endorsed hereon
from time to time by the holder. The outstanding principal balance of this Note
shall be due and payable in full on April 30, 2002.

         (b)      ADVANCES. Advances hereunder, to the total amount of the
principal sum stated above, may be made by the holder at the oral or written
request of (i) Anthony Souza or Charles Yeagley, any one acting alone, who
are authorized to request advances and direct the disposition of any advances
until written notice of the revocation of such



authority is received by the holder at the office designated above, or (ii)
any person, with respect to advances deposited to the credit of any account
of Borrower with the holder, which advances, when so deposited, shall be
conclusively presumed to have been made to or for the benefit of Borrower
regardless of the fact that persons other than those authorized to request
advances may have authority to draw against such account. The holder shall
have no obligation to determine whether any person requesting an advance is
or has been authorized by Borrower.

         (c)      APPLICATION OF PAYMENTS. Each payment made on this Note shall
be credited first, to any interest then due and second, to the outstanding
principal balance hereof.

EVENTS OF DEFAULT:

         This Note is made pursuant to and is subject to the terms and
conditions of the Credit Agreement. Any default in the payment or performance of
any obligation under this Note, or any defined event of default under the Credit
Agreement, shall constitute an "Event of Default" under this Note.

MISCELLANEOUS:

         (a)      REMEDIES. Upon the occurrence of any Event of Default, the
holder of this Note, at the holder's option, may declare all sums of principal
and interest outstanding hereunder to be immediately due and payable without
presentment, demand, notice of nonperformance, notice of protest, protest or
notice of dishonor, all of which are expressly waived by Borrower, and the
obligation, if any, of the holder to extend any further credit hereunder shall
immediately cease and terminate. Borrower shall pay to the holder immediately
upon demand the full amount of all payments, advances, charges, costs and
expenses, including reasonable attorneys' fees (to include outside counsel fees
and all allocated costs of the holder's in-house counsel), expended or incurred
by the holder in connection with the enforcement of the holder's rights and/or
the collection of any amounts which become due to the holder under this Note,
and the prosecution or defense of any action in any way related to this Note,
including without limitation, any action for declaratory relief, whether
incurred at the trial or appellate level, in an arbitration proceeding or
otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary proceeding,
contested matter or motion brought by Bank or any other person) relating to
Borrower or any other person or entity.

         (b)      OBLIGATIONS JOINT AND SEVERAL. Should more than one person or
entity sign this Note as a Borrower, the obligations of each such Borrower shall
be joint and several.

         (c)      GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of California.

         (d)      SUPERSEDED NOTE. This Note replaces and supersedes in its
entirety that certain Revolving Line of Credit Note executed by Borrower in
favor of Bank dated March __, 2001 in the original principal amount of
$33,750,000.00.





         IN WITNESS WHEREOF, the undersigned has executed this Note as of the
date first written above.

MOTORCAR PARTS & ACCESSORIES, INC.


By:
   -----------------------------------------------------------
     Anthony P. Souza
     President and Chief Executive Officer


By:
   -----------------------------------------------------------
     Charles W. Yeagley
     Chief Financial Officer