Exhibit 10.13

                                                  PROMISSORY NOTE

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      Principal        Loan Date       Maturity        Loan No.       Initials
     $750,000.00       10-26-98        4-26-99           101
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Reference  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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Borrower:   Suburba Acquisition Company, Inc.       Lender: AutoPrime, Inc.
            dba ACE Motor Co._                              200 Crescent Ct.
            5949 Sherry Lane, Suite 525                     Suite 1900
            Dallas, TX  75225_                              Dallas, TX  75201

Principal Amount:  $750,000.00  Initial Rate:  15.000%      Note Date: 10-26-98

PROMISE TO PAY. Suburba Acquisition Company,  Inc.  ("Borrower") promises to pay
AutoPrime,  Inc.  ("Lender"),  or order, in lawful money of the United States of
America,  the principal  amount of Seven hundred fifty thousand & 00/100 Dollars
($750,000.00)  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 Finance Code and Articles 1D.002 and 1D.003 of the Texas Credit Title.
The terms,  included  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 Finance 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 April
26, 1999.  In addition,  Borrower will pay regular  monthly  payments of accrued
unpaid interest beginning December 1, 1998, 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 a 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.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index known as 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 than each day. The Index currently is 8.5% 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 15% per annum.  Notice: Under no circumstances will the interest rare 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 greater of
(a) the maximum rate of interest permitted under federal or other law applicable

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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  1D.002 and 1D.003
of the Texas Credit Title.

PREPAYMENT. 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 of 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 rate, 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'  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. This includes 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
prospect of payment or performance of the  indebtedness is impaired.  (i) Lender
in good faith deems itself insecure.

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 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;  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 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 IRA 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.


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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.  The 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,
_______________________.  ADVANCE REQUESTS CAN BE OBTAINED UPON  NOTIFICATION IN
WRITING TO AutoPrime, Inc. Borrower agrees to be liable for all sums either: (a)
advanced in accordance  with the  instructions  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;  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 sec.
346 of the Texas Finance 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  Suburba  Acquisition  Company,  Inc.  and  AutoPrime,  Inc.  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 or 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 fee 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, whether as
maker,  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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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:

Suburba Acquisition Company, Inc.


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




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