EXHIBIT F
                                    ---------

                     AMENDMENT TO CERTIFICATE OF DESIGNATION

                                     OF THE

               SERIES A NON-CUMULATIVE CONVERTIBLE PREFERRED STOCK

                                       OF

                             AUTOCORP EQUITIES, INC.


We, Charles Norman,  President,  and William O. Merritt,  Secretary, of AutoCorp
Equities,   Inc.,  a  corporation  organized  and  existing  under  the  General
Corporation  Law of the State of Nevada,  in accordance  with the  provisions of
Section 78.1955 of the Nevada Revised Statutes DO HEREBY CERTIFY THAT:

         1.       The  name  of  the   Corporation   (hereinafter   called   the
"Corporation") is

                             AUTOCORP EQUITIES, INC.

         2.       The Articles of Incorporation  as amended,  of the Corporation
authorize the issuance of 10,000,000 shares of Preferred Stock of a par value of
$.001 each and expressly  confer upon the Board of Directors of the  Corporation
the authority to prescribe the series and the number of each series of Preferred
Stock  and  the   voting   powers,   designations,   preferences,   limitations,
restrictions and relative rights of each series of Preferred Stock.

         3.       The Board of  Directors  of the  Corporation,  pursuant to the
authority  expressly  conferred  upon it as  aforesaid,  by a unanimous  written
consent dated as of December 30, 1998, has previously  adopted a resolution (the
"December 30, 1998, Resolution")  designating Nine Million (9,000,000) shares of
Preferred Stock as the Series A Non-Cumulative  Convertible Preferred Stock (the
"Series A Preferred Stock"), and establishing the voting powers, preferences and
relative,   participating,   optional,   and  other   special   rights  and  the
qualifications,    limitations,    restrictions,    and   other   distinguishing
characteristics of the Series A Preferred Stock.

         4.       A   Certificate   of   Designation   (the    "Certificate   of
Designation")  was filed with the  Secretary  of State of Nevada on December 29,
1998,  to effect  such  designation  and  establishment  of the  voting  powers,
preferences and relative, participating,  optional, and other special rights and
the  qualifications,   limitations,   restrictions,   and  other  distinguishing
characteristics of the Series A Preferred Stock.

         5.       Subsequently, the Corporation issued and tendered, but did not
deliver,  certificates  evidencing an aggregate of 6,578,485  shares of Series A
Preferred  Stock.  Pursuant to the  provisions of Section  78.1955 of the Nevada
Revised  Statutes,  the Board of Directors of the Corporation and the holders of
all the  6,578,485  issued  shares of Series A Preferred  Stock have approved an
amendment  to the  Certificate  of  Designation  to  amend  the  Certificate  of
Designation to cancel the outstanding  shares of Series A Preferred Stock and to
change (a) the series  designations of the Series A Preferred Stock from "Series
A" to "Series B", (b) the number of shares of Preferred Stock designated to such
series,  and (c) the voting  powers,  preferences  and relative,  participating,
optional,  and  other  special  rights  and  the  qualifications,   limitations,
restrictions, and other distinguishing characteristics of the series.

Amendment to Certificate of Designation - Series A Preferred  Stock       Page 1

<PAGE>

         6.       The Board of  Directors  of the  Corporation,  pursuant to the
authority  expressly  conferred upon it by Section 78.1955 of the Nevada Revised
Statutes,  by a unanimous written consent dated as of October 1, 2000, adopted a
resolution  providing  for the  issuance of a series of two million  (2,000,000)
shares of Series B  Non-Cumulative  Convertible  Preferred  Stock,  in lieu of a
series of  9,000,000  shares of Series A  Non-Cumulative  Convertible  Preferred
Stock, which resolution is as follows:

         RESOLVED,  that this  Board of  Directors,  pursuant  to the  authority
         expressly  vested  in  it by  the  Articles  of  Incorporation  of  the
         Corporation, hereby amends the December 30, 1998, Resolution, to repeal
         and delete the designation, and the terms and provisions, of the Series
         A  Preferred  Stock,  so that the  Series A  Preferred  Stock no longer
         exists,  and to substitute in its place and stead the  designation  and
         authorization  of a series of Preferred  Stock with the voting  powers,
         designations,  preferences, limitations,  restrictions, relative rights
         and distinguishing designation set forth below:

         Series B Non-Cumulative  Convertible Preferred Stock. Of the 10,000,000
         shares of Preferred Stock authorized by the Articles of  Incorporation,
         2,000,000  shares are  hereby  designated  as "Series B  Non-Cumulative
         Convertible  Preferred  Stock" (the  "Series B Preferred  Stock"),  and
         shall have the voting powers, preferences and relative,  participating,
         optional, and other special rights and the qualifications, limitations,
         restrictions, and other distinguishing characteristics set forth below.

         (a)      No  Voting  Rights.  The  Series B  Preferred  Stock  shall be
                  nonvoting   stock,   and  the  holders   (hereinafter   called
                  "Holders")  of Series B  Preferred  Stock shall have no voting
                  rights except where required by law.

         (b)      Non-Cumulative  Dividend  Rights.  The  Holders  of  Series  B
                  Preferred  Stock in preference to the holders of shares of all
                  classes  of  common  stock  of the  Corporation  (the  "Common
                  Stock")  and all other  classes  of equity  securities  of the
                  Corporation,  including  any  warrants,  options  or rights to
                  acquire  any such  equity  securities  (collectively  with the
                  Common Stock,  the "Junior  Securities")  shall be entitled to
                  receive  dividends out of any funds legally available for that
                  purpose,   after  deducting  reasonable  reserve  for  working
                  capital and future  acquisitions,  at the annual rate of 5% of
                  the Adjusted Liquidation Value and no more, payable in cash on
                  January 31 of each  year,  for the  preceding  year or portion
                  thereof the shares have been outstanding, or at intervals that
                  the Board of  Directors  may from time to time  determine.  As
                  used herein, the term "Adjusted  Liquidation Value" shall mean
                  the Liquidation  Value (as defined in subparagraph (c) below),
                  plus  all  accrued  and  unpaid  dividends  on  the  Series  B
                  Preferred Stock through the date of  determination.  Dividends
                  shall  accrue on all shares of Series B  Preferred  Stock from
                  the date they are  issued  and shall  accrue  from day to day.
                  Dividends  shall be payable  when,  as and if  declared by the
                  Board of Directors.  Nothing  contained  herein shall obligate
                  the Board of Directors to declare any dividends to the Holders
                  of Series B Preferred  Stock,  and such Holders  shall have no
                  right to receive any  dividends  unless and until  declared by
                  the Board of directors  in its sole and  absolute  discretion.
                  Accrued but unpaid  dividends on the Series B Preferred  Stock
                  for any dividend  period will be payable  before any dividends
                  are paid,  declared,  or set apart for  holders  of any Junior
                  Securities.  Dividends are  non-cumulative so that if, for any
                  dividend  period,  the  preferential  dividends  on  Series  B
                  Preferred Stock are not paid, or declared,  or set apart,  the
                  deficiency need not ever be paid or declared.

Amendment to Certificate of Designation - Series A Preferred  Stock       Page 2

<PAGE>

         (c)      Liquidation  Preference.   On  any  voluntary  or  involuntary
                  liquidation  of the  Corporation,  the  Holders  of  Series  B
                  Preferred Stock shall receive a liquidation  preference  equal
                  to  $14.64  per  share  (the  "Liquidation  Value")  plus  any
                  declared and unpaid dividends on Series B Preferred Stock, and
                  no more,  before  any  amount  is paid to the  holders  of the
                  Junior  Securities.  Each certificate  representing  shares of
                  Series B Preferred  Stock shall show on its face the amount of
                  the  liquidation  preference  per share.  If the assets of the
                  Corporation  should be  insufficient  to permit payment to the
                  Holders of Series B Preferred Stock of their full  liquidation
                  preference  amounts as herein provided,  then such assets will
                  be distributed ratably among the holders of outstanding shares
                  of Series B Preferred  Stock. If the assets of the Corporation
                  are  sufficient  to permit  payment to the Holders of Series B
                  Preferred Stock of their  liquidation  preference in full, the
                  holders of any Junior Securities shall receive ratably all the
                  remaining assets of the Corporation. A merger or consolidation
                  of the Corporation  with or into any other  corporation,  or a
                  sale  of  all  or  substantially  all  of  the  assets  of the
                  Corporation   will  not  be  deemed  a   liquidation   of  the
                  Corporation  within  the  meaning of this  paragraph,  thereby
                  entitling  Holders  of the  Series  B  Preferred  Stock to the
                  liquidation preference.

         (d)      Conversion  Rights of  Holders.  The  Holder of any  shares of
                  Series B Preferred Stock shall have the right and option,  but
                  except as  provided  in  sub-paragraph  (iii)  below,  not the
                  obligation,  to  convert  any  of  such  shares  of  Series  B
                  Preferred Stock into shares of Common Stock at any time and on
                  the following terms:

                  (i)      Conversion Rate. Each  outstanding  share of Series B
                  Preferred Stock shall be convertible at any time and from time
                  to time,  at the option of the  Holder,  into one (1) share of
                  Common   Stock,   subject  to   adjustment   as   provided  in
                  sub-paragraph (e), below.

                  (ii)     Procedure.  Any Holder may convert by  delivering  to
                  the office of the  Corporation or its transfer agent a written
                  notice  electing  to convert  and  surrendering  the  Holder's
                  certificate(s)  evidencing  the  shares of Series B  Preferred
                  Stock being converted, duly endorsed for transfer.


Amendment to Certificate of Designation - Series A Preferred  Stock       Page 3

<PAGE>

                  (iii)    Required Conversion.  At the Corporation's  election,
                  the Holder shall have the  obligation  to convert such part or
                  all of the Series B Preferred  Stock to Common  Stock upon the
                  occurrence of either of the following events:

                           (a)      when the Company's  Common Stock is accepted
                                    for  trading in the NASDAQ  National  Market
                                    System, or

                           (b)      when   the   Company's   Common   Stock   is
                                    publicly-traded  at a price  of  $14.64  per
                                    share or more.

         (e)      General Conversion Provisions.  The following provisions apply
                  to conversion:

                  (i)      Anti-dilution  Rights.  While the Series B  Preferred
                  Stock is outstanding, then if and only if the Corporation:

                           (w)      divides  its  then  issued  and  outstanding
                                    shares of Common Stock into a greater number
                                    of shares;

                           (x)      combines  its then  issued  and  outstanding
                                    shares of Common Stock into a smaller number
                                    of shares;

                           (y)      issues  its Common  stock as a  dividend  or
                                    makes a distribution  on its Common Stock in
                                    shares of its Common Stock; or

                           (z)      issues  by  reclassification  of its  Common
                                    Stock into additional  classes any shares of
                                    its then authorized, but issued Common Stock
                                    or other property;

                  then the  conversion  privilege in effect  immediately  before
                  such  action  will be  adjusted so that the each Holder of the
                  Series B Preferred Stock thereafter  converted may receive the
                  number  of  shares of  Common  Stock,  capital  stock or other
                  property that he would have owned  immediately  following such
                  action if he had  converted  the shares of Series B  Preferred
                  Stock  immediately  before the record  date (or,  if no record
                  date, the effective date) for such action.

                  The adjustment  will become  effective  immediately  after the
                  record  date in the case of a  dividend  or  distribution  and
                  immediately  after  the  effective  date  in  the  case  of  a
                  subdivision, combination or reclassification.

                  (ii)     No Fractional Shares.  Neither fractional shares, nor
                  scrip or other certificates evidencing such fractional shares,
                  will be issued by the  Corporation  on  conversion of Series B
                  Preferred Stock, but the  Corporation,  at its option,  in its
                  sole and absolute discretion, will either:

                           (y)      Pay in lieu  thereof  the  Determined  Value
                                    (defined  below) in cash to the  Holders who
                                    would be entitled to receive such fractional
                                    shares.  The  "Determined  Value"  means the

Amendment to Certificate of Designation - Series A Preferred  Stock       Page 4

<PAGE>

                                    otherwise-issuable  fraction  of a share  of
                                    Common  Stock  multiplied  by the average of
                                    the daily closing  prices  (i.e.,  last sale
                                    price,  regular  way) for a share of  Common
                                    Stock for the 10 consecutive trading days on
                                    which such shares are actually traded on the
                                    NASDAQ National Market System (if the Common
                                    Stock is so traded  at the  time)  preceding
                                    the date the Holder  delivered to the office
                                    of the  Corporation  or its transfer agent a
                                    written  notice   electing  to  convert  and
                                    surrendering  the  Holder's   certificate(s)
                                    evidencing  the shares of Series B Preferred
                                    Stock being  converted,  duly  endorsed  for
                                    transfer.  If  the  Common  Stock  is not so
                                    traded at the time,  the average of the high
                                    bid and low asked  prices as reported in the
                                    Wall Street Journal,  or if not so reported,
                                    as furnished by a professional  market maker
                                    making  a market  in the  Common  Stock  and
                                    selected by the Board of Directors, shall be
                                    used; or

                           (z)      Round up or round down to the nearest  whole
                                    share what  would  otherwise  be  fractional
                                    shares.

                  (iii)    Status  of  Converted  Shares.  Shares  of  Series  B
                  Preferred  Stock that are  converted  will be  restored to the
                  status of authorized but unissued  shares of Preferred  Stock,
                  and will no longer be authorized but unissued shares of Series
                  B Preferred Stock.

                  (iv)     Reservation of Shares.  The  Corporation  will at all
                  times  reserve and keep  available out of its  authorized  but
                  unissued  shares  of  Common  Stock  such  number of shares of
                  Common Stock as may be necessary for the purpose of converting
                  all  outstanding  shares of Series B Preferred  Stock into the
                  full number of shares of Common Stock issuable upon conversion
                  of all such Series B Preferred Stock.

         (f)      Restriction  of Surplus.  The  liquidation  preference  of the
                  Series B  Preferred  Stock  exceeds  the par value  thereof by
                  $14.639 per share. As long as any shares of Series B Preferred
                  Stock are  outstanding,  surplus  shall be  restricted  on any
                  specific date by an amount equal to the product of (i) $14.639
                  multiplied  by (ii) the number of shares of Series B Preferred
                  Stock then outstanding.  In furtherance of this restriction of
                  surplus, the Corporation covenants and agrees that, so long as
                  any  shares  of  Series  B  Preferred  Stock  are  issued  and
                  outstanding,  the Corporation shall not pay any dividend, make
                  any  other  distribution,  or  enter  into or  consummate  any
                  transaction  which  would  have the  effect  of  reducing  the
                  combined  (i) par value of all  shares  of Series B  Preferred
                  Stock then  outstanding and (ii) surplus of the Corporation to
                  an amount less than the  aggregate  liquidation  preference of
                  all the then-outstanding shares of Series B Preferred Stock.


Amendment to Certificate of Designation - Series A Preferred  Stock       Page 5

<PAGE>

         (g)      Ranking.  The Series B Preferred Stock shall rank prior to and
                  above  all  Junior   Securities   as  to  dividends  and  upon
                  liquidation, dissolution or winding up of the Corporation. The
                  Corporation  shall not issue any shares of preferred  stock of
                  any series which are superior to the Series B Preferred  Stock
                  as to dividends  or rights upon  liquidation,  dissolution  or
                  winding  up of the  Corporation  as long as any  shares of the
                  Series B Preferred Stock are issued and  outstanding,  without
                  the prior written consent of the holders of a majority of such
                  shares of Series B  Preferred  Stock then  outstanding  voting
                  separately as a class.

         8.       The  aforesaid  resolution  of the Board of Directors was been
approved by the holders of all the 6,578,485  issued and  outstanding  shares of
Series A  Preferred  Stock as of October 1, 2000,  in  accordance  with  Section
78.1955 of the Nevada Revised Statutes.

         IN WITNESS WHEREOF, AutoCorp Equities, Inc. has caused this Certificate
of Designation  to be signed by Charles  Norman,  its President,  and William O.
Merritt, its Secretary, as of the 1st day of October 2000.




                                                     ___________________________
                                                     Charles Norman
                                                     President



                                                     ___________________________
                                                     William O. Merritt
                                                     Secretary




STATE OF TEXAS    )
                  ) ss:
COUNTY OF DALLAS  )

         On October __, 2000,  personally  appeared  before me, a Notary Public,
Charles Norman and William O. Merritt,  who acknowledged  that they executed the
above instrument.




                                                     ___________________________
                                                     NOTARY PUBLIC
(SEAL)




Amendment to Certificate of Designation - Series A Preferred  Stock       Page 6