EXHIBIT 4.6

          STATEMENT PURSUANT TO SECTION 10-602 OF THE ARIZONA BUSINESS
              CORPORATION ACT OF AUTOTRADECENTER.COM INC. REGARDING
                            SERIES E PREFERRED STOCK


<PAGE>

                                    STATEMENT
                                       OF
                            AUTOTRADECENTER.COM INC.
               PURSUANT TO ARIZONA REVISED STATUTES SECTION 10-602

         AutoTradeCenter.com Inc., an Arizona corporation (the "Corporation"),
does hereby certify as follows:

         1.  The name of the Corporation is AutoTradeCenter.com Inc.

         2.  Attached hereto as EXHIBIT A is a true and correct copy of the
             resolutions establishing and designating the series, and fixing and
             determining the privileges and voting powers of the shares of
             Series E Redeemable Preferred Stock, and the restrictions and
             qualifications therefor.

         3.  The resolutions were adopted as of the 13th day of July, 2001.

         4.  The resolutions have been duly adopted by the Corporation's board
             of directors and have not been amended, modified, rescinded, or
             superseded and remain in full force and effect.

         IN WITNESS WHEREOF, the Corporation has caused this Statement to be
executed, delivered, and filed this 13th day of July, 2001.


                                       AUTOTRADECENTER.COM INC.



                                       /s/ ROGER BUTTERWICK
                                       ----------------------------------------
                                       Roger Butterwick, President



                                       /s/ JOHN E. ROWLETT
                                       ----------------------------------------
                                       John E. Rowlett, Secretary


<PAGE>

                                    EXHIBIT A

WHEREAS, the AutoTradeCenter.com  Inc. (the "Corporation") has entered into that
certain  Loan and Stock  Purchase  Agreement  dated  July 13,  2001  (the  "Loan
Agreement")  pursuant to which the Corporation  shall receive a multiple advance
line of credit (the  "Loan")  and issue  shares of the  Corporation's  preferred
stock; and

WHEREAS,  Article  2  of  the  Articles  of  Incorporation  of  the  Corporation
authorizes the issuance of One Million  (1,000,000)  shares of preferred  stock,
$0.10 par value per share, issuable from time to time in one or more series; and

WHEREAS,  the Board of  Directors  is  authorized  by  Article  2 to divide  the
preferred  stock  into  series  and  to  fix  and  determine  the  designations,
preferences,  privileges,  and  voting  powers of the  shares of each  series of
preferred stock so established, and the restrictions and qualifications thereof;
and

WHEREAS,  it is the desire of the Board of Directors,  pursuant to the authority
granted to it, to provide for the issuance of a series of preferred stock and to
fix  the  rights,  preferences,  privileges,  restrictions,  and  other  matters
relating to such series.

NOW,  THEREFORE,  BE IT  RESOLVED,  that the  Board  of  Directors  does  hereby
authorize  and provide for the  issuance of a series of  preferred  stock of the
Corporation  as herein  described  and does hereby fix and determine the rights,
preferences, privileges, restrictions, and other matters relating to such series
of preferred stock as follows:

         1.  DESIGNATION  OF SERIES.  This Series shall have $0.10 par value per
share and  shall be  designated  as Series E  Redeemable  Preferred  Stock  (the
"Series E Preferred").

         2.  NUMBER  OF  SHARES.  The  number of  authorized  shares of Series E
Preferred  shall be 1,300,  which  number from time to time may be  increased or
decreased (but not below the number of shares of the series then outstanding) by
resolution of the Board of Directors of the Corporation.

         3.  DIVIDENDS,  LIQUIDATION,  AND  DISSOLUTION.  Holders  of  Series  E
Preferred  shall not be  entitled  to  dividends,  liquidation,  or  dissolution
preferences.

4.       AUTOMATIC REDEMPTION.

         (a) Upon the  earlier  of (i) the  date the Loan is  converted  in full
pursuant to Section 3 of the Loan  Agreement;  (ii) June 30,  2002,  unless such
date is extended to June 30, 2003, by Lender pursuant to the Loan Agreement;  or
(iii)  the date the Loan is repaid  by the  Corporation  in full and the Loan is
terminated  (the  "Redemption  Date"),  the Corporation  shall redeem,  from any
source  of  funds  legally  available  therefor,  the  Series E  Preferred.  The
redemption  price for the  Series E  Preferred  shall be an amount  equal to the
original purchase price per share (the "Series E Redemption Price").

         (b) At least 3 days prior to the Redemption Date,  written notice shall
be mailed,  first class postage prepaid,  to each holder of record (at the close
of business on the business day next


<PAGE>

preceding  the day on which  notice is given) of the  Series E  Preferred  to be
redeemed,  at the address last shown on the records of the  Corporation for such
holder,  notifying such holder of the redemption to be effected,  specifying the
number of shares to be redeemed  from such  holder,  the  Redemption  Date,  the
Series E  Redemption  Price,  the place at which  payment  may be  obtained  and
calling upon such holder to surrender to the  Corporation,  in the manner and at
the place designated, its certificate or certificates representing the shares to
be redeemed (the  "Redemption  Notice").  On or after the Redemption  Date, each
holder of Series E Preferred to be redeemed shall  surrender to the  Corporation
the certificate or certificates  representing  such shares, in the manner and at
the place  designated in the  Redemption  Notice,  and thereupon the  Redemption
Price of such  shares  shall be payable  to the order of the  person  whose name
appears  on such  certificate  or  certificates  as the owner  thereof  and each
surrendered  certificate shall be cancelled. In no event shall less than all the
shares represented by any such certificate be redeemed.

         (c) From and after the Redemption Date,  unless there shall have been a
default in payment of the Redemption  Price, all rights of the holders of shares
of Series E Preferred  designated  for  redemption in the  Redemption  Notice as
holders of Series E Preferred  (except the right to receive the Redemption Price
without  interest upon  surrender of their  certificate or  certificates)  shall
cease with  respect to such  shares,  and such shares  shall not  thereafter  be
transferred on the books of the  Corporation or be deemed to be outstanding  for
any purpose whatsoever.

         (d) Any shares of Series E Preferred  redeemed pursuant to this SECTION
4 or otherwise  acquired by the  Corporation in any manner  whatsoever  shall be
cancelled and shall not under any circumstances re reissued; and the Corporation
may from time to time take such appropriate corporate action as may be necessary
to reduce accordingly the number of authorized shares of Series E Preferred.

5.       VOTING RIGHTS.

         (a) Each holder of Series E Preferred shall vote with holders of Common
Stock of the Corporation  upon all matters  submitted to a vote of shareholders,
including,  but not limited to actions amending the Articles of Incorporation to
increase the number of  authorized  shares of Common  Stock.  The holder of each
share of Series E  Preferred  shall be  entitled to the number of votes equal to
the number of shares of Common Stock into which the outstanding amount under the
Loan Agreement could be converted (assuming the Loan could be converted for less
than the maximum  available  capacity under the Loan) on the record date for the
vote or consent of  shareholders.  Fractional  votes by the  holders of Series E
Preferred  shall not,  however,  be permitted and any  fractional  voting rights
resulting  from the above formula (after  aggregating  all shares into which the
Loan could be converted) shall be rounded to the nearest whole share.

         (b) The  holders of Series E  Preferred,  voting as a  separate  class,
shall  be  entitled  to  elect  two  (2)  directors  (the  "Series  E  Preferred
Directors").  The Series E  Preferred  Directors  shall be elected at the annual
meeting of  shareholders or at any special meeting of holders of preferred stock
called for the purpose thereof or by the written consent of such holders. If any
Series E Preferred  Director  should cease to be a director for any reason,  the
vacancy  shall only be filled by the vote (or written  consent) of a majority of
the outstanding shares of Series E


                                       2

<PAGE>

Preferred Stock, voting as a separate class.

         (c) So long as any shares of Series E Preferred  are  outstanding,  the
Corporation  shall not change the size of the Board of  Directors  to other than
seven (7)  members  without  first  obtaining  the  approval  by vote or written
consent, in the manner provided by law, of the holders of all outstanding shares
of Series E Preferred, voting as a separate class.






                                       3