AMENDMENT TO UNCONDITIONAL TENDER OF AUTOCORP

                           PREFERRED AND COMMON STOCK

         This Amendment to Unconditional Tender of AutoCorp Preferred and Common
Stock  (the  "Amendment")  is made  and  entered  into by and  between  AutoCorp
Equities,  Inc.  ("AutoCorp")  and  AutoPrime,  Inc.  ("AutoPrime"),   effective
December 31, 1999.

                                    RECITALS:
                                    ---------


A.   As a part of the  "Transaction"  described in a certain "Master  Agreement"
     dated  December 30,  1998,  to which  reference  is hereby made,  AutoPrime
     released AutoCorp from $1,787,709.11 of "repurchase obligation".

B.   As a part of the same Master  Agreement,  AutoPrime  released AutoCorp from
     $2,000,000.00  of  additional  "repurchase  obligations"  owed by  Consumer
     Investment Company ("CIC") and Lenders Liability Company,  Inc. ("LLCI") to
     AutoPrime and guaranteed by AutoCorp.

C.   As  an  adjunct  to  the  Transaction,  AutoPrime  released  AutoCorp  from
     $125,000.00 of principal  indebtedness and $137,044 of accrued interest due
     to  AutoPrime  on a  certain  $3,000,000.00  promissory  note  executed  by
     AutoCorp,  CIC and LLCI  (defined in paragraph 3, of the Master  Agreement)
     and dated effective October 31, 1997.

D.   In  consideration of the foregoing,  AutoCorp made an unconditional  tender
     (the  "Tender")  to  AutoPrime  of  the  following   shares  of  AutoCorp's
     authorized  Series  A  Preferred  and  Common  Stock   (collectively,   the
     "Shares"):

          (a)  1,787,709 shares of Series A Preferred Stock (re: Recital A).

          (b)  1,290,776 shares of Series A Preferred Stock and 1,091,113 shares
               of Common Stock (re: Recital B).

          (c)  262,044 shares of Series A Preferred Stock (re: Recital C).

E.   The foregoing were  memorialized  in that certain  Unconditional  Tender of
     AutoCorp  Preferred  and Common  Stock  effective  December  30,  1998 (the
     "Unconditional Tender").



                       AMENDMENT TO UNCONDITIONAL TENDER:
                       ----------------------------------

           In  consideration  of the  premises,  and the mutual  agreements  and
  covenants of the parties hereto, the parties agree as follows:






AMENDMENT TO UNCONDITIONAL TENDER                                         Page 1


<PAGE>




1.      AutoPrime  shall accept the Tender of all the Shares if AutoPrime  shall
have received approvals, satisfactory to AutoPrime's counsel, from the Office of
Thrift  Supervision  and/or all other  governmental  regulatory  agencies having
authority over and supervision of entities (like AutoPrime) which are controlled
by  regulated  financial  institutions,  with  respect to the  ownership by such
entities  of  securities   issued  by  public  or  private   corporations   (the
"Approval").

2.      Neither AutoPrime, nor its designee, may accept tender of all or part of
the Shares  until such  time,  as (i) the  Approval  is  received,  or (ii) such
Approval is not legally  required,  or (iii) AutoPrime,  in its sole discretion,
may designate.

3.      If, by January 1, 2001,  AutoPrime  has not  accepted any part or all of
the Shares, or if AutoCorp,  upon AutoPrime's acceptance of the tender, fails or
refuses  to issue  and  deliver  any part or all of the  tendered  Shares,  then
AutoPrime's  release of AutoCorp  debt  (described in Recitals A, B and C above)
shall be  rescinded by AutoPrime to the extent (pro rata by number of shares and
by category) that tendered Shares are not timely  received by AutoPrime.  All of
such unreleased debt shall, upon written demand by AutoPrime to AutoCorp, become
immediately due and payable,  along with interest  thereon at the rate of 8% per
annum from December 31, 1998, until paid in full.

4.      Except as amended by this  Amendment,  the  Unconditional  Tender  shall
continue unchanged and shall remain in full force and effect.

        Executed effective December 31, 1999.


                AUTOCORP EQUITIES, INC.



                By:  /s/ Charles Norman
                     -------------------
                         Charles Norman,
                         President




                AUTOPRIME, INC.



                By:  /s/ Robert A. Baker
                     -------------------
                         Robert A. Baker,
                         President








AMENDMENT TO UNCONDITIONAL TENDER                                         Page 2