STANDSTILL AGREEMENT

     This Standstill Agreement, dated as of June 30, 2003 (this "Agreement"), is
entered into by and among AutoCorp  Equities,  Inc., a Nevada  corporation  (the
"Company"),  and  the  stockholder  named  on the  signature  page  hereto  (the
"Holder").

                                    RECITALS

     A.  Pursuant to the terms of an  Agreement  and Plan of Merger  dated as of
June 20, 2003 (the "Merger  Agreement"),  PAG Acquisition  Corp., a wholly owned
subsidiary of the Company,  has merged with and into Pacific Auto Group, Inc., a
former  wholly-owned  subsidiary of the Holder. As consideration for the merger,
the Holder has received  100,000,000 shares of common stock, par value $.001 per
share,  of the Company (the  "Common  Stock") and  4,086,856  shares of Series A
Convertible  Preferred  Stock,  par value $.001 per share,  of the Company  (the
"Series A Preferred Stock").

     B. As a condition precedent to the transactions  contemplated by the Merger
Agreement,  the Holder has agreed to the restrictions with respect to securities
of the Company set forth herein,  including any shares of Common Stock or Series
A Preferred Stock  currently owned by the Holder and any other shares  hereafter
acquired by the Holder.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the premises,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties,  intending  to be legally  bound,  hereto  agree as
follows:

     1. Definitions.

          (a)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
     amended.

          (b) "Person" means any natural person, corporation,  limited liability
     company, general partnership,  limited partnership,  proprietorship,  other
     business organization, trust, association or other entity.

          (c) "Securities Act" means the Securities Act of 1933, as amended.

          (d) "Voting  Securities" means the Common Stock and any other security
     of the Company  entitled to vote  generally  for the election of directors,
     and any security,  warrant or other right  convertible into, or exercisable
     or exchangeable for, any Common Stock or any such other security.

     2. Holder Commitments.

          (a) For a period of one year  from the date  hereof  or,  if  earlier,
     until such time as the Holder beneficially owns less than 4.9% of the total
     outstanding  Voting Securities (as calculated  pursuant to Rule 13d-3 under
     the Exchange Act),  without the prior written  consent of the Company,  the
     Holder shall not, directly or indirectly, sell or


                                      1

<PAGE>

     transfer  more than 1% of the total  outstanding  Voting  Securities to any
     Person or "group"  (within the meaning of Section  13(d)(3) of the Exchange
     Act), or sell or transfer any Voting Securities to any such Person or group
     who or  which,  after the  consummation  of such  sale or  transfer,  would
     beneficially own more than 4.9% of the total outstanding  Voting Securities
     (as  calculated  pursuant to Rule 13d-3  under the  Exchange  Act),  except
     pursuant to:

                    (i) any  merger or  consolidation  in which the  Company  is
               acquired, or any plan of liquidation of the Company;

                    (ii) a tender  or  exchange  offer  for  outstanding  Voting
               Securities  that the Board of  Directors  of the Company does not
               oppose and that does not violate Section 2(a); or

                    (iii)a sale or transfer in a "brokers' transaction" pursuant
               to Rule 144(f) under the Securities Act;  provided that any sales
               pursuant  to this  clause  (iii)  shall be  subject to the volume
               limitations  set forth in Rule 144(e)  under the  Securities  Act
               (regardless of whether such volume  limitations are applicable to
               such sale); provided further that, to the Holder's knowledge,  no
               Person acquiring any Voting Securities  pursuant to such brokers'
               transaction shall acquire such Voting Securities with the purpose
               or with the effect of changing or influencing  the control of the
               Company.

          (b)  Notwithstanding  the  restrictions  set forth in subparagraph (a)
     above,  the Holder shall have the right to sell or convey up to  20,000,000
     shares of Common Stock to one or more  unaffiliated  third parties  without
     restriction,  subject  to  compliance  with  applicable  state and  federal
     securities laws.

          (c) For a period of two years from the date  hereof,  the Holder shall
     vote or cause to be voted all Voting  Securities of which the Holder is the
     beneficial owner for three (3) nominees (designated by Holder) of the Board
     of  Directors  of the Company for  election to the Board of  Directors  (it
     being understood that, on all other matters, Voting Securities of which the
     Holder is the beneficial owner may be voted as it may determine in its sole
     discretion).

     3. Legend; Transfer Instructions. The Holder hereby authorizes and requests
the Company to notify any transfer  agent for the Company  securities  that this
Agreement places limits on the transfer of its Voting  Securities.  Certificates
for such shares  (whether  issued before,  on or after the date hereof) shall be
endorsed with a restrictive legend which shall read substantially as follows:

     THE TRANSFER OF THE SHARES  REPRESENTED  BY THIS  CERTIFICATE IS SUBJECT TO
     RESTRICTIONS  ARISING  UNDER A STANDSTILL  AGREEMENT,  DATED AS OF JUNE 30,
     2003, WHICH AMONG OTHER THINGS RESTRICTS THE TRANSFER AND VOTING THEREOF. A
     COPY OF SUCH AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF WITHOUT CHARGE
     UPON RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR.


                                      2

<PAGE>


     4.  Enforcement.  The Holder agrees that irreparable  damage would occur in
the event that any of the  provisions  of this  Agreement  were not performed in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed that the  Company  shall be  entitled  to an  injunction  or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions  of this  Agreement in any Federal court of the United
States  located in the  Northern  District  of Texas or in a Texas  state  court
located in Dallas County,  Texas,  this being in addition to any other remedy to
which it is entitled at law or in equity.  In  addition,  the Holder  hereby (i)
consents  to the  personal  jurisdiction  of any  Federal  court  located in the
Northern District of Texas or any Texas state court in Dallas County,  Texas, in
the event any dispute arises out of this Agreement,  (ii) agrees that the Holder
will not attempt to deny or defeat such personal jurisdiction by motion or other
request  for leave from any such  court,  (iii)  agrees that the Holder will not
bring any action  relating to this  Agreement  in any court other than a Federal
court sitting in the Northern  District of Texas or Texas state court located in
Dallas County, Texas, and (iv) waives any right to trial by jury with respect to
any claim or proceeding related to or arising out of this Agreement.

     5. Notices. All notices,  requests and other communications  hereunder must
be in  writiing  and will be deemed to have been duly  given  only if  delivered
personally or by facsimile  transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:

                  If to the Company, to:

                  AutoCorp Equities, Inc.
                  1701 Legacy Dr., Suite 2200
                  Frisco, Texas  75034
                  Attn: James Parmley
                  Facsimile No.: (214) 618-6428

                  If to the Holder, to:

                  Pacific Holdings Group
                  2901 N. Dallas Parkway, Suite 100
                  Plano, Texas  75093
                  Attn: Jack Takacs
                  Facsimile No.: (972) 543-1601

     All such notices,  requests and other  communications will (i) if delivered
personally  to the address as provided in this  Section 5, be deemed  given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section 5, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this Section
5, be deemed  given  upon  receipt.  Any party  from time to time may change its
address,  facsimile  number or other  information  for the purpose of notices to
that party by giving notice specifying such change to the other party hereto.


                                      3

<PAGE>


     6. Amendments; No Waivers.

          (a) Any  provision of this  Agreement may be amended or waived if, and
     only if, such amendment or waiver is in writing and signed,  in the case of
     an amendment,  by all parties  hereto,  or in the case of a waiver,  by the
     party against whom the waiver is to be effective.

          (b) No waiver by a party of any breach of agreement hereunder, whether
     intentional  or not,  shall be deemed to extend to any prior or  subsequent
     breach or affect in any way any  rights  arising  by virtue of any prior or
     subsequent  breach. No failure or delay by a party in exercising any right,
     power or privilege  hereunder  shall operate as a waiver  thereof nor shall
     any  single or  partial  exercise  thereof  preclude  any other or  further
     exercise  thereof or the exercise of any other right,  power or  privilege.
     The  rights  and  remedies  herein  provided  shall be  cumulative  and not
     exclusive of any rights or remedies provided by law.

     7.  Successors and Assigns.  This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
permitted assigns.

     8. Governing Law. This Agreement  shall be construed in accordance with and
governed by the internal laws  (without  reference to choice or conflict of laws
that would apply any other law) of the State of Nevada.

     9. Counterparts. This Agreement may be signed in any number of counterparts
and the  signatures  delivered by telecopy,  each of which shall be an original,
with the same effect as if the signatures  thereto and hereto were upon the same
instrument.

     10. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties with respect to the subject matter hereof and supersedes all
prior  agreements,  understandings  and  negotiations,  both  written  and oral,
between the parties with respect to the subject matter of this Agreement.

11. Captions. The captions herein are included for convenience of reference only
and shall be igniored in the construction or interpretation hereof. All
references to an Article or Section include all subparts thereof.

     12.  Severability.  If any provision of this Agreement,  or the application
thereof  to any  Person,  place  or  circumstance,  shall  be held by a court of
competent  jurisdiction to be invalid,  unenforceable  or void, the remainder of
this  Agreement  and such  provisions  as applied to other  Persons,  places and
circumstances shall remain in full force and effect only if, after excluding the
portion deemed to be  unenforceable,  the remaining  terms shall provide for the
consummation of the transactions  contemplated  hereby in substantially the same
manner as  originally  set forth at the  later of the date  this  Agreement  was
executed or last amended.

     13. Third Party Beneficiaries.  No provision of this Agreement shall create
any third party beneficiary rights in any Person.

                        [SIGNATURES FOLLOW ON NEXT PAGE]


                                      4



<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.



                                UTOCORP EQUITIES, INC.


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



                                PACIFIC HOLDINGS GROUP


                                By:   /s/ Jack Takacs
                                      ------------------------------------------
                                      Name:  Jack Takacs
                                      Title: Chief Executive Officer









                                       5