Exhibit 10.11


                               SERVICING AGREEMENT


         This SERVICING AGREEMENT (this "Agreement"),  dated and effective as of
the date appearing on the signature page of this  Agreement,  is entered into by
and between AutoPrime,  Inc., a Delaware corporation  ("Owner"),  and the entity
described on the signature page of this Agreement ("Servicer").

         WHEREAS,  Servicer and Owner have  entered  into a Master  Purchase and
Sale  Agreement,  dated of even date  herewith  (the  "Master  Purchase and Sale
Agreement"),  pursuant  to which,  among  other  things,  Owner  purchased  from
Servicer certain retail  installment  sales contracts  secured by first priority
liens on automobiles and light-duty trucks ("Contracts").

         WHEREAS,  Servicer is engaged in the business of managing and servicing
Contracts.

         WHEREAS,  Owner  desires to retain the  services  of  Servicer  for the
purposes of managing  and  servicing  Contracts  purchased  from time to time by
Owner from Servicer for Owner's account pursuant to the Master Purchase and Sale
Agreement  ("Acquired  Contracts").  All  capitalized  terms used herein and not
otherwise  defined shall have the meanings  assigned to such terms in the Master
Purchase and Sale Agreement.

         NOW, THEREFORE, in consideration of the mutual premises and promises of
the  parties  and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  Servicer  and  Owner  agree as
follows:

         Section 1. Contract Management and Servicing.  Subject to the terms and
conditions   hereinafter   set  forth,   along   with  all  terms,   conditions,
representations,  warranties, covenants, and definitions set forth in the Master
Purchase  and  Sale  Agreement,  which  are  expressly  incorporated  herein  by
reference,  Servicer  shall provide all management and servicing of the Acquired
Contracts  purchased by Owner from  Servicer  from time to time under the Master
Purchase and Sale  Agreement  and covenants and agrees to manage and service the
Acquired Contracts for the account of Owner as described below and in accordance
with the industry  standards  pertaining  to such  Contracts  utilizing the same
degree of care as if the Acquired Contracts were owned by Servicer itself:

         (a) Servicer  obligates itself to service the Acquired  Contracts under
this Servicing Agreement in accordance with the industry standards pertaining to
such  Contracts  utilizing the same degree of care as if the Acquired  Contracts
were owned by Servicer itself including,  without  limitation,  an obligation to
maintain  an  automated  reporting  system  at  its  sole  cost  which  produces
information  with  respect to each  Contract  and each Pool in form and  content
reasonably acceptable to Owner.

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<PAGE>


         (b) Servicer  covenants and agrees to comply with all  requirements  of
State  law  and  any  other  applicable  federal,  state,  and  local  laws  and
regulations thereunder,  including, without limitation, the Fair Debt Collection
Practices Act, in servicing the Acquired Contracts under this Agreement.

         (c)  During  the term of the  Acquired  Contracts  serviced  under this
Agreement,  Servicer  will proceed  diligently to collect all sums due under the
Acquired Contracts and will deposit on a daily basis or as otherwise directed in
writing by Owner all funds received with respect to the Acquired Contracts, less
the  servicing  fee provided for in Section 2 hereof,  into a bank  custodial or
trust  account or  accounts  maintained  for the benefit of Owner and from which
Owner will have the right to withdraw or transfer  such funds.  Said  account or
accounts shall be maintained in a financial institution designated by Owner, the
accounts of which are insured by the Federal Deposit Insurance Corporation.

         (d) Servicer shall maintain  complete books and records relating to its
servicing  activities  hereunder and shall provide to Owner, not less frequently
than once per  week,  a written  servicing  report  containing  a  complete  and
accurate  accounting of the servicing  activity during the preceding week, which
will include the following  information with respect to each Acquired  Contract:
(i) a Delinquency  Analysis & Report in the form  attached  hereto as Exhibit A,
and (ii) a schedule of payments  received  and  payments due but not paid in the
form  attached  hereto as Exhibit B. Each report  shall be delivered to Owner by
hand delivery or facsimile  transmission  no later than 12:00 p.m. on Tuesday of
each week and shall be  accurate  as of all  transactions  through  the close of
business on Saturday of the immediately preceding week.

         (e)  Servicer,  in the course of  servicing  and  managing the Acquired
Contracts, shall not waive, vary, extend, or cancel any term or condition of the
Acquired  Contracts  without  Owner's prior written  consent,  but Servicer may,
without legally  committing  Owner to any of the same,  extend in its discretion
reasonable forbearance before declaring an Acquired Contract in default as shall
be consistent with industry standards,  but such period of forbearance shall not
in any event exceed fourteen (14) days.

         (f) With  respect to the  Insurance  Policies,  if any,  maintained  by
Servicer for the Acquired  Contracts in connection  with and as described by the
Master Purchase and Sale Agreement,  Servicer shall, at Servicer's expense, file
all claims and/or other forms  necessary or  appropriate to preserve and protect
Owner's  interest in the Insurance  Policies,  if any,  identified in the Master
Purchase and Sale Agreement.

         (g) Owner shall be named as an  additional  insured on any fidelity and
errors and omissions  insurance  policies  maintained by Servicer.  Upon Owner's
request, Servicer shall furnish to Owner a certificate of insurance with respect
to any such coverage reflecting Owner as additional insured.  Servicer shall not
reduce the amount of any such coverage  without  prior written  notice to Owner.
Owner may, at its option and  expense,  obtain and  maintain  such  fidelity and
errors  and  omissions  insurance  policies  with  respect to the  employees  of
Servicer,  naming  Owner  as  additional  insured,  as  it  deems  necessary  or
appropriate.

         (h) No later than ten (10) days after the end of each  calendar  month,
Servicer  shall furnish to Owner a monthly  unaudited  profit and loss statement
and  balance  sheet of  Servicer,  each  prepared  in  reasonable  detail and in
accordance  with generally  accepted  accounting  principles and certified by an
authorized officer of Servicer as being true and correct.

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<PAGE>

         Section 2. Servicing  Fees. As compensation  for its services  rendered
hereunder,  Servicer  shall be  entitled  to retain an  amount,  as set forth on
Exhibit C to this  Agreement,  of all  payments  due and  actually  received  by
Servicer under each Acquired Contract serviced  hereunder.  Servicer shall remit
in full to Owner the balance of the payments actually received by Servicer under
each Acquired Contract serviced  hereunder,  less the servicing fee provided for
in this  Section 2, into a bank  custodial  or trust  account or accounts as set
forth in Section 1(b) hereof.  Servicer will pay all costs and expenses incurred
by it in connection with its servicing activities hereunder.

         Section 3. Term and Termination.  This Agreement shall be effective and
commence on the date  hereof and,  unless  earlier  terminated  pursuant to this
Section 3, shall terminate after the repayment of the last Acquired  Contract in
Owner's  portfolio and after all taxes,  fees, and funds have been accounted for
and disbursed  with respect  thereto in accordance  with the terms hereof.  This
Agreement may be terminated as follows:

         (a) This  Agreement  shall  terminate  automatically  as to any and all
Acquired  Contracts upon the dissolution,  termination of existence,  insolvency
(failure to pay debts as they mature or the failure to maintain the fair salable
value of assets in excess of liabilities),  business  failure,  appointment of a
receiver, trustee,  custodian, or similar fiduciary,  assignment for the benefit
of creditors,  or the commencement of any proceedings under the bankruptcy laws,
of,  by,  or  against  Servicer,  or the  making  by  Servicer  of any  offer or
settlement, extension, or composition to its creditors generally.

         (b) If  Servicer  breaches or fails to  perform,  keep,  or observe any
representation,  warranty, covenant, or agreement contained in this Agreement or
in the Master  Purchase  and Sale  Agreement  (including,  but not  limited  to,
Servicer's  failure to deposit funds received for any Acquired  Contract into an
account as set forth in Section 1(b) hereof,  Servicer's failure to deliver on a
timely  basis any of the  reports to Owner  pursuant  to this  Agreement  or the
Master Purchase and Sale Agreement,  Servicer's  failure to use due diligence in
collecting funds due under any Acquired  Contract,  Servicer's failure to timely
perform its replacement and repurchase  obligations as set forth in Article 5 of
the Master Purchase and Sale Agreement, and the occurrence of a material adverse
change in the financial condition of Servicer), Owner may, upon twenty-four (24)
hours written or oral notice,  terminate  this Agreement with respect to any and
all Acquired Contracts.

         (c)  This  Agreement  may be  terminated  as to any  and  all  Acquired
Contracts at any time by the mutual agreement of Owner and Servicer.




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<PAGE>


         Section 4.  Procedure upon Termination.

         (a)  Immediately  upon the  termination of this  Agreement  pursuant to
Section 3(a) and Section 3(c) hereof and immediately upon Servicer's  receipt of
notice of  termination  pursuant to Section  3(b)  hereof,  Servicer's  right to
retain the servicing fees prescribed in Section 2 hereof with respect to any and
all of such terminated Acquired Contracts shall terminate  immediately and, from
and after the date of such  termination,  Servicer  shall  deposit  all  amounts
received  with respect to such Acquired  Contracts,  if any, into the account or
accounts  maintained  pursuant to Section 1(b)  hereof,  without  deduction.  In
addition,  Owner may,  with or without  the  consent of  Servicer,  mail to each
Obligor of any Acquired Contract the notice letter executed by Servicer pursuant
to Section 4.1 of the Master Purchase and Sale Agreement,  or otherwise  contact
each Obligor of any Acquired  Contract,  informing such Obligor of the existence
of the  transactions  between Servicer and Owner, the sale and assignment of the
applicable Acquired Contract,  the termination of this Agreement,  and directing
the  Obligor to remit all future  payments  under the  Acquired  Contract  to an
account designated by Owner.

         (b)  Upon  termination  of this  Agreement  as to any and all  Acquired
Contracts,  Servicer shall  immediately  deliver to Owner the Servicing File and
any other  documents in  Servicer's  possession  with  respect to each  Acquired
Contract so terminated and an accounting of all monies collected by Servicer and
held  by it for  Owner  with  respect  to  such  Acquired  Contracts  and  shall
immediately pay over to Owner all monies so held.

         Section 5. Indemnification.  Servicer hereby agrees to protect, defend,
indemnify,  and hold  Owner  and its  assigns  and their  respective  attorneys,
accountants,  employees,  agents,  officers,  and  directors  harmless  from and
against all losses,  liabilities,  damages,  judgments,  claims,  counterclaims,
demands,  actions,   proceedings,   costs  and  expenses  (including  reasonable
attorneys'  fees) of every kind and character  resulting  from,  relating to, or
arising out of this  Agreement  or the  performance  of  Servicer's  obligations
hereunder.  In addition to and without  limiting the foregoing,  (a) if Servicer
breaches any representation,  warranty,  or covenant contained in this Agreement
or the Master  Purchase and Sale Agreement and such breach has not been cured in
all material  respects  within five (5) days of Servicer's  receipt of notice of
such  breach from Owner,  Servicer  shall  replace or  repurchase  the  Acquired
Contract  within  five (5) days of the  expiration  of the  aforementioned  cure
period or (b) if any payment  due under any of the  Acquired  Contracts  becomes
delinquent  for a period of thirty (30) days or more,  Servicer shall replace or
repurchase the Acquired  Contract within ten (10) days of the Acquired  Contract
becoming thirty (30) days  delinquent,  each in accordance with Article V of the
Master Purchase and Sale Agreement,  which is expressly  incorporated  herein by
reference.  The purchase price for any such Acquired Contract shall be an amount
equal to the unpaid  principal  balance of the  Acquired  Contract  plus accrued
interest, less one-half of any unearned discounts.  In addition,  Servicer shall
reimburse Owner for any and all expenses  incurred by Owner with respect to such
Acquired Contract. Upon receipt of the purchase price and any and all additional
funds due Owner as stated herein,  Owner shall promptly  deliver to Servicer the
Contract  File and all other  documentation  related to the  purchased  Acquired
Contract.  Servicer's  obligations  under  this  Section  5  shall  survive  the
termination of this Agreement.


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<PAGE>

         Section 6.  Independent  Contractor.  Any possible  construction of any
other  provisions  of this  Agreement  to the  contrary  notwithstanding,  it is
intended by this  Agreement  that  Owner,  for and during the term  hereof,  has
delegated to Servicer  the right for it and on its behalf,  subject to the terms
and conditions of this Agreement and the Master Purchase and Sale Agreement,  to
service each Acquired  Contract as an independent  contractor with discretion in
the  manner  and means  thereof,  but  subject  to the  specific  covenants  and
agreements of the parties contained in this Agreement and in the Master Purchase
and Sale Agreement.

         Section 7.  Miscellaneous.

         (a)  Amendment.  This  Agreement  may be  amended  from time to time by
Servicer and Owner only by written agreement signed by Servicer and Owner.

         (b)  Disputes.  In the event of a dispute  regarding  the terms of this
Agreement, the breach of any representation or warranty contained herein, or any
matter arising  hereunder,  if Owner and Servicer cannot  otherwise  agree,  the
matter shall be submitted to binding  arbitration  under the Commercial Rules of
the American Arbitration  Association before an independent  qualified expert in
Dallas,  Texas.  Owner and Servicer agree that an arbitrator may, in addition to
any other remedy at law or equity,  award  punitive,  consequential,  or special
damages against a party for any claim, controversy,  or dispute arising under or
in any way relating to this Agreement,  whether arising in equity,  contract, or
tort (including, without limitation, any claim for fraud or negligence).

         (c) Injunctive Relief; Specific Performance.  Notwithstanding the terms
of Section 7(b),  Owner and Servicer  acknowledge  and agree that the failure of
any party to perform its  agreements  and covenants  under this  Agreement  will
cause  irreparable  injury  to the  other  party  for  which  damages,  even  if
available,  will not be an  adequate  remedy.  Accordingly,  each  party  hereby
consents and agrees to the issuance of injunctive  relief by any court of law of
competent  jurisdiction (i) in the event of a dispute regarding the terms of the
Agreement, the breach of any representation,  warranty, or covenant contained in
the Agreement, or any other dispute, controversy, or claim between the Owner and
Servicer  arising  under  or  in  any  way  related  to  the  Agreement  or  the
transactions  contemplated thereby or (ii) to compel performance of such party's
obligations  and to the  granting  by  any  court  of  the  remedy  of  specific
performance of its obligations under this Agreement.

         (d) Remedies. Owner and Servicer agree that (a) all rights and remedies
under this  Agreement  are  cumulative  and that no  election or exercise of any
right or remedy will be deemed an exclusion of any other right or remedy and (b)
unless expressly  stated, no right or remedy under this Agreement will be deemed
a limitation on any other right or remedy.

         (e) Counterparts.  This Agreement may be executed simultaneously in any
number  of  counterparts,  each of which  counterparts  shall be deemed to be an
original,  and all of  such  counterparts  shall  constitute  one  and the  same
Agreement.

         (f) Survival.  The obligations of Servicer under Section 5 hereof shall
survive the termination of this Agreement as to any or all Pools.

         (g) Notices. All demands,  notices, and communications  hereunder shall
be in  writing  and  shall be  deemed  to have  been  duly  given  if  delivered
personally,  delivered by a national  overnight  delivery service,  or mailed by
first class mail,  postage prepaid,  to the addresses set forth on the signature
page of this Agreement.

         (h)  Severability  of Provisions.  If any one or more of the covenants,
agreements, provisions, or terms of this Agreement shall be held invalid for any
reason whatsoever, then such covenants,  agreements,  provisions, or terms shall
be deemed severable from the remaining  covenants,  agreements,  provisions,  or
terms  of  this   Agreement   and  shall  in  no  way  affect  the  validity  or
enforceability of the other provisions of this Agreement.

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<PAGE>

         (i) Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Texas and the obligations,  rights, and remedies of the
parties  hereunder  shall be  determined  in  accordance  with such laws without
giving  effect to the conflict of laws  principles  thereof.  This  Agreement is
performable  in  Dallas  County,  Texas,  which is  proper  venue  for all legal
proceedings.  Each of the parties  hereby  expressly  consents  to the  personal
jurisdiction of the courts of the State of Texas.

         (j) Successor and Assigns. This Agreement shall inure to the benefit of
and be binding  upon  Servicer  and Owner and their  respective  successors  and
assigns; provided,  however, that this Agreement may not be assigned by Servicer
without the prior written consent of Owner.

         (k) Attorneys'  Fees and Costs.  If attorneys'  fees or other costs are
incurred to secure  performance of any  obligations  under the Agreement,  or to
establish  damages  for the breach  thereof  or to obtain any other  appropriate
relief  at  law  or  equity,  whether  by way of  prosecution  or  defense,  the
prevailing  party shall be entitled to recover  reasonable  attorneys'  fees and
costs incurred in connection therewith.

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<PAGE>


         IN WITNESS WHEREOF,  each of the parties has caused its duly authorized
officer or  representative to execute this Agreement on the 12th day of January,
1999, the effective date of this Agreement.

SERVICER:                                      OWNER:
---------                                      -----
AutoCorp Financial Services, Inc.              AutoPrime, Inc.



By:  /S/  Charles Norman                       By: /S/  Thomas A. Hanson
     ----------------------------                  -----------------------------
Title:  President                                  Title:  Director of Marketing
Address:  5949 Sherry Lane, Suite 525              Address: 200 Crescent Court
          Dallas, Texas  75225                              Suite 1900
                                                            Dallas, Texas  75201




STATE OF TEXAS

COUNTY OF DALLAS


         The foregoing  instrument was  acknowledged  before me this 12th day of
January  1999, by Charles  Norman,  President of AutoCorp.  Financial  Services,
Inc., a Texas corporation.



                                                 /S/  Joan M. Simpson
                                                 -------------------------
                                                 Notary Public in and for
                                                 said County and State

My commission expires: 10-16-2001


(SEAL)



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<PAGE>


STATE OF TEXAS

COUNTY OF DALLAS

         The foregoing  instrument was  acknowledged  before me this 12th day of
January,  1999, by Thomas A. Hanson,  Director of Marketing of AutoPrime Inc., a
Delaware corporation.


                                                 /S/  Joan M. Simpson
                                                 ------------------------
                                                 Notary Public in and for
                                                 said County and State
My commission expires: 10-16-2001

(SEAL)



                                      100



<PAGE>


                                    Exhibit C

                                 Servicing Fees

     The  Servicing  Fee for  79.01 is equal to  twenty  percent  (20%) of gross
     amounts collected.

     The  Servicing  Fee for  79.02 is equal to  twenty  percent  (20%) of gross
     amounts collected.

     The  Servicing  Fee for  79.03 is equal to  twenty  percent  (20%) of gross
     amounts collected.

     The  Servicing  Fee for  79.04 is equal to  twenty  percent  (20%) of gross
     amounts collected.

     The  Servicing  Fee for  79.05 is equal to  twenty  percent  (20%) of gross
     amounts collected.

     The  Servicing  Fee for 79.06 is equal to thirteen  percent  (13%) of gross
     amounts collected.

     The  Servicing  Fee for 79.07 is equal to thirteen  percent  (13%) of gross
     amounts collected.

     The  Servicing Fee for 79.08 is equal to ten percent (10%) of gross amounts
     collected.

     The  Servicing Fee for 79.09 is equal to ten percent (10%) of gross amounts
     collected.

     The  Servicing  Fee for 79.10 is equal to thirteen  percent  (13%) of gross
     amounts collected.












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