AutoCorp Equities, Inc.
911 W. Parker Road
Suite 306
Plano, Texas 75023

                  Re:      Approval of Amendment to  Certificate  of Designation
                           and Cancellation of All Tender Rights

Gentlemen:

         This latter is executed and delivered  pursuant to that certain  Master
Agreement  dated as of  October  1, 2000  (the  "Master  Agreement"),  and is an
integral part of the transactions contemplated by the Master Agreement.

         Pursuant  to an earlier  Master  Agreement  dated  December  30,  1998,
certificates  evidencing  an  aggregate of  6,578,485  shares (the  "Shares") of
Series A  Non-Cumulative  Convertible  Preferred Stock ("Series A Preferred") of
AutoCorp  Equities,   Inc.   ("AutoCorp")  were  issued  in  connection  with  a
transaction on December 30, 1998, to AutoPrime,  Inc. ("AutoPrime") and Consumer
Investment Corporation ("CIC").

         These shares evidenced by these certificates were tendered to AutoPrime
pursuant to an  Unconditional  Tender dated as of December 30, 1998, as extended
by an Amendment to Unconditional  Tender of AutoCorp  Preferred and Common Stock
effective December 31, 1999. Such tender has never been accepted by AutoPrime.

         Pursuant  to the Master  Agreement,  the Shares are to be  returned  to
AutoCorp, and the Shares and all rights under the Unconditional Tender are to be
canceled.   In  addition,   the  Certificate  of  Designation  whereby  AutoCorp
designated and established the terms of the Series A Preferred is to be amended.
The Board of Directors of AutoCorp has approved an Amendment to  Certificate  of
Designation  that  accomplishes  such  amendment.  A copy  of the  Amendment  to
Certificate to Designation is attached to this letter as Exhibit A.

         AutoPrime  and CIC,  as the  holders of all the  outstanding  shares of
Series A Preferred,  hereby  approve and consent to the Amendment to Certificate
of  Designation,  to the  amendments  contained  in it, and to the  transactions
contemplated by it.

         In addition,  AutoPrime  agrees to the  cancellation  of all its rights
under the Unconditional Tender dated as of December 30, 1998, as extended by the
Amendment  to  Unconditional  Tender of  AutoCorp  Preferred  and Common  Stock.
AutoPrime further agrees to the return of the Shares to the AutoPrime  treasury,
and to their cancellation.


Approval by Holders of Series A Preferred                                 Page 1

<PAGE>

         LLCI joins in this  letter and  approves  and  consents  to the matters
contained herein, including the Amendment to the Certificate of Designation,  to
the extent it may have any rights or interest therein.

         This letter may be signed in multiple counterparts, each of which shall
be an  original,  but all of which,  taken  together,  shall be one and the same
instrument.

         This approval and consent shall be effective as of October 1, 2000.

                                            Very truly yours,


                                            AUTOPRIME, INC.


                                            By: ___________________________

                                            _______________________________
                                                (Typed or Printed Name)

                                            Its: __________________________


                                            CONSUMER INVESTMENT CORPORATION


                                            By: ___________________________

                                            _______________________________
                                                 (Typed or Printed Name)

                                            Its: __________________________


                                            LENDERS LIQUIDATION CENTERS, INC.


                                            By: ___________________________

                                            _______________________________
                                                 (Typed or Printed Name)

                                            Its: __________________________




Approval by Holders of Series A Preferred                                 Page 2

<PAGE>

AGREED TO AND ACCEPTED



AUTOCORP EQUITIES, INC.


By: ___________________________


_______________________________
     (Typed or Printed Name)

Its: __________________________









Approval by Holders of Series A Preferred                                 Page 3