EXHIBIT 10.18

                          COMMERCIAL SECURITY AGREEMENT

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    Principal        Loan Date        Maturity        Loan Number       Initials
  $1,000,000.00      6-17-99          1-17-99          102
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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.
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THIS  COMMERCIAL  SECURITY  AGREEMENT  is entered  into among ACE MOTOR  COMPANY
(Formerly  known as  Suburba  Acquisition  Company,  Inc.,  dba ACE  Motor  Co.)
(referred to below as "Borrower" and "Grantor");  and AUTOPRIME,  INC. (referred
to below as "Lender").  For valuable  consideration,  Grantor grants to Lender a
security  interest in the Collateral to secure the  Indebtedness and agrees that
Lender  shall  have the  rights  stated in this  Agreement  with  respect to the
collateral, in addition to all other rights which Lender may have by law.

DEFINITIONS.  The following words shall have the following meanings when used in
this  Agreement.  Terms not otherwise  defined in this Agreement  shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar  amounts  shall mean amounts in lawful  money of the United  States of
America.

         Agreement.   The  word  "Agreement"  means  this  Commercial   Security
         Agreement,  as this  Commercial  Security  Agreement  may be amended or
         modified  from time to time,  together  with all exhibits and schedules
         attached to this Commercial Security Agreement from time to time.

         Borrower.  The word "Borrower" means each  and every  person or  entity
         signing  the  note,  including  without  limitation  ACE Motor  Company
         (formerly known as Suburba Acquisition Company, Inc. d/b/a ACE Motor
         Co.)

         Collateral.   The  word  "Collateral"  means  the  following  described
         property of Grantor,  whether now owned or hereafter acquired,  whether
         now existing or hereafter arising, and wherever located:

         All inventory and equipment,  together with the following  specifically
         described   property:   all  Borrower's   inventory  of  new  and  used
         automobiles,  including  all  parts and  accessories  now  existing  or
         hereafter  acquired,  together with all  substitutes  and  replacements
         thereof, all accessions,  attachments,  parts,  equipment and additions
         now or hereafter affixed thereto or used in connection  therewith,  and
         all similar property hereafter  acquired by debtor,  including any such
         goods as may be leased or held for leasing,  together  with any and all
         proceeds  arising  from the sale,  lease or other  disposition  of said
         property,  and all returned,  refused and repossessed goods, all monies
         received  from  manufacturers  by way of credits,  refunds or otherwise
         with respect to Collateral, and all proceed thereof.

         In addition, the word "Collateral" includes all the following,  whether
         now owned or  hereafter  acquired,  whether now  existing or  hereafter
         arising, and wherever located:

               (d)  All  attachments,  accessions,  accessories,  tools,  parts,
                    supplies,  increases,  and additions to and all replacements
                    of and substitutions for any property described above.

               (e)  All products and produce of any of the property described in
                    this Collateral section.

               (f)  All  accounts,  general  intangibles,   instruments,  rents,
                    monies,  payments,  and all other  rights,  arising out of a
                    sale,  lease,  or other  disposition  of any of the property
                    described in this Collateral section.
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               (f)  All proceeds  (including  insurance proceeds) from the sale,
                    destruction,  loss,  or  other  disposition  of  any  of the
                    property described in this Collateral section.

               (g)  All  records  and  data  relating  to any  of  the  property
                    described in this Collateral section, whether in the form of
                    a writing, photograph,  microfilm, microfiche, or electronic
                    media,  together  with all of Grantor's  right,  title,  and
                    interest  in  and  to  all  computer  software  required  to
                    utilize,  create,  maintain, and process any such records or
                    data on electronic media.

         Event of Default. The words "Event of Default" mean and include without
         limitation any of the Events of Default set forth below in the  section
         titled "Events of Default."

         Grantor.  The word "Grantor" means ACE Motor Company (formerly known as
         Suburba Acquisition Company, Inc. d/b/a ACE Motor Co.) Any Grantor, who
         signs  this  Agreement,  but does not sign the Note,  is  signing  this
         Agreement  only to grant a security  interest in Grantor's  interest in
         the  Collateral to Lender and is not  personally  liable under the Note
         except  as  otherwise  provided  by  contract  or law  (e.g.,  personal
         liability under a guaranty or as a surety.)

         Guarantor.  The word "Guarantor" means and includes  without limitation
         each and all of the guarantors, sureties, and accommodation parties  in
         connection with the indebtedness.

         Indebtedness.  The word "Indebtedness" means the indebtedness evidenced
         by the Note, including all principal and earned interest, together with
         all other  indebtedness  and costs and  expenses  for which  Grantor or
         Borrower  is  responsible  under  this  Agreement  or under  any of the
         Related Documents.  In addition,  the word "Indebtedness"  includes all
         other  obligations,  debts and liabilities,  plus interest thereon,  of
         Borrower,  or any one or more of them, to Lender, as well as all claims
         by  Lender  against  Borrower,  or any  one or more  of  them,  whether
         existing now or later;  whether they are voluntary or involuntary,  due
         or not due, direct or indirect,  absolute or contingent,  liquidated or
         unliquidated;  whether  Borrower may be liable  individually or jointly
         with others;  whether  Borrower may be obligated as guarantor,  surety,
         accommodation party or otherwise.

         Lender.  The  word "Lender"  means  AUTOPRIME, INC., its successors and
         assigns.

         Note. The word "Note" means the note or credit agreement dated June 17,
         1999, in the principal amount of $1,000,000.00 from Borrower to Lender,
         together  with  all  renewals  of,  extensions  of,  modifications  of,
         refinancings of,  consolidations  of and  substitutions for the note or
         credit agreement.

         Related  Documents.  The words  "Related  Documents"  mean and  include
         without  limitation  all  promissory  notes,  credit  agreements,  loan
         agreements,  environmental  agreements,  deeds of trust,  and all other
         instruments,  agreements, documents, whether now or hereafter existing,
         executed in connection with the Indebtedness.

BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this
Agreement or by  applicable  law, (a) Borrower  agrees that Lender need not tell

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Borrower  about any action or  inaction  Lender  takes in  connection  with this
Agreement;  (b)  Borrower  assumes  the  responsibility  for being  and  keeping
informed  about the  Collateral;  and (c) Borrower  waives any defenses that may
arise because of any action or inaction of Lender,  including without limitation
any failure of Lender to realize upon the  collateral  or any delay by Lender in
realizing upon the  Collateral;  and Borrower  agrees to remain liable under the
Note no matter what action Lender takes or fails to take under this Agreement.

GRANTOR'S  REPRESENTATIONS  AND  WARRANTIES.  Grantor  warrants  that:  (a) this
Agreement  is executed at  Borrower's  request and not at the request of Lender;
(b) Grantor has the full right, power and authority to enter into this Agreement
and to pledge the  Collateral to Lender;  (c) Grantor has  established  adequate
means of  obtaining  from  Borrower  on a  continuing  basis  information  about
Borrower's  financial  condition;  and (d) Lender has made no  representation to
Grantor about Borrower or Borrower's creditworthiness.

GRANTOR'S  WAIVERS.  Grantor waives all  requirements of  presentment,  protest,
demand, and notice of dishonor or non-payment to Grantor, Borrower, or any other
party to the indebtedness or the Collateral.  Lender may do any of the following
with respect to any  obligation  of any Borrower,  without  first  obtaining the
consent of Grantor:  (a) grant any extension of time for any payment,  (b) grant
any renewal, (c) permit any modification of payment terms or other terms, or (d)
exchange or release any Collateral or other security.  No such act or failure to
act shall affect Lender's rights against Grantor or the Collateral.

If now or  hereafter  (a)  Borrower  shall be or become  insolvent,  and (b) the
Indebtedness  shall not at all times until paid be fully  secured by  collateral
pledged by Borrower,  Grantor hereby forever waives and relinquishes in favor of
Lender and  Borrower,  and their  respective  successors,  any claim or right to
payment Grantor may now have or hereafter have or acquire against  Borrower,  by
subrogation  or  otherwise,  so that at no time  shall  Grantor  be or  become a
"creditor" of Borrower within the meaning of 11 U.S.C.  section  547(b),  or any
successor provision of the Federal bankruptcy laws.

Grantor  authorizes Lender, to the extent permitted by applicable law, to charge
or  setoff  all  Indebtedness  against  any and all  funds  held by  Lender  for
Grantor's account.

OBLIGATIONS OF GRANTOR.  Grantor warrants and covenants to Lender as follows:

         Perfection  of  Security  Interest.  Grantor  agrees  to  execute  such
         financing  statements  and to take whatever other actions are requested
         by Lender to perfect and  continue  Lender's  security  interest in the
         Collateral.  Upon request of Lender, Grantor will deliver to Lender any
         and all of the documents evidencing or constituting the Collateral, and
         Grantor will note  Lender's  interest upon any and all chattel paper if
         not  delivered  to Lender  for  possession  by Lender.  Grantor  hereby
         appoints Lender as its irrevocable  attorney-in-fact for the purpose of
         executing  any  documents  necessary  to  perfect  or to  continue  the
         security  interest  granted in this Agreement.  Lender may at any time,
         and  without  further   authorization  from  Grantor,  file  a  carbon,
         photographic  or other  reproduction  of any financing  statement or of

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         this Agreement for use as a financing statement. Grantor will reimburse
         Lender for all expenses for the perfection and the  continuation of the
         perfection of Lender's  security  interest in the  Collateral.  Grantor
         promptly  will  notify  Lender  before  any  change in  Grantor's  name
         including any change to the assumed business names of Grantor.  This is
         a continuing Security Agreement and will continue in effect even though
         all or any part of the Indebtedness is paid in full and even though for
         a period of time Borrower may not be indebted to Lender.

         No Violation.  The execution  and delivery of this  Agreement  will not
         violate any law or agreement governing Grantor or to which Grantor is a
         party,  and its  partnership  agreement  does not  prohibit any term or
         condition of this Agreement.

         Enforceability of Collateral.  To the extent the Collateral consists of
         accounts,  chattel  paper,  or general  intangibles,  the Collateral is
         enforceable in accordance with its terms, is genuine, and complies with
         applicable laws concerning form,  content and manner of preparation and
         execution,  and all persons appearing to be obligated on the Collateral
         have  authority  and capacity to contract and are in fact  obligated as
         they appear to be on the Collateral.

         Location  of the  Collateral.  Grantor,  upon  request of Lender,  will
         deliver in form  satisfactory  to Lender a schedule of real  properties
         and Collateral  locations relating to Grantor's  operations,  including
         without limitation the following:  (a) all real property owned or being
         purchased by Grantor;  (b) all real property  being rented or leased by
         Grantor; (c) all storage facilities owned, rented, leased or being used
         by Grantor;  and (d) all other properties where Collateral is or may be
         located.  Except in the ordinary course of its business,  Grantor shall
         not remove the Collateral from its existing locations without the prior
         written consent of Lender.

         Removal of  Collateral.  Grantor shall keep the  Collateral  (or to the
         extent the Collateral consists of intangible property such as accounts,
         the records  concerning  the  Collateral)  at Grantor's  address  shown
         above, or at such other  locations as are acceptable to Lender.  Except
         in the  ordinary  course  of  its  business,  including  the  sales  of
         inventory,  Grantor shall not remove the  Collateral  from its existing
         locations  without the prior written  consent of Lender.  To the extent
         that the  Collateral  consists of vehicles,  or other titled  property,
         Grantor  shall  not take or  permit  any  action  which  would  require
         application  for  certificates  of title for the  vehicles  outside the
         State of Texas, without the prior written consent of Lender.

         Transactions  Involving  Collateral.   Except  for  inventory  sold  or
         accounts  collected  in the  ordinary  course  of  Grantor's  business,
         Grantor shall not sell, offer to sell, or otherwise transfer or dispose
         of  the  Collateral.  While  Grantor  is  not  in  default  under  this
         Agreement,  Grantor may sell inventory, but only in the ordinary course
         of its  business  and  only to  buyers  who  qualify  as a buyer in the
         ordinary course of business. A sale in the ordinary course of Grantor's
         business  does not include a transfer in partial or total  satisfaction
         of a debt  or any  bulk  sale.  Grantor  shall  not  pledge,  mortgage,
         encumber or otherwise  permit the Collateral to be subject to any lien,

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         security  interest,  encumbrance,  or charge,  other than the  security
         interest  provided  for in this  Agreement,  without the prior  written
         consent of Lender.  This includes security  interests even if junior in
         right to the security  interests  granted under this Agreement.  Unless
         waived by Lender,  all proceeds from any  disposition of the Collateral
         (for  whatever  reason) shall be held in trust for Lender and shall not
         be commingled with any other funds; provided, however, this requirement
         shall  not   constitute   consent  by  Lender  to  any  sale  or  other
         disposition.  Upon receipt,  Grantor shall immediately deliver any such
         proceeds for Lender.

         Title. Grantor represents and warrants to Lender that it holds good and
         marketable  title to the  Collateral,  free and  clear of all liens and
         encumbrances  except  for  the  lien of this  Agreement.  No  financing
         statement  covering  any of the  Collateral  is on file  in any  public
         office other than those which reflect the security  interest created by
         this  Agreement or to which Lender has  specifically  consent.  Grantor
         shall defend Lender's  rights in the Collateral  against the claims and
         demands of all other persons.

         Collateral Schedules and Locations.  Insofar as the Collateral consists
         of inventory and equipment,  Grantor shall deliver to Lender,  as often
         as Lender shall require, such lists, descriptions,  and designations of
         such  Collateral as Lender may require to identify the nature,  extent,
         and location of such Collateral.  Such  information  shall be submitted
         for Grantor and each of its subsidiaries or related companies.

         Maintenance  and Inspection of  Collateral.  Grantor shall maintain all
         tangible  Collateral  in good  condition  and repair.  Grantor will not
         commit or permit damage to or destruction of the Collateral. Lender and
         its designated  representatives  and agents shall have the right at all
         reasonable times to examine the Collateral and shall immediately notify
         Lender of all cases involving the return, rejection, repossession, loss
         or  damage  of or to any  Collateral;  of any  request  for  credit  or
         adjustment  or of  any  other  dispute  arising  with  respect  to  the
         Collateral;  and generally of all happenings  and events  affecting the
         Collateral or the value or the amount of the Collateral.

         Taxes,  Assessments  and  Liens.  Grantor  will pay when due all taxes,
         assessments and liens upon the Collateral,  its use or operation,  upon
         this  Agreement,  upon  any  promissory  note or notes  evidencing  the
         Indebtedness,  or upon any of the other Related Documents.  Grantor may
         withhold  any such  payment or may elect to contest any lien if Grantor
         is in good faith  conducting an  appropriate  proceeding to contest the
         obligation to pay and so long as Lender's interest in the collateral is
         not  jeopardized  in  Lender's  sole  opinion.  If  the  Collateral  is
         subjected to a lien which is not  discharged  within fifteen (15) days,
         Grantor shall deposit with Lender cash, a sufficient  corporate  surety
         bond or other security  satisfactory to Lender in an amount adequate to
         provide  for the  discharge  of the  lien  plus  any  interest,  costs,
         attorneys'  fees or other  charges  that  could  accrue  as a result of
         foreclosure  or sale of the  Collateral.  In any contest  Grantor shall
         defend itself and Lender and shall  satisfy any final adverse  judgment
         before enforcement against the Collateral. Grantor shall name Lender as
         an additional  obligee  under any surety bond  furnished in the contest
         proceedings.

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         Compliance  with  Governmental   Requirements.   Grantor  shall  comply
         promptly  with all  laws,  ordinances,  rules  and  regulations  of all
         governmental authorities, now or hereafter in effect, applicable to the
         ownership,  production,  disposition, or use of the Collateral. Grantor
         may contest in good faith any such law,  ordinance  or  regulation  and
         withhold  compliance  during  any  proceeding,   including  appropriate
         appeals,  so long as Lender's  interest in the Collateral,  in Lender's
         opinion, is not jeopardized.

         Hazardous   Substances.   Grantor  represents  and  warrants  that  the
         Collateral  never has been, and never will be so long as this Agreement
         remains a lien on the Collateral, used for the generation, manufacture,
         storage,  transportation,  treatment,  disposal,  release or threatened
         release of any hazardous waste or substance, as those terms are defined
         in  the  Comprehensive   Environmental  Response,   Compensation,   and
         Liability  Act of 1980,  as amended,  42 U.S.C.  Section  9601, et seq.
         ("CERCLA"),  the Superfund  Amendments and Reauthorization Act of 1986,
         Pub. L. No. 99-499  ("SARA"),  the Hazardous  Materials  Transportation
         Act, 49 U.S.C.  Section 1801, et seq.,  the Resource  Conservation  and
         Recovery Act, 42 U.S.C.  Section  6901,  et seq.,  or other  applicable
         state or Federal laws, rules, or regulations adopted pursuant to any of
         the foregoing.  The terms "hazardous  waste" and "hazardous  substance"
         shall  also  include,  without  limitation,   petroleum  and  petroleum
         by-products or any fraction thereof and asbestos.  The  representations
         and warranties contained herein are based on Grantor's due diligence in
         investigating  the  Collateral  for  hazardous  wastes and  substances.
         Grantor hereby (a) releases and waives any future claims against Lender
         for indemnity or  contribution  in the event Grantor becomes liable for
         cleanup or other costs under any such laws, 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.

         Maintenance of Casualty  Insurance.  Grantor shall procure and maintain
         all risks  insurance,  including  without  limitation  fire,  theft and
         liability  coverage  together  with such other  insurance as Lender may
         require with respect to the Collateral, in form, amounts, coverages and
         basis reasonably acceptable to Lender. GRANTOR MAY FURNISH THE REQUIRED
         INSURANCE  WHETHER  THROUGH  EXISTING  POLICIES  OWNED OR CONTROLLED BY
         GRANTOR OR THROUGH  EQUIVALENT  INSURANCE  FROM ANY  INSURANCE  COMPANY
         AUTHORIZED TO TRANSACT BUSINESS IN THE STATE OF TEXAS. If Grantor fails
         to provide any required  insurance or fails to continue such  insurance
         in force,  Lender may, but shall not be required to, do so at Grantor's
         expense,   and  the  cost  of  the  insurance  will  be  added  to  the
         Indebtedness.  If any such insurance is procured by Lender at a rate or
         charge not fixed or approved by the State Board of  Insurance,  Grantor
         will be so notified, and Grantor will have the option for five (5) days
         of furnishing  equivalent  insurance through any insurer  authorized to
         transact  business  in Texas.  Grantor,  upon  request of Lender,  will
         deliver to Lender  from time to time the  policies or  certificates  of
         insurance in form satisfactory to Lender,  including  stipulations that
         coverages  will not be cancelled or diminished  without at least thirty
         (30)  days'  prior  written  notice to  Lender  and not  including  any
         disclaimer  of the  insurer's  liability  for  failure  to give  such a

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         notice.  Each  insurance  policy  also  shall  include  an  endorsement
         providing  that coverage in favor of Lender will not be impaired in any
         way by any act,  omission or default of Grantor or any other person. In
         connection  with all policies  covering assets in which Lender holds or
         is offered a security  interest,  Grantor will provide Lender with such
         loss payable or other endorsements as Lender may require. If Grantor at
         any time fails to obtain or maintain any  insurance  as required  under
         this Agreement,  Lender may (but shall not be obligated to) obtain such
         insurance  as Lender  deems  appropriate,  including  if it so  chooses
         "single interest insurance," which will cover only Lender's interest in
         the Collateral.

         Application of Insurance Proceeds. Grantor shall promptly notify Lender
         of any loss or damage to the Collateral.  Lender may make proof of loss
         if Grantor fails to do so within fifteen (15) days of the casualty. All
         proceeds of any insurance on the Collateral, including accrued proceeds
         thereon,  shall be held by Lender as part of the Collateral.  If Lender
         consents  to  repair  or   replacement  of  the  damaged  or  destroyed
         Collateral,  Lender shall, upon satisfactory proof of expenditure,  pay
         or  reimburse  Grantor from the  proceeds  for the  reasonable  cost of
         repair  or  restoration.  If  Lender  does not  consent  to  repair  or
         replacement of the Collateral,  Lender shall retain a sufficient amount
         of the  proceeds  to pay all of the  Indebtedness,  and  shall  pay the
         balance to Grantor.  Any proceeds which have not been disbursed  within
         six (6) months after their  receipt and which Grantor has not committed
         to the repair or restoration of the Collateral  shall be used to prepay
         the Indebtedness.

         Insurance Reserves.  Lender may require Grantor to maintain with Lender
         reserves for payment of insurance  premiums,  which  reserves  shall be
         created by monthly  payments  from Grantor of a sum estimated by Lender
         to be  sufficient  to produce,  at least  fifteen  (15) days before the
         premium due date,  amounts at least equal to the insurance  premiums to
         be paid. If fifteen (15) days before  payment is due, the reserve funds
         are  insufficient,  Grantor  shall upon  demand pay any  deficiency  to
         Lender.  The reserve funds shall be held by Lender as a general deposit
         and shall  constitute a  non-interest-bearing  account which Lender may
         satisfy by payment of the  insurance  premiums  required  to be paid by
         Grantor as they become due.  Lender does not hold the reserve  funds in
         trust for  Grantor,  and Lender is not the agent of Grantor for payment
         of  the  insurance  premiums  required  to  be  paid  by  Grantor.  The
         responsibility  for the payment of premiums shall remain Grantor's sole
         responsibility.

         Insurance Reports.  Grantor,  upon request of Lender,  shall furnish to
         Lender  reports  on each  existing  policy of  insurance  showing  such
         information as Lender may reasonably  request  including the following:
         (a) the name of the insurer;  (b) the risks insured;  (c) the amount of
         the policy; (d) the property insured; (e) the then current value on the
         basis  of  which   insurance  has  been  obtained  and  the  manner  of
         determining that value;  and (f) the expiration date of the policy.  In
         addition,  Grantor shall upon request by Lender (however not more often
         than  annually) have an independent  appraiser  satisfactory  to Lender
         determine,  as applicable,  the cash value or  replacement  cost of the
         Collateral.

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GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have possession of the
tangible  personal property and beneficial use of all the Collateral and may use
it in any lawful  manner not  inconsistent  with this  Agreement  or the Related
Documents,  provided that Grantor's right to possession and beneficial use shall
not apply to any  Collateral  where  possession  of the  Collateral by Lender is
required by law to perfect Lender's  security  interest in such  Collateral.  If
Lender at any time has possession of the Collateral,  whether before or after an
Event of Default,  Lender shall be deemed to have exercised  reasonable  care in
the custody and  preservation  of the Collateral if Lender takes such action for
that purpose as Grantor shall request or as Lender, in Lender's sole discretion,
shall deem appropriate under the circumstances, but failure to honor any request
by Grantor shall not of itself be deemed to be a failure to exercise  reasonable
care.  Lender shall not be required to take any steps  necessary to preserve any
rights in the  Collateral  against prior  parties,  nor to protect,  preserve or
maintain any security interest given to secure the Indebtedness.

EXPENDITURES  BY LENDER.  If not  discharged  or paid when due,  Lender may (but
shall  not  be  obligated  to)  discharge  or pay  any  amounts  required  to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes,  liens,  security interests,  encumbrances,  and other claims, at any
time levied or placed on the Collateral. Lender also may (but shall be obligated
to) pay all costs for insurance,  maintenance and preserving the Collateral. All
such  expenditures  incurred or paid by Lender for such  purposes will then bear
interest  at the Note  rate  from the date  incurred  by  Lender  to the date of
repayment by Grantor.  All such expenses shall become a part of the Indebtedness
and,  at  Lender's  option,  will (a) be payable on demand,  (b) be added to the
balance of the Note and be apportioned among and be payable with any installment
payments to become due during  either (i) the term of any  applicable  insurance
policy or (ii) the  remaining  term of the Note,  or (c) be treated as a balloon
payment  which will be due and payable at the Note's  maturity.  This  Agreement
also will secure  payment of these  amounts.  Such right shall be in addition to
all  other  rights  and  remedies  to  which  Lender  may be  entitled  upon the
occurrence of an Event of Default.

EVENTS OF DEFAULT.  Each of the following shall  constitute an  Event of Default
under this Agreement:

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

         Other  Defaults.  Failure of Grantor or  Borrower  to comply with or to
         perform any other term, obligation,  covenant or condition contained in
         this  Agreement  or in any of  the  Related  Documents  or  failure  of
         Borrower to comply with or to perform any term, obligation, covenant or
         condition contained in any other agreement between Lender and Borrower.

         Default  in Favor of Third  Parties.  Should  Borrower  or any  Grantor
         default  under any  loan,  extension  of  credit,  security  agreement,
         purchase or sales agreement,  or any other  agreement,  in favor of any
         other  creditor  or  person  that  may  be  materially  affect  any  of

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         Borrower's property or Borrower's or any Grantor's ability to repay the
         Loans or perform their respective  obligations  under this Agreement or
         any of the Related Documents.

         False  Statements.  Any warranty,  representation  or statement made or
         furnished  to Lender by or on behalf of Grantor or Borrower  under this
         Agreement,  the Note or the Related Documents is false or misleading in
         any material respect, either now or at the time made or furnished.

         Defective  Collateralization.  This  Agreement  or any  of the  Related
         Documents ceases to be in full force and effect  (including  failure of
         any  collateral  documents  to  create a valid and  perfected  security
         interest or lien) at any time and for any reason.

         Death or  Insolvency.  The  dissolution  or  termination  of Grantor or
         Borrower's  existence as a going  business or the insolvency of Grantor
         or Borrower,  the  appointment of a receiver for any part of Grantor or
         Borrower's property,  any assignment for the benefit of creditors,  any
         type of creditor  workout,  or the commencement of any proceeding under
         any bankruptcy or insolvency laws by or against Grantor or 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  Grantor  or
         Borrower or by any  governmental  agency  against the Collateral or any
         other collateral securing the Indebtedness. This includes a garnishment
         of any of Grantor or Borrower's deposit accounts with Lender.

         Events Affecting Guarantor.  Any of the  preceding  events  occurs with
         respect to any Guarantor of any of the  Indebtedness  or such Guarantor
         dies or becomes incompetent.

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

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

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party  under  the  Texas  Uniform  Commercial  Code.  In  addition  and  without
limitation,  Lender may  exercise  any one or more of the  following  rights and
remedies:

         Accelerate Indebtedness.  Lender  may declare  the  entire Indebtedness
         immediately due and payable, without notice.

         Assemble  Collateral.  Lender may require  Grantor to deliver to Lender
         all or any portion of the  Collateral and any and all  certificates  of
         title  and other  documents  relating  to the  Collateral.  Lender  may
         require  Grantor to assemble  the  Collateral  and make it available to
         Lender at a place to be  designated  by Lender.  Lender also shall have

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         full power to enter,  provided  Lender  does so without a breach of the
         peace or a trespass, upon the property of Grantor to take possession of
         and remove the Collateral.  If the Collateral  contains other goods not
         covered by this Agreement at the time of  repossession,  Grantor agrees
         Lender may take such other goods, provided that Lender makes reasonable
         efforts to return them to Grantor after repossession.

         Sell the Collateral.  Lender shall full power to sell, lease,  transfer
         or otherwise  deal with the  Collateral or proceeds  thereof in its own
         name or that of  Grantor.  Lender  may sell the  Collateral  at  public
         auction or private  sale.  Unless the  Collateral  threatens to decline
         speedily  in value  or is of a type  customarily  sold on a  recognized
         market,  Lender will give Grantor  reasonable  notice of the time after
         which  any  private  sale  or any  other  intended  disposition  of the
         Collateral is to be made. The  requirements of reasonable  notice shall
         be met if such  notice is given at least ten (10) days  before the time
         of the sale or disposition. All expenses relating to the disposition of
         the Collateral,  including without limitation the expenses of retaking,
         holding, insuring, preparing for sale and selling the Collateral, shall
         become a part of the  Indebtedness  secured by this Agreement and shall
         be  payable  on  demand,  with  interest  at the Note rate from date of
         expenditure until repaid.

         Appoint  Receiver.  To the extent  permitted by applicable  law, Lender
         shall have the following rights and remedies  regarding the appointment
         of a receiver:  (a) Lender may have a receiver appointed as a matter of
         right,  (b) the  receiver  may be an  employee  of Lender and may serve
         without bond,  and (c) all fees of the receiver and his or her attorney
         shall become part of the  Indebtedness  secured by this  Agreement  and
         shall be payable on demand, with interest at the Note rate from date of
         expenditure until repaid.

         Collect Revenues,  Apply Accounts.  Lender,  either itself or through a
         receiver,  may collect the payments,  rents,  income, and revenues from
         the Collateral.  Lender may at any time in its discretion  transfer any
         Collateral  into its own name or that of its  nominee  and  receive the
         payments,  rents,  income,  and revenues therefrom and hold the same as
         security  for  the   Indebtedness   or  apply  it  to  payment  of  the
         Indebtedness  in such  order of  preference  as Lender  may  determine.
         Insofar as the Collateral  consists of accounts,  general  intangibles,
         insurance  policies,  instruments,  chattel paper, choses in action, or
         similar  property,  Lender may demand,  collect,  receipt for,  settle,
         compromise,  adjust, sue for, foreclosure, or realize on the Collateral
         as Lender may determine,  whether or not  Indebtedness or Collateral is
         then due. For these purposes,  Lender may, on behalf of and in the name
         of Grantor,  receive,  open and dispose of mail  addressed  to Grantor;
         change  any  address  to which mail and  payments  are to be sent;  and
         endorse  notes,  checks,  drafts,  money  orders,  documents  of title,
         instruments and items  pertaining to payment,  shipment,  or storage of
         any  Collateral.  To facilitate  collection,  Lender may notify account
         debtors and obligors on any  Collateral  to make  payments  directly to
         Lender.

         Obtain  Deficiency.  If  Lender  chooses  to  sell  any  or  all of the
         Collateral,  Lender  may  obtain a judgment  against  Borrower  for any
         deficiency   remaining  on  the   Indebtedness   due  to  Lender  after
         application  of all amounts  received  from the  exercise of the rights

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         provided in this  Agreement.  Borrower shall be liable for a deficiency
         even  if the  transaction  described  in this  subsection  is a sale of
         accounts or chattel paper.

         Other  Rights  and  Remedies.  Lender  shall  have all the  rights  and
         remedies  of a secured  creditor  under the  provisions  of the Uniform
         Commercial  Code,  as may be amended  from time to time.  In  addition,
         Lender shall have and may exercise any or all other rights and remedies
         it may have available at law, in equity, or otherwise.

         Cumulative  Remedies.  All of  Lender's  rights and  remedies,  whether
         evidenced by this  Agreement  or the Related  Documents or by any other
         writing,  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 to
         take action to perform an obligation of Grantor or Borrower  under this
         Agreement,  after Grantor or Borrower's  failure to perform,  shall not
         affect  Lender's  right  to  declare  a  default  and to  exercise  its
         remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a  part of
this Agreement:

         Amendments.  This  Agreement,  together  with  any  Related  Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alternation of or amendment
         to this Agreement shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.

         Applicable  Law.  This  Agreement  has been  delivered  to  Lender  and
         accepted  by  Lender  in the  State of  Texas.  If there is a  lawsuit,
         Grantor  and  Borrower  agree  upon  Lender's  request to submit to the
         jurisdiction of the courts of the State of Texas.  This Agreement shall
         be governed by and construed in  accordance  with the laws of the State
         of Texas and applicable Federal laws.

         Attorney's  Fees and Other  Costs.  Lender may hire an attorney to help
         collect the Note if  Borrower  does not pay,  and Grantor and  Borrower
         will pay Lender's reasonable attorneys' fees. Grantor and Borrower also
         will pay Lender all other amounts actually  incurred by Lender as court
         costs,  lawful fees for filing,  recording,  or releasing to any public
         office any instrument  securing the Note; the reasonable  cost actually
         expended for repossessing, storing, preparing for sale, and selling any
         security;  and fees for noting a lien on or  transferring a certificate
         of title to any motor  vehicle  offered as  security  for the Note,  or
         premiums or identifiable  changes  received in connection with the sale
         of authorized insurance.

         Caption  Headings.   Caption  headings  in   this  Agreement  are   for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

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         Multiple  Parties.  All  obligations of Grantor and Borrower under this
         Agreement  shall be joint and several,  and all  references to Borrower
         shall mean each and every Borrower, and all references to Grantor shall
         mean each and  every  Grantor.  This  means  that  each of the  persons
         signing below is responsible for all obligations in this Agreement.

         Notices. All notices required to be given under this Agreement shall be
         given  in  writing,  may be sent  by  telefacsimile  (unless  otherwise
         required by law),  and shall be effective  when  actually  delivered or
         when deposited in the United States mail, first class, postage prepaid,
         addressed to the party to whom the notice is to be given at the address
         shown  above.  Any party may change its address for notices  under this
         Agreement  by  giving  formal  written  notice  to the  other  parties,
         specifying  that the  purpose of the  notice is to change  the  party's
         address.  To the extent  permitted by applicable  law, if there is more
         than one Grantor or  Borrower,  notice to any Grantor or Borrower  will
         constitute  notice to any Grantor and Borrowers.  For notice  purposes,
         Grantor and Borrower will keep Lender  informed at all times of Grantor
         and Borrower's current address(es).

         Power of  Attorney.  Grantor  hereby  appoints  Lender  as its true and
         lawful attorney-in-fact,  irrevocably,  will full power of substitution
         to do the following: (a) to demand, collect,  receive, receipt for, sue
         and  recover  all  sums of money or  other  property  which  may now or
         hereafter  become due,  owing or payable  from the  Collateral;  (b) to
         execute,  sign and endorse any and all claims,  instruments,  receipts,
         checks, drafts or warranties issues in payment for the Collateral;  (c)
         to  settle  or  compromise   any  and  all  claims  arising  under  the
         Collateral,  and,  in the place and stead of  Grantor,  to execute  and
         deliver its release and settlement  for the claim;  and (d) to file any
         claim or claims or to take any action or  institute or take part in any
         proceedings,  either  in its own  name or in the  name of  Grantor,  or
         otherwise,  which in the  discretion of Lender may seem to be necessary
         or advisable. This power is given as security for the Indebtedness, and
         the authority  hereby  conferred is and shall be irrevocable  and shall
         remain in full force and effect until renounced by Lender.

         Severability.  If a court of competent jurisdiction finds any provision
         of this  Agreement to be invalid or  unenforceable  as to any person or
         circumstance,  such finding shall not render that provision  invalid or
         unenforceable  as to any other persons or  circumstances.  If feasible,
         any such  offending  provision  shall be  deemed to be  modified  to be
         within  the  limits of  enforceability  or  validity;  however,  if the
         offending provision cannot be so modified, it shall be stricken and all
         other  provisions of this  Agreement in all other respects shall remain
         valid and enforceable.

         Successor  Interests.  Subject to the limitations set forth on transfer
         of the  Collateral,  this Agreement  shall be binding upon and inure to
         the benefit of the parties, their successors and assigns.

         Waiver. Lender shall not be deemed to have waived any rights under this
         Agreement  unless such waiver is given in writing and signed by Lender.
         No delay or  omission  on the part of  Lender in  exercising  any right

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         shall operate as a waiver of such right or any other right. A waiver by
         Lender  of a  provision  of  this  Agreement  shall  not  prejudice  or
         constitute  a wavier of  Lender's  right  otherwise  to  demand  strict
         compliance   with  that  provision  or  any  other  provision  of  this
         Agreement. No prior waived by Lender, nor any course of dealing between
         Lender and Grantor, shall constitute a waiver of any of Lender's rights
         or of any of  Grantor's  obligations  as to  any  future  transactions.
         Whenever the consent of Lender is required  under this  Agreement,  the
         granting of such consent by Lender in any instance shall not constitute
         continuing  consent  to  subsequent  instances  where  such  consent is
         required  and in all cases such  consent  may be granted or withheld in
         the sole discretion of Lender.


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BORROWER  AND  GRANTOR  ACKNOWLEDGE  HAVING  READ  ALL  THE  PROVISIONS  OF THIS
COMMERCIAL SECURITY AGREEMENT, AND BORROWER AND GRANTOR AGREE TO ITS TERMS. THIS
AGREEMENT AMENDS, RESATAES, MODIFIES, EXTENDS, INCREASES AND REPLACEDS, BUT DOES
NOT EXTINGUISH THE INDEBTEDNESS BY, THAT CRETAIN  COMMERCIAL  SECURITY AGREEMENT
DATED OCTOBER 26, 1998.

BORROWER:

ACE Motor Company
(formerly known as Suburba Acquisition Company, Inc. d/b/a ACE Motor Co.)

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


GRANTOR:

AutoPrime, Inc.

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


By:  /s/ Robert T. Davenport
     ------------------------


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