BUSINESS LOAN AGREEMENT


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        Principal       Loan Date       Maturity        Loan No.        Initials
      $250,000.00         9/8/99         3-8-00           105
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References  in the shaded  area are for  Lender's  use only and do not limit the
applicability of this document to any particular loan or item.
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Borrower:    ACE Motor Company             Lender:    AutoPrime, Inc.
             d/b/a Circus Motors                      2740 N. Dallas Parkway
             2740 North Dallas Parkway                Suite 100
             Suite 110                                Plano, TX 75093
             Plano, TX 75093

THIS  BUSINESS LOAN  AGREEMENT  between ACE Motor  Company,  d/b/a Circus Motors
("Borrower")  and  AutoPrime,  Inc.  ("Lender")  is  made  and  executed  on the
following  terms and  conditions.  All such loans and financial  accommodations,
together  with all future  loans and  financial  accommodations  from  Lender to
Borrower,  are  referred  to in this  Agreement  individually  as the "Loan" and
collectively  as the  "Loans."  Borrower  understands  and  agrees  that  (a) in
granting,  renewing,  or extending any Loan,  Lender is relying upon  Borrower's
representations, warranties, and agreements, as set forth in this Agreement; (b)
the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender's sole judgment and  discretion;  and (c) all such Loans shall
be and shall  remain  subject  to the  following  terms and  conditions  of this
Agreement.

TERM:  This  Agreement  shall be effective  as of  September 8, 1999,  and shall
continue  thereafter  until all  indebtedness  of  Borrower  to Lender  has been
performed in full and the parties terminate this Agreement in writing.

CONDITIONS  PRECEDENT TO EACH ADVANCE.  Lender's  obligation to make the initial
Loan Advance and each  subsequent  Loan Advance  under this  Agreement  shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set
forth in this Agreement and in the Related Documents.

          Loan Documents.  Borrower shall provide to Lender in form satisfactory
          to Lender the following  documents for the Loan: (a) the Note, (b) the
          Security  Agreements  granting  to Lender  security  interests  in the
          Collateral,  (c) Financing  Statements  perfecting  Lender's  Security
          Interests,  (d) evidence of insurance as required  below;  and (e) any
          other  documents  required  under this  Agreement  or by Lender or its
          counsel,   including  without   limitation  any  assignments  of  life
          insurance described below and any guaranties described below.

          Borrower's  Authorization.  Borrower  shall have  provided in form and
          substance satisfactory to Lender properly certified resolutions,  duly
          authorizing the execution and delivery of this Agreement, the Note and
          the Related Documents,



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          and such other  authorizations  and other documents and instruments as
          Lender or its counsel, in their sole discretion, may require.

          Payment of Fees and Expenses.  Borrower  shall have paid to Lender all
          *fees,  charges,  and other expenses which are then due and payable as
          specified in this Agreement or any Related Document.

          Representations and Warranties. The representations and warranties set
          forth in this Agreement, in the Related Documents, and in any document
          or  certificate  delivered to Lender under this Agreement are true and
          correct.

          No Event of Default.  There shall not exist at the time of any advance
          a condition  which  would  constitute  an Event of Default  under this
          Agreement.

REPRESENTATIONS  AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the  date of this  Agreement,  as of the  date of each  disbursement  of Loan
proceeds, as of the date of any renewal,  extension or modification of any Loan,
and at all times any indebtedness exists:

          Organization.  Borrower  is a  corporation  which  is duly  organized,
          validly existing,  and in good standing under the laws of the State of
          Texas and validly existing and in good standing in all states in which
          Borrower is doing business.  Borrower has the full power and authority
          to own its  properties  and to transact the  businesses in Which it is
          presently  engaged or presently  proposes to engage.  Borrower also is
          duly qualified as a foreign partnership and is in good standing in all
          states  in which the  failure  to so  qualify  would  have a  material
          adverse effect on its businesses or financial condition.

          Authorization.  The  execution,  delivery,  and  performance  of  this
          Agreement  by  Borrower,  to the extent to be  executed,  delivered or
          performed  by Borrower,  have been duly  authorized  by all  necessary
          action by  Borrower;  do not  require  the  consent or approval of any
          other person,  regulatory  authority or governmental  body; and do not
          conflict with, result in a violation of, or constitute a default under
          (a) any provision of the  partnership  agreement,  or any agreement or
          other  instrument  binding upon Borrower or (b) any law,  governmental
          regulation, court decree, or order applicable to Borrower.

          Financial  Information.  Each financial statement of Borrower supplied
          to  Lender  truly  and  completely   disclosed   Borrower's  financial
          condition  as of the  date of the  statement,  and  there  has been no
          material adverse change in Borrower's  financial condition  subsequent
          to the date of the most recent financial statement supplied to Lender.
          Borrower has no material contingent obligations except as disclosed in
          such financial statements.



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          Legal  Effect.  This  Agreement  constitutes,  and any  instrument  or
          agreement  required  hereunder to be given by Borrower when  delivered
          will  constitute,  legal,  valid and binding  obligations  of Borrower
          enforceable  against  Borrower  in  accordance  with their  respective
          terms.

          Properties.  Except as contemplated by this Agreement or as previously
          disclosed in Borrower's  financial  statements or in writing to Lender
          and as accepted by Lender, and except for property tax liens for taxes
          not presently due and payable, Borrower owns and has good title to all
          of  Borrower's  properties  free and clear of all  liens and  security
          interests,  and has not executed  any security  documents or financing
          statements relating to such properties.  All of Borrower's  properties
          are titled in  Borrower's  legal name,  and Borrower has not used,  or
          filed a  financial  statement  under,  any other name for at least the
          last five (5) years.

          Hazardous  Substances.  Except as disclosed  to Lender in writing,  no
          property  of Borrower  ever has been,  or ever will be so long as this
          Agreement  remains in effect,  used for the  generation,  manufacture,
          storage,  treatment,  disposal,  release or threatened  release of any
          hazardous  waste or  substance,  as those  terms  are  defined  in the
          "CERCLA"  "SARA,"  applicable  state or Federal laws,  or  regulations
          adopted  pursuant to any of the  foregoing.  The  representations  and
          warranties  contained  herein are based on Borrower's due diligence in
          investigating   the  properties  for  hazardous  waste  and  hazardous
          substances.  Borrower hereby (a) releases and waives any future claims
          against  Lender for indemnity of  contribution  in the event  Borrower
          becomes  liable for cleanup or other costs under any such law, and (b)
          agrees to  indemnify  and hold  harmless  Lender  against  any and all
          claims and losses  resulting  from a breach of this  provision of this
          Agreement.  This  obligation to indemnify shall survive the payment of
          the indebtedness and the satisfaction of this Agreement.

          Commercial Purposes.  Borrower intends to use the Loan proceeds solely
          for business or commercial related purposes.

AFFIRMATIVE COVENANTS.  Borrower covenants  and agrees with  Lender that,  while
this Agreement is in effect, Borrower will:

          Litigation.  Promptly  inform  Lender in writing  of (a) all  material
          adverse  changes  in  Borrower's  financial  condition,  and  (b)  all
          existing   and   threatened   litigation,    claims,   investigations,
          administrative  proceedings or similar actions  affecting  Borrower or
          any guarantor of the Loan which could materially  affect the financial
          condition of Borrower or the financial condition of the Loan.

          Financial  Records.  Maintain its books and records in accordance with
          accounting  principles  acceptable to Lender,  applied on a consistent
          basis and permit  Lender to  examine  and audit  Borrower's  books and
          records at all reasonable times.



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Additional  Information.  Furnish such  additional  information  and statements,
lists of assets and liabilities,  agings of receivables and payables,  inventory
schedules,  budgets,  forecasts,  tax returns, and other reports with respect to
Borrower's financial condition and business operations a Lender may request from
time to time.

Guaranties.  Prior  to  disbursement  of any  Loan  proceeds,  furnish  executed
guaranties  of the Loans in favor of Lender,  executed by the  guarantors  named
below,  on Lender's forms,  and in the amounts and under the conditions  spelled
out in those guaranties.

          Guarantors
          ----------
          AutoCorp Equities, Inc.
          Lenders Auto Resale Center of Texas, Inc.

Loan  Proceeds.  Use all Loan proceeds  solely for the following  solely for the
following specific purposes: Funds to be used for the purchase of vehicles.

Performance.  Perform and comply with all terms, conditions,  and provisions set
forth in this  Agreement and in the Related  Documents in a timely  manner,  and
promptly  notify Lender if Borrower  learns of the occurrence of any event which
constitutes  an Event of  Default  under  this  Agreement  or under.  any of the
Related Documents.

Operations.  Maintain executive and management  personnel with substantially the
same  qualifications  and  experience as the present  executive  and  management
personnel;  provide  written  notice to Lender of any  change in  executive  and
management  personnel;  conduct its business affairs in a reasonable and prudent
manner and in compliance with all applicable federal,  state and municipal laws,
ordinances,   rules  and  regulations   respecting  its  properties,   charters,
businesses and operations,  including  without  limitation,  compliance with the
Americans With Disabilities Act and with all minimum funding standards and other
requirements of ERISA and other laws applicable to Borrower's  employee  benefit
plans.

Inspection.  Permit  employees  or agents of  Lender at any  reasonable  time to
inspect  any and all  Collateral  for the Loan or  Loans  and  Borrower's  other
properties and to examine or audit Borrower's books,  accounts,  and records and
to make copies and  memoranda of Borrower's  books,  accounts,  and records.  If
Borrower now or at any time hereafter  maintains any records  (including without
limitation  computer  generated  records and computer  software programs for the
generation of such records) in the possession of a third party,  Borrower,  upon
request of Lender,  shall notify such party to permit Lender free access to such
records at all reasonable times and to provide Lender with copies of any records
it may request, all at Borrower's expense.



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RECOVERY OF  ADDITIONAL  COSTS.  If the  imposition of or any change in any law,
rule,  regulation or guideline,  or the  interpretation  or  application  of any
thereof by any court or administrative or governmental  authority (including any
request or policy not  having  the force of law)  shall  impose,  modify or make
applicable any taxes (except U.S.  federal,  state, or local income or franchise
taxes imposed on Lender), reserve requirements, capital adequacy requirements or
other  obligations  which would (a) increase the cost to Lender for extending or
maintaining the credit  facilities to which this Agreement  relates,  (b) reduce
the amounts payable to Lender under this Agreement or any related documents,  or
(c) reduce the rate of return on Lender's  capital as a consequence  of Lender's
obligations  with  respect to the  credit  facilities  to which  this  Agreement
relates,  then  Borrower  agrees to pay Lender such  additional  amounts as will
compensate  Lender therefor,  within five (5) days after Lender's written demand
for such payment,  which demand shall be  accompanied  by an explanation of such
imposition or charge and a calculation  in reasonable  detail of the  additional
amounts  payable  by  Borrower  which  explanation  and  calculations  shall  be
conclusive in the absence of manifest error.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

          Indebtedness  and Liens.  (a) Except  for trade debt  incurred  in the
          normal course of business and  indebtedness to Lender  contemplated by
          this  Agreement,  create,  incur or assume  indebtedness  for borrowed
          money,  including capital leases, (b) except as allowed as a Permitted
          Lien, self transfer, mortgage, assign, pledge, lease, grant a security
          interest in, or encumber any of  Borrower's  assets,  or (c) sell with
          recourse any of Borrower's accounts, except to Lender,

          Continuity  of  Operations.  (a)  Engage  in any  business  activities
          substantially  different  than those in which  Borrower  is  presently
          engaged, (b) cease operations,  liquidate, merge, transfer, acquire or
          consolidate with any other entity, change ownership,  change its name,
          dissolve or transfer or sell  Collateral out of the ordinary course of
          business,  or (c) make any  distribution  with  respect to any capital
          account, whether by reduction of capital or otherwise.

          Loans,  Acquisitions  and Guaranties.  (a) Loan,  invest in or advance
          money or assets,  (b) purchase,  create or acquire any interest in any
          other  enterprise or entity,  or (c) incur any obligation as surety or
          guarantor other than in the ordinary course of business.

 CESSATION OF ADVANCES.  If Lender has made any  commitment  to make any Loan to
 Borrower,  whether under this  Agreement or under any other  agreement,  Lender
 shall have no  obligation to make Loan advances or to disburse Loan proceeds if
 (a) Borrower or any Guarantor is in default under the terms of the Agreement or
 any other  agreement  that  Borrower  or any  guarantor  has with  Lender;  (b)
 Borrower or any Guarantor becomes insolvent,  files a petition in bankruptcy or
 similar  proceedings,  or is adjudged a bankrupt;  (c) there  occurs a material
 adverse change in Borrower's financial condition, in the



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financial condition of any guarantor, or in the value of any collateral securing
any Loan; (d) any guarantor seeks, claims or otherwise attempts to limit, modify
or revoke such  guarantor's  guaranty of the Loan or any other loan with Lender;
or (e) Lender in good  faith  deems  itself  insecure,  even  though no Event of
Default shall have occurred.

Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the  indebtedness  against any and all funds held by
Lender or owed to Borrower for any reason.

EVENTS OF DEFAULT.  Each of the following  shall  constitute an event of default
("Event of Default") under this Agreement:

          Default on Indebtedness.  Failure of Borrower to make any payment when
          due on the Loans.

          Other Defaults.  Failure of Borrower to comply with or to perform when
          due on any other term, obligation,  covenant or condition contained in
          the Agreement.

          Default in Favor of Third Parties.  Should Borrower  default under any
          loan,  extension  of  credit,  security  agreement,  purchase  or sale
          agreement,  or any other agreement,  in favor of any other creditor or
          person  that may  materially  affect  any of  Borrower's  property  or
          Borrower's   ability  to  repay  the  Loans  or   perform   Borrower's
          obligations under this Agreement or any related documents.

          False  Statements.  Any warranty,  representation or statement made or
          furnished to Lender by or on behalf of Borrower is false or misleading
          in any  material  respect  at the time made or  furnished,  or becomes
          false or misleading at any time thereafter.

          Death or  Insolvency.  The  dissolution  or  termination of Borrower's
          existence  as a  going  business,  the  insolvency  of  Borrower,  the
          appointment  of a receiver for any, part of Borrower's  property,  any
          assignment for the benefit of creditors,  any type of credit  workout,
          or  the  commencement  of  any  proceeding  under  any  bankruptcy  or
          insolvency laws by or against Borrower.

          Creditor or Forfeiture  Proceedings.  Commencement  of  foreclosure or
          forfeiture  proceedings,  whether by  judicial  proceeding,  self-help
          repossession  or any other  method,  by any creditor of Borrower,  any
          creditor of any grantor of  collateral  for the loan.  This includes a
          garnishment attachment.

          Events  Affecting  Guarantor.  Any of the preceding events occurs with
          respect to any Guarantor of any of the indebtedness;  or any Guarantor
          revokes or disputes the validity of, or liability  under, any Guaranty
          of the indebtedness.



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          Adverse  Change.  A  material  adverse  change  occurs  in  Borrower's
          financial  condition,  or Lender  believes  the  prospect  of  payment
          performance of the indebtedness is impaired.

          Insecurity. Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations  of Lender  under this  Agreement  immediately  will  terminate
(including  any  obligation  to make Loan  Advances or  disbursements),  and, at
Lender's option, all indebtedness  immediately will become due and payable,  all
without  notice of any kind to Borrower,  except that in the case of an Event of
Default  of the  type  described  in the  "Insolvency"  subsection  above,  such
acceleration shall be automatic and not optional. In addition, Lender shall have
all the rights and  remedies  provided in the Related  Documents or available at
law, in equity or otherwise.  Except as may be prohibited by applicable law, all
of  Lender's  rights  and  remedies  shall be  cumulative  and may be  exercised
singularly  or  concurrently.  Election by Lender to pursue any remedy shall not
exclude  pursuit of any other remedy,  and an election to make  expenditures  or
take action to perform an  obligation  of  Borrower or of any Grantor  shall not
affect  Lender's  right to  declare a default  and to  exercise  its  rights and
remedies.

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT, AND BORROWER AGREES TO ITS TERMS.

 BORROWER:

 ACE Motor Company



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






 LENDER:

 AutoPrime, Inc.




By:  /s/ Illegible
     ------------------------
     Title






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