INDEMNITY AGREEMENT

                                 October 1, 2000

         Reference is made to the Master  Agreement dated October 1, 2000 by and
between Pacific Financial Group, Inc. ("PFG"); and AutoCorp Equities,  Inc., ACE
Motor Co., Inc. and AutoCorp Financial Services,  Inc. (collectively "ACE") (the
"Master  Agreement").  Capitalized  terms used but not defined herein shall have
the meanings assigned to them in the Master Agreement.

         Pursuant to paragraphs 11 and 12 of the Supplemental  Agreement and for
valuable consideration, the parties agree as follows:

1.       PFG  hereby  indemnifies  and  agrees  to hold ACE and its  affiliates,
         officers, directors, shareholders, agents, representatives,  employees,
         professionals  and  successors  harmless from any and all  obligations,
         claims,  liabilities  and costs or expenses  (i) which may  directly or
         indirectly  arise from or be related to (a) any sales tax claims  which
         may now or hereafter be asserted against ACE by any taxing authority or
         (b) the  servicing or  collection  practices of PFG or AP, in each case
         with respect to any retail  installment  contract  acquired from ACE at
         any time prior to on or after  October  1, 2000,  and (ii) which may be
         based  upon  or be  claimed  to be due as a  result  of (x)  any  sale,
         transfer  or other  disposition  of any  motor  vehicle  or any  retail
         installment  contract by any of PFG, AP or ACE at any time prior to, on
         or after October 1, 2000, or (y) the  transactions  contemplated by the
         Master Agreement.

2.       ACE hereby  indemnifies and agrees to hold each of PFG and AP and their
         respective  affiliates,  officers,  directors,   shareholders,  agents,
         representatives,  employees, professionals and successors harmless from
         and against any and all obligations,  claims,  liabilities and costs or
         expenses  which may be based upon,  or be claimed to be due as a result
         of (i) any sale,  transfer or other disposition of any motor vehicle or
         any retail  installment  contract  by ACE on or after  October 1, 2000,
         (ii) the servicing or  collection  practices of ACE with respect to any
         retail installment contract transferred to ACE by PFG or AP at any time
         prior to, on or after October 1, 2000,  (iii) the  assumption by ACE of
         the lease payments due to equipment  lessors in  transactions  in which
         PFG or AP are lessees,  from and after October 1, 2000 for the computer
         equipment described on Exhibit G attached to the Master Agreement, (iv)
         any  dealings  between ACE and PFG or AP prior to October 1, 2000,  and
         (v) the transactions contemplated by the Master Agreement.

3.       If any proceeding  (including any governmental  investigation) shall be
         instituted  directly  or  indirectly  involving  a  party  entitled  to
         indemnification  hereunder (the  "Indemnitee"),  then Indemnitee  shall
         promptly notify the indemnifying party (the "Indemnitor"),  in writing,
         and Indemnitor,  upon receipt of written request from Indemnitee  shall
         retain  counsel  reasonably  satisfactory  to  Indemnitee  to represent
         Indemnitee  and  any  others  that  Indemnitee  may  designate  in such
         proceeding  and thereupon  Indemnitor  shall  promptly pay the fees and
         expenses of such counsel. However, the omission to so notify Indemnitor
         will not relieve it from any liability  which it may have to Indemnitee
         and will not  relieve  it from any  liability  to the  extent it is not
         materially  prejudiced as a proximate  result of such  failure.  If any
         such action is brought against Indemnitee,  Indemnitor will be entitled
         to  participate  therein,  and to the extent that it may wish to assume
         the defense thereof,  and after notice from Indemnitor to Indemnitee of
         Indemnitor  election to so assume the defense thereof,  Indemnitor will
         be  not  liable  to  Indemnitee   for  any  legal  or  other   expenses
         subsequently  incurred by  Indemnitee  in  connection  with the defense
         thereof other than reasonable costs of investigation  unless Indemnitor
         does not so assume the defense  thereof if given the  opportunity to do
         so. In any such  proceeding,  Indemnitee shall have the right to retain
         its own counsel,  but the fees and expenses of such counsel shall be at
         the expense of Indemnitee  unless  Indemnitor and Indemnitee shall have
         mutually  agreed to the  retention  of such  counsel  or (ii) the named
         parties  to any  such  proceeding  (including  any  impleaded  parties)
         include both  Indemnitor  and  Indemnitee  and  representation  of such
         parties by the same  counsel  would be  inappropriate  due to actual or
         potential  differing  interests between them. It is further  understood
         that, in any case,  Indemnitor  shall, in addition to the separate firm
         described  above,  be  responsible  for any fees and  expenses of local
         counsel necessary in connection with any such proceedings and shall pay
         all legal fees and expenses  promptly as they are incurred.  Indemnitor
         shall not be  liable  for any  settlement  of any  proceeding  effected
         without its written  consent,  but if settled  with such  consent or if
         there be a final  judgment  for the  plaintiff,  Indemnitor  agrees  to
         indemnity  Indemnitee  from and against any loss or liability by reason
         of such settlement or judgment. Indemnitor shall not, without the prior
         written consent of Indemnitee,  effect any settlement of any pending or
         threatened  proceeding in respect of which  Indemnitee is or could have
         been a  party  and  indemnity  could  have  been  sought  hereunder  by
         Indemnitee unless such settlement includes an unconditional  release of
         Indemnitee from all liability arising out of such proceeding.

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4.       This agreement  shall be construed in accordance  with the  substantive
         laws of the  State  of  Texas  (without  regard  to  conflicts  of laws
         principles).

         IN WITNESS WHEREOF,  the parties hereto have executed this agreement as
of the date first above written.

                                           PACIFIC FINANCIAL GROUP, INC.


                                           By:_____________________________
                                                 Bill C. Bradley, President


                                           AUTOCORP EQUITIES, INC.


                                           By:_____________________________
                                                 Charles Norman, President


                                           ACE MOTOR CO., INC.


                                           By:_____________________________
                                                 Charles Norman, President