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                                                                   Exhibit 10.33

                                    TERM NOTE

$9,000,000.00                                            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 Nine Million Dollars and
No/100 ($9,000,000.00), with interest thereon 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 business 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.

REPAYMENT AND PREPAYMENT:

         (a)      REPAYMENT. Borrower shall pay the outstanding principal
balance of this Note at the times set forth in the Credit Agreement. On April
30, 2002, Borrower shall pay all remaining unpaid principal and all accrued and
unpaid interest.

         (b)      MANDATORY PREPAYMENTS. Under certain circumstances, Borrower
is required to make a mandatory prepayment under this Note. Reference is made to
the Credit Agreement (as defined below) for a complete statement of Borrower's
obligations to make prepayments hereunder.

         (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.

         (d)      PREPAYMENT. Borrower may prepay principal on this Note at any
time, in any amount and without penalty.

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.
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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. 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.

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

                                     MOTORCAR PARTS & ACCESSORIES, INC.



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


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