AMENDED AND RESTATED PROMISSORY NOTE
 

$1,482,259.00                                                 Scottsdale,Arizona
                                                               November 21, 1998

           FOR VALUE RECEIVED, AUTO NETWORK GROUP, INC., an Arizona
corporation formerly known as Auto Network USA, Inc. (the "Maker"), promises
to pay, in lawful money of the United States, to Eastlane Trading Limited, a
corporation formed under the laws of Ireland, the sum of ONE MILLION FOUR     
HUNDRED EIGHTY TWO THOUSAND TWO HUNDRED FIFTY NINE and no/hundreds DOLLARS
($1,482,259.00) and to pay interest on the first day of each month (unless
otherwise requested by Holder) beginning July 1, 1998 on principal accruing
from June 1, 1998 on the sum of $250,000; from October 20, 1998 on the sum of
$1,250,000; and from the date hereof on the full principal balance, all at
the rate of twelve percent (12%) per annum.  All principal and accrued but
unpaid interest hereunder shall be due on April 1, 2000.  Payments shall be
made to c/o Cremin McCarthy & Co., 28 Harcourt Street, Dublin 2, Ireland.

           At any time prior to acceptance of payment in full of the
outstanding balance hereo@ holder, by notice to Maker, may (but without any
obligation to do so) convert the balance of principal and accrued but unpaid
interest hereunder into common capital shares of Maker; this conversion shall
entitle holder to one (1) share of the common capital stock of Maker for
cancellation of each $1.03 of Maker's debt to holder.

           Time is of the essence hereof.  In the event of any default in the
payment of any amount due hereunder, the unpaid principal sum of this
Promissory Note and accrued interest remaining unpaid may at any time
thereafter, at the holder's option and without further notice or demand, may
be declared and become due and payable forthwith, and Maker shall pay any and
all costs, expenses, and fees, including reasonable attorneys' fees, incurred
in collecting or enforcing payment hereunder.  Default interest on the sums
due hereunder, including such attorneys' fees, shall accrue at the rate of
eighteen percent (I 8%) per annum.  Holder shall also have the right to
accelerate the outstanding balance hereof without notice or demand and in the
event that either Michael Stuart or Mark Moldenhauer cease to be officers
and/or directors of Maker.

           At no time shall Maker be obligated or required to pay interest on
the principal balance of this Note at a rate which would subject the holder
hereof to either civil or criminal liability as a result of being in excess
of the maximum rate which Maker is permitted by law to contract or agree to
pay.  If by the terms of this Note Maker is at any time required or obligated
to pay interest on the principal balance of this Note at a rate in excess of
such maximum rate, the rate of interest under this Note shall be deemed to be
reduced immediately to such maximum rate for so long as (and only for so long
as) the rate hereunder is in excess of such maximum rate, and interest paid
hereunder in








excess of such maximum rate shall be applied to and shall be deemed to have
been payment in reduction of the principal balance of this Note or, if the
principal balance shall have been paid, shall be refunded to Maker.

            Maker hereby acknowledges that the loan for which payment is
promised hereby has been made and win be used only for business or commercial
purposes other than agricultural purposes and hereby covenants that the
proceeds hereof will be used only for such purposes.  This Note may be
modified or amended only by an agreement in writing signed by the party
against whom enforcement of such modification or amendment is sought.  Maker
(and the undersigned representative of Maker, if this Note is executed by a
representative) represents that Maker has fun power, authority, and legal
right to execute and deliver this Note and the debt hereunder constitutes a
valid and binding obligation of Maker.  The laws of the State of Arizona
govern the interpretation and enforcement of this Note.  This Note amends and
restates in fiffl the Promissory Note dated November 20, 1998, from Auto
Network USA, Inc. to Eastlane Trading Limited, a corporation.

            IN WITNESS WHEREOF,  Maker has executed the foregoing Promissory
Note as of the date and year first written above.

AUTO NETWORK GROUP, INC.,
an Arizona corporation


By  /S/ MICHAEL STUART                    
Michael Stuart, its President



ACCEPTED BY EASTLANE TRADING



By  /S/ P.W. GARRETT                      
P.W. Garrett, Director