STATEMENT PURSUANT TO SECTION 10-602
                   OF THE ARIZONA BUSINESS CORPORATION ACT OF
                            AUTOTRADECENTER.COM INC.
             FOR DESIGNATION OF SERIES C 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  consents 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  C  Convertible
    Preferred  Stock"  (such  shares  sometimes  referred  to herein as the
    "Preferred  Shares"  or  the  "Series  C  Preferred  Stock"),  and  the
    preferences  and  relative,  participating,  optional or other  special
    rights  of  Series  C  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 C Preferred  Stock shall be 20,800 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 C Preferred
    Stock  shall  have  conversion   rights  as  follows  (the  "Conversion
    Rights"):

         (a) RIGHT TO CONVERT.

              (1)  Each  share  of  Series  C  Preferred   Stock  shall  be
    convertible,  at the option of its holder,  at any time, into 80 shares
    of  Common  Stock of the  Corporation,  which  is based on the  initial
    conversion price of $1.25 (the "Conversion Price").

              (2) No fractional shares of Common Stock shall be issued upon
    conversion  of the Series C 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

AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 1
SERIES C CONVERTIBLE PREFERRED STOCK

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    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.

              (5) No less than 100 shares of Series C  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 C 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

AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 2
SERIES C CONVERTIBLE PREFERRED STOCK

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    combination of shares provided for above),  the holders of the Series C
    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
    C 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 C Preferred  Stock shall  thereafter  be
    entitled to receive upon  conversion  of the Series C 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 C Preferred  Stock would have been entitled on
    such capital reorganization,  merger, or sale if the Series C 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 C
    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 C  Preferred  Stock
    against impairment.

         (d)  CERTIFICATE  AS TO  ADJUSTMENTS.  Upon the occurrence of each
    adjustment or  readjustment  of the Conversion  Price for any shares of
    Series C 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 C 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 C 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


AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 3
SERIES C CONVERTIBLE PREFERRED STOCK

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    property  which at the time would be received  upon the  conversion  of
    such holder's shares of Series C 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 C
    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 C 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 C 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 C
    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 C  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.

    (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 C  Preferred  Stock  shall,  for each share of
    Series C 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 D 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 C Preferred  Stock is  convertible,
    the  Corporation  shall  have the


AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 4
SERIES C CONVERTIBLE PREFERRED STOCK

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    right and option  upon  notice to the holders of the Series C Preferred
    Stock to call, redeem, and acquire any or all of the shares of Series C
    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 C 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 C 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 C  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  C
    Preferred Stock shall have no voting rights.

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


    (VII) NO OTHER POWERS,  PREFERENCES,  OR RIGHTS. The shares of Series C
    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 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.


AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 5
SERIES C CONVERTIBLE PREFERRED STOCK


<PAGE>


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 C CONVERTIBLE PREFERRED STOCK

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                                    EXHIBIT A

                             CONVERSION CERTIFICATE
                            AUTOTRADECENTER.COM INC.

                      SERIES C 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 C 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 C
Preferred     Stock     being                               Number    of   Shares   of
converted                      Conversion Price             Common Stock Issuable       Conversion Date
------------------------------ ---------------------------- --------------------------- ----------------------------
<S>                             <C>                         <C>                         <C>
                                          $1.25
------------------------------ ---------------------------- --------------------------- ----------------------------
</TABLE>

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

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

AUTOTRADECENTER.COM INC. STATEMENT PURSUANT TO SECTION 10-602             Page 6
SERIES C CONVERTIBLE PREFERRED STOCK

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