EXHIBIT 10.26

                       PROMISSORY NOTE TO R. GARY MCCAULEY
                               DATED MAY 31, 2001


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                                 PROMISSORY NOTE


$200,000.00                                                 Scottsdale, Arizona
                                                            May 31, 2001

         FOR VALUE RECEIVED, AUTOTRADECENTER.COM INC., an Arizona corporation
("Maker"), promises to pay to R. Gary McCauley ("Holder"), an individual, the
sum of TWO HUNDRED THOUSAND and no/hundreds DOLLARS ($200,000.00) plus interest
on the principal accruing from May 31, 2001 at the rate of twelve percent (12%)
per annum. All principal and accrued but unpaid interest hereunder shall be due
on the receipt of payment for the May 31, 2001 invoice due from American Honda
Finance Corporation. Payments shall be made to c/o R. Gary McCauley, 15 Elm
Avenue, Colorado Springs, Colorado 80906.

         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, 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 (18%) per annum.

         At no time shall Maker be obligated or required to pay interest on the
principal balance of this Promissory 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 Promissory Note Maker is at any time required or
obligated to pay interest on the principal balance of this Promissory Note at a
rate in excess of such maximum rate, the rate of interest under this Promissory
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 Promissory 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 will 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 Promissory Note is subject to the Subordination Agreement dated
May 31, 2001 by and between Maker, Holder and Mark Moldenhauer.

         This Promissory 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
Promissory Note is executed by a representative) represents that Maker has full
power, authority, and legal right to execute and deliver this Promissory 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
Promissory Note.

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

AUTOTRADECENTER.COM INC.,
an Arizona corporation


By: /s/ Roger L. Butterwick
   ---------------------------------
    Roger L. Butterwick, its President