STATEMENT PURSUANT TO SECTION 10-602
                   OF THE ARIZONA BUSINESS CORPORATION ACT OF
                            AUTOTRADECENTER.COM INC.
             FOR DESIGNATION OF SERIES D CONVERTIBLE PREFERRED STOCK


We, Roger L. Butterwick and John E. Rowlett,  being the President and Secretary,
respectively,  of AUTOTRADECENTER.COM INC., a corporation organized and existing
under the laws of Arizona (the "Corporation"),  DO HEREBY CERTIFY that, pursuant
to  authority  conferred  upon  the  Board  of  Directors  by  the  Articles  of
Incorporation  and Section 10-602 of the Arizona  Business  Corporation Act, the
Board of Directors,  by unanimous  written  consent dated January 27, 2000,  and
February 14, 2000, adopted the following  resolution  providing for the issuance
of a series of Preferred Stock:

    RESOLVED,  that  pursuant  to the  authority  vested  in the  Board  of
    Directors,  a series  of  Preferred  Stock  shall be  established,  the
    distinctive  designation  of  which  shall  be  "Series  D  Convertible
    Preferred  Stock"  (such  shares  sometimes  referred  to herein as the
    "Preferred  Shares"  or  the  "Series  D  Preferred  Stock"),  and  the
    preferences  and  relative,  participating,  optional or other  special
    rights  of  Series  D  Preferred   Stock  ,  and  the   qualifications,
    limitations or restrictions thereof shall be as follows:

    (I) NUMBER OF SHARES.  The number of shares which shall  constitute the
    Series D Preferred  Stock shall be 31,200 which number of shares may be
    increased or decreased (but not below the number of shares thereof then
    outstanding) from time to time by resolution of the Board of Directors.

    (II) CONVERSION PROVISIONS. The holders of shares of Series D Preferred
    Stock  shall  have  conversion   rights  as  follows  (the  "Conversion
    Rights"):

         (a) RIGHT TO CONVERT.


              (1)  Each  share  of  Series  D  Preferred   Stock  shall  be
    convertible, at the option of its holder, at any time, into a number of
    shares of Common Stock of the  Corporation  equal to $100.00 divided by
    the conversion price (the "Conversion Price") which shall be Sixty-Five
    Percent  (65%) of the average  Market Price of the Common Stock for the
    10 trading  days  immediately  prior to the  Conversion  Date  (defined
    below),  increased  proportionately  for any  reverse  stock  split and
    decreased   proportionately  for  any  forward  stock  split  or  stock
    dividend.  For purposes of this Section II(a)(1),  Market Price for any
    date shall be the closing  bid price of the Common  Stock on such date,
    as reported by the National Association of Securities Dealers Automated
    Quotation System  ("NASDAQ") or the OTC Bulletin Board, as the case may
    be. The maximum Conversion Price shall be $4.00 per share.

AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 1
SERIES D CONVERTIBLE PREFERRED STOCK
<PAGE>

              (2) No fractional shares of Common Stock shall be issued upon
    conversion  of the Series D Preferred  Stock,  and in lieu  thereof the
    number of shares of Common  Stock  issuable  for the  Preferred  Shares
    converted shall be rounded to the nearest whole number.

              (3) In order to convert the  Preferred  Shares into shares of
    Common Stock,  the holder of the Preferred  Shares shall: (i) complete,
    execute,  and deliver to the  Corporation  the  conversion  certificate
    attached  hereto as Exhibit A (the  "Notice of  Conversion");  and (ii)
    surrender the  certificate or certificates  representing  the Preferred
    Share being converted (the "Converted Certificate") to the Corporation.
    The  Notice of  Conversion  shall be  effective  and in full  force and
    effect if delivered to the  Corporation  by facsimile  transmission  at
    (480) 367-0989; provided that the original Notice of Conversion and the
    Converted Certificate are delivered to the Corporation within three (3)
    business days  thereafter at 8135 East Butherus,  Suite 3,  Scottsdale,
    Arizona 85260, or such other address as the Corporation  shall have. If
    such delivery is made,  the date on which notice of conversion is given
    (the  "Conversion  Date")  shall be  deemed  to be the  date set  forth
    therefor  in the  Notice  of  Conversion;  and the  person  or  persons
    entitled to receive the shares of Common Stock issuable upon conversion
    shall be treated for all  purposes  as the record  holder or holders of
    such shares of Common Stock as of the Conversion  Date. If the original
    Notice of Conversion and the Converted Certificate are not delivered to
    the Corporation within three (3) business days following the Conversion
    Date, the Notice of Conversion shall become null and void as if it were
    never given and the  Corporation  shall,  within two (2) business  days
    thereafter,  return to the holder by  overnight  courier any  Converted
    Certificate  that may have been  submitted in connection  with any such
    conversion.  In the  event  that any  Converted  Certificate  submitted
    represents a number of Preferred Shares that is greater than the number
    of such  shares  that is being  converted  pursuant  to the  Notice  of
    Conversion  delivered in connection  therewith,  the Corporation  shall
    deliver,  together with the certificates for the shares of Common Stock
    issuable  upon  such  conversion  as  provided  herein,  a  certificate
    representing the remaining number of Preferred Shares not converted.

              (4) Upon receipt of a Notice of Conversion,  the  Corporation
    shall   absolutely  and   unconditionally   be  obligated  to  cause  a
    certificate or certificates representing the number of shares of Common
    Stock  to  which a  converting  holder  of  Preferred  Shares  shall be
    entitled as provided  herein,  which shares shall constitute fully paid
    and nonassessable  shares of Common Stock that are freely  transferable
    on the books and records of the Corporation and its transfer agents, to
    be issued to,  delivered by overnight  courier to, and received by such
    holder by the third (3rd) business day following the  Conversion  Date.
    Such  delivery  shall  be made  at such  address  as  such  holder  may
    designate  therefor  in its  Notice  of  Conversion  or in its  written
    instructions submitted together therewith.

AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 2
SERIES D CONVERTIBLE PREFERRED STOCK
<PAGE>

              (5) No less than 100 shares of Series D  Preferred  Stock may
    be  converted  at any one time,  unless the holder then holds less than
    100 shares and converts all shares at that time.

         (b) ADJUSTMENTS TO CONVERSION PRICE.

              (1)  RECLASSIFICATION,  EXCHANGE,  AND  SUBSTITUTION.  If the
    Common Stock  issuable on  conversion  of the Series D Preferred  Stock
    shall be changed  into the same or a different  number of shares of any
    other  class or  classes of stock,  whether by capital  reorganization,
    reclassification,  reverse stock split or forward stock split, or stock
    dividend or  otherwise  (other than a  subdivision  or  combination  of
    shares provided for above), the holders of the Series D Preferred Stock
    shall,  upon its  conversion,  be entitled  to receive,  in lieu of the
    Common  Stock which the holders  would have become  entitled to receive
    but for such change,  a number of shares of such other class or classes
    of stock that would have been subject to receipt by the holders if they
    had  exercised  their  rights of  conversion  of the Series D Preferred
    Stock immediately before that change.

              (2)  REORGANIZATIONS,  MERGERS,  CONSOLIDATIONS,  OR  SALE OF
    ASSETS.  If at any time there shall be a capital  reorganization of the
    Corporation's  common  stock  (other than a  subdivision,  combination,
    reclassification,  or exchange of shares provided for elsewhere in this
    Section II) or merger of the Corporation into another  corporation,  or
    the  sale  of  the   Corporation's   properties   and   assets  as,  or
    substantially  as, an entirety to any other person,  then, as a part of
    such reorganization, merger, or sale, lawful provision shall be made so
    that the holders of the Series D Preferred  Stock shall  thereafter  be
    entitled to receive upon  conversion  of the Series D Preferred  Stock,
    the number of shares of stock or other  securities  or  property of the
    Corporation,  or of  the  successor  corporation  resulting  from  such
    merger,   to  which  holders  of  the  Common  Stock  deliverable  upon
    conversion of the Series D Preferred  Stock would have been entitled on
    such capital reorganization,  merger, or sale if the Series D Preferred
    Stock   had   been   converted    immediately   before   that   capital
    reorganization,  merger, or sale to the end that the provisions of this
    paragraph (b)(2) (including  adjustment of the Conversion Price then in
    effect and number of shares purchasable upon conversion of the Series D
    Preferred  Stock)  shall be  applicable  after  that  event  as  nearly
    equivalently as may be practicable.

              (c) NO IMPAIRMENT.  The Corporation will not, by amendment of
    its   Articles  of   Incorporation   or  through  any   reorganization,
    recapitalization, transfer of assets, merger, dissolution, or any other
    voluntary action,  avoid or seek to avoid the observance or performance
    of any of the  terms  to be  observed  or  performed  hereunder  by the
    Corporation, but will at all times in good faith assist in the carrying
    out of all the  provisions  of this Section II and in the taking of all
    such action as may be necessary or  appropriate in order to protect the
    Conversion  Rights  of the  holders  of the  Series D  Preferred  Stock
    against impairment.

AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 3
SERIES D CONVERTIBLE PREFERRED STOCK
<PAGE>

              (d)  CERTIFICATE  AS TO  ADJUSTMENTS.  Upon the occurrence of
    each adjustment or readjustment of the Conversion  Price for any shares
    of Series D Preferred  Stock,  the  Corporation  at its  expense  shall
    promptly compute such adjustment or readjustment in accordance with the
    terms  hereof  and  prepare  and  furnish  to each  holder  of Series D
    Preferred  Stock  affected  thereby a  certificate  setting  forth such
    adjustment or  readjustment  and showing in detail the facts upon which
    such adjustment or readjustment is based. The Corporation  shall,  upon
    the  written  request at any time of any  holder of Series D  Preferred
    Stock,  furnish  or  cause  to be  furnished  to  such  holder  a  like
    certificate setting forth (i) such adjustments and readjustments,  (ii)
    the  Conversion  Price at the time in  effect,  and (iii) the number of
    shares of Common Stock and the amount,  if any, of other property which
    at the time would be  received  upon the  conversion  of such  holder's
    shares of Series D Preferred Stock.

              (e) NOTICES OF RECORD DATE. In the event of the establishment
    by  the  Corporation  of a  record  of the  holders  of  any  class  of
    securities for the purpose of determining  the holders  thereof who are
    entitled to receive any dividend  (other than a cash dividend) or other
    distribution,  the  Corporation  shall mail to each  holder of Series D
    Preferred  Stock at least twenty (20) days prior to the date  specified
    therein, a notice specifying the date on which any such record is to be
    taken for the purpose of such dividend or  distribution  and the amount
    and character of such dividend or distribution.

              (f)  RESERVATION  OF  STOCK  ISSUABLE  UPON  CONVERSION.  The
    Corporation  shall at all times  reserve and keep  available out of its
    authorized  but unissued  shares of Common Stock solely for the purpose
    of  effecting  the  conversion  of the shares of the Series D Preferred
    Stock such  number of its shares of Common  Stock as shall from time to
    time be sufficient,  based on the Conversion  Price then in effect,  to
    effect the  conversion of all then  outstanding  shares of the Series D
    Preferred  Stock.  If at any time the number of authorized but unissued
    shares of Common Stock shall not be sufficient to effect the conversion
    of all  then  outstanding  shares  of the  Preferred  Stock,  then,  in
    addition to all rights, claims, and damages to which the holders of the
    Series D  Preferred  Stock  shall be  entitled  to receive at law or in
    equity as a result of such  failure by the  Corporation  to fulfill its
    obligations to the holders hereunder, the Corporation will take any and
    all  corporate  or other  action as may, in the opinion of counsel,  be
    helpful,  appropriate,  or  necessary to increase  its  authorized  but
    unissued  shares of Common  Stock to such  number of shares as shall be
    sufficient for such purpose.

              (g) NOTICES. Any notices required by the provisions hereof to
    be given to the holders of shares of Series D Preferred  Stock shall be
    deemed given if deposited in the United  States mail,  postage  prepaid
    and return receipt requested, and addressed to each holder of record at
    its address  appearing on the books of the Corporation or to such other
    address of such holder or its representative as such holder may direct.

AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 4
SERIES D CONVERTIBLE PREFERRED STOCK
<PAGE>


    (III) LIQUIDATION PROVISIONS. In the event of liquidation, dissolution,
    or the winding up of the Corporation, whether voluntary or involuntary,
    any holder of the Series D  Preferred  Stock  shall,  for each share of
    Series D Preferred  Stock,  be entitled  to receive a  distribution  of
    $100.00 out of the assets of the  Corporation,  on an equal  preference
    basis to the Series C Preferred Stock, but prior to any distribution of
    assets  with  respect  to any  other  shares  of  capital  stock of the
    Corporation.

    (IV)  REDEMPTION   PROVISIONS.   So  long  as  there  is  an  effective
    registration  statement and current  prospectus  covering the shares of
    Common  Stock into which the Series D Preferred  Stock is  convertible,
    the  Corporation  shall  have the right and option  upon  notice to the
    holders of the Series D Preferred  Stock to call,  redeem,  and acquire
    any or all of the shares of Series D  Preferred  Stock at a price equal
    to $110.00  per share,  at any time to the extent  such shares have not
    previously  converted to Common Stock  pursuant to the terms  described
    above;  provided,  however,  that the holders of the Series D Preferred
    Stock  shall,  in any event,  have the right  during the 30-day  period
    immediately following the date of the Notice of Redemption, which shall
    fix the date for redemption (the "Redemption  Date"),  to convert their
    shares  of  Series D  Preferred  Stock  in  accordance  with the  terms
    described above. If the shares are converted during such 30-day period,
    this call  option  shall be deemed  not to have been  exercised  by the
    Corporation  with respect to such shares so  converted.  Said Notice of
    Redemption  shall require the holders to surrender to the  Corporation,
    on or before the Redemption Date, to the Corporation's  transfer agent,
    the certificates representing the shares of Series D Preferred Stock to
    be redeemed. Notwithstanding the fact the certificates representing the
    shares called for redemption  have not been  surrendered for redemption
    and  cancellation on or after the Redemption Date, such shares shall be
    deemed to be expired and all rights of the holders  thereof shall cease
    and terminate.

    (V)  VOTING  PROVISIONS.  Except as  otherwise  expressly  provided  or
    required  by  the  Arizona  Business  Corporation  Act,  the  Series  D
    Preferred Stock shall have no voting rights.

    (VI) PREEMPTIVE RIGHTS  PROVISIONS.  The Series D Preferred Stock shall
    no preemptive rights.

    (VII) NO OTHER POWERS,  PREFERENCES,  OR RIGHTS. The shares of Series D
    Preferred  Stock shall not have any relative  powers,  preferences  and
    rights, nor any  qualifications,  limitations or restrictions  thereof,
    other than as set forth herein or in the Statement  Pursuant to Section
    10-602 of the Arizona Business Corporation Act.

    (VIII)  REGISTRATION OF COMMON STOCK ISSUABLE UPON  CONVERSION.  At its
    expense,  the Corporation will file within 30 days of the closing of an
    offering, and will use its best efforts to cause to become effective by
    acceleration as soon as

AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 5
SERIES D CONVERTIBLE PREFERRED STOCK
<PAGE>


    practicable,  a registration statement on Form S-1 under the Securities
    Act of 1933 and all  applicable  Blue Sky laws covering the sale of the
    Common Stock  issuable  upon  conversion of the  Preferred  Stock.  The
    registration shall not in any way limit a holder's rights in connection
    with the  shares  of  Common  Stock  issuable  upon  conversion  of the
    Preferred  Stock from  selling  such shares (i) pursuant to Rule 144 or
    (ii)  pursuant  to any  other  exemption  from  registration  under the
    Securities Act of 1933.

IN WITNESS  WHEREOF,  we have  hereunto set our hands and seals as President and
Secretary, respectively, of the Corporation this _____ day of January, 2000, and
we hereby affirm that the foregoing  Certificate is our act and deed and the act
and deed of the Corporation and that the facts stated therein are true.

/S/ROGER L. BUTTERWICK                   /S/JOHN E. ROWLETT
-----------------------------------      -----------------------------------
Roger L. Butterwick, President           John E. Rowlett, Secretary

AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 6
SERIES D CONVERTIBLE PREFERRED STOCK
<PAGE>



                                    EXHIBIT A

                             CONVERSION CERTIFICATE
                            AUTOTRADECENTER.COM INC.

                      SERIES D CONVERTIBLE PREFERRED STOCK

The undersigned  holder (the "Holder") is  surrendering  to  AUTOTRADECENTER.COM
INC.,  an Arizona  corporation  (the  "Corporation"),  one or more  certificates
representing  shares of Series D Convertible  Preferred Stock of the Corporation
(the "Preferred Stock") in connection with the conversion of all or a portion of
the Preferred  Stock into shares of Common Stock, no par value per share, of the
Corporation (the "Common Stock") as set forth below.

1.       The  Holder  understands  that the  Preferred  Stock was  issued by the
         Corporation  pursuant  to the  exemption  from  registration  under the
         United  States  Securities  Act of 1933,  as amended  (the  "Securities
         Act"),   provided  by  Section  4(2)  and  Rule  506  of  Regulation  D
         promulgated thereunder.

2.       The Holder  represents  and  warrants  that all offers and sales of the
         Common Stock issued to the Holder upon such conversion of the Preferred
         Stock shall be made (a) pursuant to an effective registration statement
         under the  Securities Act (in which case the Holder  represents  that a
         prospectus has been  delivered),  (b) in compliance with Rule 144 under
         the  Securities  Act,  or (c)  pursuant  to some other  exemption  from
         registration.

3.       The Holder agrees that Holder shall not sell more than 20% per month of
         the Common  Stock  owned by Holder  (assuming  full  conversion  of all
         Preferred Stock held by Holder) in the open market.

<TABLE>
<CAPTION>
------------------------------ ---------------------------- --------------------------- ----------------------------
Number  of Shares of Series D
Preferred     Stock     being                               Number    of   Shares   of
converted                      Conversion Price             Common Stock Issuable       Conversion Date
------------------------------ ---------------------------- --------------------------- ----------------------------
<S>                            <C>                          <C>                         <C>

------------------------------ ---------------------------- --------------------------- ----------------------------
</TABLE>

Delivery  Instruction for  certificates of Common Stock and for new certificates
representing any remaining shares of Series D Preferred Stock:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------




-----------------------------------      ---------------------------------------
Print Name of Holder                     Signature of Holder

AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 7
SERIES D CONVERTIBLE PREFERRED STOCK
<PAGE>