PROMISSORY NOTE

 $1,345,185.09                                                    April 16, 1999


          FOR VALUE RECEIVED, the undersigned, AutoCorp Equities,  Inc., a Texas
corporation  ("Make "), hereby  unconditionally  promises to pay to the order of
AutoPrime,  Inc., a Delaware corporation ("Payee"), at 200 Crescent Court, Suite
1900, Dallas, Texas 75201, or such other address in Dallas County, Texas, as the
holder hereof may, from time to time, designate in writing, the principal sum of
One million,  three hundred forty five thousand, one hundred eighty five dollars
and nine cents ($1,345,185.09), in lawful money of the United States of America,
together  with  interest  on  the  unpaid  principal   balance  from  day-to-day
remaining,  computed from the date of advance until maturity at a rate per annum
equal to nine per cent (9%) (the "Fixed Rate").

          For purposes of calculating interest accrued hereon at the Fixed Rate,
interest  on this  Note  shall be  calculated  on the basis of the  actual  days
elapsed over a 360-day year.

          The  principal  amount of this Note and the  accrued  interest on this
 Note shall be due and  payable on the dates and in the manner  hereinafter  set
 forth:

               (a) interest, as it accrues, shall be due and payable monthly, in
          arrears,  on the first day of each month,  commencing on June 1, 1999,
          and  continuing  regularly  thereafter,  on  the  first  day  of  each
          succeeding  calendar  month,  until  such  time as the full  principal
          balance,  together with all other amounts owing hereunder,  shall have
          been paid in full;

               (b) principal  payments in the amount of $50,000.00  shall be due
          and payable monthly on the first day of each month, commencing on June
          1, 1999, and continuing  thereafter until and including April 1, 2000;
          and

               (c) on May 1, 2000, a final  payment  shall be due and payable in
          an amount equal to the entire unpaid principal balance,  together with
          all  accrued  and  unpaid  interest  and any  all  other  amounts  due
          hereunder.

           In addition to the foregoing  required monthly payments,  Maker shall
pay to the  Payee a late  charge of five  percent  (5%) of any  monthly  payment
required to be made hereunder which is not received by the Payee within ten (10)
days after it becomes due.

           At the  option  of  Payee  or the  holder  hereof,  this  Note may be
credited  with an amount  equal to the agreed value of retail  installment  sale
contracts,  secured by first priority liens on automobile and light duty trucks,
assigned by Maker to Payee or such holder.

           Should the  principal  of, or any  installment  of the  principal  or
interest upon, this Note become due and payable on any day other than a business
day, the maturity thereof shall be extended to the next succeeding  business day
and interest shall be payable with respect to such


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extension.  All payments of  principal  of and interest  upon this Note shall be
made by Maker to Payee in immediately available funds; provided, that receipt of
a check shall not  constitute  payment  until such check has been  honored  when
presented  for  payment.  Payments  made to Payee by  Maker  hereunder  shall be
applied first to accrued interest and then to principal.

          After an Event of Default  all past due  principal  and, to the extent
permitted by applicable law,  interest upon this Note shall bear interest at the
Maximum Rate (as hereinafter defined).

          The term "Maximum  Rate," as used herein, shall mean,  with respect to
the holder hereof,  the maximum  nonusurious  interest rate, if any, that at any
time, or from time to time, may be contracted for, taken, reserved,  charged, or
received  on the  indebtedness  evidenced  by this Note under the laws which are
presently in effect of the United  States and the State of Texas  applicable  to
such holder and such indebtedness or, to the extent permitted by applicable law,
under such applicable laws of the United States and the State of Texas which may
hereafter  be in effect and which allow a higher  maximum  nonusurious  interest
rate than applicable laws now allow.

          Maker and each surety, endorser, guarantor and other party ever liable
for payment of any sums of money  payable on this Note,  jointly  and  severally
waive  demand  for  payment,   presentment,   protest,  notice  of  protest  and
non-payment, or other notice of default, notice of acceleration and intention to
accelerate, and agree that their liability under this Note shall not be affected
by  any  renewal  or  extension  in  the  time  of  payment  hereof,  or by  any
indulgences, or by any release or change in any security for the payment of this
Note,  and hereby  consent  to any and all  renewals,  extensions,  indulgences,
releases  or changes,  regardless  of the number of such  renewals,  extensions,
indulgences, releases or changes.

          No waiver by Payee of any of its rights or remedies hereunder or under
 any other  document  evidencing  or securing  this Note or  otherwise  shall be
 considered a waiver of any other  subsequent right or remedy of Payee; no delay
 or omission in the exercise or  enforcement  by Payee of any rights or remedies
 shall  ever be  construed  as a waiver of any right or remedy of Payee;  and no
 exercise or  enforcement  of any such rights or remedies  shall ever be held to
 exhaust any right or remedy of Payee.

           An "Event of Default" shall exist hereunder if any one or more of the
following events shall occur and be continuing:

               (a) Maker shall fail or refuse to pay when due any  principal of,
          or interest upon, this Note;

               (b) any  statement,  representation  or warranty made by Maker to
          Payee shall prove to be untrue or inaccurate  in any material  respect
          when made;

               (c)  default  shall  occur  in  the  performance  of  any  of the
          covenants or agreements of Maker contained herein or in any instrument
          securing  this Note or any other  document  executed or  delivered  to
          Payee in connection herewith and such default



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<PAGE>




          shall continue  uncured to the reasonable  satisfaction of Payee for a
          period of fifteen (15) days after written notice thereof from Payee to
          Maker;

               (d) Maker or any guarantor of this Note (a "Guarantor") shall (i)
          apply  for or  consent  to the  appointment  of a  receiver,  trustee,
          custodian,  intervenor or liquidator of the Maker or such Guarantor or
          of all or a  substantial  part  of the  assets  of the  Maker  or such
          Guarantor,  (ii) file a  voluntary  petition in  bankruptcy,  admit in
          writing that the Maker or such Guarantor is unable to pay the debts of
          the Maker or such  Guarantor as they become due or  generally  not pay
          such debts as they become due, (iii) make a general assignment for the
          benefit  of  creditors,   (iv)  file  a  petition  or  answer  seeking
          reorganization  or an arrangement  with creditors or to take advantage
          of any bankruptcy or insolvency laws, (v) file an answer admitting the
          material  allegations  of, or consent to, or default in  answering,  a
          petition filed against the Maker or such Guarantor in any  bankruptcy,
          reorganization or insolvency proceeding, or (vi) take corporate action
          for the purpose of effecting any of the foregoing;

               (e) An involuntary  petition or complaint  shall be filed against
          Maker or any Guarantor  seeking  bankruptcy or  reorganization  of the
          Maker or such Guarantor or the  appointment of a receiver,  custodian,
          trustee,  intervenor or liquidator of the Maker or such Guarantor,  or
          of all  or  substantially  all of the  assets  of the  Maker  or  such
          Guarantor,  and  such  petition  or  complaint  shall  not  have  been
          dismissed within forty-five (45) days after the filing thereof,  or an
          order,  order for relief,  judgment or decree  shall be entered by any
          court of competent jurisdiction or other competent authority approving
          a petition or complaint  seeking  reorganization  of the Maker or such
          Guarantor or appointing a receiver,  custodian, trustee, intervenor or
          liquidator of the Maker or such Guarantor,  or of all or substantially
          all of the assets of the Maker or such Guarantor;

               (f) the  failure  of Maker or any  Guarantor  to have  discharged
          within a period of ten (10) days after the  commencement  thereof  any
          attachment, sequestration, execution or similar proceeding against any
          portion of the  property  covered by the Stock Pledge  Agreement,  the
          Deed of Trust, the Assignment or any portion of the property  securing
          the Guarantee or the Personal Guarantee; and

               (g) Payee's liens,  mortgages or security interests in any of the
          collateral for this Note should become  unenforceable,  or cease to be
          at least second priority liens, mortgages or security interests.

         Upon the  occurrence of any Event of Default or other default under any
other  agreement or instrument  securing or assuring the payment of this Note or
executed in connection herewith,  the holder hereof may, at its option,  declare
the entire unpaid  balance of principal and accrued  interest on this Note to be
immediately  due and payable,  and  foreclose  all liens and security  interests
securing  payment  hereof  or any  part  hereof,  provided,  however,  upon  the
occurrence of any of the Events of Default  described in items (d) or (e) above,
the entire  unpaid  balance of  principal  and accrued  interest  upon this Note
shall,  without any action by Payee,  immediately become due and payable without
demand for payment, presentment, protest, notice of protest and




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<PAGE>



non-payment, or other notice of default, notice of acceleration and intention to
accelerate or any other notice, all of which are expressly waived by Maker.

          Notwithstanding anything contained in this Note to the contrary, Payee
shall never be deemed to have contracted for or be entitled to receive,  collect
or apply as interest on this Note, any amount in excess of the amount  permitted
and  calculated  at the Maximum  Rate,  and,  in the event Payee ever  receives,
collects or applies as interest any amount in excess of the amount permitted and
calculated  at the Maximum Rate,  such amount which would be excessive  interest
shall be applied to the reduction of the unpaid principal  balance of this Note,
and, if the principal balance of this Note is paid in full, any remaining excess
shall  forthwith be paid to Maker.  In  determining  whether or not the interest
paid or payable under any specific  contingency  exceeds the Maximum Rate, Maker
and Payee shall,  to the maximum  extent  permitted  under  applicable  law, (i)
characterize any non-principal  payment (other than payments which are expressly
designated  as interest  payments  hereunder)  as an  expense,  fee, or premium,
rather than as  interest,  (ii)  exclude  voluntary  prepayments  and the effect
thereof,  and (iii)  spread the total amount of interest  throughout  the entire
contemplated term of this Note.

          This Note is being  executed  and  delivered,  and is  intended  to be
performed  in the State of  Texas.  Except  to the  extent  that the laws of the
United States may apply to the terms hereof,  the substantive  laws of the State
of Texas shall govern the validity, construction, enforcement and interpretation
of this  Note.  In the  event of a  dispute  involving  this  Note or any  other
instruments executed in connection herewith, the undersigned  irrevocably agrees
that venue for such dispute shall lie in any court of competent  jurisdiction in
Dallas County, Texas.

          If this Note is placed in the hands of an attorney for collection,  or
 if it is  collected  through  any legal  proceedings  at law or in equity or in
 bankruptcy,  receivership or other court proceedings, Maker promises to pay all
 costs and expenses of collection including, but not limited to, court costs and
 the reasonable attorneys' fees of the holder hereof.

          THIS WRITTEN  AGREEMENT  REPRESENTS  THE FINAL  AGREEMENT  BETWEEN THE

PARTIES  RELATING TO THE SUBJECT MATTER THEREOF AND MAY NOT BE  CONTRADICTED  BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN  ORAL  AGREEMENTS  BETWEEN THE PARTIES.  NEITHER PARTY IS
RELYING ON ANY STATEMENT,  COVENANT OR  REPRESENTATION OF THE OTHER PARTY EXCEPT
AS EXPRESSLY SET FORTH IN THIS WRITTEN AGREEMENT.







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<PAGE>




Effective as of the day and year first above written.

                                            AutoCorp Equities, Inc.




                                            By:      /s/  Charles Norman
                                                     -------------------------
                                            Name      Charles Norman
                                                     -------------------------
                                            Title:   President
                                                     -------------------------










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