SECURED PROMISSORY NOTE

$300,000.00                                                  Scottsdale, Arizona
                                                               December 29, 2000

                  FOR VALUE RECEIVED, AUTOTRADECENTER.COM INC., an Arizona
corporation ("Maker"), promises to pay to Mark Moldenhauer ("Holder"), an
individual, the sum of THREE HUNDRED THOUSAND and no/hundreds DOLLARS
($300,000.00) plus interest on the principal accruing from December 30, 2000 at
the rate of twelve percent (12%) per annum. All principal and accrued but unpaid
interest hereunder shall be due on February 28, 2001. Payments shall be made to
c/o Mark Moldenhauer, 14500 N. Northsight Blvd., Suite 213, Scottsdale, AZ
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 also have the right to accelerate the
outstanding balance hereof without notice or demand and in the event that either
Roger L. Butterwick or John E. Rowlett ceases to be officers and/or directors of
Maker.

                  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 on file with the Secretary of State, State of Arizona.

                  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.



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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.

                  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