EXHIBIT 10.28

                 AMENDED AND RESTATED SECURED PROMISSORY NOTE TO
                      MARK MOLDENHAUER DATED JULY 26, 2001


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                  AMENDED AND RESTATED SECURED PROMISSORY NOTE



$738,200.66                                                     Phoenix, Arizona
                                                                   July 26, 2001


         FOR VALUE RECEIVED,  AUTOTRADECENTER.COM  INC., an Arizona  corporation
(the "Maker"),  promises to pay to Mark Moldenhauer ("Holder"), the sum of SEVEN
HUNDRED  THIRTY  EIGHT  THOUSAND  TWO  HUNDRED   DOLLARS  AND  SIXTY  SIX  CENTS
($738,200.66)  and to pay  interest  on the  first  day of  each  month  (unless
otherwise  requested by Holder) beginning August 1, 2001  on principal  accruing
from the date hereof on the full  principal  balance,  all at the rate of twelve
percent (12%) per annum. The principal balance  outstanding,  hereunder,  if not
sooner paid as provided herein, shall be due and payable as follows: (i) $25,000
on the  first of  November  and  December  2001;  (ii)  $50,000  on the first of
January, February, March, April, and May 2002; and (iii) $438,200.66 on June 30,
2002.  Payments shall be made to Mark  Moldenhauer,  14500 N. Northsight  Blvd.,
Suite 213, Scottsdale, Arizona 85260.

         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.

         Holder  shall have the  right,  at any time prior to payment of any and
all sums due  pursuant  to this Note,  to convert  said  amount  into  shares of
Maker's  Common  Stock at the lesser of (a) $0.10 per share,  or (b) the Average
Closing Bid Price of Maker's Common Stock for the 30 previous trading days prior
to conversion. As used herein, "Average Closing Bid Price" shall mean (x) if the
Common  Stock of Maker is traded on the  over-the-counter  market and not on the
Nasdaq  National  Market  System nor on any national  securities  exchange,  the
average  of the per share  closing  bid  prices of the  Common  Stock for the 30
consecutive  trading  days  prior to  conversion,  as  reported  by Nasdaq or an
equivalent  generally accepted reporting service,  or (y) if the Common Stock is
traded  on  the  Nasdaq  National  Market  System  or on a  national  securities
exchange,  the average of the per share  closing bid prices of the Common  Stock
for the 30 consecutive  trading days prior to conversion on the Nasdaq  National
Market System or on the principal  stock exchange on which it is listed,  as the
case may be. For purposes of clause (x) above, if trading in the Common Stock is
not  reported by Nasdaq,  the bid price  referred to in said clause shall be the
lowest bid price as reported on the OTC Bulletin Board, or if not available,  in
the "pink sheets"  published by National  Quotation  Bureau,  Incorporated.  The
closing  price  referred to in clause (y) above shall be the last  reported sale
price or, in the case where no such  reported  sale takes place on such day, the
average of the  reported  closing  bid and asked  prices,  in either case in the
Nasdaq  National Market System or on the national  securities  exchange on which
the  Common  Stock is then  listed.  If the  Common  Stock is not  traded




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on any market, the Average Closing Bid Price shall be the fair  market  value as
determined  by the Maker's  Board of  Directors  in its sole  discretion,  which
determination shall be final.

         At no time shall Maker be  obligated or required to pay interest on the
principal  balance of this 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  Note  Maker  is at any time  required  or  obligated  to pay
interest  on the  principal  balance  of this  Note at a rate in  excess of such
maximum rate, the rate of interest under this 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 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.  Maker hereby also  acknowledges  that the
loan for which payment is promised hereby has been made, is issued pursuant, and
is subject,  to the Arizona Uniform Commercial Code Financing  Statement - UCC-1
filed July __, 2001 with the  Secretary  of State,  State of Arizona,  a copy of
which is attached to this Note and incorporated by reference herein.

         This 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 Note is
executed by a representative)  represents that Maker has full power,  authority,
and  legal  right to  execute  and  deliver  this  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 Note. This Note amends
and restates in full the following Amended and Restated Secured Promissory Notes
(1) payable in the amount of $402,000.00 from  AutoTradeCenter.com  Inc. to Mark
Moldenhauer,   and   (2)   payable   in   the   amount   of   $336,200.66   from
AutoTradeCenter.com   Inc.  to  Pinnacle  Financial   Corporation,   an  Arizona
corporation.  This Note  shall be  subordinate  to the  rights  and  preferences
created by that certain Loan and Stock Purchase Agreement,  dated July 24, 2001,
by and  between  AutoTradeCenter.com  Inc.,  an Arizona  corporation,  and Eagle
Capital Group, LLC, an Arizona limited liability company.




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

                                       AUTOTRADECENTER.COM INC., an
                                       Arizona corporation



                                       By:  /s/ ROGER L. BUTTERWICK
                                          --------------------------------------
                                       Name: ROGER L. BUTTERWICK
                                            ------------------------------------
                                       Its:  PRESIDENT
                                           -------------------------------------



                                       ACCEPTED BY


                                       /s/ MARK MOLDENHAUER
                                       -----------------------------------------
                                       Mark Moldenhauer











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                              INDIVIDUAL GUARANTORS



         We, the undersigned,  personally  guaranty the payment of the aforesaid
Note.



Signed in the presence of:                    Individual Guarantors:


/s/ TODD KIRKENDOLL                           /s/ ROGER L. BUTTERWICK
------------------------------------          ----------------------------------
Witness                                       Roger L. Butterwick


/s/ TODD KIRKENDOLL                           /s/ JOHN E. ROWLETT
------------------------------------          ----------------------------------
Witness                                       John E. Rowlett