EXHIBIT B
                                    ---------

                             SUPPLEMENTAL AGREEMENT

         This Supplemental  Agreement  ("Agreement") is made and entered into by
and between Pacific Financial Group, Inc.  ("PFG"),  AutoPrime,  Inc. ("AP") and
AutoCorp Equities,  Inc., ACE Motor Co., Inc. a Texas corporation,  and AutoCorp
Financial  Services,  Inc., a Texas corporation  (collectively  "ACE") and is an
integral part of a certain Master  Agreement by and between the parties dated as
of October 1, 2000 (the "Master  Agreement") to which this Agreement attached as
Exhibit B.

         For valuable consideration, the parties agree as follows:

1.       Parker Road Lease. PFG hereby agrees to sublease from ACE, or to become
         the  primary  tenant of the ACE office  premises  located at 911 Parker
         Road, Suite 306, Plano,  Texas, as of October 1, 2000 (the "Parker Road
         Premises") and,  further,  as of such date to (i) promptly pay, for the
         benefit of ACE, all rentals,  costs and expenses directly or indirectly
         arising  from or  related  to  ACE's  current  lease  of such  premises
         (collectively,  the "Lease Costs"),  (ii)  indemnify,  and does by this
         Supplemental Agreement indemnify,  ACE against and does hereby hold ACE
         harmless from any and of such "Lease Costs".

2.       Furniture and Equipment.  ACE shall (i) promptly  supply for PFG's use,
         by either assignment, lease or sublease as PFG may determine, a list of
         all  furniture,  fixtures,  equipment  and  office  supplies  which are
         designated in writing by PFG and agreed to by ACE on or before December
         31, 2000,  which,  as of the Effective  Date, are located at the Parker
         Road Premises,  and (ii) transfer,  assign and deliver to ACE, at PFG's
         sole cost and expense,  all furniture,  fixtures,  equipment and office
         supplies which are designated in writing by ACE and agreed to by PFG on
         or before December 31, 2000, and which are located at 2740 North Dallas
         Parkway,  Dallas,  Texas, all of (i) to be delivered to PFG and (ii) to
         be delivered to ACE free and clear of all liens,  claims,  encumbrances
         and taxes other than those which arise in  connection  with the related
         lease or sublease.

3.       Right of First  Refusal.  PFG and AP hereby grant to ACE the  exclusive
         right of first  refusal  with  respect  to any offer from any person or
         entity to purchase any vehicle  securing any contract (at a liquidation
         value described in Section 8 herein) (i) listed on Exhibits E-2 and E-3
         attached to the Master  Agreement or (ii)  described  in the  Servicing
         Agreement  attached  as  Exhibit H to the  Master  Agreement,  which is
         repossessed by (i) PFG or ACE at any time prior to, on or after October
         1, 2000, or (ii) AP prior to or on October 1, 2000, or (iii) by ACE, as
         servicing  agent for either PFG or AP prior to, on or after  October 1,
         2000.

4.       Repossession Expense Reimbursement.  PFG shall, promptly upon receiving
         a  written  request  from  ACE  which  includes   adequate   supporting
         documentation,  reimburse  ACE  for  all  costs  and  expenses  paid or
         incurred by ACE in the repossession of (i) any collateral  securing any
         vehicle or contract  described on Exhibits  E-1, E-2 or E-3 attached to
         the Master  Agreement,  or (ii) any retail  installment  contract being
         serviced by ACE  pursuant to the  Servicing  Agreement  attached to the
         Master Agreement as Exhibit H.


Supplemental Agreement                                                         1

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5.       Technical  Assistance.  PFG shall,  promptly and from time to time,  at
         ACE's  written  request  provide,  at  PFG's  expense,  all  reasonable
         technical  support with  respect to the use of the  computer  equipment
         described  on  Exhibit G  attached  to the  Master  Agreement,  and all
         improvements, replacements and substitutions thereof, during the period
         commencing on the Effective Date and ending October 1, 2001.

6.       ACE Business Plan.

         (a)      ACE shall use its best efforts to implement its business plan,
         which business plan, includes the following:

                  (i)      ACE will purchase at least a 25% ownership  option in
                  an Oklahoma Chevrolet and Oldsmobile  dealership for an amount
                  not to exceed  $275,000.  (NOTE:  it is  anticipated  that the
                  addition of a new car  franchise  to the ACE dealer group will
                  permit all of the ACE  affiliated  dealers to have access to a
                  number of point of sale lenders).

                  (ii)     Bill Merritt (a partial  guarantor of the ACE debt to
                  AP) will contribute his interest in various  Oklahoma used car
                  dealerships to ACE, at ACE's and PFG's discretion,  upon terms
                  acceptable to ACE.

                  (iii)    ACE  intents  to  obtain a letter  of  intent  from a
                  nationally recognized automobile company for new car franchise
                  within the first nine months of operations.

                  (iv)     ACE  has   obtained   from   new   investors   verbal
                  commitments  for up to  $500,000  of new  capital  to  acquire
                  interests in and to capitalize new car franchises. ACE and the
                  new  investors  will agree that these  funds shall be used for
                  this purpose only.

                  (v)      ACE  intents  to obtain a line of  credit  commitment
                  reasonably  acceptable to PFG from a responsible  lender prior
                  to or  within  a  reasonable  time  following  closing  of the
                  transactions described in the Master Agreement.

         (b)      In connection with ACE's  implementation of its business plan,
         PFG agrees to use its best efforts to assist ACE in its efforts, to the
         extent that ACE may request such assistance, in writing.

7.       Vehicle Storage.  ACE agrees to store all vehicles which it repossesses
         and in which PFG or AP has a valid and enforceable  security  interest,
         on a  space  available  basis,  at no  cost  to PFG  or  AP,  for up to
         forty-five  (45)  days  after the date of each  such  repossession.  In
         addition,  ACE agrees to provide  insurance for such stored vehicles at
         its expense  subject to  reimbursement  of such expense by PFG promptly
         following PFG's receipt of written requests(s) for such reimbursement.

8.       Purchase of Repossessed Vehicles. ACE shall have the right to purchase,
         and PFG agrees to sell to ACE, all of PFG's  rights,  liens,  title and
         interests in and to any  repossessed  vehicle (i) securing any contract
         listed on Exhibits E-2 and E-3 and (ii)  recurring  any contract  being
         serviced by ACE  pursuant to the  Servicing  Agreement  attached to the
         Master  Agreement  as  Exhibit  H, by paying  to PFG 50% of the  agreed
         liquidation  value of each such repossessed  vehicle,  less 100% of all
         repossession  costs and  expenses.  If PFG and ACE cannot  agree on the
         liquidation value of any repossessed vehicle, then three (3) appraisers
         shall  be  selected,  one  by  PFG,  one by  ACE,  and  one by the  two
         appraisers so selected,  and the average of their  appraisals  shall be
         determinative.  PFG and ACE agree that the  liquidation  value shall be
         determined within ten (10) days of the repossession date by ACE.


Supplemental Agreement                                                         2

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

10.      Collection Services. ACE shall, with reasonable promptness, provide for
         PFG's benefit the following  collection services for the following fees
         payable to ACE:

         (i)      ACE will provide  collection  services for a collection fee of
                  26.25% on all active AP accounts 0-29 days past due, until all
                  of such accounts are sold or otherwise disposed of by AP.

         (ii)     As detailed in the Servicing  Agreement attached to the Master
                  Agreement as Exhibit I, on all active accounts 30-59 days past
                  due, PFG and ACE agree that  collections or recoveries will be
                  divided  between  the  parties  as they may agree but not less
                  than 75% to ACE and 25% to PFG up to an  amount  not to exceed
                  $300,000 (or the  difference  between final ACE inventory book
                  value and  $600,000,  whichever  is less).  Once the  $300,000
                  amount  has been  received  by ACE,  ACE  shall be  thereafter
                  entitled to a 26.25%  collection  fee on the remaining  active
                  accounts  in the 30-59  days past due  category.  From time to
                  time,  ACE shall provide PFG with a schedule of collection fee
                  percentages  by month which will  support the  above-mentioned
                  amount.  PFG reserves the right to sell or  sub-service  these
                  accounts once the $300,000 amount has been collected by ACE.

         (iii)    PFG and ACE agree  that  active  accounts  which are or become
                  more than 60 days past due shall be  promptly  transferred  by
                  PFG to ACE (with  full  title,  free and  clear of all  liens,
                  claims,  encumbrances  and  taxes)  for  which  ACE  shall  be
                  entitled to 100% of all  collections.  Such accounts  shall be
                  specifically   designated  upon  by  the  parties  as  of  the
                  Effective  Date and  described in a writing to be delivered to
                  each of them at the closing of the  transaction  described  in
                  the Master Agreement.

         (iv)     Repossessions after the Effective Date on active accounts over
                  60 days past due will be valued at "actual cash value", agreed
                  upon by the  parties at time of  repossession  or, if there is
                  disagreement,  as determined by the appraisal method described
                  in the  foregoing  Paragraph 8. PFG will be entitled to 50% of
                  the actual  cash value on such  repossessions  after  directly
                  paying or reimbursing ACE for the cost(s) of repossession.

11.      Indemnity from PFG.

         PFG shall indemnify ACE against, and shall hold ACE harmless from those
         claims,  and  upon  those  terms,  described  in a  separate,  mutually
         acceptable  indemnity  agreement  to be  executed  by PFG  and  ACE and
         delivered to each of them at the closing of the  transaction  described
         in the Master Agreement.


Supplemental Agreement                                                         3

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12.      Indemnity from ACE.

         ACE shall indemnify PFG against, and shall hold PFG harmless from those
         claims,  and  upon  those  terms,  described  in a  separate,  mutually
         acceptable  indemnity  agreement  to be  executed  by PFG  and  ACE and
         delivered to each of them at the closing of the  transaction  described
         in the Master Agreement.

13.      Equipment Leases.  ACE shall assume all lease payments due to equipment
         lessors  from and  after  October  1, 2000 for the  computer  equipment
         described on Exhibit G attached to the Master Agreement.


14.      Included  Parties.  Wherever "PFG", "AP" or "ACE" is used in Paragraphs
         11 and 12 in this Agreement, the terms include the respective officers,
         directors,   shareholders,   agents,  representatives,   employees  and
         professionals of each of the parties.

15.      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 the  event of a  conflict  between  the
         provisions  of this  Agreement and those of the Master  Agreement,  the
         Master Agreement provisions shall control.

         Executed as of October 1, 2000.

                                               PACIFIC FINANCIAL GROUP, INC.

                                               By:___________________________
                                                   Bill Bradley
                                                    President

                                               AUTOPRIME, INC.

                                               By:___________________________
                                                     David Watt
                                                     Chief Executive Officer



APPROVED AND ACCEPTED:

AUTOCORP EQUITIES, INC.

By:__________________________
    Charles Norman, President



Supplemental Agreement                                                         4