SECURED PROMISSORY NOTE



$200,000.00                                     Dated June 22, 1999
Principal Amount                                State of Arizona


         This Promissory Note is hereby entered into on the 22nd day of June,
1999, by and between Autotradecenter.com Inc., a Arizona corporation having its
office at 8135 E. Butherus, Suite 3, Scottsdale, Arizona 85260, AND,
         Pinnacle Financial Corporation, having its office at 8135 E. Butherus,
Suite 3, Scottsdale, Arizona 85260, hereinafter referred to as the LENDER.
         Borrower promises to pay to the order of Lender the sum of Two Hundred
Thousand Dollars ($200,000.00), together with interest thereon at the rate of
twelve percent (12%) per annum on the unpaid balance. Said sum shall be paid as
follows:
      Interest payments of Two Thousand Dollars ($2,000.00) payable in arrears
on the 22nd day of each month beginning July 22, 1999; and,
         The principal amount of Two Hundred Thousand Dollars ($200,000.00)
shall be payable on December 22, 1999 unless such termination of this Note shall
occur in which case all principal amount shall become immediately due and
payable.
         This Note may be extended on a month-to-month basis.
         This note may be prepaid, in full, at any time, without penalty.
         This Note shall be secured by $200,000 worth of free and clear
inventory at all times.
         The proceeds from this Note shall at all times be solely used to
acquire motor vehicles for resale and their titles shall also serve as security
and as collateral against the eventual repayment of this Note. Lender shall have
the right to verify and confirm this collateral at any time and violation of
this security shall be cause for the immediate termination of this Note.
         In the event this Note shall be in default, and placed with an attorney
for collection, then the undersigned agree to pay all reasonable attorney fees
and costs of collection. All payments hereunder shall be made to such address as
shown above or as may from time to time be designated by Lender. Default
interest shall be at eighteen percent (18%) per annum.

         The undersigned and all other parties to this Note, whether as
endorsers, guarantors or sureties, agree to remain fully bound hereunder until
this note shall be fully paid and waive demand, presentment and protest and all
notices thereto and further agree to remain bound, notwithstanding any
extension, renewal, modification, waiver, or other indulgence by any holder or
upon the discharge or release of any obligor hereunder or to this note, or upon
the exchange, substitution, or release of any collateral granted as security for
this note. No modification or indulgence by any holder hereof shall be binding
unless in writing; and any indulgence on any one occasion shall not be an




PROMISSORY NOTE DATED JUNE 22, 1999
PAGE 2


indulgence for any other or future occasion. Any modification or change of
terms, hereunder granted by any holder hereof, shall be valid and binding upon
each of the undersigned, notwithstanding the acknowledgment of any of the
undersigned, and each of the undersigned does hereby irrevocably grant to each
of the others a power of attorney to enter into any such modification on their
behalf. The rights of any holder hereof shall be cumulative and not necessarily
successive. This note shall take effect as a sealed instrument and shall be
construed, governed and enforced in accordance with the laws of the State first
appearing at the head of this note. The undersigned hereby execute this note as
principals and not as sureties.

Signed in the presence of:

/s/DEBBIE STUART                    /s/MIKE STUART
Witness                             Autotradecenter.com Inc.
                                    Mike Stuart, President