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                                                                   EXHIBIT 10.21


                                 PROMISSORY NOTE


$50,000,000                                                       August 1, 1997


                  FOR VALUE RECEIVED, the undersigned, WFS FINANCIAL INC, a
California corporation (the "Maker"), promises to pay to the order of WESTERN
FINANCIAL BANK, F.S.B., a federal Bank (the "Bank"), the principal sum of FIFTY
MILLION DOLLARS ($50,000,000) (the "Principal") on or before July 31, 2007.

                  Interest on Principal. The Principal shall bear interest at a
fixed rate per annum of nine and forty-two hundredths percent (9 42/100%) (the
"Rate of Interest"). Such interest shall be payable quarterly in arrears, on the
last day of January, April, July and October of each year commencing on October
31, 1997; provided, however, that in the event any such payment date is not a
business day, then on the next business day thereafter (and such extension of
time shall be excluded in the computation of interest). All interest payable
pursuant to this Section 2 and Section 8 hereof (i) is hereinafter collectively
referred to as "Interest", and (ii) shall be calculated on the basis of 30 day
months on the basis of a year of 360 days.

                  Scheduled Payments of Principal. Subject to the acceleration
provisions of Section 5 hereof, the Principal shall be payable in two equal
annual installments of $25,000,000 commencing on July 31, 2001.

                  Payments. The Principal, Interest and "Costs" (as defined
herein) are collectively referred to herein as the "Obligations". All payments
of the Obligations shall be payable in lawful money of the United States of
America at:

                            16485 Laguna Canyon Road
                            Irvine, California 92618

or wherever otherwise designated in writing from time to time by the holder of
this Note. All payments made under this Note shall be credited first to Costs
(to the extent such Costs have not been paid in accordance with Section 5
hereof), then to Interest to the extent accrued and unpaid, and then to
Principal. All payments by the Maker under this Note (i) shall be made without
setoff or counterclaim, and (ii) shall be made under all circumstances,
irrespective of any restrictions then existing in any jurisdiction and without
requiring the fulfillment of any formality.

                  Costs. The Maker shall pay to the Bank all Costs incurred by
the Bank as and when so incurred. "Costs" shall mean all costs and expenses
incurred by or on behalf of the Bank (including, without limitation, all
reasonable attorneys' fees and expenses) in connection with the collection and
enforcement of this Note.

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                  Acceleration.

                  5.1 As used herein, the term "Event of Default" shall mean the
         occurrence of any of the following events:

                                    A default in the payment when due and in the
                  manner prescribed herein of any installment of Principal or
                  Interest and such default shall not be cured within seven (7)
                  business days after the Bank has given written notice to the
                  Maker of such default.

                                    The failure, refusal or neglect of the Maker
                  to observe or perform for any reason any of the covenants,
                  conditions, agreements or provisions contained in this Note
                  (other than the payment of any Obligation of which the failure
                  to pay constitutes an Event of Default described in clause (i)
                  immediately above) and such failure, refusal or neglect shall
                  not be cured within forty-five (45) days after the Bank has
                  given written notice to the Maker of such failure, refusal or
                  neglect.

                                    Any representation or warranty made by the
                  Maker in this Note shall prove to have been false or
                  misleading in any material respect.

                                    The Maker shall be dissolved or shall
                  sustain the loss, cancellation or forfeiture of its legal
                  status or good standing by reason of any judicial,
                  extra-judicial or administrative proceedings or otherwise, or
                  shall (a) apply for or consent to the appointment of a
                  receiver, trustee or liquidator of the Maker or of all or a
                  substantial part of the Maker's assets; (b) be unable to, or
                  admit in writing its inability to, pay its debts as they
                  mature; (c) make a general assignment for the benefit of
                  creditors; (d) be adjudicated a bankrupt or insolvent; (e)
                  file a voluntary petition in bankruptcy or a petition or an
                  answer seeking reorganization or an arrangement for the
                  benefit of creditors or take advantage of any insolvency law
                  in its capacity as a debtor; (f) interpose an answer admitting
                  the material allegations of the petition filed against the
                  Maker in any bankruptcy, reorganization or insolvency
                  proceedings; (g) take any action which would have the effect
                  of dissolving the Maker; or (h) take any action for the
                  purpose of effecting any of the foregoing.

                                    Any (a) involuntary petition is filed
                  against the Maker seeking to subject it to any bankruptcy,
                  insolvency or similar laws and such petition shall remain
                  unstayed or not be withdrawn for a period of forty-five (45)
                  days; or (ii) order, judgment or decree shall be entered
                  against the Maker by any court of competent jurisdiction
                  approving a petition seeking its reorganization or appointment
                  of a receiver, trustee or liquidator of the Maker or of all or
                  a substantial part of its assets and such order, judgment or
                  decree shall continue and stay in effect for a period of
                  forty-five (45) days.

                  5.2 Upon the occurrence of an Event of Default, the Bank may
         declare all of the Obligations to be forthwith due and payable,
         whereupon all such Obligations shall become immediately due and payable
         without presentment, demand or notice of any kind to the Maker;
         provided, however, that such acceleration shall be automatic upon the
         occurrence of an Event of Default specified in clauses (iv) or (v) of
         Section 5.1 hereof, and no declaration or other act of the Bank shall
         be necessary to effect such acceleration.

                  Waiver of Notice. The Maker hereby waives diligence, demand,
protest, presentment for payment and notice of protest, dishonor and non-payment
of and formalities of any kind relative to this Note and agrees that the time of
payment hereunder may be extended by the Bank or this Note renewed by the Bank,
without notice and without releasing the Maker. The right to plead any and all
statutes of limitations as a defense to this Note is hereby waived to the
fullest extent permitted by law.

                  Overdue Obligations. All Obligations not paid on or before the
applicable due date shall bear interest until paid at the Rate of Interest.

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                  Maximum Rate. No provision of this Note shall be deemed to
establish or require the payment of interest at a rate in excess of the maximum
rate permitted by applicable law. In the event that the interest required to be
paid under this Note exceeds the maximum rate permitted by applicable law, the
interest required to be paid hereunder shall be automatically reduced to the
maximum rate permitted by applicable law. In the event any interest paid exceeds
the then applicable legal rate, the excess of such interest over the maximum
amount of interest permitted to be charged shall automatically be deemed to be
applied to reduce unpaid Costs, if any; then to reduce accrued and unpaid
interest, if any; and then to reduce Principal; the balance of any excess
interest remaining after application of the foregoing, if any, shall be refunded
to the Maker.

                  Governing Law. This Note (i) shall be subject to, construed
and governed by, the laws of the State of California without giving effect to
such state's conflict of law provisions, (ii) shall be binding upon the
successors and assigns of the Maker, and (iii) shall inure to the benefit of the
Bank and its successors and assigns. Notwithstanding the foregoing, the Maker
may not assign its obligations under this Note without the prior written consent
of the Bank.

                  Severability of Provisions. Any provision of this Note which
is invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without invalidating the remaining provisions hereof, and any
such invalidity, illegality or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provisions in any other jurisdiction.

                  Enforceability. By its execution hereof, the Maker represents
and warrants to the Bank that this Note is its valid and binding obligation,
enforceable according to its terms, and agrees to be liable for all Obligations
hereunder.

                  No Waiver. No waiver on the part of the Bank in exercising, or
partial exercise of, any right, power or privilege under this Note shall operate
as a waiver of any privilege or right hereunder of the Bank or preclude any
other further exercise of any right, power or privilege.

         14. Senior Indebtedness. Maker hereby covenants that until this Note is
paid in full, the Maker will not incur any indebtedness which is senior to the
obligations evidenced by this Note, other than (i) indebtedness under that
certain Promissory Note in the amount of $125,000,000 dated as of May 1, 1995,
between the Maker and the Bank; (ii) any indebtedness collateralized or secured
under that certain Revolving Line of Credit Agreement dated as of May 1, 1995,
between the Maker and the Bank; and (iii) other indebtedness for similar types
of warehouse credit.

         IN WITNESS WHEREOF, the Maker has caused this Note to be executed and
delivered by its duly authorized signatory as of the date and year first above
written.

                                       WFS FINANCIAL INC


                                       By:  /s/  JOY SCHAEFER
                                            ------------------------------------
                                            Joy Schaefer


                                       Its: President
                                            ------------------------------------