[GRAPHIC OMITTED]
                        SUPPLEMENTAL COMMON STOCK PLEDGE

         This Supplemental Common Stock Pledge  ("Supplemental  Pledge") is made
and  entered  into on  April  12,  1999,  by and  between  (a)  Charles  Norman,
("Trustee")  in  his  capacity  as  the  Trustee  of a  certain  Exchange  Trust
("Exchange  Trust")  created  December 30, 1998,  (b)  AutoCorp  Equities,  Inc.
("AutoCorp") and (c) AutoPrime, Inc. ("AutoPrime").

                                    RECITALS
                                    --------

A.   Pursuant  to a certain  Release  of "Excess  Shares"  from  Certificate  of
     Beneficial  Interest (the  "Certificate")  of even date,  725,887 shares of
     AutoCorp Common Stock (the "Excess  Shares") were released from Certificate
     for  the  purpose  of  additionally  collateralizing  indebtedness  owed by
     AutoCorp,  Consumer Investment  Corporation ("CIC") and Lenders Liquidation
     "Centers,  Inc.  (collectively,  the "Three  Debtors") to  AutoPrime,  Inc.
     ('AutoPrime").

2.   The Three Debtors are indebted for substantial debts to AutoPrime.

3.   The Three Debtors and the Trustee have agreed that AutoPrime is entitled to
     additional security to collateralize AutoCorp's debt to AutoPrime, security
     which,  when pledged,  is not  inconsistent  with the  Trustee's  fiduciary
     duties to the  beneficial  owners of AutoCorp  Common Stock  donated to the
     Exchange Trust.

4.   Further, in order for AutoPrime to continue advancing credit to AutoCorp so
     that  AutoCorp can enhance its  operations  and its  profitability,  all of
     which is intended to increase the value of AutoCorp Common Stock, the Three
     Debtors and the Trustee have agreed that this Supplemental  Pledge furthers
     the common interests of all parties hereto, as well as the beneficiaries of
     the Exchange Trust

 SUPPLEMENTAL AGREEMENT                                                   Page 1


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                                   Agreement:
                                   ----------

          For valuable consideration, the parties hereto agree as follows:

         1. The Trustee  hereby grants a security  interest in the Excess Shares
and  in and to  any  and  all  present  or  future  rights  in and to all of the
following  rights,  interests,  and property (all of the following being in this
Supplemental Pledge sometimes called  "Collateral"):  (a) the Excess Shares, and
any and  all  substitutes,  replacements,  accessions;  attachments,  increases,
revisions, or additions thereto; and (b) any and all proceeds arising from or by
virtue of the sale or other  disposition  of,  or from the  collection  of,  the
Collateral  described in (a) preceding.  Further, the Trustee hereby pledges the
Collateral to AutoPrime.

         2. This Supplemental  Pledge is being executed and delivered to  secure
 the security  interest  herein granted (the "Security  Interest"),  which shall
 secure (a) the payment and performance by AutoCorp of any presently existing or
 later arising debts or  obligations,  and (b) the payment or performance of any
 and all duties,  responsibilities,  agreements,  indebtedness,  liabilities and
 obligations  of any  type or  nature  whatsoever  any one or more of the  Three
 Debtors to AutoPrime (all of such debts, duties, responsibilities,  agreements,
 indebtedness,  liabilities and obligations)  referred to in (a) and (b) of this
 paragraph are hereinafter collectively referred to as the "Obligation".

         3. The Collateral and the Security  Interest  shall  only be  released
 upon full and complete discharge and satisfaction of the Obligation.

         4. The Trustee  represents and warrants to AutoPrime that: (a) lie owns
the Excess Shares described in Recital A of this Supplemental Pledge and that he
has the authority to grant this Security Interest;  (b) the Security Interest is
a first, prior, and exclusive security interest in and to all of the Collateral;
(c) no other  person or entity is an owner of, or has any interest in or to, the
Collateral;  save and except an unspecified beneficial interest potentially held
by CIC,  which  interest,  if any,  CIC, by its  execution of this  Supplemental
Pledge,  specifically  waives and disclaims;  (d) no other  presently  effective
financing  statement  covering the  Collateral,  or any part  thereof,  has been
filed;  and (e) no dispute,  right of set-off,  Counterclaim,  or defense exists
with respect to any part of the Collateral.

 SUPPLEMENTAL AGREEMENT                                                   Page 2


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         5. In order to perfect AutoPrime's security interest in the Collateral,
the  Collateral  shall  promptly be (and any other such  instruments at any time
constituting  part of the  Collateral  will be) shall be delivered to AutoPrime,
endorsed in bearer form,  to be held by AutoPrime in  accordance  with the terms
and provisions  hereof.  The delivery at any time of any  additional  Collateral
covered by this  Supplemental  Pledge  shall  constitute  a  representation  and
warranty by the delivering party of the matters set forth in Paragraph 4 hereof,
as of that time of delivery with respect to the additional Collateral.

         6. The Three  Debtors shall defend the  Collateral  against all  claims
 and demands adverse to AutoPrime's  interest in it, and shall keep it free from
 all liens, except those for taxes not yet due.

         7. AutoCorp shall pay all expenses incurred by AutoPrime in  obtaining,
 preserving,  perfecting, defending, and enforcing this Security Interest or the
 Collateral and in enforcing its rights under this Supplemental Pledge. Expenses
 for  which  AutoCorp  is  liable  include,  but  are  not  limited  to,  taxes,
 assessments,  and other expenses enumerated in this Supplemental  Pledge. These
 expenses  will  bear  interest  from the dates of  payments  at the rate of ten
 percent (10 %) per annum and  AutoCorp  will pay  AutoPrime  such  expenses and
 interest on demand at AutoPrime's address for notice,  determined in accordance
 with Paragraph 21 of this Supplemental Pledge. These expenses and interest will
 become part of the Obligation and shall be secured by this Supplemental Pledge.

         8. Each of the Three  Debtors  shall  sign  any papers  that  AutoPrime
 considers necessary to obtain,  maintain, and perfect this Security Interest or
 to comply with any relevant law.

         9. AutoCorp will  immediately  notify AutoPrime of any material  change
 in the Collateral;  change in AutoCorp's name, address, or location;  change in
 any matter  warranted or represented in this  Supplemental  Pledge;  any change
 that may affect this Security Interest; and any Default.

         10.  The Trustee  shall not sell,  transfer,  or  encumber  any of  the
Collateral without the prior written consent of AutoPrime.

         (a) AutoPrime may exercise the  following  rights  and remedies  either
 before or after  default:  (i) take control of any proceeds of the  Collateral;
 (ii) take control of any funds generated by the  Collateral;  and (iii) demand,
 collect, convert, redeem, settle, compromise, receipt for, realize on, sue for,
 and adjust the Collateral, as AutoPrime desires.

 SUPPLEMENTAL AGREEMENT                                                   Page 3


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         10.  (b) In  addition  to the  rights  and  remedies  set forth  in the
foregoing sub-paragraph 1 0.(a), at any time, with or without notice to Trustee,
AutoPrime,  may at its sole  option,  release any part or all of the  Collateral
from the Security Interest,  take any part or all of such collateral in its name
and for its sole benefit,  and apply such collateral,  on the basis of $1.00 per
share for each share so taken,  to any  outstanding  Obligation(s)  of any kind,
whether or not The same may be due.

         11.  AutoCorp shall pay,  prior to  delinquency,  all  taxes,  charges,
liens and assessments against the Collateral,  and upon AutoCorp's failure to do
so,  AutoPrime at its option may pay any of these and shall be sole judge of the
legality or validity of these obligations and the amounts necessary to discharge
them. Any such payment by AutoPrime shall become a pail of the Obligation.

         12.  If any of  the  Three  Debtors  fail to  perform  any  part of the
Obligation   including,   without   limitation,   all  Obligations   under  this
Supplemental  Pledge,  AutoPrime may, in its sole  discretion,  but shall not be
obligated to, perform such part of the Obligation and be reimbursed by AutoCorp,
on demand delivered at the AutoPrime's address, for any SUMS 50 paid, including,
attorney's   fees,  court  costs,   other  legal  expenses,   agent's  fees  and
commissions,  plus  interest on those sums from the dates of payment at the rate
of ten percent (10 %) per annum.  The sum to be reimbursed  shall become part of
the Obligation and shall be secured by this Supplemental Pledge.

         13.  As used herein,  the term "Default" means (a) any one of the Three
Debtors fail to pay or perform in a timely manner any portion of the Obligation;
(b) any material warranty,  representation or statement made or furnished to the
AutoPrime by or in behalf of any one of the Three Debtors  proves to be false or
untrue; (c) the sale, loss, theft,  destruction,  encumbrance or transfer of any
of the  Collateral  in violation  hereof,  or  substantial  damage to any of the
Collateral;  (d) a receiver is appointed  for any of the three Debtors or any of
the Collateral;  (e) the Collateral is assigned for the benefit of creditors or,
to the extent permitted by law, if bankruptcy or insolvency proceedings commence
against or by any of The following  parties:  any one of the Three Debtors;  any
partnership of which any of them is a general  partner;  and any maker,  drawer,
acceptor,  endorser,  guarantor,  surety,  accommodation  party, or other person
liable on or for any part of the  Obligation;  (f) the  filing of any  financing
statement  with regard to the  Collateral,  other than  relating to the Security
Interests; (g) the attachment to the Collateral of any lien or security interest
other  than  the  Security  Interest;  or (h) the  breach  of any of the  terms,
covenants, agreements, conditions, or

 SUPPLEMENTAL AGREEMENT                                                   Page 4


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provisions of any portion of the Obligation,  which are  incorporated  herein by
reference  the same as if set forth herein  verbatim,  which  terms,  covenants,
agreements,  conditions.  and provisions shall continue in full force and effect
hereunder until the Obligation is paid or performed in full.

         14. Upon the occurrence of a Default, in addition to any and  all other
rights and remedies which AutoPrime may then have hereunder or under the Uniform
Commercial  Code of the  State of Texas or of any other  pertinent  jurisdiction
(the "Code"),  or otherwise,  AutoPrime  may, at its option:  (a) enter upon the
premises  where any of the Collateral not in the possession of ALItoPrime or its
agent is located  and take  possession  thereof  and  remove  the same,  with or
without judicial  process;  (b) reduce its claim to  judgement or foreclosure or
otherwise enforce the Security  Interest,  in whole or in part, by any available
judicial  procedure;  and (c) after  notification,  if any, provided for herein,
sell,  lease,  or  otherwise  dispose  of, at the  office of  AutoPrime,  on the
premises of AutoCorp, or elsewhere, all or any part of the Collateral; AutoPrime
shall give each of the Three  Debtors and the Trustee  reasonable  notice of any
public  sale of the  Collateral  or of a time  after  which it may be  otherwise
disposed of without  further  notice to either of them;  in. this event,  notice
will be deemed reasonable if it is mailed, postage prepaid, To each of the Three
Debtors and the Trustee at the address as specified in this Supplemental  Pledge
at least three (3)  business  days before any public sale or ten days before the
time when the Collateral may be otherwise  disposed of without further notice to
either AutoCorp or the Trustee; (d) at its discretion,  retain the Collateral in
satisfaction  of  the  Obligation  whenever  the  circumstances  are  such  that
AutoPrime is entitled to do so under the Code or otherwise.

         15. Any and all proceeds ever received by AutoPrime  from  any sale, or
other disposition of the Collateral, or any part thereof, or the exercise of any
other remedy  pursuant hereto shall be applied by AutoPrime to the Obligation as
AutoPrime,  in its sole  discretion,  determines,  and if such  proceeds are not
sufficient to pay the Obligation in full, each of the Three Debtors shall remain
liable to AutoPrime for the such of this  deficiency as is attributable to their
respective debts.

         16.  Reasonable  notification of the time and place of any public  sale
of the  Collateral,  or  reasonable  notification  of the time  after  which any
private sale or other  intended  disposition  of the  Collateral  is to be made,
shall be sent to each of the Three  Entities and the  Trustee,  and to any other
person entitled under the Code to notice. It is agreed that notice sent or given
not less than three (3) business days prior to the taking of the action to which
the notice relates,  is reasonable  notification  and notice for the purposes of
this Paragraph.

 SUPPLEMENTAL AGREEMENT                                                   Page 5


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         17. Because of the  Securities Act of 1933, as amended,  or other  laws
or  regulations,  there  may be  legal  restrictions  or  limitations  affecting
AutoPrime in any attempts to dispose of certain,  portions of the  Collateral in
the enforcement of its rights and remedies hereunder.  For these reasons, if, in
the  opinion of counsel to  AutoPrime,  Rule  144(k)  promulgated  by the United
States  Securities and Exchange  Commission  under the Securities Act of 1933 is
not available, AutoPrime is hereby authorized by AutoCorp, but not obligated, in
the event of any Default hereunder giving rise to the AutoPrime's rights to sell
or  otherwise  dispose  of the  Collateral,  to  sell  all or  any  part  of the
Collateral at private sale,  subject to investment letter or in any other manner
which will not require the Collateral,  or any part thereof, to be registered in
accordance  with the  Securities  Act of 1933,  as  amended,  or the  rules  and
regulations promulgated thereunder,  or any other law or regulation, at the best
price  reasonably  obtainable  by  AutoPrime  at any such  private sale or other
disposition in the manner mentioned above.  AutoPrime is also hereby  authorized
by AutoCorp, but not obligated,  to take such actions, give such notices, obtain
such  consents,  and do such other  things as  AutoPrime  may deem  required  or
appropriate in the event of a sale or disposition of any of the Collateral.

         18. Each of the Three Debtors and the Trustee clearly understand that
AutoPrime  may in its  discretion  approach  a  restricted  number of  potential
purchasers and that a sale under such  circumstances may yield a lower price for
the Collateral, or any part or parts thereof, than would otherwise be obtainable
if the Collateral were  registered and sold in the open market.  AutoPrime shall
have the right to rely upon the  advice  and  opinion  of any  member  firm of a
national securities  exchange as to the best price reasonably  obtainable upon a
private sale of any stock constituting part of the Collateral, and such reliance
shall be  conclusive  evidence  that the  AutoPrime  handled  such  matter  in a
commercially reasonable manner under the Code.

         19.  Foreclosure  of this  Security  Interest  by  suit does  not limit
AutoPrime's remedies, including the right to sell the Collateral under the terms
of this Supplemental  Pledge.  All remedies of AutoPrime may be exercised at the
same or  different  times,  and no  remedy  shall  be a  defense  to any  other.
AutoPrime's  rights and remedies  include all those granted by law or otherwise,
in addition to those specified in this Supplemental Pledge.

         20.  If given to a party  to this  Supplemental  Pledge,  any   notice,
demand,  waiver or consent required or permitted under this Supplemental  Pledge
shall be in writing and shall be given by personal delivery,  courier, overnight
service,  facsimile  transmission,  prepaid  telegram or prepaid  registered  or
certified mail, with return receipt requested,  addressed to the mailing address
set forth at the beginning of this Supplemental Pledge.

  SUPPLEMENTAL AGREEMENT                                                  Page 6


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         The date of any such notice and of service  thereof shall be deemed  to
 be the day of its  receipt  by the  party to whom it is  addressed.  Any  party
 hereto may at any time and from time to time change its address for the receipt
 of notice  pursuant to this  Supplemental  Pledge by giving notice to the other
 parties hereto in the manner set forth herein for the giving of notice.

         21. This Supplemental  Pledge shall be  binding  upon and inure to  the
benefit of the parties hereto, and their respective representatives,  successors
and assigns.

         22.  Assignment of any pan of the Obligation and delivery by  AutoPrime
of any pan of the Collateral will fully discharge  AutoPrime from responsibility
for that part of the  Collateral.  The Trustee's and each of the Three  Debtors'
obligations under this Supplemental  Pledge shall bind their respective personal
representatives, successors, and assigns.

         23.  Neither  delay  in  exercise  nor  partial  exercise  of  any   of
 AutoPrime's  remedies or rights shall waive further  exercise of those remedies
 or rights.  AutoPrime's  failure to exercise  remedies or rights does not waive
 subsequent  exercise  of those  remedies or rights.  AutoPrime's  waiver of any
 default does not waive further default. AutoPrime's waiver of any right in this
 agreement or of any default is binding only if it is in writing.  AutoPrime may
 remedy any default without waiving it.

         24. No provisions of  this Supplemental Pledge  shall  be  modified  or
limited except by written agreement.

         25. The  unenforceability  of any provision of this Supplemental Pledge
will not affect the enforceability or validity of any other provision.

         26. This Supplemental Pledge will be construed according to Texas laws.

         27. This Supplemental Pledge is to be performed in the county of
AutoPrime's mailing address.

         28. If the Collateral is sold after default,  recitals in  the document
of sale or  transfer  will be  prima  facie  evidence  of their  truth,  and all
prerequisites to the sale specified by this Supplemental Pledge and by Chapter 9
of the Texas Business and Commerce Code will be presumed satisfied.

         29. When the context requires,  singular nouns and pronouns include the
plural,  and pronouns in the masculine  gender shall be construed as feminine or
neuter as the occasion may require.


SUPPLEMENTAL AGREEMENT                                                    Page 7


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         30. This Security  Interest shall neither affect nor be affected by any
other  security  for any of the  Obligation.  Neither  extensions  of any of the
Obligation  nor  releases of any of the  Collateral  will affect the priority or
validity of this Security Interest with reference to any third person.

         31. Each of the Three Debtors and the Trustee hereby appoint  AutoPrime
as their  attorney-in-fact  to do any and every act that they are  obligated  by
this  Supplemental  Pledge to do, and to exercise  all rights of the Trustee and
each of the Three Debtors in the  Collateral,  and to execute any and all papers
and  instruments  to do all other  things  necessary to preserve and protect the
Collateral and to protect AutoPrime's  security interest in the Collateral.  The
Trustee's  and each of the Three  Debtor's  appointment  of  AuioPrime  as their
attorney-in-fact is coupled with an interest and will survive any disability.

          Executed this 12th day of April, 1999.

                                               AUTOCORP EQUITIES, INC.

                                               By:
                                               Charles Norman, President

                                               CONSUMER INVESTMENT CORPORATION

                                               By:
                                               William 0. Merritt, President

                                               LENDERS LIQUIDATION CENTERS, INC.

                                               By:
                                               William 0. Merritt, President

                                               THE EXCHANGE TRUST

                                               By:
                                               Charles Norman, Trustee

                                               AUTOPRIME, INC.
                                               By:
                                               Robert A. Baker, President

SUPPLEMENTAL AGREEMENT                                                    Page 8