PROMISSORY NOTE



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        Principal       Loan Date       Maturity        Loan No.        Initials
      $250,000.00         9/8/99         3-8-00           105
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References  in the  shaded  areas  are for  Lender's  use only and do not  limit
applicability or tills document to any particular loan or item.
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Borrower:    ACE Motor Company              Lender:    AutoPrime, Inc.
             d/b/a Circus Motors                       2740 North Dallas Parkway
             2740 North Dallas Parkway                 Suite 100
             Suite 110                                 Plano, TX 75093
             Plano, TX 75093

Principal Amount:   $250,000    Initial Rate:  14.750%       Note: 9/8/99

PROMISE TO PAY.  ACE Motor  d/b/a  Circus  Motors  ("Borrower")  promises to pay
AutoPrime,  Inc.  ("Lender"),  or order, in lawful money of the United States of
America,  the principal  amount of Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00)  or so much as may be  outstanding  together  with interest on the
unpaid  outstanding  principal  balance as advanced from time to time under this
Note. Interest shall be calculated from the date of each advance until repayment
of each advance or maturity, whichever occurs first.

CHOICE OF USURY  CEILING AND INTEREST  RATE.  The interest rate on this note has
been  implemented  under the "Weekly Rate" as referred to in Section  303.201 of
the Texas  Financial  Code and  Articles  ID.002 and ID.003 of the Texas  Credit
Title.  The terms,  included in the rate, or index,  formula or provision of law
used to compute the rate on the Note,  will be subject to revision as to current
and future balances,  from time to time by notice from Lender in compliance with
Section 303.403 of the Texas Financial Code.

PAYMENT.  Borrower will pay this loan on demand, or if no demand is made, in one
payment of all  outstanding  principal plus all accrued unpaid interest on March
8, 2000.  In addition,  Borrower  will pay regular  monthly  payments of accrued
unpaid interest beginning October 1, 1999, and all subsequent  interest payments
are due on the same day of each  month  after  that.  Interest  on this  Note is
computed on a 365/365 simple interest  basis,  that is, by applying the ratio of
the annual  interest  rate over the number of days in a year,  multiplied by the
outstanding  principal  balance,  multiplied  by the  actual  number of days the
principal  balance is outstanding.  Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may  designate  in writing.  Unless
otherwise  agreed or required by applicable law,  payments will be applied first
to accrued unpaid interest,  then to principal,  and any remaining amount to any
unpaid collection costs and late charges. Notwithstanding any other provision on
this Note, Lender will not charge interest on any undisbursed loan proceeds.  No
scheduled payment,  whether of principal or interest or both, will be due unless
sufficient  loan funds have been  disbursed  by the  scheduled  payment  date to
justify the payment.



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<PAGE>



VARIABLE INTEREST RATE. The interest on this Note is subject to change from time
to time based on changes in an index known at the WALL STREET JOURNAL PRIME RATE
(the "Index"). The Index is not necessarily the lowest rate charged by Lender on
its  loans and is set by Lender  in its sole  discretion.  If the Index  becomes
unavailable  during the term of this loan,  Lender may  designate  a  substitute
index after notifying Borrower. Lender will tell Borrower the current Index rate
upon Borrower's request.  Borrower  understands that Lender may make loans based
on other rates as well.  The interest rate change will not occur more often that
each day.  The Index  currently  is 8.25% per  annum.  The  interest  rate to be
applied prior to maturity to the unpaid  principal  balance of this Note will be
at a rate of 6.5 percentage points over the Index,  resulting in an initial rate
of 14.75% per annum.  Notice:  Under no circumstances  will the interest rate on
this Note be more than the maximum rate allowed by applicable  law. For purposes
of this Note,  the "maximum rate allowed by applicable  law" means the lesser of
(a) the greater of the maximum rate of interest permitted under federal or other
law  applicable to the  indebtedness  evidenced by this Note, or (b) the "Weekly
Rate" as referred to in Section  303.201 of the Texas  Finance Code and Articles
ID.002 and ID.003 of the Texas Credit Title.

REPAYMENT.  Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early  payments will not,  unless agreed to by Lender in
writing,  relieve Borrower or Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, they will reduce the principal balance due.

POST  MATURITY  RATE.  The Post  Maturity  Rate on this Note is the maximum rate
allowed by  applicable  law.  Borrower  will pay  interest on all sums due after
final maturity,  whether by  acceleration  or otherwise,  at that rite, with the
exception of any amounts  added to the  principal  balance of this Note based on
Lender's payment of insurance  premiums,  which will continue to accrue interest
at the pre-maturity rate.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due;  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender;  (c)  Borrower  defaults  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  materially  affect  any of
Borrower's  property  or  Borrower's  ability  to  repay  this  Note or  perform
Borrower's obligations under this Note or any of the Related Documents;  (d) any
representation  or  statement  made or  furnished  to Lender by  Borrower  or on
Borrower's  behalf is false or misleading in any material  respect either now or
at the time made or furnished;  (e) Borrower  becomes  insolvent,  a receiver is
appointed for any part of Borrower's property,  Borrower makes an assignment for
the benefit of creditors,  or any proceeding is commenced  either by Borrower or
against  Borrower  under any  bankruptcy or insolvency  laws-,  (f) any creditor
tries to take any of  Borrower's  property  on or in which  Lender has a lien or
security  interest,  including a garnishment of any of Borrower's  accounts with
Lender;  (g) any of the events  described  in this default  section  occurs with
respect to any general  partner of Borrower or any guarantor of this Note; (h) a
material  adverse  change occurs in Borrower's  financial  condition,  or Lender
believes  the  prospects  of  payment  or  performance  of the  indebtedness  is
impaired; or (i) Lender in good faith deems itself insecure.



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<PAGE>



LENDER'S  RIGHTS.  Upon  default,  Lender may declare  the entire  indebtedness,
including  the  unpaid  principal  balance  on this  Note,  all  accrued  unpaid
interest,  and all other  amounts,  costs and  expenses  for which  Borrower  is
responsible  under this Note or any other  agreement  with Lender  pertaining to
this loan,  immediately  due,  without  notice,  and then Borrower will pay that
amount.  Lender may hire an attorney to help collect this Note if Borrower  does
not pay, and Borrower will pay Lender's  reasonable  attorney's  fees.  Borrower
also will pay Lender (i) all other amounts actually  incurred by Lender as court
costs, lawful fees for filing,  recording, or releasing to any public office any
instrument  securing this loan, (ii) the reasonable  cost actually  expended for
repossessing,  storing,  preparing for sale,  and selling any security and (iii)
any fees for  noting a lien on or  transferring  a  certificate  to title to any
motor  vehicle  offered as security for this loan,  or premiums or  identifiable
charges received in connection with the sale of authorized insurance.  This Note
has been  delivered to Lender and  accepted by Lender in the State of Texas.  If
there is a  lawsuit,  Borrower  agrees  upon  Lender's  request to submit to the
jurisdiction of the courts of Dallas County, the State of Texas. This Note shall
be governed by and construed in  accordance  with the laws of the State of Texas
and applicable Federal laws.

RIGHT OF SETOFF.  Borrower  grants to Lender a contractual  possessory  security
interest in, and hereby assigns,  conveys,  delivers,  pledges, and transfers to
Lender all Borrower's right,  title and interest in and to, Borrower's  accounts
with  Lender  (whether  checking,  savings,  or some other  account),  including
without  limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding, however, all ERA and Keogh accounts,
and all trust  accounts  for which the  grant of a  security  interest  would be
prohibited  by law.  Borrower  authorizes  Lender,  to the extent  permitted  by
applicable  law, to charge or setoff all sums owing on this Note against any and
all such accounts.

COLLATERAL. This Note is secured by a blanket lien on vehicle inventory.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note may be requested  orally by Borrower or as provided in this paragraph.
All oral requests  shall be confirmed in writing on the day of the request.  All
communications, instructions, or directions by telephone otherwise to Lender are
to be directed to Lender's  office shown above.  Tile following party or parties
are authorized as provided in this paragraph to request  advances under the line
of credit until Lender  receives from  Borrower at Lender's  address shown above
written  notice of revocation of their  authority:  Charles  Norman,  President.
ADVANCE  REQUESTS  CAN BE  OBTAINED  UPON  NOTIFICATION  IN  WRITING  TO LENDER.
Borrower  agrees to be liable for all sums either:  (a)  advanced in  accordance
with  the  instruction  of an  authorized  person  or  (b)  credited  to  any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any  time  may be  evidenced  by  endorsements  on this  Note or by  Lender's
internal  records  including  daily  computer  print-outs.  Lender  will have no
obligation to advance funds under this Note if. (a) Borrower or any guarantor is
in default  under the terms of this Note or any  agreement  that Borrower or any
guarantor has with Lender,  including any agreement made in connection  with the
signing of this Note; (b) Borrower or any guarantor  ceases doing business or is
insolvent;  (c) any  guarantor  seeks,  claims or  otherwise  attempts to limit,
modify or revoke such guarantor's  guarantee of this Note or any other loan with
Lender;  (d)  Borrower  has  applied  funds  provided  pursuant  to the Note for
purposes other than those authorized by Lender;


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<PAGE>



or (e) Lender in good faith deems itself  insecure  under this Note or any other
agreement  between Lender and Borrower.  This revolving line of credit shall not
be subject to Section 346 of the Texas Financial Code.

DISHONORED CHECK CHARGE. In the event a check offered in full or partial payment
on this loan is  returned  unpaid,  Lender may  charge a fee for the  purpose of
defraying the expense  incident to handling such  returned  check,  and Borrower
agrees to pay such fee.  The fee shall not exceed the maximum  amount  permitted
under applicable law.

DOCUMENT REFERENCE.  The REVOLVING CREDIT AGREEMENT FLOOR PLAN OF MOTOR VEHICLES
between  Borrower  and  Lender is hereby  referenced  to and made a part of this
Promissory Note and related documents.

GENERAL  PROVISIONS.  This Note is payable on demand.  The inclusion of specific
default  provisions  or rights of Lender  shall not preclude  Lender's  right to
declare  payment of this Note on its demand.  If any part of this Note cannot be
enforced,  this fact will not affect the rest of the note. In  particular,  this
section  means (among other  things) that  Borrower  does not agree to intend to
pay, and Lender does not agree or intend to contract for charge,  collect, take,
reserve or receive (collectively  referred to herein as "charge or collect", any
amount in the nature of interest or in the nature of a fee for this loan,  which
would in any way or event (including demand,  prepayment, or acceleration) cause
Lender to charge or collect more for this loan than the maximum  Lender would be
permitted  to charge or collect by federal  law or the law of the State of Texas
(as applicable). Any such excessive interest or unauthorized feel shall, instead
of anything  stated to the  contrary,  be applied  first to reduce the principal
balance of this loan, and when that principal has been paid in full, be refunded
to Borrower.  The right to accelerate  maturity of sums due under this Note does
not include the right to accelerate any interest which has not otherwise accrued
on the date of such  acceleration,  and  Lender  does not  intend  to  charge or
collect any  unearned  interest in the event of  acceleration.  All sums paid or
agreed to be paid to Lender for the use,  forbearance  or  detention of sums due
hereunder  shall,  to the extent  permitted  by  applicable  law, be  amortized,
prorated, allocated and spread throughout the full term of the loan evidenced by
this  Note  until  payment  in full so that the rate or amount  of  interest  on
account  of the loan  evidenced  hereby  does not exceed  the  applicable  usury
ceiling.  Lender may delay or forego  enforcing  any of its  rights or  remedies
under this Note without  losing  them.  Borrower and any other person who signs,
guarantees  or  endorses  this  Note,  to  the  extent  allowed  by  law,  waive
presentment,  demand for payment,  protest, notice of dishonor, notice of intent
to  accelerate  the  maturity of this Note,  and notice of  acceleration  of the
maturity  of this Note.  Upon any  change in the terms of this Note,  and unless
otherwise  expressly stated in writing, no party who signs this Note, and unless
otherwise  expressly stated in writing, no party who signs this Note, whether as
make,  guarantor,  accommodation  maker  or  endorser,  shall be  released  from
liability.  All such parties  agree that Lender may renew or extend  (repeatedly
and for any  length  of time)  this  loan,  or  release  any part,  partner,  or
guarantor or  collateral;  or impair,  fail to realize upon or perfect  Lender's
security interest in the collateral  without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan without the consent
of or notice to anyone other than the party with whom the modification is made.



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<PAGE>



RESTATEMENT  OF PRIOR  NOTE.  This Note  amends,  restates,  modifies,  extends,
increases  and  replaces,  but does not  extinguish  the  indebtedness  by, that
certain  Promissory  Note,  dated  October 26, 1998,  in the original  principal
amount of $750,000.00, executed by Borrower, payable to the order of Lender.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES  RECEIPT OF
A COMPLETED COPY OF THE NOTE.

 BORROWER:

 ACE Motor Company

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















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