MASTER AGREEMENT

         This Master  Agreement  ("Agreement")  is made and entered  into by and
between Pacific Financial Group, Inc. a Delaware corporation ("PFG"), AutoPrime,
Inc., a Delaware  corporation  and wholly owned  subsidiary  of PFG ("AP"),  and
AutoCorp Equities,  Inc., a Nevada corporation ("ACE"), ACE Motor Company, Inc.,
a Texas corporation and AutoCorp Financial  Services,  Inc. a Texas corporation,
(collectively  ("ACE")  effective as of October 1, 2000 (the "Effective  Date").
PFG and AP are collectively referred to herein as "Pacific".

                                    RECITALS


         A. ACE is indebted to Pacific for (i)  approximately  $23,000,000  (the
"ACE Direct Debt") secured by certain retail installment contracts,  as such ACE
Direct  Debt  is  described  on  Exhibit  A  attached  hereto  (the  "Exhibit  A
Contracts"),  and (ii) a variety of recourse contractual,  and other obligations
and liabilities  described in part, on Exhibit H attached hereto  (collectively,
the "ACE Additional Debt").

         B.  Portions  of the ACE Direct  Debt and the ACE  Additional  Debt are
guaranteed by some or all of CIC (defined  below),  LLCI (defined below) and the
Merritt Group (defined below) (collectively, the "Guarantors").

         C.  Pacific  and ACE have  agreed  that,  pursuant to the terms of this
Agreement,  they will enter into, and by this Agreement do enter into, a plan by
which ACE shall be re-capitalized and Pacific shall no longer be able to require
payment by ACE of the ACE Direct Debt and the ACE Additional Debt.

         E. It is the  intention  of Pacific and ACE to modify,  in  substantial
part,  their  respective   rights  and  obligations   arising  under  the  Prior
Transaction in order to simplify their  shareholder  ownership  interests in ACE
and to strengthen  ACE  financially,  so that ACE may go forward as a profitable
entity  with  future  growth  potential,  all  for  the  benefit  of ACE and its
shareholders.

         F. The parties  have agreed upon a number of business  terms which will
support the  achievement of their mutual goals of enhancing the value and future
profitability  of ACE,  all of  which  terms  are  incorporated  into a  certain
Supplemental Agreement attached hereto as Exhibit B.


Master Agreement                                                          Page 1

<PAGE>

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  agreements,  covenants and
representations  of the parties herein described  (including the Recitals),  the
sufficiency of all of which are expressly acknowledged by the parties hereto, it
is agreed as follows:

         1.       Covenant Not to Sue. As detailed in the Mutual Covenant Not to
         Sue attached  hereto as Exhibit C, Pacific hereby agrees not to sue ACE
         to recover any part or all of the ACE Direct Debt and Ace hereby agrees
         not to sue  Pacific  for any  claims or causes  of  action  related  to
         dealings between ACE and Pacific prior to the Effective Date

         2.       Recourse  Release.  As detailed in the Mutual Recourse Release
         attached  hereto as Exhibit D, Pacific hereby  releases ACE of and from
         all of the ACE Additional Debt and ACE hereby  releases  Pacific of and
         from any and all  liabilities,  claims or causes of action  related  to
         dealings between ACE and Pacific prior to the Effective Date.

         3.       Issuance of ACE Stock to PFG.  ACE hereby  agrees to issue and
         promptly deliver to PFG or its designee  1,612,083 shares of its Series
         B Preferred Stock.

         4.       Bill of Sale.  Pursuant to the Bill of Sale attached hereto as
         Exhibit E, Pacific hereby assigns,  transfers and conveys to ACE all of
         its rights, title,  interest,  liens, claims and encumbrances in and to
         the following:

                  (a)      the Repossessed Inventory described on Exhibit E-1.
                                                                  ------------

                  (b)      the Active Contracts described on Exhibit E-2.
                                                             ------------

                  (c)      the  Written-Off  Contracts,  including  all  of  its
                           rights under the related  guaranties  with respect to
                           such Contracts, described on Exhibit E-3.

         5.       Preferred  Stock  Attributes.  The  attributes  and conversion
         provisions  pertaining to the Series B Preferred  Stock are detailed in
         the Amended  Certificate of Designation  attached  hereto as Exhibit F.
         Pacific hereby  acknowledges  its  understanding  and acceptance of all
         such attributes and provisions.


Master Agreement                                                          Page 2

<PAGE>



         6.       Supplemental  Agreement.  As  provided  in more  detail in the
         Supplemental Agreement attached hereto as Exhibit B.


                  (a)      PFG shall:

                           (i)      along with  Pacific  USA  Holdings  Corp,  a
                           Texas    corporation,    indemnify    ACE   and   its
                           subsidiaries,  officers  and  directors  against  any
                           claims  for  those   obligations  more   specifically
                           described in a separate  indemnity  agreement,  to be
                           executed,  as of the Effective  Date,  and to contain
                           terms  and  provisions  reasonably  agreeable  to the
                           parties.

                           (ii)     sublease or become the primary tenant of the
                           office space currently  occupied by ACE at 911 Parker
                           Road,  Suite 306,  Plano,  Texas, as of the Effective
                           Date;

                           (iii)    give ACE an exclusive right of first refusal
                           to purchase  all  vehicles  repossessed  by PFG at an
                           agreed  upon  liquidation  value  from and  after the
                           Effective  Date. If PFG and ACE cannot agree upon the
                           liquidation  value of any repossessed  vehicle,  then
                           three (3) appraisers  shall be selected,  one by PFG,
                           one by ACE,  and one by two  appraisers  so selected,
                           and  the  overage  of  their   appraisals   shall  be
                           determinative; and

                           (iv)     promptly    supply   for   ACE's   use,   by
                           assignment,  lease or  sublease,  all  furniture  and
                           fixtures  reasonably  designated by ACE and agreed to
                           by PFG  and  presently  located  at the  Parker  Road
                           office and release certain  designated  furniture and
                           fixtures  located at the 2740 North  Dallas  Parkway,
                           Suite 100, Plano, Texas, facility, including, without
                           limitation,   those  items  described  on  Exhibit  F
                           attached hereto.

                           (v)      reimburse  ACE  for any  and  all  costs  of
                           repossessing   collateral   (a)  securing   contracts
                           described on Exhibit E-2 and (b)  securing  contracts
                           described in the Servicing  Agreement  referred to in
                           (c), below.

                  (vi)     PFG and AP shall assign and transfer to ACE,  and, at
                           ACE's  request,   shall  provide   technical  support
                           equipment  described  on at no  cost  to  ACE,  for a
                           period  not to exceed  one (1) year after the date of
                           the  Effective  Date,  with  respect to the  computer
                           equipment described on Exhibit G.

Master Agreement                                                          Page 3

<PAGE>

                  (b)      ACE shall:

                           (i)      use its best  efforts  to  effectuate  ACE's
                           Business   Plan,   as  generally   described  in  the
                           Supplemental Agreement;

                           (ii)     store each  repossession  for Pacific,  on a
                           space available basis, at no cost to Pacific,  for up
                           to  forty-five  (45) days after the date of each such
                           repossession;

                           (iii)    have the right to purchase PFG's interest in
                           any repossessed vehicle securing a contract listed on
                           Exhibit  E-2,  by  paying  to PFG  50% of the  agreed
                           liquidation value (determined in the method described
                           in paragraph 6(a)(iv) above) of each such repossessed
                           vehicle less 100% of all repossession costs provided,
                           however,  that PFG  reserves  the right to review and
                           approve from time to time the vendors selected by ACE
                           to execute the  repossessions,  which  approval shall
                           not be unreasonably withheld;

                           (iv)     render  such  accountings  to PFG as PFG may
                           reasonably require from time to time; and

                           (v)      provide those collection  services  detailed
                           in  the  Supplemental  Agreement  on  the  terms  and
                           conditions therein stated.

                           (vi)     indemnify PFG, and its respective  officers,
                           directors and affiliates against any claims for those
                           obligations more specifically described in a separate
                           indemnity  agreement,  to  be  executed,  as  of  the
                           Effective  Date,  and to contain terms and provisions
                           reasonably agreeable to the parties.

                           (vii)    assume  all  lease   payments   on  computer
                           equipment described on Exhibit G.


Master Agreement                                                          Page 4

<PAGE>

                  (c)      PFG and ACE shall enter into the Servicing  Agreement
                           attached  hereto  as  Exhibit H by the terms of which
                           ACE shall service the contracts therein described.

         7.       Authorizations.  Each of PFG, AP and ACE are  corporations  in
         good  standing and each has have the  requisite  power and authority to
         enter into this Agreement, as well as the Supplemental Agreement,  both
         of which  agreements  have been duly executed and delivered and each of
         which agreements  constitutes legal,  valid and binding  obligations of
         the parties,  enforceable in accordance with their terms, except as may
         be limited by bankruptcy,  reorganization,  insolvency and similar laws
         of general  application  relating to or affecting  the  enforcement  of
         rights of creditors.

         8.       Capitalization.  ACE represents that its capitalization, as of
         the  Effective   Date,  is  not   materially   inconsistent   with  the
         Capitalization Schedule attached hereto as Exhibit I.


         9.       Binding  Effect.  The execution,  delivery and  performance of
         this Agreement and the Supplemental  Agreement by any party hereto does
         not and will not  constitute  a  violation  of any  statute,  judgment,
         order, decree or regulation or rule of any governmental body applicable
         or relating to the them,  or (b) conflict  with, or constitute a breach
         or  default  under,   or  give  rise  to  any  right  of   termination,
         cancellation  or  acceleration  under,  any  term or  provision  of any
         contract,  agreement,  lease,  mortgage,  deed  of  trust,  commitment,
         license,  franchise,  permit,  authorization or any other instrument or
         obligation to which any of them is a party or by which their respective
         assets are bound,  or an event which,  with notice,  lapse of time,  or
         both, would result in any conflict,  breach,  default or right or other
         than those  breaches,  defaults or  violations  which the subject party
         shall have cured on or before the Effective Date

         10.      Litigation,  Investigations,  Etc.  There  are no  pending  or
         threatened  claims,  actions,  suits or proceedings or  governmental or
         administrative  investigations  pending,  or to the best  knowledge and
         belief of any party  hereto,  which would have any material and adverse
         effect on this Agreement nor the  transactions  contemplated  by either
         this Agreement or the Supplemental Agreement.

         11.      Taxes and Tax Liens. There are no federal,  state or local tax
         liens or related notices filed against any of the parties, nor have any
         of them been notified of any fact or circumstance  which would give any
         federal,  state or local  taxing  authority  the right to file any such
         lien or notice.


Master Agreement                                                          Page 5

<PAGE>

         12.      Consents.  No  consent,  approval,  authorization,  filing  or
         declaration  of any  third  party  or  any  governmental  authority  is
         required of any of the parties in connection with the execution of this
         Agreement or the consummation of the transactions  contemplated by this
         Agreement and the Supplemental Agreement.

         13.      Access to Counsel.  All parties to this Agreement have engaged
         separate  legal  firms to  assist  them  with  this  Agreement  and the
         transactions  contemplated by this Agreement.  Each party  acknowledges
         that in consultation with their respective  counsel,  each has read and
         fully  understands  this  Agreement and its legal  effect,  that it has
         executed his Agreement freely and without  coercion,  and that each has
         the ability,  legal  capacity and intention to fully perform all duties
         and  obligations  required  under this  Agreement and the  Supplemental
         Agreement.

         14.      Transaction.  All fees and other  related  costs  incurred  in
         connection  with the  preparation  and  consummation  of this Agreement
         shall be borne solely by PFG and PFG will be issued  Preferred Stock as
         reimbursement  for such fees and costs as a  portion  of the  1,612,083
         shares  of  Series  B  Preferred  Stock  of ACE to be  received  by PFG
         pursuant to paragraph 3 of this Agreement

         15.      Issuances of Securities. All shares of securities which are to
         be issued pursuant to this Agreement shall be issued in accordance with
         the Investment Letter attached hereto as Exhibit J.


         16.      Incorporation  of Exhibits.  All Exhibits  attached hereto are
         incorporated  by reference  into this  Agreement and are integral parts
         hereof.

         17.      Further  Actions.  From time to time, as and when requested by
         any party to this Agreement,  each party shall execute and deliver,  or
         cause to be executed and delivered, such documents and instruments, and
         shall take or cause to be taken such further or other  actions,  as may
         be  reasonably   necessary  to   consummate   and  effect  the  various
         transactions  required or intended to be performed by any party to this
         Agreement and the Supplemental Agreement.

         18.      Survival of  Representations,  Warranties and  Covenants.  All
         representations,  warranties and covenants in this Agreement and in the
         supplemental Agreement shall survive Closing.

         19.      Waivers and Consents.  No waiver of compliance  with any term,
         provision  or  condition  of  this  Agreement  or of  the  Supplemental
         Agreement  and no  consent  provided  for in this  Agreement  or in the
         Supplemental  Agreement  shall  be  effective  unless  evidenced  by an
         instrument  in writing duly  executed by the party hereto  sought to be
         charged  with such  waiver or  consent.  No waiver of any breach of any
         representation,  warranty or covenant or the term or  provision of this
         Agreement shall be deemed to be a waiver of any preceding or succeeding
         breach of the same nor any other  representation,  warranty,  covenant,
         term or  provision.  No  extension  of time for,  or  consent  to,  the
         performance of any obligation or act shall be deemed to be an extension
         of the time for, or consent to, the performance of any other obligation
         or act.


Master Agreement                                                          Page 6

<PAGE>

         20.      Construction and Jurisdiction This Agreement shall be governed
         by and construed and enforced in accordance  with the laws of the State
         of Texas,  regardless of the jurisdiction in which litigation  relating
         to the subject matter hereof shall be initiated or continued. Venue for
         any such action  shall be any court of  competent  jurisdiction  of the
         State of Texas located in Dallas County, Texas.

         21.      Entire Agreement.  This Agreement,  together with the attached
         Exhibits and the Supplemental  Agreement,  contain the entire agreement
         between  the  parties  with  respect to the  transactions  contemplated
         hereby   and   supersede   all  prior   agreements,   discussions   and
         understandings  among them with respect to such  transactions.  Neither
         this Agreement nor the Supplemental Agreement may be amended,  modified
         or changed in any respect  except by an instrument in writing signed by
         all of the parties hereto.

         22.      Third Party  Rights.  Notwithstanding  any other  provision of
         this  Agreement,  this Agreement shall not create benefits on behalf of
         any person or entity  which is not a party to this  Agreement  and this
         Agreement shall be effective only as between the parties hereto,  their
         successors and permitted assigns.

         23. No Release of Guarantors.  None of the parties hereto,  by entering
         into or performing in accordance with this Agreement, intend to, nor do
         any of them, release or otherwise adversely affect any rights of any of
         them  against  any of the  Guarantors,  or any  obligations,  claims of
         liabilities owed directly or indirectly to AP by any of them.

         24.      Assignability. This Agreement shall not be assignable in whole
         or in part by any party to this  Agreement  without  the prior  written
         consent of all other parties and any purported  assignment by any party
         without such prior written consent shall be void.

         25.      Binding Effect. This Agreement shall be binding upon and inure
         to the benefit of the parties  hereto and their  respective  successors
         and permitted assigns.

         26.      Counterparts.  This Agreement may be executed in any number of
         counterparts and each such counterpart  hereof shall be deemed to be an
         original   instrument,   but  all  such  counterparts   together  shall
         constitute but one agreement.


Master Agreement                                                          Page 7

<PAGE>

         27.      Legal Fees and Costs.  If any party shall breach any provision
         of this  Agreement  or the  Supplemental  Agreement,  or shall  fail to
         timely and promptly perform as required then, the breaching party shall
         be liable to all other  parties for all damages  directly or indirectly
         arising  from or related to such  breach,  including,  as damages,  all
         attorneys   fees,   costs  and   expenses   paid  or  incurred  by  the
         non-breaching party(ies) in the protection, preservation or prosecution
         of any rights or  benefits  directly  or  indirectly  arising  under or
         related to this Agreement and the Supplemental Agreement.

         28.      Controlling  Document.  If there shall be any conflict between
         the  language  or  effect  of  any  document  used  to  consummate  the
         transactions   described  in  this  Agreement,   and  the  Supplemental
         Agreement, then the terms of this Agreement shall control.

         IN WITNESS WHEREOF, the parties have executed this Agreement, or caused
this  Agreement to be executed on their behalf by a duly  authorized  officer or
representative, as of the Effective Date.

                                            PACIFIC FINANCIAL GROUP, INC.

                                            By:_________________________________
                                                 Bill Bradley
                                                 President

                                            AUTOPRIME, INC.

                                            By:_________________________________
                                                  David Watt
                                                  Chief Executive Officer

                                            AUTOCORP EQUITIES, INC.

                                            By:_________________________________
                                                  Charles Norman
                                                  President