PURCHASE AGREEMENT

AGREEMENT made as of this 23rd day of March, 2000, by and among
AUTOTRADECENTER.COM INC., an Arizona corporation ("ATC"), LLOYDMINISTER
ENTERPRISES INC. ("LEI"), and KINDERSLEY HOLDINGS INC. ("KHI").

WHEREAS, ATC currently owns 5,500,000 shares or 55% of the 10,000,000 shares of
common stock of BusinessTradeCenter.com, an Arizona corporation ("BTC"), which
are issued and outstanding ; and

WHEREAS, LEI currently owns 4,500,000 shares of common stock or 45% of BTC (the
"Shares"); and

WHEREAS, KHI is the holder of a promissory note from BTC in the principal
amount of $200,000, which is convertible into shares of BTC common stock (the
"Promissory Note"); and

WHEREAS, ATC desires to acquire 100% of the equity interest in BTC and LEI and
KHI are willing to sell their interests to ATC;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and
covenants herein contained, the parties hereto agree as follows:

1.       Upon the Closing of this transaction, LEI shall sell, assign,
         transfer, and deliver to ATC and ATC shall purchase from LEI the
         Shares.  The purchase price shall be 5,000,000 restricted shares of
         common stock of ATC (the "ATC Stock").  LEI shall endorse the stock
         certificate(s) representing the Shares in blank or deliver an executed
         stock power.

2.       Upon the Closing of this transaction, KHI shall sell, assign,
         transfer, and deliver to ATC and ATC shall purchase from KHI the
         Promissory Note.  The purchase price shall be US$200,000.  KHI shall
         execute an Assignment of Note in the form attached hereto as Exhibit A.

3.       The Closing of the purchase and sale provided for by this Agreement
         shall take place at the office of ATC, 8135 East Butherus, Suite 3,
         Scottsdale, Arizona, on Monday, March 27, 2000, at 1:00 p.m.

4.       LEI represents and warrants to ATC that:

         (a)      LEI is the sole and exclusive record and beneficial owner of
                  the Shares.  LEI possesses good and merchantable title to the
                  Shares, and owns the Shares free and clear of any and all
                  security interests, agreements, restrictions, claims, liens,
                  pledges, and encumbrances of any nature or kind.  LEI has the
                  absolute and unconditional right to sell, assign, transfer,
                  and deliver the Shares to ATC in accordance with the terms of
                  this Agreement.




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        (b)      LEI has full right, power, and authority to enter into this
                  Agreement.  This Agreement is a valid and legally binding
                  obligation of LEI and is fully enforceable against LEI in
                  accordance with its terms, except as such enforceability may
                  be limited by general principles of equity, bankruptcy,
                  insolvency, moratorium, and similar laws relating to
                  creditors' rights generally.

5.       KHI represents and warrants to ATC that:

         (a)      KHI is the sole and exclusive record and beneficial owner of
                  the Promissory Note.  KHI possesses good and merchantable
                  title to the Promissory Note, and owns the Promissory Note
                  free and clear of any and all security interests, agreements,
                  restrictions, claims, liens, pledges, and encumbrances of any
                  nature or kind.  KHI has the absolute and unconditional right
                  to sell, assign, transfer, and deliver the Promissory Note to
                  ATC in accordance with the terms of this Agreement.

         (b)      KHI has full right, power, and authority to enter into this
                  Agreement.  This Agreement is a valid and legally binding
                  obligation of KHI and is fully enforceable against KHI in
                  accordance with its terms, except as such enforceability may
                  be limited by general principles of equity, bankruptcy,
                  insolvency, moratorium, and similar laws relating to
                  creditors' rights generally.

6.       ATC represents and warrants to LEI and KHI that:

         (a)      ATC is a corporation duly organized, validly existing, and in
                  good standing under the laws of the State of Arizona.  ATC
                  has all requisite corporate power to enter into this
                  Agreement and to perform its obligations hereunder.

         (b)      The execution, acknowledgment, delivery, and performance of
                  this Agreement by ATC, and the consummation by ATC of the
                  transactions contemplated hereby, have been duly and validly
                  authorized by ATC.  This Agreement has been duly executed,
                  acknowledged, and delivered by ATC and is a legal, valid, and
                  binding obligation of ATC, enforceable against ATC in
                  accordance with its terms, except as such enforceability may
                  be limited by general principles of equity, bankruptcy,
                  insolvency, moratorium, and similar laws relating to
                  creditors' rights generally.

7.       The consummation of this Agreement and the issuance of the ATC Stock
         as contemplated herein constitutes the offer and sale of securities as
         those terms are defined in the Securities Act of 1933 (the "Securities
         Act") and applicable state statutes.  Such transactions shall be
         consummated in reliance on certain exemptions from the registration
         requirements of the Securities Act and applicable state statutes which
         depend, upon other items, on the circumstances under which such
         securities are acquired. Accordingly, LEI represents and warrants that:



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         (a)      LEI acknowledges that neither the Securities and Exchange
                  Commission nor the securities commission of any state or
                  other federal agency has made any determination as to the
                  merits of acquiring the ATC Stock and that the acquisition
                  and ownership of the ATC Stock involves certain risks.

         (b)      LEI has received and read this Agreement and the Registration
                  Statement of ATC on Form S-1 filed October 12, 1999, the
                  quarterly reports on Form 10-Q for the quarters ended
                  September 30, 1999 and December 31, 1999 and the current
                  reports on Form 8-K dated February 17, 2000 and February 29,
                  2000, and understand the risks related to the consummation of
                  the transactions herein contemplated.  LEI has been given an
                  opportunity to meet with and ask questions of management of
                  ATC concerning the business, operations and assets of ATC
                  and the transactions contemplated by this Agreement.

         (c)      LEI  has such knowledge and experience in business and
                  financial matters that it is capable of evaluating ATC and
                  its business operations.

         (d)      LEI is acquiring the ATC Stock for its own account and not
                  with a view for resale to others.

         (e)      LEI has not offered or sold any securities of ATC or interest
                  in this Agreement and has no present intention of dividing
                  the ATC Stock to be received or the rights under this
                  Agreement with others or of reselling or otherwise disposing
                  of any portion of such stock or rights, either currently or
                  after the passage of a fixed or determinable period of time
                  or on the occurrence or nonoccurrence of any predetermined
                  event or circumstance.

         (f)      LEI has adequate means of providing for its current needs and
                  possible contingencies and has no need now, and anticipates
                  no need in the foreseeable future, to sell the ATC Stock.
                  LEI is able to bear the economic risks of this investment,
                  and, consequently, without limiting the generality of the
                  foregoing, is able to hold the ATC Stock to be received for
                  an indefinite period of time and has a sufficient net worth
                  to sustain a loss of the entire investment, in the event such
                  loss should occur.

         (g)      LEI understands that the ATC Stock has not been registered,
                  but is being acquired by reason of a specific exemption under
                  the Securities Act as well as under certain state statutes
                  for transactions by an issuer not involving any public
                  offering and that any disposition of the subject ATC Stock
                  may, under certain circumstances, be inconsistent with this
                  exemption and may make LEI an "underwriter" within the
                  meaning of the Securities Act.  It is understood that the
                  definition of "underwriter" focuses upon the concept of
                  "distribution" and that any subsequent disposition of the
                  subject ATC Stock can only be effected in transactions which
                  are not considered synonymous with "public offering" or any
                  other offer or sale involving general solicitation or general
                  advertising.  Under present law, in determining whether a
                  distribution occurs when securities are sold into the public
                  market, under certain circumstances one must consider the
                  availability of public information regarding the issuer,
                  a holding period for the securities sufficient to

PURCHASE AGREEMENT - Page 3


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                  assure that the persons desiring to sell the securities
                  without registration first bear the economic risk of their
                  investment, and a limitation on the number of securities
                  which the shareholder is permitted to sell and on the manner
                  of sale, thereby reducing the potential impact of the sale on
                  the trading markets.  These criteria are set forth
                  specifically in Rule 144 promulgated under the Securities Act,
                  and after one year after the date the ATC Stock is fully paid
                  for, as calculated in accordance with Rule 144(d), sales of
                  securities in reliance upon Rule 144 can only be made in
                  limited amounts in accordance with the terms and conditions
                  of that Rule.  After two years from the date the securities
                  are fully paid for, as calculated in accordance with Rule
                  144(d), they can generally be sold without meeting those
                  conditions, provided the holder is not (and has not been for
                  the preceding three months) an affiliate of the issuer.

         (h)      LEI acknowledges that the shares of ATC Stock must be held
                  and may not be sold, transferred or otherwise disposed of for
                  value unless they are subsequently registered under the
                  Securities Act or an exemption from such registration is
                  available.  ATC's registrar and transfer agent will maintain
                  a stop transfer order against the registration of transfer of
                  the ATC Stock, and the certificates representing the ATC
                  Stock will bear a legend in substantially the following form
                  so restricting the sale of such securities:

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE
                  MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE
                  SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
                  SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE
                  ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE
`                 UNDER THE SECURITIES ACT.

         (i)      ATC may refuse to register transfer of the ATC Stock in the
                  absence of compliance with Rule 144 unless LEI furnishes ATC
                  with an opinion of counsel reasonably acceptable to ATC
                  stating that the transfer is proper.

8.       ATC agrees to register the ATC Stock in a registration statement filed
         under the Securities Act.  The registration statement shall be filed
         not less than 30 days and not more than 120 days after the date of
         this Agreement.  LEI shall provide the information necessary to
         disclose it as a "selling security holder" in the registration
         statement and agrees that it shall not sell more than 20% of the ATC
         Stock in any month.

9.       This Agreement constitutes the entire agreement between the parties
         hereto with respect to the subject matter hereof, and amends and
         supersedes any prior agreements between the parties concerning the
         sale of the Shares and the Promissory Note.

10.      This Agreement shall not be assignable by any party hereto without the
         prior written consent of the other parties hereto.

11.      This Agreement is made and entered into, and shall be governed by and
         construed in accordance with, the laws of the State of Arizona.


PURCHASE AGREEMENT - Page 4
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12.      The parties hereto acknowledge that the Shares and the Promissory Note
         are unique; that any claim for monetary damages may not constitute an
         adequate remedy; and that it may therefore be necessary for the
         protection of the parties and to carry out the terms of this Agreement
         to apply for the specific performance of the provisions hereof.  It is
         accordingly hereby agreed by all parties that no objection to the form
         of the action or the relief prayed for in any proceeding for specific
         performance of this Agreement shall be raised by any party, in order
         that such relief may be expeditiously obtained by an aggrieved party.
         All parties may proceed to protect and enforce their rights hereunder
         by a suit in equity, transaction at law, or other appropriate
         proceeding, whether for specific performance or for an injunction
         against a violation of the terms hereof or in aid of the exercise of
         any right, power, or remedy granted hereunder or by law, equity, or
         statute or otherwise.  No course of dealing and no delay on the part
         of any party hereto in exercising any right, power, or remedy shall
         operate as a waiver thereof or otherwise prejudice its rights, powers,
         or remedies, and no right, power, or remedy conferred hereby shall be
         exclusive of any other right, power, or remedy referred to herein or
         now or hereafter available at law, in equity, by statute, or otherwise.

13.      LEI and KHI jointly and severally agree to execute, acknowledge, and
         deliver, after the date hereof, without additional consideration, such
         further assurances, instruments, and documents, and to take such
         further actions, as ATC may request in order to fulfill the intent of
         this Agreement and the transactions contemplated hereby.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date first above written.

"ATC"                                           "LEI"
AUTOTRADECENTER.COM INC.                         LLOYDMINISTER ENTERPRISES INC.


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

"KHI"
KINDERSLEY HOLDINGS INC.


By:/s/
   -----------------------------------








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