EXHIBIT 10.12

                                              BUSINESS LOAN AGREEMENT

--------------------------------------------------------------------------------
      Principal        Loan Date       Maturity      Loan Number      Initials
     $750,000.00       10-26-98        4-26-99          101
--------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
--------------------------------------------------------------------------------

Borrower:  Suburba Acquisition Company, Inc.       Lender:  AutoPrime, Inc.
            dba ACE Motor Co.                                200 Crescent Court
            5949 Sherry Lane                                 Suite 1900
            Suite 525                                        Dallas, TX  75201
            Dallas, TX  75225

THIS BUSINESS LOAN AGREEMENT between Suburba  Acquisition  Company  ("Borrower")
and AutoPrime,  Inc.  ("Lender") is made and executed on the following terms and
conditions.  All such  loans and  financial  accommodations,  together  with all
future loans and financial  accommodations from Lender to Borrower, are referred
to in this Agreement individually as the "Loan" and collectively as the "Loans."
Borrower understands and agrees that (a) in granting, renewing, or extending any
Loan,  Lender  is  relying  upon  Borrower's  representations,  warranties,  and
agreements,  as set forth in this  Agreement;  (b) the  granting,  renewing,  or
extending  of any Loan by Lender at all times shall be subject to Lender's  sole
judgment  and  discretion;  and (c) all such  Loans  shall be and  shall  remain
subject to the following terms and conditions of this Agreement.

TERM:  This  Agreement  shall be  effective  as of October 26,  1998,  and shall
continue  thereafter  until all  indebtedness  of  Borrower  to Lender  has been
performed in full and the parties terminate this Agreement in writing.

CONDITIONS  PRECEDENT TO EACH ADVANCE.  Lender's  obligation to make the initial
Loan Advance and each  subsequent  Loan Advance  under this  Agreement  shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set
forth in this Agreement and in the Related Documents.

         Loan Documents.  Borrower shall provide to Lender in form  satisfactory
         to Lender the following  documents for the Loan:  (a) the Note, (b) the
         Security  Agreements  granting  to  Lender  security  interests  in the
         Collateral,  (c)  Financing  Statements  perfecting  Lender's  Security
         Interests,  (d) evidence of insurance  as required  below;  and (e) any
         other  documents  required  under  this  Agreement  or by Lender or its
         counsel, including without limitation any assignments of life insurance
         described below and any guaranties described below.

         Borrower's  Authorization.  Borrower  shall have  provided  in form and
         substance satisfactory to Lender properly certified  resolutions,  duly
         authorizing the execution and delivery of this Agreement,  the Note and
         the  Related  Documents,   and  such  other  authorizations  and  other
         documents  and  instruments  as Lender or its  counsel,  in their  sole
         discretion, may require.

         Payment of Fees and  Expenses.  Borrower  shall have paid to Lender all
         fees,  charges,  and other  expenses  which are then due and payable as
         specified in this Agreement or any Related Document.

         Representations and Warranties.  The representations and warranties set
         forth in this Agreement, in the Related Documents,  and in any document
         or  certificate  delivered to Lender under this  Agreement are true and
         correct.

         No Event of Default. There shall not exist at the time of any advance a
         condition  which  would  constitute  an Event  of  Default  under  this
         Agreement.



                                      102

<PAGE>

REPRESENTATIONS  AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the  date of this  Agreement,  as of the  date of each  disbursement  of Loan
proceeds, as of the date of any renewal,  extension or modification of any Loan,
and at all times any indebtedness exists:

         Organization.  Borrower  is a  corporation  which  is  duly  organized,
         validly  existing,  and in good standing under the laws of the State of
         Texas and validly  existing and in good standing in all states in which
         Borrower is doing  business.  Borrower has the full power and authority
         to own its  properties  and to transact the  businesses  in which it is
         presently  engaged or presently  proposes to engage.  Borrower  also is
         duly qualified as a foreign  partnership and is in good standing in all
         states in which the failure to so qualify would have a material adverse
         effect on its businesses or financial condition.

         Authorization.   The  execution,  delivery,  and  performance  of  this
         Agreement  by  Borrower,  to the extent to be  executed,  delivered  or
         performed  by  Borrower,  have been duly  authorized  by all  necessary
         action by Borrower; do not require the consent or approval of any other
         person,  regulatory authority or governmental body; and do not conflict
         with,  result in a violation  of, or constitute a default under (a) any
         provision  of the  partnership  agreement,  or any  agreement  or other
         instrument   binding  upon  Borrower  or  (b)  any  law,   governmental
         regulation, court decree, or order applicable to Borrower.

         Financial Information. Each financial statement of Borrower supplied to
         Lender truly and completely disclosed Borrower's financial condition as
         of the date of the  statement,  and there has been no material  adverse
         change in Borrower's  financial condition subsequent to the date of the
         most recent  financial  statement  supplied to Lender.  Borrower has no
         material  contingent  obligations except as disclosed in such financial
         statements.

         Legal  Effect.  This  Agreement  constitutes,  and  any  instrument  or
         agreement  required  hereunder to be given by Borrower  when  delivered
         will  constitute,  legal,  valid and  binding  obligations  of Borrower
         enforceable against Borrower in accordance with their respective terms.

         Properties.  Except as  contemplated by this Agreement or as previously
         disclosed in  Borrower's  financial  statements or in writing to Lender
         and as accepted by Lender,  and except for property tax liens for taxes
         not presently due and payable,  Borrower owns and has good title to all
         of  Borrower's  properties  free and clear of all  liens  and  security
         interests,  and has not executed  any  security  documents or financing
         statements  relating to such properties.  All of Borrower's  properties
         are titled in  Borrower's  legal name,  and Borrower  has not used,  or
         filed a financial statement under, any other name for at least the last
         five (5) years.


         Hazardous  Substances.  Except as  disclosed  to Lender in writing,  no
         property  of  Borrower  ever has been,  or ever will be so long as this
         Agreement  remains in  effect,  used for the  generation,  manufacture,
         storage,  treatment,  disposal,  release or  threatened  release of any
         hazardous  waste  or  substance,  as those  terms  are  defined  in the
         "CERCLA"  "SARA,"  applicable  state or Federal  laws,  or  regulations
         adopted  pursuant  to any of the  foregoing.  The  representations  and
         warranties  contained  herein are based on Borrower's  due diligence in
         investigating   the  properties  for  hazardous   waste  and  hazardous
         substances.  Borrower  hereby (a) releases and waives any future claims
         against  Lender for  indemnity of  contribution  in the event  Borrower
         becomes  liable for cleanup or other costs under any such law,  and (b)
         agrees to indemnify and hold harmless Lender against any and all claims
         and losses resulting from a breach of this provision of this Agreement.
         This   obligation  to  indemnify  shall  survive  the  payment  of  the
         indebtedness and the satisfaction of this Agreement.

         Commercial  Purposes.   Borrower  intends  to  use  the  Loan  proceeds
         solely  for  business  or  commercial related purposes.

AFFIRMATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that,  while
this Agreement is in effect, Borrower will:


                                      103

<PAGE>


         Litigation.  Promptly  inform  Lender in  writing  of (a) all  material
         adverse changes in Borrower's financial condition, and (b) all existing
         and  threatened  litigation,  claims,  investigations,   administrative
         proceedings or similar actions  affecting  Borrower or any guarantor of
         the Loan which  could  materially  affect the  financial  condition  of
         Borrower or the financial condition of the Loan.

         Financial  Records.  Maintain its books and records in accordance  with
         accounting  principles  acceptable  to Lender,  applied on a consistent
         basis and  permit  Lender to  examine  and audit  Borrower's  books and
         records at all reasonable times.

         Additional   Information.   Furnish  such  additional  information  and
         statements, lists of assets and liabilities,  agings of receivables and
         payables,  inventory schedules,  budgets,  forecasts,  tax returns, and
         other  reports  with  respect to  Borrower's  financial  condition  and
         business operations a Lender may request from time to time.

         Guaranties.  Prior  to  disbursement  of  any  Loan  proceeds,  furnish
         executed  guaranties  of the Loans in favor of Lender,  executed by the
         guarantors named below, on Lender's forms, and in the amounts and under
         the conditions spelled out in those guaranties.

                  Guarantors
                  ----------
                  AutoCorp Equities, Inc.
                  Lenders Auto Resale Center of Texas, Inc.

         Loan  Proceeds.  Use all Loan proceeds solely for the following  solely
         for the  following  specific  purposes:
         Funds to be used for the purchase of vehicles.

         Performance.  Perform  and  comply  with  all  terms,  conditions,  and
         provisions set forth in this Agreement and in the Related  Documents in
         a timely manner,  and promptly  notify Lender if Borrower learns of the
         occurrence  of any event which  constitutes  an Event of Default  under
         this Agreement or under any of the Related Documents.

         Operations.   Maintain   executive  and   management   personnel   with
         substantially  the same  qualifications  and  experience as the present
         executive and management personnel; provide written notice to Lender of
         any change in executive and management personnel;  conduct its business
         affairs in a reasonable and prudent  manner and in compliance  with all
         applicable  federal,  state and municipal laws,  ordinances,  rules and
         regulations  respecting  its  properties,   charters,   businesses  and
         operations, including without limitation, compliance with the Americans
         With  Disabilities Act and with all minimum funding standards and other
         requirements of ERISA and other laws applicable to Borrower's  employee
         benefit plans.

         Inspection. Permit employees or agents of Lender at any reasonable time
         to inspect any and all  Collateral for the Loan or Loans and Borrower's
         other  properties and to examine or audit Borrower's  books,  accounts,
         and records  and to make  copies and  memoranda  of  Borrower's  books,
         accounts,  and  records.  If  Borrower  now  or at any  time  hereafter
         maintains any records (including without limitation  computer generated
         records and  computer  software  programs  for the  generation  of such
         records) in the possession of a third party, Borrower,  upon request of
         Lender,  shall  notify such party to permit  Lender free access to such
         records at all  reasonable  times and to provide  Lender with copies of
         any records it may request, all at Borrower's expense.

RECOVERY OF  ADDITIONAL  COSTS.  If the  imposition of or any change in any law,
rule,  regulation or guideline,  or the  interpretation  or  application  of any
thereof by any court or administrative or governmental  authority (including any
request or policy not  having  the force of law)  shall  impose,  modify or make
applicable any taxes (except U.S.  federal,  state, or local income or franchise
taxes imposed on Lender), reserve requirements, capital adequacy requirements or
other  obligations  which would (a) increase the cost to Lender for extending or
maintaining the credit  facilities to which this Agreement  relates,  (b) reduce


                                      104

<PAGE>

the amounts payable to Lender under this Agreement or any related documents,  or
(c) reduce the rate of return on Lender's  capital as a consequence  of Lender's
obligations  with  respect to the  credit  facilities  to which  this  Agreement
relates,  then  Borrower  agrees to pay Lender such  additional  amounts as will
compensate  Lender therefor,  within five (5) days after Lender's written demand
for such payment,  which demand shall be  accompanied  by an explanation of such
imposition or charge and a calculation  in reasonable  detail of the  additional
amounts  payable  by  Borrower  which  explanation  and  calculations  shall  be
conclusive in the absence of manifest error.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

         Indebtedness  and Liens.  (a) Except  for trade  debt  incurred  in the
         normal course of business and  indebtedness  to Lender  contemplated by
         this  Agreement,  create,  incur or assume  indebtedness  for  borrowed
         money,  including capital leases,  (b) except as allowed as a Permitted
         Lien, self transfer,  mortgage, assign, pledge, lease, grant a security
         interest in, or encumber  any of  Borrower's  assets,  or (c) sell with
         recourse any of Borrower's accounts, except to Lender.

         Continuity  of  Operations.  (a)  Engage  in  any  business  activities
         substantially  different  than  those in which  Borrower  is  presently
         engaged, (b) cease operations,  liquidate,  merge, transfer, acquire or
         consolidate with any other entity,  change ownership,  change its name,
         dissolve or transfer or sell  Collateral out of the ordinary  course of
         business,  or (c) make any  distribution  with  respect to any  capital
         account, whether by reduction of capital or otherwise.

         Loans,  Acquisitions  and  Guaranties.  (a) Loan,  invest in or advance
         money or assets,  (b)  purchase,  create or acquire any interest in any
         other  enterprise or entity,  or (c) incur any  obligation as surety or
         guarantor other than in the ordinary course of business.

CESSATION OF  ADVANCES.  If Lender has made any  commitment  to make any Loan to
Borrower,  whether  under this  Agreement or under any other  agreement,  Lender
shall have no  obligation to make Loan advances or to disburse Loan proceeds if:
(a) Borrower or any  Guarantor is in default under the terms of the Agreement or
any other agreement that Borrower or any guarantor has with Lender; (b) Borrower
or any Guarantor  becomes  insolvent,  files a petition in bankruptcy or similar
proceedings,  or is adjudged a  bankrupt;  (c) there  occurs a material  adverse
change in Borrower's  financial  condition,  in the  financial  condition of any
guarantor,  or in the  value  of any  collateral  securing  any  Loan;  (d)  any
guarantor seeks,  claims or otherwise  attempts to limit,  modify or revoke such
guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in
good faith deems  itself  insecure,  even though no Event of Default  shall have
occurred.

Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the  indebtedness  against any and all funds held by
Lender or owed to Borrower for any reason.

EVENTS OF DEFAULT.  Each of the following  shall  constitute an event of default
("Event of Default") under this Agreement:

          Default on Indebtedness.  Failure of Borrower to make any payment when
          due on the Loans.

          Other Defaults.  Failure of Borrower to comply with or to perform when
          due on any other term, obligation,  covenant or condition contained in
          the Agreement.

          Default in Favor of Third Parties.  Should Borrower  default under any
          loan,  extension  of  credit,  security  agreement,  purchase  or sale
          agreement,  or any other agreement,  in favor of any other creditor or
          person  that may  materially  affect  any of  Borrower's  property  or
          Borrower's   ability  to  repay  the  Loans  or   perform   Borrower's
          obligations under this Agreement or any related documents.

                                      105

<PAGE>


          False  Statements.  Any warranty,  representation or statement made or
          furnished to Lender by or on behalf of Borrower is false or misleading
          in any  material  respect  at the time made or  furnished,  or becomes
          false or misleading at any time thereafter.

          Death or  Insolvency.  The  dissolution  or  termination of Borrower's
          existence  as a  going  business,  the  insolvency  of  Borrower,  the
          appointment  of a receiver for any part of  Borrower's  property,  any
          assignment for the benefit of creditors,  any type of credit  workout,
          or  the  commencement  of  any  proceeding  under  any  bankruptcy  or
          insolvency laws by or against Borrower.

          Creditor or Forfeiture  Proceedings.  Commencement  of  foreclosure or
          forfeiture  proceedings,  whether by  judicial  proceeding,  self-help
          repossession  or any other  method,  by any creditor of Borrower,  any
          creditor of any grantor of  collateral  for the loan.  This includes a
          garnishment attachment.

          Events  Affecting  Guarantor.  Any of the preceding events occurs with
          respect to any Guarantor of any of the indebtedness;  or any Guarantor
          revokes or disputes the validity of, or liability  under, any Guaranty
          of the indebtedness.

          Adverse  Change.  A  material  adverse  change  occurs  in  Borrower's
          financial  condition,  or Lender  believes  the  prospect  of  payment
          performance of the indebtedness is impaired.

          Insecurity. Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations  of Lender  under this  Agreement  immediately  will  terminate
(including  any  obligation  to make Loan  Advances or  disbursements),  and, at
Lender's option, all indebtedness  immediately will become due and payable,  all
without  notice of any kind to Borrower,  except that in the case of an Event of
Default  of the  type  described  in the  "Insolvency"  subsection  above,  such
acceleration shall be automatic and not optional. In addition, Lender shall have
all the rights and  remedies  provided in the Related  Documents or available at
law, in equity or otherwise.  Except as may be prohibited by applicable law, all
of  Lender's  rights  and  remedies  shall be  cumulative  and may be  exercised
singularly  or  concurrently.  Election by Lender to pursue any remedy shall not
exclude  pursuit of any other remedy,  and an election to make  expenditures  or
take action to perform an  obligation  of  Borrower or of any Grantor  shall not
affect  Lender's  right to  declare a default  and to  exercise  its  rights and
remedies.

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  RPOVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT,  AND  BORROWER  AGREES TO ITS TERMS.  THIS  AGREEMENT  IS DATED AS OF
OCTOBER 26, 1998.


BORROWER:
Suburba Acquisition Company, Inc.


By: /s/  Charles Norman
    -------------------
      Title:  President



LENDER:
AutoPrime, Inc.


By: /s/  Robert A. Baker
    --------------------
      Title





                                       106