EXHIBIT H
                                    ---------

                               SERVICING AGREEMENT

         This SERVICING AGREEMENT (this "Agreement"),  dated and effective as of
October  1, 2000 (the  "Effective  Date")  and is  entered  into by and  between
Pacific  Financial Group,  Inc., a Delaware  corporation  ("PFG"),  and AutoCorp
Equities  Inc.,  a Nevada  corporation,  ("ACE")  and is an  integral  part of a
certain Master  Agreement by and between the parties hereto and AutoPrime,  Inc.
dated as of October 1, 2000,  to which this  Servicing  Agreement is attached as
Exhibit I.

     WHEREAS,  ACE  is  engaged  in  the  business  of  managing  and  servicing
Contracts;

     WHEREAS,  PFG  desires to retain the  services  of ACE for the  purposes of
managing and servicing the Contracts ("Contracts") described in Exhibit A;

     NOW, THEREFORE, in consideration of the mutual premises and promises of the
parties  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, ACE and PFG agree as follows:

     Section 1.  Contract  Management  and  Servicing.  Subject to the terms and
conditions hereinafter set forth, ACE shall provide all management and servicing
of the  Contracts  and  covenants and agrees to manage and service the Contracts
for the account of PFG as described below.

     (a) ACE  obligates  itself to service the  Contracts  under this  Servicing
         Agreement in accordance with the industry standards  pertaining to such
         Contracts  utilizing the same degree of care as if the  Contracts  were
         owned by ACE itself,  including an  obligation to maintain an automated
         reporting  system  at its sole cost  which  produces  information  with
         respect to each Contract in form and content  reasonably  acceptable to
         PFG.

     (b) ACE covenants and agrees to comply with all  requirements  of State law
         and any other applicable federal, state, and local laws and regulations
         thereunder,  including,  without  limitation,  the Fair Debt Collection
         Practices Act, in servicing the Contracts under this Agreement.

     (c) During the term of the Contracts  serviced  under this  Agreement,  ACE
         will proceed diligently to collect all sums due under the Contracts and
         will  deposit on a daily basis or as  otherwise  directed in writing by
         PFG  all  funds  received  with  respect  to the  Contracts,  less  the
         servicing fee provided for in Section 2 hereof,  into a bank account or
         accounts  maintained  for the benefit of PFG.  Said account or accounts
         shall be maintained in a financial  institution  designated by PFG, the
         accounts  of  which  are  insured  by  the  Federal  Deposit  Insurance
         Corporation.



SERVICING AGREEMENT                                                            1

<PAGE>



     (d) ACE shall maintain complete books and records relating to its servicing
         activities  hereunder  and  shall  provide  to PFG,  from time to time,
         written servicing reports containing a complete and accurate accounting
         of the  servicing  activity  during the  preceding  time period,  which
         reports shall include a schedule of payments received and payments due.
         Each  report  shall be  delivered  to PFG by hand  delivery,  facsimile
         transmission,  or E-mail  transmission  and shall be accurate as of all
         transactions through the close of business on the date therein stated.

     (e) ACE, in the course of servicing and managing the  Contracts,  shall not
         waive,  vary,  extend, or cancel any term or condition of the Contracts
         without  PFG's prior  written  consent,  but ACE may,  without  legally
         committing PFG to any of the same, extend in its discretion  reasonable
         forbearance  before  declaring a Contract in default for such period(s)
         as may be consistent with industry standards.

     (f) ACE shall  deliver to PFG from time to time,  copies of profit and loss
         statements and balance sheets and other financial  information that ACE
         has filed with the Securities and Exchange Commission.

     Section 2.  Servicing  Fees.  As  compensation  for its  services  rendered
hereunder,  ACE shall be entitled to retain an amount, as set forth on Exhibit B
to this Agreement,  of all payments due and actually  received by ACE under each
Contract serviced  hereunder.  ACE shall remit in full to PFG the balance of the
payments actually received by ACE under each Contract serviced  hereunder,  less
the  servicing  fee  provided  for in this  Section  2, into a bank  account  or
accounts  as set  forth in  Section  l (b)  hereof.  ACE will pay all  costs and
expenses incurred by it in connection with its servicing activities hereunder.

     Section 3. Costs of Repossession. The parties agree that any costs incurred
by ACE in connection with the repossession of collateral  securing the Contracts
in  Exhibit A will be the sole  responsibility  of PFG.  PFG agrees to fully and
directly  reimburse  ACE for said costs within ten (10)  business days after ACE
has requested reimbursement for said costs in writing. PFG hereby authorizes ACE
to deduct  such  reimbursement  from  amounts  collected  under  this  Servicing
Agreement if PFG has failed to reimburse  ACE within ten (10)  business  days of
the reimbursement request.

     Section 4. Term and  Termination.  This  Agreement  shall be effective  and
commence  on October 1, 2000 and,  unless  earlier  terminated  pursuant to this
Section 4, shall  terminate  after the  repayment of the last  Contract in PFG's
portfolio  and after all  taxes,  fees,  and funds have been  accounted  for and
disbursed  with  respect  thereto  in  accordance  with  the  terms  hereof  and
applicable law. This Agreement may be terminated as follows:





SERVICING AGREEMENT                                                            2

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     (a) This  Agreement  shall  terminate  automatically  as  to  any  and  all
         Contracts upon the  dissolution,  termination of existence,  insolvency
         (failure to pay debts as they  mature or the  failure to  maintain  the
         fair  salable  value of  assets in  excess  of  liabilities),  business
         failure,  appointment  of a receiver,  trustee,  custodian,  or similar
         fiduciary, assignment for the benefit of creditors, or the commencement
         of any proceedings  under the bankruptcy  laws, of, by, or against ACE,
         or the  making  by  ACE  of any  offer  or  settlement,  extension,  or
         composition to its creditors generally.

     (b) If ACE  materially  breaches or fails to perform,  keep, or observe any
         representation,  warranty,  covenant,  or  agreement  contained in this
         Agreement or  (including,  but not limited to, ACE's failure to deposit
         funds received for any Contract into an account as set forth in Section
         l (b)  hereof;  ACE's  failure to deliver on a timely  basis any of the
         reports to PFG pursuant to this Agreement;  or ACE's failure to use due
         diligence in  collecting  funds due under any  Contract.  PFG may, upon
         ACE's receipt of five(5)  business days prior written  notice from PFG,
         terminate this Agreement with respect to any and all Contracts upon the
         occurrence of any of the events described in this sub-paragraph (b)

     (c) This  Agreement  may  be  terminated as to any and all Contracts at any
         time by the mutual agreement of PFG and ACE.


Section 5. Procedure upon Termination.

     (a) Immediately upon the termination of this Agreement  pursuant to Section
         4(a) and Section  4(c)  hereof and  immediately  upon ACE's  receipt of
         notice of termination  pursuant to Section 4(b) hereof,  ACE's right to
         retain  future,  but unearned  servicing  fees  prescribed in Section 2
         hereof with respect to any and all of such  terminated  Contracts shall
         terminate immediately and, from and after the date of such termination,
         ACE shall deposit all amounts  received with respect to such Contracts,
         if any,  into the  account or accounts  maintained  pursuant to Section
         l(b) hereof,  deducting  only earned  servicing  fees and  unreimbursed
         repossession  costs. In addition,  PFG may, with or without the consent
         of ACE and upon the occurrence of any event  described in the foregoing
         Section  4,  mail to each  Obligor  of any  Contract  a  notice  letter
         notifying such Obligor of the existence of the transactions between ACE
         and PFG,  the sale  and  assignment  of the  applicable  Contract,  the
         termination of this  Agreement,  and directing the Obligor to remit all
         future payments under the Contract to an account designated by PFG.

     (b) Upon  termination of this  Agreement as to any and all  Contracts,  ACE
         shall  immediately  deliver  to PFG the  Servicing  File and any  other
         documents  in  ACE's  possession  with  respect  to  each  Contract  so
         terminated and an accounting of all monies collected by ACE and held by
         it for PFG with respect to such  Contracts  and shall  immediately  pay
         over to PFG all monies so held.




SERVICING AGREEMENT                                                            3

<PAGE>

     Section  6.  Indemnification.   ACE  hereby  agrees  to  protect,   defend,
indemnify,  and  hold  PFG and  its  assigns  and  their  respective  attorneys,
accountants,  employees,  agents,  officers,  and  directors  harmless  from and
against all losses,  liabilities,  damages,  judgments,  claims,  counterclaims,
demands,  actions,   proceedings,   costs  and  expenses  (including  reasonable
attorneys'  fees) of every kind and character  resulting  from,  relating to, or
arising out of this Agreement or the performance of ACE's obligations hereunder.
ACE's  obligations  under this Section 6 shall survive the  termination  of this
Agreement.

     Section 7. Independent  Contractor.  Any possible construction of any other
provisions of this Agreement to the contrary notwithstanding,  it is intended by
this  Agreement  that PFG, for and during the term hereof,  has delegated to ACE
the right for it and on its behalf to service  each  Contract as an  independent
contractor in accordance with the terms hereof.

     Section 8. Effect of Master  Agreement.  In addition to the  provisions  of
this  Agreement,  the  provisions  of the  Master  Agreement  shall be valid and
binding upon the parties.


         IN WITNESS WHEREOF,  each of the parties has caused its duly authorized
officer or representative to execute this Agreement as of October 1, 2000.

  AutoCorp Equities, Inc.                       Pacific Financial Group, Inc

  By:___________________                        By:______________________
      Charles Norman,                                Bill Bradley
      President                                      President








SERVICING AGREEMENT                                                            4