EXHIBIT 10.19

                            ASSET PURCHASE AGREEMENT
                            ------------------------


         THIS ASSET PURCHASE AGREEMENT,  ("Agreement"), is made and entered into
effective  this 30th day of  December,  1998  (this  "Agreement"),  by and among
AutoCorp Financial Services, Inc., a Texas corporation, and Ace Motor Company, a
Texas corporation (collectively, the "Buyer") and Lenders Auto Resale Centers of
Texas, Inc., an Arizona corporation,  and Lenders Liquidation Centers,  Inc., an
Arizona  corporation,  d/b/a  Lenders  Auto Resale  Centers  (collectively,  the
"Seller").


                                R E C I T A L S:

         Seller is a used automobile dealer in Austin, Travis County, Texas, and
has five (5)  locations  in Austin,  Texas,  three of which are used  automobile
lots,  one of which is a  reconditioning  center  and one of which is a  finance
office. In connection with Seller's business,  Seller is the holder and owner of
(i) automobile retail installment contracts (the "Retail Installment Contracts")
arising from the sale of automobiles from Seller's places of business,  and (ii)
certain  furniture,  fixtures,  software,  good will and  equipment  located  at
Seller's five (5) locations  (the "Personal  Property").  Seller desires to sell
the Retail Installment Contracts and Personal Property, all as more particularly
described on Exhibit "A" attached hereto and incorporated herein  (collectively,
the  "Assets") to Buyer,  and Buyer desires to purchase such Assets from Seller,
on the terms and subject to the conditions set forth in this Agreement.

         Now  therefore,  for  and in  consideration  of the  foregoing  and the
respective representations,  warranties,  covenants, and agreements set forth in
this  Agreement  and other good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the  parties,  intending  to be
legally bound, hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.01  Definitions.      For  purposes of this agreement,  the following
capitalized terms shall have the respective meanings set forth below:

          (1)  Agreement. This Asset Purchase Agreement.

          (2)  Assets. Assets, as used herein, shall include, but not be limited
               to, (i) all Personal Property of Seller whether or not located at
               any of  Seller's  five (5)  locations  located in Austin,  Travis
               County,  Texas (the  "Locations"),  which Personal Property shall
               include all furniture, equipment, computer software and hardware,
               accounts receivable,  notes receivable,  credits,  parts, work in
               process,  records, phone numbers, and Seller's leasehold interest
               in,  to and  under  the  five  (5)  Locations,  (ii)  the  Retail
               Installment  Contracts  and all rights to  receive  monies on and
               after the  Cut-Off  Date,  and (iii) all rights  and  obligations
               under  that  certain  Servicing   Agreement  between  Seller,  as
               Servicer and AutoPrime, as Owner, covering the retail installment
               contracts transferred to AutoPrime by Lipshy Motor Cars, Inc. All
               Assets shall be  transferred  free and clear of all  liabilities,
               claims, liens or encumbrances, which, by execution hereof, Seller
               hereby retains and assumes.

          (3)  Business  Day. Any day other than a Saturday or Sunday,  or a day
               in  which  banking   institutions  in  Texas  are  authorized  or
               obligated by law or executive order to be closed.

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          (4)  Certificate of Title.  The original  Certificate of Title showing
               the correct  name of the owner of the  Vehicle and Obligor  under
               each of the Retail  Installment  Contracts,  naming Seller as the
               first,  prior and sole lienholder with respect to the Vehicle and
               correctly  identifying  the Vehicle  make,  model,  year and VIN,
               together  with all other  information  as required by law or that
               may  be  customary  for  similarly  situated  businesses.  In the
               alternative,  a Certificate  of Title shall refer to the original
               Certificate  of Title  for all  Vehicles  owned or  possessed  by
               Seller as of the Closing  Date which  Certificate  of Title shall
               identify Seller as the sole and  unencumbered  owner of each such
               Vehicle.

          (5)  Closing Date. December 30, 1998.

          (6)  Closing Documents.  The documents required to be delivered on the
               Closing Date pursuant to Article VI of this Agreement.

          (7)  Cut-Off  Date.  November 10, 1998,  which date shall  precede the
               Closing Date.

          (8)  Deleted  Retail  Installment   Contract.   A  Retail  Installment
               Contract  repurchased by Seller in accordance  with the terms and
               conditions set forth in this Agreement.

          (9)  Due Date. The day on which the monthly payment is due on a Retail
               Installment Contract, exclusive of any days of grace or cure.

          (10) Guaranty.  The Unconditioned  Guaranty to be executed by Consumer
               Investment Corporation, a Nevada corporation ("CIC"), at Closing,
               guarantying all of Seller's  obligations  arising hereunder or in
               connection herewith, including, but not limited to, the Note.

          (11) Locations. (i) 6318 Burnet Road, Austin, Texas 78727, (ii) 19,017
               square feet located at Highland  Mall  Shopping  Center,  Austin,
               Texas,  (iii) 5410 Airport  Boulevard,  Austin,  Texas, (iv) 4211
               Willow  Springs  Road,  Austin,  Texas 78745,  and (v) 1025 Cesar
               Chavez, Austin, Texas.

          (12) Monthly Payment. With respect to any Retail Installment Contract,
               the scheduled  combined payment of principal and interest payable
               by the owner of the Vehicle under the Retail Installment Contract
               on each Due Date.

          (13) Note. The  Promissory  Note to be delivered by Seller to Buyer at
               the Closing,  in the original  principal amount of $2,520,919.22,
               bearing  interest at ten percent  (10%) per annum,  and being due
               and payable in accordance with the terms and conditions set forth
               herein.

          (14) Obligor. The purchaser of the subject Vehicle who is obligated to
               make payments under the Retail Installment Contract in accordance
               with the terms and conditions set forth therein.

          (15) Person. An individual,  corporation,  partnership, joint venture,
               association,  limited liability  company,  trust,  unincorporated
               organization  or  any  government  or  any  agency  or  political
               subdivision thereof.

          (16) Repurchase  Price.   With  respect  to  any  Retail   Installment
               Contract,  a price equal to the outstanding  principal balance of
               the  Note,  plus  accrued  interest  at the rate set forth in the
               Retail  Installment  Contract  from  and  including  the Due Date
               through which  interest has been paid on behalf of Obligor to and
               including  the  date  of  repurchase  of the  Retail  Installment
               Contract by Seller.

          (17) Retail  Installment  Contract.   The  written  agreement  between
               Obligor and Seller  governing  the purchase and sale of a Vehicle
               and  the  financing  terms  and  conditions   more   particularly
               described  therein.  Any reference  herein to Retail  Installment
               Contract  shall include the Retail  Installment  Contract and all
               documentation  in the Retail  Installment  Contract  Package  and
               Certificate of Title.

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          (18) Retail Installment Contract Package. Certificate of Title, Retail
               Installment  Contract,  completed  and executed  credit report of
               Vehicle owner  (Obligor),  if available,  credit  application  of
               Obligor, copy of current,  non-expired drivers license of Obligor
               and  certificate  of  insurance of Obligor,  and all  information
               required  to be  identified  on the Retail  Installment  Contract
               Schedule with respect to the subject  Vehicle,  together with any
               additional  instruments  or  documents  as may be  customary  for
               similarly situated businesses.

          (19) Retail  Installment  Contract  Schedule.  The  Schedule of Retail
               Installments  Contracts  to be attached  hereto as Exhibit "A" on
               the Closing Date,  setting forth the following  information  with
               respect to every Retail Installment  Contract:  (1) Seller's loan
               number;  (2) name,  address  and phone  numbers of Obligor  under
               Retail Installment Contract; (3) VIN; (4) make, model and year of
               Vehicle;  (5) original purchase price; (6) down payment; (7) Note
               amount;  (8) the  origination  date and maturity date of the Note
               and  Retail  Installment   Contract;   (9)  monthly  payments  of
               principal and interest under the Note; (10)  outstanding  balance
               on the Note; (11) the date of each month the Note payment is due;
               and (12)  whether  Obligor has been more than  fifteen  (15) days
               delinquent in any of its obligations under the Retail Installment
               Contract.

          (20) Subleases. The Sublease Agreements to be duly executed by Seller,
               Buyer and the Landlord of each  Location and  delivered by Seller
               at or prior to Closing covering each of the Locations.

          (21) UCC Lien Search. A UCC lien search prepared by an entity approved
               by Buyer, at Seller's expense, showing that there are no liens or
               encumbrances   against  any  of  the  Assets  being   transferred
               hereunder.

          (22) Vehicle.  Any automobile or truck secured by a Retail Installment
               Contract executed by an Obligor as of the Closing Date.

          (23) VIN. The vehicle identification number.

                                   ARTICLE II

                               PURCHASE OF ASSETS

         2.01. Purchase of Assets. At the Closing (hereinafter defined),  Seller
agrees to sell,  transfer,  convey and  deliver to Buyer,  all right,  title and
interest in, to and under the Assets,  and Buyer agrees to purchase and take the
Assets, on the terms and subject to the conditions set forth in this Agreement.

         2.02. No Liabilities  Assumed.  Except as otherwise  expressly provided
herein,  Buyer shall not assume or become  responsible  for any  liabilities  of
Seller relating to the Assets or Seller's  business.  Buyer shall not assume any
direct or indirect debts,  obligations,  warranties, or liabilities of Seller or
any  other  person  of  any  nature,  whether  absolute,  accrued,   contingent,
liquidated  or  otherwise,  and  whether  due  or to  become  due,  asserted  or
unasserted, known or unknown.

         2.03.  Seller's Existing  Obligations.  Seller  acknowledges and agrees
that it has been  previously  advanced  all  monies  set  forth on  Exhibit  "D"
attached hereto and incorporated  herein (the "Advanced Funds"),  which Advanced
Funds are due and payable on demand,  which  demand has been made by the persons
that  delivered the Advanced  Funds and Seller also  acknowledges  full recourse
liability on Retail Installment Contracts previously conveyed to AutoPrime, Inc.

         2.04.  Consideration.  The  aggregate  purchase  price  (the  "Purchase
Price") for the Assets shall  consist of the  following,  payable on the Closing
Date:


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                  (a)  Acceptance  by  Buyer of the  Note in the  amount  of the
         Advanced  Funds more  particularly  described  on Exhibit "D"  attached
         hereto in lieu of immediate demand of repayment of the Advanced Funds.

                  (b)  Assumption  of  Seller's  recourse  obligations  owed  to
         AutoPrime, Inc. ("AutoPrime") relating to retail installment contracts,
         having an  aggregate  value of  $3,541,393.63  as of December 28, 1998,
         purchased  by  AutoPrime  from Seller and  predecessors-in-interest  to
         Seller (not  including any  obligations  relating to Lipshy Motor Cars,
         Inc.), all such retail  installment  contracts being more  particularly
         described on Exhibit "E" attached hereto and incorporated herein; and

                  (c) Seller's delivery to Buyer of the Note.

         2.04.  Allocation of Purchase Price. The parties hereto acknowledge and
agree  that the  Purchase  Price  shall be  allocated  among the  Assets for all
purposes  (including  financial,  accounting  and tax purposes) as determined by
Buyer  in  its  sole  and  absolute  discretion.  Further,  the  parties  hereto
acknowledge  and agree that the two Buyers named herein will divide and allocate
the Assets and liabilities being transferred hereunder subsequent to Closing.

         2.05.  Closing.  The closing of the  transactions  contemplated by this
Agreement (the  "Closing") will take place at the office of Buyer (or such other
place as the parties may agree) on the Closing Date or such other date as may be
mutually  agreeable  by Seller and Buyer.  Notwithstanding  the  foregoing,  the
Closing will not take place unless all of the conditions set forth in Article VI
have been satisfied or waived on the Closing Date.

         2.06. Further Assurances.  At or after the Closing, and without further
consideration,  Seller and Buyer  will  execute  and  deliver to each other such
further  instruments  of  conveyance  and  transfer as any party may  reasonably
request in order to more effectively convey and transfer the Assets to Buyer, or
aid and assist the  collecting  and reducing to  possession of any of the Retail
Installment  Contracts and Vehicles and exercising rights with respect to any of
the Retail Installment Contracts, provided that no such instruments will subject
any  party  to any  loss,  cost,  liability,  obligation,  expense,  or risk not
contemplated by this Agreement.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         As an inducement to Buyer to consummate the  transactions  contemplated
by this Agreement,  Seller hereby jointly and severally  represents and warrants
to Buyer as follows:

         3.01. Organization and Qualification. Each Seller is a corporation duly
formed,  validly  existing,  and in good standing under the laws of its state of
incorporation,  has all requisite power and authority to own, lease, and operate
its properties and to carry on its business as it is now being conducted, and is
duly qualified and in good standing to do business in each jurisdiction in which
the nature of the business  conducted  by it or the  ownership or leasing of its
properties makes such qualification necessary.

         3.02.  Authority.  Each Seller has all  requisite  corporate  power and
authority  to  execute  and  deliver  this  Agreement  and the  other  documents
contemplated  by this Agreement (the  "Ancillary  Agreements")  to which it is a
party,  to perform its obligations  hereunder and thereunder,  and to consummate
the transactions  contemplated hereby and thereby. The execution and delivery of
this  Agreement and the Ancillary  Agreements to which Seller is a party and the
consummation by Seller of the transactions  contemplated hereby and thereby have
been duly  authorized by all  necessary  action,  corporate or  otherwise.  This
Agreement and the Ancillary  Agreements have been duly executed and delivered by
Seller and  constitute  the legal,  valid,  and binding  obligations  of Seller,
enforceable in accordance with their respective terms.

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         3.03.  No Conflict; Required Filings and Consents.

                  (a) The  execution  and  delivery  of this  Agreement  and the
         Ancillary  Agreements by Seller does not, and the  consummation  of the
         transactions  contemplated  hereby and thereby  will not,  (i) conflict
         with or violate the  articles of  incorporation,  bylaws,  or any other
         organizational  document  of Seller,  as amended or  restated as of the
         date of this  Agreement;  (ii)  conflict with or violate in any respect
         any federal,  state, foreign, or local law, statute,  ordinance,  rule,
         regulation,  order, judgment, or decree, including, without limitation,
         laws relating to employment discrimination,  fair employment practices,
         fair labor  standards,  equal  employment  opportunity,  individual  or
         collective   employee  rights,  and  occupational   health  and  safety
         (collectively,  the "Laws") applicable to Seller or by which any of its
         properties  is bound or  subject;  or (iii)  result in any breach of or
         constitute  a default (or an event that with notice or lapse of time or
         both would  become a default)  under,  or give to any other  Person any
         rights of termination,  amendment, acceleration, or cancellation of, or
         require  payment  under,  or  result  in  the  creation  of a  lien  or
         encumbrance on any of the  properties or assets of Seller  pursuant to,
         any  note,  bond,  mortgage,  indenture,  contract,  agreement,  lease,
         license, permit,  franchise, or other instrument or obligation to which
         Seller  is a  party  or  by or to  which  Seller  or  any  of  Seller's
         properties is bound or subject.

                  (b) The  execution  and  delivery  of this  Agreement  and the
         Ancillary  Agreements  by  Seller  do  not,  and  consummation  of  the
         transactions  contemplated  hereby and thereby will not, require Seller
         to   obtain   any   consent,   license,   permit,   approval,   waiver,
         authorization,  or order of, or to make any filing with or notification
         to, any  governmental  or  regulatory  authority,  domestic  or foreign
         (collectively, "Governmental Entities").

         3.04.  Permits;  Compliance.  Each  Seller  is  in  possession  of  all
franchise  grants,  authorizations,  licenses,  permits,  easements,  variances,
exemptions,  consents, certificates (including, without limitation,  certificate
of occupancy),  approvals,  and orders  necessary to own, lease, and operate its
properties  and to  carry  on its  business  as it is now  being  conducted  and
currently proposed to be conducted (collectively,  the "Permits"),  and there is
no  action,   proceeding,  or  investigation  pending  or  threatened  regarding
suspension or cancellation of any of Permits.  Seller is not in conflict with or
in default or  violation of (a) any Law  applicable  to Seller or by or to which
any of its  properties  is bound or to which  they may be  subject or (b) any of
Permits.  Seller has not  received  any written  notice with respect to possible
conflicts, defaults, or violations of Laws from any Governmental Entity.

         3.05. Title to Assets. Each Seller has good and marketable title to all
of the  Assets  and owns all of the  Assets  free and clear of any  liabilities,
obligations,  liens,  claims,  security interests or, encumbrances of any nature
(collectively,  "Liens"),  other than statutory liens securing current taxes and
other  obligations that are not yet due and payable.  The execution and delivery
of this  Agreement  and the  Ancillary  Agreements by Seller at the Closing will
convey to and vest in Buyer good and  marketable  title to the Assets,  free and
clear of any Liens or claims whatsoever.

         3.06. Financial  Statements.  Seller has previously delivered to Buyer,
correct,  and complete  copies of (a) the audited  financial  statements of each
Seller as of and for the year ended December 31, 1997,  including balance sheets
and statements of income and cash flow, and (b) the interim financial statements
of Seller as of and for the period ended  _________________,  19__,  including a
balance sheet as of such date and  statements of income and cash flow as of such
dates prepared by an independent certified public accounting firm (collectively,
the "Financial  Statements").  To the best of Seller's knowledge,  the Financial
Statements present fairly, in all material  respects,  the financial position of
Seller at the dates shown and the results of  operations  and cash flows for the
periods  covered in accordance  with generally  accepted  accounting  principles
applied  on  a  consistent  basis.  Seller  has  no  present  knowledge  of  any
liabilities of any sort,  whether absolute or contingent,  due or to become due,
known or unknown,  asserted or unasserted,  which could impair  Seller's  right,
title or interest in, to an under the Assets or Seller's  ability to convey same
hereunder.

         3.07.  Absence  of  Litigation.   There  is  no  claim,  action,  suit,
litigation, proceeding,  arbitration, or investigation of any kind, at law or in
equity (including actions or proceedings seeking injunctive relief),  pending or
threatened against or involving Seller or any of the Assets, or relating to this
Agreement or the transactions  contemplated by this Agreement,  and with respect

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to the Assets or relating to the operation of Seller's  business,  Seller is not
subject to any continuing  order of, consent decree,  settlement  agreement,  or
other  similar  written  agreement  with, or  continuing  investigation  by, any
Governmental Entity, or any judgment, order, writ, injunction,  decree, or award
of  an  Governmental  Entity  or  arbitrator,   including,  without  limitation,
cease-and-desist or other orders.

         3.08.    Taxes.

                  (a) All returns and reports of or with respect to any tax that
         are  required  to be filed by or with  respect  to each  Seller  or its
         business or activities  have been duly and timely  filed.  All items of
         income, gain, loss, deduction, and credit or other items required to be
         included  in  each  such  tax  returns  have  been  included,  and  all
         information  provided  in each such tax  return is true,  correct,  and
         complete.  All taxes that have been or are due have been timely paid in
         full.  Seller is not  subject to  taxation  by any  jurisdiction  where
         Seller does not file tax returns.

                  (b) Seller has timely paid and  delivered  to the  appropriate
         governmental authorities all sales taxes and licensing fees relating to
         the sale of Vehicles to the Obligors pursuant to the Retail Installment
         Contracts and all applicable  laws, rules and regulations or Seller has
         paid all sales tax payments on Vehicles identified in all of the Retail
         Installment  Contracts or has set aside adequate  reserves to pay same,
         and, in this regard,  at the Closing,  Seller shall deliver to Buyer an
         amount  equal to all sales  taxes due or that will become due under the
         Retail  Installment  Contracts  (6.25% x outstanding  balance on Retail
         Installment  Contracts).  Buyer shall be responsible for delivering the
         sales tax payments  becoming due and payable  after the Closing Date to
         the applicable regulatory authorities out of monies delivered by Seller
         to Buyer at Closing  only to the extent of funds  actually  received by
         Buyer from Seller.

                  (c)  There  are  no  pending  audits,  actions,   proceedings,
         investigations,  disputes,  or claims with respect to or against Seller
         for or  with  respect  to any  taxes;  no  assessment,  deficiency,  or
         adjustment has been assessed or proposed with respect to any tax return
         of or with respect to Seller; and there is no reasonable basis on which
         any claim for material taxes can be asserted against Seller.
         None of Seller's tax returns has been audited by any taxing authority.

                  (d) To the best of  Seller's  knowledge,  except for  inchoate
         statutory liens for current taxes not yet due, no liens for taxes exist
         upon the assets of Seller.

         3.09. Brokers;  Other Transactions.  Seller will be responsible for the
payment of any brokerage,  finder's,  or other fees or  commissions  incurred in
connection  with the  transactions  contemplated by this Agreement or based upon
arrangements  made by or on behalf of Seller.  Seller represents and warrants to
Buyer that it is not party or subject  to any actual or  prospective  agreement,
arrangement,  or understanding,  written or oral, express or implied,  involving
any transaction  that is inconsistent  with their execution and delivery of this
Agreement.

         3.10.  Environmental Matters. The Assets,  operations and activities of
Seller with respect to such Assets and Seller's business, comply currently with,
and have at all times  complied  with,  all  applicable  Environmental  Laws (as
defined  below).  Seller (or its properties or operations) is not subject to any
existing, pending, or threatened action, suit, claim, investigation, inquiry, or
proceeding by or before any  Governmental  Entity under any  Environmental  Law.
There  are  no  physical  or  environmental  conditions  existing  on any of the
Locations or resulting from Seller's operations or activities  thereon,  past or
present,  at any  location,  that  would give rise to any  on-site  or  off-site
remedial  obligations or other liabilities  imposed under any Environmental Laws
or that would affect the soil,  groundwater,  surface  water,  or human  health.
There has been no exposure of any Person or property to hazardous  substances or
any  pollutant  or  contaminant,  nor has there been any  release  of  hazardous
substances or any pollutant or contaminant into the environment, by Seller or in
connection with Seller's business at the Locations.

         For purposes of this Agreement, the term "Environmental Laws" means any
and all  laws,  statutes,  ordinances,  rules,  regulations,  or  orders  of any

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Governmental Entity pertaining to health or the environment  currently in effect
in any and all jurisdictions in which Seller owns property or conducts business,
including  without  limitation,  the  Comprehensive   Environmental,   Response,
Compensation,  and  Liability Act of 1980  ("CERCLA")  as amended;  the Resource
Conservation  and  Recovery  Act of 1976  ("RCRA"),  as amended;  any state laws
implementing   the  foregoing   federal  laws;   and  all  other   environmental
conservation  or  protection  laws.  For purposes of this  Agreement,  the terms
"hazardous  substance" and "release"  have the meanings  specified in CERCLA and
RCRA,  and the term  "disposal"  has the meaning  specified  in RCRA;  provided,
however,  that to the  extent the laws of the state in which the  Locations  are
located establish a meaning for "hazardous  substance," "release," or "disposal"
that is broader  than that  specified  in either  CERCLA or RCRA,  such  broader
meaning will apply.

         3.11.  Retail  Installment  Contracts.  As to each  Retail  Installment
Contract  secured by first priority  liens on Vehicles,  each Seller jointly and
severally represents and warrants that:

          (a) the  Retail  Installment  Contract  is in form  and  substance  in
     compliance with all applicable governmental requirements;

          (b) the Retail Installment Contract is the only instrument executed by
     Seller for the  purchase of the Vehicle  described  therein and is and will
     continue to be free from defenses, offsets and counterclaims;

          (c) all statements  contained in each Retail Installment  Contract are
     true and correct and the unpaid balance as shown therein and on Exhibit "A"
     attached hereto is correct;

          (d) any down payment in any Retail Installment  Contract has been made
     in cash  and not its  equivalent  unless  otherwise  stated  in the  Retail
     Installment Contract;

          (e) no part of the down payment  described  in any Retail  Installment
     Contract  and  reflected  as paid has been  loaned  or  given  directly  or
     indirectly by Seller to Obligor on the Retail Installment Contract;

          (f) the financed Vehicle described in the Retail Installment  Contract
     has been delivered;

          (g) each  sale  evidenced  by said  Retail  Installment  Contract  was
     completed in accordance with all governmental  requirements  affecting such
     sale, including,  but not limited to, the Federal Truth-in-Lending Act, the
     Magnuson and Moss Warranty  Federal Trade  Commission  Improvement  Act and
     Warrant Act,  Federal  Equal  Credit  Opportunity  Act,  The Federal  Trade
     Commission  Act,  and all  applicable  state  and  local  laws,  rules  and
     regulations;

          (h) all required  disclosures to the Obligor on the Retail Installment
     Contract were made in accordance with all governmental requirements;

          (i) the  Obligor in each  Retail  Installment  Contract  had the legal
     capacity to enter into said Retail Installment Contract;

          (j) the names and signatures on each Retail  Installment  Contract are
     not forged, fictitious or assumed and are true and correct;

          (k) each  Retail  Installment  Contract  is valid,  binding  and fully
     enforceable in the jurisdiction in which it was executed;

          (l) no payment  under any Retail  Installment  Contract is past due by
     fifteen (15) days or more and all Retail  Installment  Contracts  have been
     paid current through and until the Cut-Off Date and the Closing Date;

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<PAGE>


          (m) all  information in the Retail  Installment  Contract  Packages is
     complete, true and correct;

          (n)  all  Retail  Installment   Contracts  are  fully  enforceable  in
     accordance with the terms and conditions set forth therein;

          (o) there  are no other  liens  effecting  the  Vehicles  that are the
     collateral under the Retail Installment  Contracts other than the first and
     prior lien of Seller as evidenced on the Certificate of Title;

          (p) no Obligor has filed for  bankruptcy or protection  from creditors
     prior  to or  following  the  date  of  each  Obligor's  respective  Retail
     Installment Contract; and

          (q) there is no fact or circumstance,  whether known or unknown,  that
     would  impair  the value of the  Retail  Installment  Contracts  or Buyer's
     ability to sell,  transfer  or  dispose  of same for value in the  ordinary
     course of business.

         3.12.   Effective  Dates  of   Representations   and  Warranties.   All
representations  and  warranties  shall  be  deemed  to be  effective  as of the
effective date hereof,  the Cut-Off Date and the Closing Date.  Seller covenants
and agrees to use its best efforts to supplement  all  information  delivered to
Buyer, including, but not limited to, all information, documents and instruments
included in the Retail Installment Contract Packages,  if any of the information
relating to these  representations  and warranties  becomes untrue or inaccurate
subsequent to the effective date of this Agreement.

         3.13. Survival; Remedies. All representations and warranties made in or
pursuant  to this  Agreement  are joint and  several as to each  Seller and will
survive the execution and delivery of this Agreement and the consummation of the
transactions  contemplated  hereby for a period of two (2) years  following  the
Closing Date. All statements and information contained in any Retail Installment
Contract Package, schedules,  exhibits,  certificate, or other writing delivered
in  connection   with  this  Agreement  or  the  Ancillary   Agreements  or  the
transactions  contemplated  by this Agreement or the Ancillary  Agreements  will
constitute representations and warranties of Seller under this Agreement. Seller
agrees  that  Buyer  will  have  no  duty,  express  or  implied,  to  make  any
investigation of any  representation  or warranty made by Seller or contained in
any Retail Installment  Contract Package,  and that no failure to so investigate
will be considered negligent or unreasonable.  All remedies under this Agreement
will be cumulative and not exclusive.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

         Buyer hereby represents and warrants to Seller as follows:

         4.01. Organization. Each Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of the state of its incorporation,
and  is  duly  qualified  to  do  business  as a  foreign  corporation  in  each
jurisdiction  in which the failure to be so qualified  would affect the validity
or enforceability of this Agreement.

         4.02.  Authority.  Each  Buyer has all  requisite  corporate  power and
authority to execute and deliver this Agreement and the Ancillary  Agreements to
which it is a party, to perform its obligations hereunder and thereunder, and to
consummate the transactions  contemplated hereby and thereby.  The execution and
delivery of this  Agreement and the Ancillary  Agreements to which it is a party
by Buyer and the consummation by Buyer of the transactions  contemplated  hereby
and thereby have been duly authorized by all necessary  corporate  action and no
other  corporate  proceedings  on the  part of any of  Buyer  are  necessary  to
authorize this Agreement and the Ancillary  Agreements to which it is a party or
to consummate the transactions  contemplated hereby and thereby.  This Agreement
and the Ancillary Agreements have been duly executed and delivered by Buyer and,
assuming the due  authorization,  execution,  and delivery of this Agreement and
the Ancillary  Agreements by Seller,  constitute the legal,  valid,  and binding
obligations of the Buyer, enforceable in accordance with their respective terms.

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<PAGE>



                                    ARTICLE V

                 INDEMNIFICATION; SELLER'S REPURCHASE OBLIGATION

         5.01.  Indemnification  of Buyer.  Seller will  jointly  and  severally
indemnify  and  hold  Buyer,  its  subsidiaries  and its  respective  directors,
officers,  employees,  and agents  (collectively,  the "Buyer Parties") harmless
from any and all claims, losses, liabilities, and expenses that Buyer may suffer
or incur as a result of or  relating to the breach or  inaccuracy  of any of the
representations,  warranties,  covenants,  or agreements  made by Seller in this
Agreement or pursuant to the Ancillary Agreements.

         5.02.  Indemnification of Seller.  Buyer will indemnify and hold Seller
harmless  from any and all claims,  losses,  liabilities,  and expenses that any
Seller  may  suffer  or  incur as a  result  of or  relating  to the  breach  or
inaccuracy,  or any alleged breach or inaccuracy, of any of the representations,
warranties,  covenants,  or  agreements  made by the Buyer in this  Agreement or
pursuant to the Ancillary Agreements.

         5.03. Notice. Any party entitled to receive  indemnification under this
Article V (the "Indemnified  Party") agrees to give prompt written notice to the
party or parties  required to provide such  indemnification  (the  "Indemnifying
Parties") upon the occurrence of any indemnifiable claim or the assertion of any
claim or the commencement of any action or proceeding in respect of which such a
claim may reasonably be expected to occur (a "Loss Claim"),  but the Indemnified
Party's  failure to give such  notice  will not affect  the  obligations  of the
Indemnifying  Party  under  this  Article  V  except  to  the  extent  that  the
Indemnifying  Party is  materially  prejudiced  thereby  and will not affect the
Indemnifying  Party's  obligations  or  liabilities  otherwise  than  under this
Article V. Such written notice will set forth a reference to the event or events
forming the basis of such Loss or Loss Claim and the estimated  amount involved,
unless such amount is uncertain or  contingent,  in which event the  Indemnified
Party will give a later written notice when the amount becomes fixed.

         5.04.  Repurchase   Obligation.   Notwithstanding  the  indemnification
obligation  of Seller  described  in  Section  5.01  above,  in the event  Buyer
discovers  that  any  of  the  representations  and  warranties  of  Seller  are
inaccurate  or there has been any fraud by Seller  with  respect to the  Assets,
including  any one or more of the  Retail  Installment  Contracts,  Buyer  shall
notify the Seller of such discovery and Seller shall have the period of five (5)
days of the discovery of any breach of a representation or warranty or existence
of fraud by Seller with respect to the Assets,  including the Retail Installment
Contracts, to use its best efforts to cure such breach or fraud by Seller in all
respects  and, if such breach or fraud cannot be cured,  the Seller  immediately
shall  repurchase  such  Retail  Installment  Contract at the  Repurchase  Price
defined in Section  1.01 above.  Upon the  delivery of the  Repurchase  Price by
Seller to Buyer,  Seller shall promptly deliver the Retail Installment  Contract
Package to Seller at the address set forth herein.  The amount of the Repurchase
Price  shall be  delivered  by Seller to Buyer in the form of wire  transfer  or
cashier's  check within one (1) Business Day from the expiration of the five (5)
day cure period described above in this Section 5.04. Upon such repurchase,  any
such Retail  Installment  Contract shall be deemed a Deleted Retail  Installment
Contract  and Exhibit  "A"  attached  hereto and  incorporated  herein  shall be
modified accordingly.


                                   ARTICLE VI

                               CLOSING CONDITIONS

         6.01.  (a)      Conditions  to  Closing.  The  obligations  of Buyer to
purchase  the  Retail   Installment   Contracts  and  to  consummate  the  other
transactions  contemplated by this Agreement are subject to the  satisfaction at
or prior to the Closing Date of the  following  conditions,  any or all of which
may be waived in writing in the sole and absolute  discretion of Buyer, in whole
or in part:

                  (i)  Each of the  representations  and  warranties  of  Seller
         contained  in  this  Agreement  and  all  instruments  and  information
         contained in the Retail  Installment  Contract  Packages and the Retail

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<PAGE>

         Installment Contract Schedule must be true, complete and correct in all
         respects as of the Cut-Off  Date and Closing Date as though made on and
         as of such dates.

                  (ii)  Seller  must  have   performed  and  complied  with  all
         agreements and covenants required by this Agreement to be performed and
         complied with by Seller on or prior to the Closing Date.

                  (iii) There must be no pending or threatened litigation in any
         court or any proceeding  before or by any  governmental  entity against
         Seller or Buyer to  restrain  or  prohibit  or obtain  damages or other
         relief with respect to this  Agreement or the  Ancillary  Agreements or
         the consummation of the transactions  contemplated by this Agreement or
         the Ancillary Agreements.

                  (iv) Buyer shall have  received  the UCC Lien  Search  showing
         that there are no claims or liens against the Assets being  transferred
         hereunder.

                  (v) Seller  shall have  delivered  to Buyer  originals  of all
         Retail   Installment   Contract  Packages   identified  on  the  Retail
         Installment  Contract  Schedule and all  Certificates  of Title for the
         Vehicles  being  transferred  from  Seller to Buyer,  and same shall be
         true,  accurate  and complete as of the Closing  Date,  and Buyer shall
         have an  adequate  amount  of  time to  review  all  such  information;
         provided  that Buyer shall have no  obligation to do so and Buyer shall
         be entitled to rely solely on Seller's representations,  warranties and
         covenants set forth herein.

         6.02.    Closing Deliveries.

               (a)  At the Closing, Seller shall deliver to Buyer the following:

                    (i) an executed Bill of Sale  conveying the Assets to Buyer,
               substantially in the form of Exhibit "B" attached hereto;

                    (ii) an  originally  executed  (by Seller)  Allonge for each
               Retail  Installment  Contract  to  be  attached  to  each  Retail
               Installment  Contract  substantially  in the form of Exhibit  "C"
               attached hereto incorporated herein;

                    (iii) certified authorizing resolutions of Seller's Board of
               Directors and  shareholders  authorizing the  consummation of the
               transactions contemplated hereby (the "Resolutions");

                    (iv)  endorsed   Certificates  of  Title   transferring  the
               Vehicles to Buyer;

                    (v) the executed Subleases;

                    (vi) the Note;

                    (vii) the Unconditional Guaranty of CIC; and

                    (viii) the  amount of funds  necessary  to satisfy  Seller's
               sales tax obligations under the Retail  Installment  Contracts as
               more particularly described in Section 3.08(b).

               (b)  At the Closing, Buyer shall deliver to Seller the following:

                    (i) Seller  acknowledges  prior  delivery and receipt of the
               Advanced Funds; and

                    (ii) Buyer shall assume  Seller's  recourse  obligations  to
               AutoPrime as more particularly  described on Exhibit "E" attached
               hereto.

                                      160

<PAGE>


         6.03. Termination of Employees by Seller.  Prior to the Closing, Seller
shall terminate all employees,  independent contractors,  and service contracts.
Buyer shall be entitled to hire any such  persons or no such persons in its sole
and absolute discretion.

         6.04.  Post-Closing  Matters.  From and after  the  Cut-Off  Date,  all
payments on the Retail Installment Contracts received by Seller shall be held in
trust for the  benefit of Buyer and Seller  shall  immediately  deliver all such
amounts to Buyer at the address set forth  herein.  In the event Buyer  receives
payments under the Retail  Installment  Contracts made payable to Seller,  Buyer
shall be  permitted  to endorse all such  payments  for the benefit of and to be
deposited by Buyer.  Seller hereby covenants and agrees to promptly assist Buyer
in notifying all Obligors under the Retail Installment Contracts of the purchase
and sale contemplated by this Agreement.

         6.05.  Power of  Attorney.  By  execution  hereof,  with respect to the
Retail  Installment  Contracts  and the Vehicles  being  transferred  hereunder,
Seller hereby makes,  constitutes and appoints Buyer, and Buyer's successors and
assigns,  with full power of substitution and  resubstitution,  as Seller's true
and lawful attorney-in-fact for Seller and in Seller's name, place and stead for
Buyer's use and benefit, to sign, endorse, execute, certify, acknowledge,  swear
to, file, and record all instruments,  checks,  money orders,  cashier's checks,
Certificates  of  Title,  assignments  and  documents  as  may be  necessary  to
effectuate the consummation of the transactions  contemplated by this Agreement,
including, but not limited to, effectuating the receipt by Buyer of all payments
under the Retail  Installment  Contracts  arising or accruing from and after the
Cut-Off Date.

         6.06.  Resignation  of William O.  Merritt  and  Dennis W.  Miller.  By
execution hereof, William O. Merritt and Dennis W. Miller hereby resign from any
and all  positions as officers  directors  and  employees of AutoCorp  Equities,
Inc., except that William O. Merritt shall continue as a director.

                                   ARTICLE VII

                                  MISCELLANEOUS

         7.01.  Notices.  All notices that are required or may be given pursuant
to this Agreement must be in writing and delivered  personally,  by a recognized
courier service,  by a recognized  overnight delivery service, by telecopy or by
registered or certified mail,  postage prepaid,  to the parties at the following
addresses (or to the attention of such other person or such other address as any
party may provide to the other parties by notice in accordance with this Section
7.01) in accordance with the following:

                  If to Buyer:

                           AutoCorp Financial Services, Inc.
                           Ace Motor Company
                           5949 Sherry Lane, Suite 525
                           Dallas, Texas 75225
                           Attention:  Mr. Charles Norman, President
                           Telecopy:   (214) 378-8292

                  with a copy to:

                           Creel, Sussman & Moore, L.L.P.
                           5949 Sherry lane, Suite 525
                           Dallas, Texas 75225
                           Attn:  Ronald L. Sussman
                           Telecopy:  (214) 378-8290


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<PAGE>

                  If to Seller:

                           Lenders Auto Resale Centers of Texas, Inc.
                           Lenders Liquidation Centers, Inc.
                           d/b/a Lenders Auto Resale Centers


                           Attn: William O.  Merritt
                           Telecopy: (_____)

Any such  notice or other  communication  will be deemed to have been  given and
received  (whether  actually  received  or  not)  on the  day  it is  personally
delivered  or  delivered  by courier or  overnight  delivery  service or sent by
telecopy or, if mailed, when actually received.

         7.02.  Attorneys= Fees and Costs. If attorneys= fees or other costs are
incurred to secure  performance of any obligations  under this Agreement,  or to
establish  damages  for the breach  thereof  or to obtain any other  appropriate
relief,  whether by way of prosecution or defense,  the prevailing party will be
entitled to recover reasonable  attorneys= fees and costs incurred in connection
therewith.

         7.03.  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts for the convenience of the parties to this Agreement, each of which
shall be deemed an original and all of which  together will  constitute  one and
the same instrument.

         7.04.  Assignment.  Neither  this  Agreement  nor  any of  the  rights,
interests or  obligations  under this Agreement will be assigned or delegated by
any party,  without the prior written  consent of the other  parties;  provided,
that Buyer may assign its rights and  obligations  under this  Agreement  to any
affiliate of or  successor-in-interest  to Buyer. This Agreement is not intended
to confer any rights or  benefits  to any Person  other than the parties to this
Agreement.

         7.05.  Entire  Agreement.  This  Agreement  and the  related  documents
contained as Exhibits and Schedules to this Agreement or expressly  contemplated
by this Agreement  contain the entire  understanding  of the parties relating to
the  subject  matter  hereof  and  supersede  all prior  written or oral and all
contemporaneous  oral  agreements  and  understandings  relating  to the subject
matter hereof.  This  Agreement  cannot be modified or amended except in writing
signed by the party  against  whom  enforcement  is  sought.  The  Exhibits  and
Schedules to this Agreement are hereby incorporated by reference into and made a
part of this Agreement for all purposes.

         7.06.  Governing Law;  Venue;  Jurisdiction.  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, AND VENUE FOR RESOLUTION
OF ANY DISPUTE ARISING HEREUNDER OR IN CONNECTION HEREWITH SHALL LIE EXCLUSIVELY
IN DALLAS COUNTY,  TEXAS. EACH OF THE PARTIES EXPRESSLY CONSENTS TO THE PERSONAL
JURISDICTION OF THE COURTS OF THE STATE OF TEXAS.


         IN WITNESS  WHEREOF,  each of the parties to this  Agreement has caused
this  Agreement  to be executed as of the date and year first  written  above by
their respective officers thereunto duly authorized.


                                     Buyer:
                                     -----
                                     AUTOCORP FINANCIAL SERVICES, INC.,
                                     a Texas corporation



                                      162

<PAGE>


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




                                     ACE MOTOR COMPANY, a Texas corporation



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


Seller:
------

LENDERS LIQUIDATION CENTERS, INC.,
an Arizona corporation, d/b/a
Lenders Auto Resale Centers


By:      /s/ William O. Merritt
         ------------------------------
         William O.  Merritt, President



LENDERS AUTO RESALE CENTERS OF
TEXAS, INC., an Arizona corporation



By:      /s/ William O. Merritt
         -----------------------------
         William O. Merritt, President



/s/ William O. Merritt
---------------------------------
William O. Merritt, an individual


/s/ Dennis Miller
---------------------------------
Dennis Miller, an individual



                                      163