AUTOTRADECENTER COM INC
EAGLE LOAN DOCUMENTS
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>9
<FILENAME>ex10-29.txt
<DESCRIPTION>EAGLE LOAN DOCUMENTS
<TEXT>

                                  EXHIBIT 10.29

                     EAGLE CAPITAL GROUP, LLC LOAN DOCUMENTS


<PAGE>


                        LOAN AND STOCK PURCHASE AGREEMENT







                       Dated effective as of July 26, 2001




                                 by and between



                            AutoTradeCenter.com Inc.
                             an Arizona Corporation,

                                       and

                            Eagle Capital Group, LLC
                      an Arizona limited liability company







                                Phoenix, Arizona


<PAGE>


                        LOAN AND STOCK PURCHASE AGREEMENT



         THIS  LOAN  AND  STOCK  PURCHASE  AGREEMENT  ("Agreement")  is made and
entered into as of July 26, 2001,  by and between  AutoTradeCenter.com  Inc., an
Arizona  corporation  ("Borrower")  and Eagle  Capital  Group,  LLC,  an Arizona
limited liability company ("Lender").

                              W I T N E S S E T H:

         WHEREAS,  Borrower has requested Lender to make available to Borrower a
loan and Lender has agreed to do so upon the terms herein set forth; and

         WHEREAS,  in furtherance of accomplishing the transactions  pursuant to
the loan, Borrower shall issue to Lender shares of Series E Redeemable Preferred
Stock having the rights and designations as stated on EXHIBIT A attached to this
Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements contained herein, Borrower and Lender agree as follows:

SECTION 1         DEFINITIONS.

                   As used in this  Agreement,  the  following  terms  have  the
following meanings:

         1.1  "ADVANCE"  shall  mean a  disbursement  of  funds  under  the Loan
pursuant to this Agreement.


         1.2 "AGREEMENT" shall mean this Loan and Stock Purchase  Agreement,  as
the same may be amended,  supplemented,  or modified from time to time, together
with all Exhibits and schedules attached to this Agreement from time to time.

         1.3 "AFFILIATE"  shall mean any person,  firm,  corporation,  or entity
(herein  collectively  called a  "Person",  but only  for the  purposes  of this
Section) directly or indirectly controlling or controlled by, or under direct or
indirect  common  control  with,  another  Person.  A Person  shall be deemed to
control  another Person for the purposes of this definition if such first Person
possesses,  directly or indirectly,  the power to direct, or cause the direction
of, the  management  and  policies  of the second  Person,  whether  through the
ownership of voting  securities,  common  directors,  trustees or  officers,  by
contract or otherwise.

         1.4 "APPROVED LIENS" shall mean: (a) any liens or security interests in
favor of  Lender;  and (b) any Liens for which  Lender has given  prior  written
approval.

         1.5 "BUSINESS DAY" shall mean a day other than a Saturday,  Sunday,  or
other day on which state banking corporations in Phoenix, Arizona are authorized
or required by law to close.

<PAGE>


         1.6 "BUSINESS  PLAN BUDGET" shall mean a detailed  business plan budget
and cash flow agreed to in writing by the parties  indicating  the proposed uses
of funds available to Borrower,  including those funds advanced pursuant to this
Agreement, over a time horizon to be specified by Lender.

         1.7 "COLLATERAL  DOCUMENTS"  shall mean  collectively  the Security and
Stock  Pledge  Agreement,  and  all  other  security  agreements,   assignments,
financing statements, and other documents, whether now or hereafter existing, as
shall from time to time secure the Loan and any other obligations of Borrower to
Lender.

         1.8   "COMMITMENT   FEE"  shall  mean  an  amount   equal  to  $13,000.

         1.9  "COMMITMENT  PERIOD"  shall mean the period from and including the
date hereof to and including the Maturity Date.

         1.10 "COMMON STOCK" shall mean the common stock of the Borrower, no par
value.

         1.11 "CONVERSION  PRICE" shall mean the lesser of (a) $0.10; or (b) the
Average Bid Price of the Common Stock.

                   For purposes of this Agreement, the "Average Bid Price" shall
mean, (i) if the Common Stock is traded in the  over-the-counter  market and not
in the  Nasdaq  National  Market  System  or on any  other  national  securities
exchange, the average of the per share closing bid prices of the Common Stock as
reported  by  Nasdaq  or an  equivalent  generally  accepted  reporting  service
following  the date of the  Initial  Advance  through the earlier of the date of
conversion of the Note or the  Termination  Date, or (ii) if the Common Stock is
traded  in  the  Nasdaq  National  Market  System  or on a  national  securities
exchange,  the average of the daily per share closing prices of the Common Stock
in the Nasdaq National Market System or on the principal stock exchange on which
it is  listed,  as the case may be  following  the date of the  Initial  Advance
through the  earlier of the date of  conversion  of the Note or the  Termination
Date.  For  purposes of clause (i) 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 (ii) 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 on any market, the Average Bid
Price shall be the fair market value as  determined by the  Borrower's  Board of
Directors in its sole discretion, which determination shall be final.

                   Notwithstanding  anything  to the  contrary  in this  SECTION
1.11, in case Borrower shall  hereafter issue shares of its Common Stock or debt
or equity  securities  convertible or exchangeable  into Common Stock (excluding
shares issued (i) upon the declaration of a dividend on or a distribution on its
outstanding  shares of Common  Stock in  shares  of  Common  Stock,  (ii) upon a
subdivision or reclassification of its outstanding shares of Common Stock into a
greater number of shares,  (iii) upon a combination or  reclassification  of its
outstanding  shares of Common Stock into a


                                       2

<PAGE>

smaller  number of shares,  (iv) upon exercise of options  granted to Borrower's
officers, directors, employees, and consultants under a plan or plans adopted by
Borrower's Board of Directors (the "Excluded Options"),  PROVIDED HOWEVER,  that
in no event shall the Excluded  Options exceed 10% of the issued and outstanding
shares of Common Stock;  (v) upon  exercise or conversion of options,  warrants,
convertible securities, and convertible debentures outstanding as of the date of
the Initial Advance,  (vi) to shareholders of any corporation  which merges into
Borrower in proportion to their stock holdings of such  corporation  immediately
prior to such merger, upon such merger, (vii) upon exercise or conversion of any
securities issued to Lender pursuant to this Agreement or the Related Documents,
or (viii) issued in a bona fide public  offering  pursuant to a firm  commitment
underwriting),  for a consideration  per share (the "Offering  Price") less than
the  Conversion  Price,  the  Conversion  Price  shall be  adjusted  immediately
thereafter so that it shall equal the Offering Price.

         1.12  "DEFAULT"  shall mean an event which with the giving of notice or
the passage of time or both would constitute an Event of Default.

         1.13 "DEFAULT INTEREST RATE" shall mean 18% per annum.

         1.14 "EVENT OF  DEFAULT"  shall have the  meaning  assigned  thereto in
SECTION 11.1 hereof.


         1.15 "GAAP" shall mean those generally accepted  accounting  principles
and  practices  which  are  recognized  as such  by the  American  Institute  of
Certified Public Accountants  acting through its Accounting  Principles Board or
by the Financial  Accounting Standards Board or through other appropriate boards
or committees  thereof and which are consistently  applied for all periods so as
to properly reflect the financial  condition,  and the results of operations and
changes in financial position, of Borrower.

         1.16 "GOVERNMENT  AUTHORITY"  shall mean any nation or government,  any
state  or  other  political  subdivision  thereof,  and  any  entity  exercising
executive, legislative,  judicial, regulatory, or administration functions of or
pertaining  to  government,  and  any  corporation  or  other  entity  owned  or
controlled  (through  stock or capital  ownership  or  otherwise,  by any of the
foregoing).

         1.17  "INDEBTEDNESS"  shall mean at a particular time: (a) indebtedness
for borrowed money of which Borrower is liable,  contingently  or otherwise,  as
obligor or  otherwise or any  commitment  by which  Borrower  assures a creditor
against loss,  including  contingent  reimbursement  obligations with respect to
letters of  credit;  (b)  indebtedness  guaranteed  in any  manner by  Borrower,
including guaranties in the form of an agreement to repurchase or reimburse; (c)
obligations  under leases which shall have been or should be, in accordance with
GAAP,  recorded as capital  leases in respect of which  obligations  Borrower is
liable,  contingently  or otherwise,  as obligor or otherwise,  or in respect of
which obligations  Borrower assures a creditor against loss; (d) all liabilities
secured by any Lien on any  Property  owned by  Borrower  even though it has not
assumed or otherwise  become liable for the payment  thereto;  and (e) any other
liability or obligation of Borrower  payable more than one year from the date of
the creation thereof, and which, in accordance with GAAP, is properly shown as a
liability of Borrower on its balance sheet.

         1.18  "INTELLECTUAL  PROPERTY"  shall mean any  intellectual  property,
including foreign and domestic copyrights, copyright applications, copyrightable
material, of any kind or nature, registered


                                       3

<PAGE>


trademarks,  trademark  applications,  non-registered  trademarks,  trade names,
trade dress, patent,  patent applications,  or any other item of like or similar
nature,  now owned or hereafter  acquired by  Borrower,  whether or not formally
perfected,  registered, filed or otherwise or otherwise with any state, federal,
or foreign agency or department,  including all common-law rights related to any
of the foregoing.

         1.19 "INTEREST RATE" shall mean 12% per annum.


         1.20  "LIEN"  shall  mean  any   mortgage,   deed  of  trust,   pledge,
hypothecation,  assignment, deposit arrangement, encumbrance, lien (statutory or
other),  preference,  priority,  or other  security  agreement  or  preferential
arrangement of any kind or nature  whatsoever  including any conditional sale or
other title retention  agreement,  any financing lease having  substantially the
same economic  effect as any of the  foregoing,  and the filing of any financing
statement under the UCC or comparable law of any jurisdiction.

         1.21 "LOAN" shall mean the multiple-advance  non-revolving loan made by
Lender to  Borrower  pursuant  to this  Agreement  and  includes  all amounts of
Borrower's   obligation  guaranteed  by  Lender  pursuant  to  the  NetChemistry
Guaranty.

         1.22 "MATERIAL ADVERSE CHANGE" shall mean (a) a material adverse change
in  the  business,  prospects,   operations,   results  of  operations,  assets,
liabilities,  or condition  (financial  or  otherwise)  of Borrower,  taken as a
whole,  (b)  a  material   impairment  of  Borrower's  ability  to  perform  its
obligations  under this Agreement or any of the Related Documents to which it is
a party or of Lender's  ability to enforce the  obligations  or realize upon the
Collateral (as defined in the Security Agreement),  or (c) a material impairment
of the  enforceability  or priority of the  Lender's  liens with  respect to the
Collateral  (as defined in the Security  Agreement)  as a result of an action or
failure to act on the part of Borrower.

         1.23  "MATURITY  DATE"  shall mean June 30,  2002,  unless such date is
extended  to June 30,  2003,  by  Lender  by 30 days  prior  written  notice  to
Borrower.

         1.24 "MAXIMUM  AVAILABLE CREDIT COMMITMENT" shall mean $1,300,000.00 as
of the date of this Agreement, and shall be reduced pursuant to SECTION 2.1.

         1.25 "MINIMUM PRINCIPAL  REPAYMENT" shall mean five percent (5%) of the
outstanding principal amount under the Note.

         1.26  "NETCHEMISTRY  GUARANTY"  shall  mean the  guaranty  by Lender of
Borrower's   obligation   to   NetChemistry,   Inc,   a   Delaware   Corporation
("NetChemistry"),   pursuant  to  the  Escrow  Agreement  between  Borrower  and
NetChemistry dated on or about the date hereof, and the accompanying Note in the
amount of $309,825 from Borrower to NetChemistry.

         1.27 "NEW CAPITAL  INFUSION" shall mean any and all amounts received by
Borrower in the form of equity  capital,  loans,  and  otherwise  outside of the
ordinary course of Borrower's business after the date of the Initial Advance.


                                       4

<PAGE>


         1.28 "NOTE" shall mean the Multiple  Advance  Credit Note, of even date
herewith,  in the stated principal amount of $1,300,000.00  executed by Borrower
in favor of Lender to evidence  the Loan,  and any other note or notes issued in
substitution, replacement, or renewal of the foregoing note.

         1.29 "PAYMENT  DATE" shall mean each of July 31, 2001, and the last day
of each month  thereafter.  If any Payment  Date is a day that is not a Business
Day, then the Payment Date for that particular  month shall be the next Business
Day after the last day of the month in question.

         1.30  "PERSON"  shall  mean an  individual,  partnership,  corporation,
business trust, joint stock company, trust,  unincorporated  association,  joint
venture, Government Authority, or other entity of whatever nature.

         1.31 "PREPAYMENT SHARES" shall mean 1,500,000 shares of Common Stock of
Borrower.  In the event  that the  Borrower  shall at any time:  (a) pay a stock
dividend;  (b) subdivide its  outstanding  shares of Common Stock into a greater
number of shares;  (c) combine  its  outstanding  shares of Common  Stock into a
smaller  number of  shares;  or (d) issue by  reclassification  of its shares of
Common  Stock any other  capital  stock of the  Borrower,  the  Lender  shall be
entitled to receive the number of  Prepayment  Shares of the  Borrower  which it
would have owned or have been  entitled to receive after the happening of any of
the events  described  above had the Prepayment  Shares been issued  immediately
prior to the happening of such event.

         1.32  "PROPERTY"  shall mean any  interest  in any kind of  property or
asset, whether real,  personal,  or mixed, or tangible or intangible of Borrower
now existing or hereinafter acquired.

         1.33 "QUARTERLY FACILITY FEE" shall mean one percent (1%) of the sum of
(i) the  average  daily  principal  balance  outstanding  during  the  preceding
applicable  three-month  period,  and  (ii) the  average  daily  balance  of all
obligations  of  Borrower  that  are  guaranteed  by  Lender   pursuant  to  the
NetChemistry Guaranty; PROVIDED, HOWEVER, the first Quarterly Facility Fee shall
be calculated commencing on the date hereof, and ending on August 31, 2001.

         1.34 "REGISTRATION RIGHTS AGREEMENT" shall mean the Registration Rights
Agreement between Borrower and Lender, dated as of the date hereof,  pursuant to
which Borrower  agrees to register  shares of its Common Stock that may be owned
or acquired by Lender,  as such  Registration  Rights  Agreement may be amended,
supplemented,  or modified  from time to time,  together  with all  exhibits and
schedules  attached  thereto from time to time.

         1.35  "RELATED   DOCUMENTS"  shall  mean  collectively  the  Note,  the
Collateral  Documents,  the Registration  Rights  Agreement,  the Warrants,  the
Facilities Use and Administrative Services Agreement by and between Borrower and
United  Administration,  Inc.  dated  as of the  date  hereof  (the  "Facilities
Agreement"),  and any  other  notes,  instruments,  mortgages,  deeds of  trust,
security agreements,  assignments,  financing statements, documents, agreements,
certificates,  and guaranties,  whether now or hereafter  existing,  executed in
connection with the Loan.

         1.36  "SECURITY  AGREEMENT"  shall mean the  Security  and Stock Pledge
Agreement  between  Borrower  and  Lender,  dated as of the date  hereof,  which
secures,  among other things,  the


                                       5

<PAGE>

Loan and any other  obligation of Borrower to Lender  pursuant to this Agreement
and the Related  Documents,  as such Security and Stock Pledge  Agreement may be
amended, supplemented, or modified from time to time, together with all Exhibits
and schedules attached thereto from time to time.

         1.37  "TERMINATION  DATE" shall mean the later of (i) the Maturity Date
or (ii)  the  date on  which  Lender  no  longer  has any  liability  under  the
NetChemistry Guaranty.

         1.38  "WARRANTS"  shall mean the  Funding  Warrants  and the  Repayment
Warrants  (as  defined in SECTION  4) issued by  Borrower  in favor of Lender in
connection  with this Agreement,  dated as of the date hereof,  as such Warrants
may be amended,  supplemented,  or modified from time to time, together with all
exhibits and schedules attached thereto from time to time.

         1.39 "UCC" shall mean the Uniform  Commercial Code as the same may from
time to time be in effect in the State of Arizona.

                   Except  as  otherwise  herein  specifically  provided,   each
accounting  term used herein shall have the meaning given to the accounting term
under  GAAP,  all other terms  contained  in this  Agreement  (and which are not
otherwise  specifically  defined herein) shall have the meanings provided in the
UCC to the  extent  the same are used or defined  therein.  Unless  the  context
otherwise  requires,  the words "hereof," "herein," and "hereunder" and words of
similar  import when used in this  Agreement  shall refer to this Agreement as a
whole  and  not  to  any  particular  provision  of  this  Agreement,  the  word
"include(s)"  means "include(s),  without  limitation," and the word "including"
means "including,  without  limitation".  All references to dollar amounts shall
mean amounts in lawful money of the United States of America.

SECTION 2         AMOUNT AND TERMS OF CREDIT LOAN AND STOCK PURCHASE.

         2.1  CREDIT  COMMITMENT.  Subject to the terms and  conditions  hereof,
Lender  agrees  to make the  Loan to  Borrower  during  the  Commitment  Period;
PROVIDED,  HOWEVER,  that the sum of (i) the aggregate  principal balance of the
Loan and (ii) the  aggregate  amount of all  obligations  of  Borrower  that are
guaranteed  by Lender  pursuant to the  NetChemistry  Guaranty  shall at no time
exceed  $1,300,000.  The Loan is not a revolving credit facility and the amounts
borrowed and repaid under the Loan are not available to be  reborrowed.  Amounts
guaranteed by Lender pursuant to the NetChemistry  Guaranty are not available to
be borrowed.  Each and every payment of principal under the Loan and all amounts
guaranteed  by Lender  pursuant to the  NetChemistry  Guaranty  shall reduce the
Maximum  Available Credit  Commitment  dollar for dollar.  During the Commitment
Period,  Borrower may borrow and repay the amounts owing on the Loan in whole or
in part, all in accordance with the terms and conditions of hereof.

         2.2 PURCHASE OF  PREFERRED  STOCK.  Lender  hereby  subscribes  for and
agrees  to  purchase  One  Thousand  Three  Hundred  (1,300)  shares of Series E
Redeemable Preferred Stock (the "Shares") of Borrower, at the price of Ten Cents
($0.10)  per  Share or a total of One  Hundred  and  Thirty  dollars  ($130.00),
payable  by  check  to  Borrower  upon  execution  of  this  Agreement.   Lender
acknowledges  that such  Shares are being  issued for the  purpose of giving the
holder thereof certain voting and other rights. The Shares shall have the rights
and designations as stated on EXHIBIT A.


                                       6

<PAGE>


         2.3 INTEREST PAYABLE.

             (a) Borrower agrees to pay interest on the unpaid  principal amount
from time to time outstanding on the Loan at the Interest Rate.  Borrower agrees
to pay interest on the aggregate  amount of all obligations of Borrower that are
guaranteed by Lender pursuant to the NetChemistry  Guaranty from time to time at
the Interest Rate.

             (b) Except as otherwise stated in this Agreement,  all interest and
fees,  if any,  with  respect to the Loan,  shall be  computed on the basis of a
365-day year and the actual number of days elapsed.

             (c) The unpaid  principal  amount from time to time  outstanding on
the Loan shall bear  interest at the Default  Interest Rate from the date of the
occurrence of an Event of Default  hereunder  until the earlier of: (a) the date
on which the unpaid  principal  amount  outstanding,  together  with all accrued
interest and other amounts payable  hereunder,  is paid in full; or (b) the date
on  which  such  Event  of  Default  is  timely  cured  in a  manner  reasonably
satisfactory to Lender.

             (d) All fees, charges, goods, things in action or any other sums or
things of value,  other  than the  interest  resulting  from the  interest  rate
charged  with  respect to the Loan (as  described  in Section 2 hereof)  paid or
payable by Borrower  (collectively,  the "Additional Sums"), whether pursuant to
this  Agreement or the Related  Documents or any other document or instrument in
any way  pertaining to this lending  transaction,  or otherwise  with respect to
this lending  transaction,  that, under the laws of the State of Arizona, may be
deemed to be interest with respect to this lending transaction,  for the purpose
of any laws of the  State of  Arizona  that may  limit  the  maximum  amount  of
interest  to be charged  with  respect  to this  lending  transaction,  shall be
payable by Borrower as, and shall be deemed to be, additional interest,  and for
such purposes  only,  the agreed upon and  "contracted  for rate of interest" of
this lending transaction shall be deemed to be increased by the rate of interest
resulting from the Additional Sums. Borrower  understands and believes that this
lending  transaction  complies  with the usury laws of the State of Arizona  and
agrees not to challenge in any manner that this lending transaction violates any
such laws;  however,  if any interest or other charges in  connection  with this
lending  transaction are ever determined to exceed the maximum amount  permitted
by law, then Borrower agrees that: (a) the amount of interest or charges payable
pursuant to this  lending  transaction  shall be reduced to the  maximum  amount
permitted by law; and (b) any excess amount  previously  collected from Borrower
in connection  with this lending  transaction  that exceeded the maximum  amount
permitted  by  law,  will  be  credited  against  the  principal   balance  then
outstanding hereunder.

         2.4 FEES.

             (a) COMMITMENT FEE. Upon the date of the Initial Advance,  Borrower
shall pay to Lender the Commitment Fee.


             (b) QUARTERLY FACILITY FEE. Commencing on September 1, 2001, and on
each  December  1,  March 1,  June 1, and  September  1  thereafter  during  the
Commitment Period, Borrower shall pay to Lender the Quarterly Facility Fee.



                                       7

<PAGE>


         2.5 REPAYMENT TERMS.  During the Commitment Period,  Borrower shall pay
to Lender the following:

             (a) On each Payment Date,  Borrower will pay all accrued but unpaid
interest outstanding under the Loan.

             (b) On each Payment Date,  Borrower shall pay to Lender the Minimum
Principal Repayment. In the event that Borrower is not able to pay to Lender the
Minimum Principal  Repayment on a particular  Payment Date, the due date of such
Minimum Principal Repayment shall be extended to the next Payment Date; PROVIDED
HOWEVER,  that in no event shall the due date of any Minimum Principal Repayment
be extended beyond the next Payment Date.

             (c) In the event Borrower receives a New Capital Infusion, Borrower
shall  apply  such  funds  in the  following  order:  (i) upon  approval  of the
Borrower's  Board of  Directors,  for payment of accrued  benefits  and accounts
payable existing as of the date of the Initial  Advance,  in an aggregate amount
not to exceed $185,000; and (ii) one half of any amounts remaining after payment
of (i) above shall be paid to Lender  within two (2) Business Days of Borrower's
receipt thereof and shall be applied in accordance with Section 2.5(f).

             (d)  Borrower  shall  repay  in  full  all  principal,  any  unpaid
interest,  and  other  charges  outstanding  under  the Loan no  later  than the
Maturity Date.

             (e)  Payments  by  Borrower  to  Lender  will be made at 2425  East
Camelback  Road,  Suite 100,  Phoenix,  Arizona 85016 or at such other  location
selected by Lender from time to time, and made in immediately  available  funds,
or such other type of funds selected by Lender.

             (f) Unless otherwise provided in this Agreement,  payments received
by Lender with respect to the Loan shall be applied first to the Commitment Fee,
next to the Quarterly  Facility Fees, next to accrued and unpaid interest,  next
to  additional  sums or other costs or charges  provided for herein or in any of
the Related Documents, and the remainder to the principal amount outstanding.

         2.6  PREPAYMENTS.  Applying all payments as directed in SECTION 2.5(F),
Borrower  may,  at its  option,  at any time and from time to time,  prepay  the
principal amount of the Loan, in whole or in part. In the event Borrower prepays
the  principal  amount of the Loan in full prior to December 31, 2001,  Borrower
shall issue to Lender the Prepayment Shares.

         2.7 LOAN  ACCOUNT.  Lender  shall  maintain  on its  books a record  of
account in which  Lender  shall make  entries  for each  Advance  and such other
debits and credits as shall be appropriate in connection  with the Loan.  Lender
shall provide Borrower with periodic statements of the account of Borrower.

SECTION 3         CONVERSION OF LOAN.


         3.1 CONVERSION RIGHTS.  All outstanding  amounts under the Note may, at
the option of Lender,  be  converted,  in whole or in part, at any time and from
time to time into  fully  paid and  non-


                                       8

<PAGE>


assessable  shares of Common  Stock  (the  "Conversion  Shares").  The number of
Conversion  Shares to which Lender shall be entitled to receive upon  conversion
shall be the quotient obtained by dividing (a) the outstanding  amount under the
Note that Lender elects to convert, by (b) the Conversion Price.

         3.2  ADJUSTMENT  BASED UPON  STOCK  DIVIDENDS,  COMBINATION  OF SHARES,
RECAPITALIZATION.  In the event that the Borrower  shall at any time:  (a) pay a
stock  dividend;  (b)  subdivide its  outstanding  shares of Common Stock into a
greater  number of shares;  (c) combine its  outstanding  shares of Common Stock
into a smaller number of shares; or (d) issue by  reclassification of its shares
of Common Stock any other special  capital  stock of the  Borrower,  the Lender,
upon  surrender  of the Loan for  conversion,  shall be  entitled to receive the
number of shares of Common Stock or other capital stock of the Borrower which it
would have owned or have been  entitled to receive after the happening of any of
the  events  described  above had the Loan  converted  immediately  prior to the
happening of such event.

         3.3 ADJUSTMENT  BASED UPON MERGER OR  CONSOLIDATION.  If at any time or
from time to time there shall be a merger or  consolidation  of Borrower with or
into another  entity  (other than a merger or  reorganization  involving  only a
change in the state of  incorporation  of the  Borrower),  or the sale of all or
substantially  all of  Borrower's  capital  stock or assets to any other entity,
then,  as a part of such  reorganization,  merger,  or  consolidation,  or sale,
provision  shall be made so that the Lender  shall  thereafter  be  entitled  to
receive  upon  conversion  of the Note the  number  of  shares of stock or other
securities or property of Borrower,  or of the successor  corporation  resulting
from such merger or  consolidation,  to which Lender would have been entitled if
Lender had converted the Note immediately prior to such capital  reorganization,
merger, consolidation or sale.

         3.4 EXERCISE OF CONVERSION PRIVILEGE. The conversion privilege provided
for herein shall be  exercisable by Lender by written notice to the Borrower and
surrender of the Note in exchange for the Conversion Shares.

         3.5 STATUS OF SHARES TO BE ISSUED.  All of the Conversion Shares shall,
upon issuance,  be validly issued, fully paid,  non-assessable,  and free of any
preemptive rights created by the Borrower.

         3.6 ISSUANCE OF STOCK  CERTIFICATE.  Upon  conversion of the Loan,  the
Borrower  shall  immediately  issue to  Lender  a  certificate  or  certificates
representing the Conversion Shares. Such certificates of Conversion Shares shall
be deemed to have been issued and Lender shall be deemed to have become a holder
of such Conversion  Shares as of the close of business on the date of the notice
of  conversion,   notwithstanding   that  the  certificates   representing  such
Conversion  Shares  shall not  actually  have been  delivered  or that the stock
transfer books of the Borrower shall then be closed.

         3.7 RESERVE OF SHARES.  The Borrower  shall at all times reserve out of
its authorized shares of Common Stock a number of shares sufficient to enable it
to comply with its obligation to issue the Conversion Shares.

         3.8 RESTRICTED  SECURITIES.  The Conversion  Shares will be "restricted
securities"  within the meaning of Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act").


                                       9

<PAGE>


         3.9 NO REGISTRATION.  Upon conversion,  the Conversion  Shares will not
have been registered under the 1933 Act, the Arizona  Securities Act, as amended
from time to time  (the  "Arizona  Act"),  or the  securities  laws of any other
jurisdiction and must be held indefinitely without any transfer,  sale, or other
disposition unless (a) they are subsequently  registered under the 1933 Act, the
Arizona Act, and the securities laws of any other  applicable  jurisdiction  or,
(b)  in  the  opinion  of  counsel   reasonably   acceptable  to  the  Borrower,
registration  is not  required  under  such  Acts or laws  as the  result  of an
available exemption.

         3.10 LEGEND. There shall be endorsed on the certificates evidencing the
Conversion Shares a legend substantially to the following effect:

             "THE SHARES  EVIDENCED BY THIS CERTIFICATE HAVE
             NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
             1933,   AS   AMENDED,   AND  SUCH   SHARES  ARE
             'RESTRICTED  SECURITIES' AS DEFINED BY RULE 144
             UNDER  THAT ACT.  THE  SHARES  MAY NOT BE SOLD,
             TRANSFERRED,  PLEDGED,  OR  HYPOTHECATED IN THE
             ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT
             REGISTERING THE SHARES UNDER THE SECURITIES ACT
             OF 1933, AS AMENDED,  OR, IN LIEU  THEREOF,  AN
             OPINION  OF   COUNSEL   TO  THE   EFFECT   THAT
             REGISTRATION  IS NOT  REQUIRED  UNDER THAT ACT.
             WITHOUT LIMITING THE FOREGOING,  THE SHARES MAY
             NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED
             OF WITHOUT  AN  OPINION  OF  COUNSEL  THAT SUCH
             TRANSFER,  SALE, OR OTHER  DISPOSITION DOES NOT
             VIOLATE  THE  ARIZONA  SECURITIES  ACT  OR  THE
             SECURITIES  LAWS OF ANY OTHER  JURISDICTION  OR
             THE RULES AND REGULATIONS THEREUNDER.

         3.11  RESTRICTION  ON OTHER  SECURITIES.  Except upon  certain  limited
circumstances,  the  restrictions on the transfer of the Conversion  Shares will
also apply to any and all shares of capital stock or other securities  issued or
otherwise acquired with respect thereto including,  shares and securities issued
or acquired as a result of any stock  dividend,  stock split, or exchange or any
distribution of shares or securities  pursuant to any corporate  reorganization,
reclassification, or similar event.

         3.12  REFUSAL  TO  TRANSFER.  The  Borrower  may not refuse to effect a
transfer,  sale, or other  disposition of the Conversion Shares by the Lender or
its successors or assigns otherwise than as contemplated hereby.

SECTION 4         WARRANTS.


         4.1  FUNDING  WARRANT.  As  additional   consideration  for  the  Loan,
contemporaneously with execution of this Loan Agreement, Borrower shall issue to
Lender five-year  warrants to purchase that number of shares of Common Stock, at
an  exercise  price of  $0.125  per  share,  equal to the  product  obtained  by
multiplying  (a) 50%, by (b) a  fraction,  the  numerator  of which shall be the
aggregate  amount of all Advances,  and the denominator of which shall be $0.10,
upon the terms and  conditions  of the  funding  warrant  certificate  ("Funding
Warrant").


                                       10

<PAGE>


         4.2  REPAYMENT  WARRANT.  As  additional  consideration  for the  Loan,
contemporaneously with execution of this Loan Agreement, Borrower shall issue to
Lender 90-day  warrants to purchase shares of Common Stock, at an exercise price
of $0.10 per  share,  upon the terms and  conditions  of the  repayment  warrant
certificate ("Repayment Warrant").

         4.3 TERMS. The number of shares pursuant to the Warrants,  the exercise
price,  and other  terms of the  warrants  pursuant  to this  SECTION 4 shall be
evidenced by the terms of the warrants.

SECTION 5         COLLATERAL.


         5.1 COLLATERAL.  The obligations of Borrower to Lender pursuant to this
Agreement   and  the  Related   Documents   shall  be  secured  by  a  perfected
first-priority security interest in all of Borrower's Property.

SECTION 6         CONDITIONS PRECEDENT TO LOAN.


         6.1 INITIAL ADVANCE.  Upon execution of this Agreement and satisfaction
of the  following  conditions,  Lender  agrees  to make an  initial  advance  to
Borrower of at least $250,000 (the "Initial Advance").  In addition to the terms
and conditions  otherwise  contained herein  (including  SECTION 2 hereof),  the
obligation of Lender to make the Initial  Advance under the Loan is  conditioned
on Lender receiving, prior to the Initial Advance, each of the following, all of
which shall be in such form reasonably satisfactory to Lender:

             (a) evidence of cancellation of the following promissory notes, (1)
a promissory  note in the amount of $336,200.66,  due April 1, 2002,  payable to
Pinnacle  Financial  Corporation,  and (2) a  promissory  note in the  amount of
$402,000.00, due April 1, 2002, payable to Mark Moldenhauer (the "Prior Notes");

             (b) an  amended  and  restated  promissory  note in the  amount  of
$738,200.66,  payable to Mark  Moldenhauer,  such note combining the Prior Notes
(the "Moldenhauer Note");

             (c) a  Subordination  Agreement  by  and  among  Mark  Moldenhauer,
Borrower,  and Lender with respect to the Prior Notes, the Moldenhauer Note, the
Loan, and the Related Documents;

             (d)  a  Secretary's   Certificate,   executed  by  the   Borrower's
Secretary,  confirming that the following  amounts have been converted to Common
Stock at a  conversion  price of $0.10 per share:  (i) all accrued  compensation
payable to the Borrower's  Board of Directors  (approximately  $39,000 as of the
date of this Agreement);  (ii) anticipated  future telephonic and annual meeting
compensation  through August 2001 (approximately  $24,000);  and (iii) any other
accrued and unpaid obligations to officers, directors, and 5% shareholders (with
the  exception  of the  Moldenhauer  Note,  and  accrued  bonuses  and  deferred
compensation to officers);

             (e) an opinion  addressed to Lender from  Greenberg  Traurig,  LLP,
special counsel to the Borrower;


                                       11

<PAGE>

             (f) an opinion  addressed to Lender from Dill Dill Carr Stonbreaker
& Hutchings, P.C., counsel to the Borrower;

             (g) this Agreement and the Related  Documents in the forms approved
by Lender duly  authorized,  executed by Borrower and any other parties thereto;
and

             (h) an  agreement by R. Gary  McCauley to (i) defer  payment of all
indebtedness  owed to R. Gary  McCauley  by  Borrower  and (ii) to refrain  from
executing  against  any  collateral   securing  such  indebtedness  until  after
September 30, 2001.

         6.2 REVIEW PERIOD. Notwithstanding anything to the contrary, during the
30-day period following the Initial Advance (the "Review Period"),  Lender shall
have no obligation to make any subsequent advances to the Initial Advance (each,
a "Subsequent Advance"). If Lender is required to make a payment pursuant to the
NetChemistry  Guarantee  during  the  Review  Period,  such  payment  shall  not
constitute a waiver by Lender of the balance of the Review Period,  nor obligate
Lender to make any further Subsequent Advances. The obligation of Lender to make
any  additional  Subsequent  Advances  is  subject  to the  fulfillment,  to the
satisfaction of Lender, of each of the conditions precedent set forth below:

             (a) Lender shall have completed its business, legal, and collateral
due diligence,  including a collateral  audit and review of Borrower's books and
records and verification of Borrower's representations and warranties to Lender,
the results of which shall be satisfactory to Lender;

             (b)  Lender  shall  have  satisfactorily  completed  its  legal due
diligence with respect to Borrower and Borrower's intellectual property;

             (c) All other  documents and legal  matters in connection  with the
transactions contemplated by this Agreement shall have been delivered, executed,
or recorded and shall be in form and substance satisfactory to Lender.

             On or before the end of the  Review  Period,  Lender  shall send to
Borrower a written notice  specifying  whether  Borrower may request  Subsequent
Advances.  In the  event  Lender  elects  not to make any  Subsequent  Advances,
Borrower shall have no right to request or receive any Subsequent  Advances.  If
Lender  determines  on or before the end of the Review  Period that Borrower may
request Subsequent  Advances,  then the provisions of this Agreement,  including
SECTION 6.3, shall govern such Subsequent Advances.

         6.3  SUBSEQUENT  ADVANCES.  Subject to SECTION  6.2, in addition to the
terms and conditions  otherwise  contained herein,  Lender shall make Subsequent
Advances upon receipt of a request from Borrower  therefor in writing with seven
Business  Days'  advance  notice,  together  with a  description  of the  use of
proceeds  thereof.  Borrower  shall not be  entitled  to  receive  more than one
Advance per month.  The  obligation  of Lender to make each  Subsequent  Advance
under the Loan is conditioned upon the following:


                                       12

<PAGE>

             (a) the representations and warranties  contained in this Agreement
and the Security Agreement shall be true and correct in all material respects on
and as of the date of such Subsequent  Advance, as though made on and as of such
date  (except to the extent  that such  representations  and  warranties  relate
solely to an earlier date);

             (b) no  Default  or Event of Default  shall  have  occurred  and be
continuing on the date of such Subsequent Advance,  nor shall either result from
the making thereof,

             (c) no injunction,  writ,  restraining order, or other order of any
nature  prohibiting,  directly or indirectly,  the Subsequent Advance shall have
been issued and remain in force by any Governmental  Authority against Borrower,
Lender, or any of their Affiliates;

             (d) no Material Adverse Change shall have occurred;

             (e)  Borrower  shall have filed with the  Securities  and  Exchange
Commission  its Annual  Report on Form 10-K for the fiscal  year ended March 31,
2001,  containing  therein from  Borrower's  independent  public  accountants an
unqualified opinion on Borrower's financial statements;

             (f) All  software  (including  without  limitation  the source code
thereto) developed pursuant to that certain Agreement for Professional  Services
dated  September  27,  2000  by  and  among  Borrower  and  NetChemistry,   Inc.
("NetChemistry")  and all Work Product,  as that term is defined in that certain
Professional  Consulting  Services  Agreement  dated March 21, 2001 by and among
Borrower and NetChemistry  (including the software and the source code thereto),
shall be (a) placed in an  independent  escrow  account,  governed  by an escrow
agreement  providing  that such  software and Work Product be released to Lender
upon an Event of Default; (b) registered with the United States Copyright Office
in the name of Borrower and Lender shall have recorded an assignment of interest
thereto; and (c) subject to the Security Agreement;

             (g) Lender shall have received a Secretary's Certificate,  executed
by Borrower's Secretary,  confirming that Company shall use the proceeds of each
Subsequent Advance in accordance with Borrower's Business Plan Budget.

         6.4 VOLUNTARY ADVANCES BY LENDER.  Lender shall have the option, at any
time or from time to time, at Lender's sole and absolute discretion,  to advance
to Borrower the remaining Maximum Available Credit Commitment under the Loan and
Borrower agrees to accept such Advances.

SECTION 7         REPRESENTATIONS AND WARRANTIES OF BORROWER.

         In order to induce Lender to enter into this Agreement,  Borrower makes
the  following  representations  and  warranties  to Lender which shall be true,
correct,  and complete as of the date hereof,  and shall be true,  correct,  and
complete as of the Initial  Advance,  and at and as of the date of the making of
each  Subsequent  Advance (or other  extension  of credit) made  thereafter,  as
though made on and as of the date of such Advance (or other extension of credit)
(except to the extent that


                                       13

<PAGE>


such representations and warranties relate solely to an earlier date). Except as
otherwise disclosed on the Borrower's  Disclosure  Schedule,  attached hereto as
EXHIBIT B:

         7.1 ORGANIZATION AND QUALIFICATION. Borrower: (a) is a corporation duly
organized and in good standing  under the laws of the State of Arizona;  (b) has
the requisite  corporate  power and authority to execute this  Agreement and the
Related  Documents  to  which  it is a  party;  (c) has all  necessary  material
licenses, permits, and franchises to borrow hereunder and to grant the liens and
security  interests provided for in this Agreement and the Related Documents and
to own its assets;  (d) is duly licensed or qualified and in good standing to do
business in all  jurisdictions  where  failure to qualify  would have a material
adverse effect;  and (e) has no material  liabilities as a result of any failure
to qualify to do business as a foreign corporation in any jurisdiction.

         7.2 AUTHORIZATION;  VALID OBLIGATION. The making, execution,  delivery,
and performance by Borrower of this Agreement and the Related Documents to which
it is a party and the creation of all Liens  provided for therein have been duly
authorized by all necessary corporate action.

         7.3 TAXES.  Borrower has filed all  applicable  tax returns which it is
required to file.  Borrower has paid or made material provisions for the payment
of  all  taxes,  assessments,  and  other  governmental  charges  owed,  and  to
Borrower's  knowledge no tax deficiencies have been proposed or assessed against
Borrower.

         7.4 NO ENCUMBRANCES.  Borrower is the sole owner of the Property,  free
and clear of Liens except for Approved Liens.

         7.5  LOCATION OF  PROPERTY.  The  Property is not stored with a bailee,
warehouseman,  or similar party and is located only at the locations  identified
on Borrower's Disclosure Schedule.

         7.6 CAPITALIZATION; SUBSIDIARIES.

             (a)  Borrower's  Disclosure  Schedule  sets  forth a  complete  and
accurate description of the authorized capital stock of Borrower,  by class, and
a  description  of the  number of shares of each such  class that are issued and
outstanding.  Other than as set forth on Borrower's  Disclosure Schedule,  there
are no  subscriptions,  options,  warrants,  or calls  relating to any shares of
Borrower's  capital  stock,  including any right of conversion or exchange under
any  outstanding  security or other  instrument.  Borrower is not subject to any
obligation  (contingent  or otherwise)  to  repurchase  or otherwise  acquire or
retire any  shares of its  capital  stock or any  security  convertible  into or
exchangeable for any of its capital stock.

             (b)  Borrower's  Disclosure  Schedule  sets  forth a  complete  and
accurate list of Borrower's direct and indirect  subsidiaries,  showing: (i) the
jurisdiction of their  organization,  (ii) the number of shares of each class of
common and preferred  stock (or other equity  interest)  authorized  for each of
such  subsidiaries,  and (iii) the number and the percentage of the  outstanding
shares of each such class owned  directly or indirectly by Borrower.  All of the
outstanding capital stock (or other equity interest) of each such subsidiary has
been  validly   issued  and  is  fully  paid  and   non-


                                       14

<PAGE>


assessable.  Borrower's  subsidiaries  do not own any material assets and do not
generate any material revenue.

             (c) Except as set forth on Borrower's  Disclosure  Schedule,  there
are no  subscriptions,  options,  warrants,  or calls  relating to any shares of
Borrower's  subsidiaries'  capital  stock,  including any right of conversion or
exchange under any outstanding  security or other  instrument.  Neither Borrower
nor  any  of its  subsidiaries  is  subject  to any  obligation  (contingent  or
otherwise) to repurchase or otherwise acquire or retire any shares of Borrowers'
subsidiaries' capital stock or any security convertible into or exchangeable for
any such capital stock.

         7.7 NO CONFLICTS.

             (a) The execution,  delivery,  and  performance by Borrower of this
Agreement  and the Related  Documents  to which it is a party do not (i) violate
any  provision  of federal,  state,  or local law or  regulation  applicable  to
Borrower,  Borrower's  Articles  of  Incorporation  or  Bylaws,  or  any  order,
judgment,  or decree of any court or other  Governmental  Authority  binding  on
Borrower,  (ii) conflict  with,  result in a breach of, or constitute  (with due
notice or lapse of time or both) a default under any  contractual  obligation of
Borrower,  (iii) result in or require the creation or  imposition of any Lien of
any nature  whatsoever  upon any  properties  or assets of Borrower,  other than
Approved Liens,  or (iv) require any approval of Borrower's  shareholders or any
approval or consent of any Person under any contractual obligation of Borrower.

             (b) Other than the  filing of  financing  statements  and the other
actions  contemplated  in the  Security  Agreement  that  require  actions  by a
Governmental Authority or other Person, the execution, delivery, and performance
by Borrower of this  Agreement and the Related  Documents to which Borrower is a
party do not require any registration with,  consent,  or approval of, or notice
to, or other action with or by, any Governmental Authority or other Person.

             (c)  This  Agreement  and the  other  Related  Documents  to  which
Borrower is a party,  and all other documents  contemplated  hereby and thereby,
when  executed  and  delivered  by  Borrower  will be legal,  valid and  binding
obligations of Borrower,  enforceable  against Borrower in accordance with their
respective terms.

             (d)  Provided  that  Lender  files  financing  statements  with the
appropriate  Governmental  Authorities and the other actions contemplated in the
Security  Agreement that are required to be taken by Persons other than Borrower
are taken, the Lender's Liens are validly created, perfected, and first priority
Liens, subject only to Approved Liens.

         7.8 LITIGATION. There are no actions, suits, or proceedings pending or,
to  the  knowledge  of  Borrower,  threatened  against  Borrower  or  any of its
subsidiaries.

         7.9 NO MATERIAL ADVERSE CHANGE.  All financial  statements  relating to
Borrower  that have been  delivered by Borrower to Lender have been  prepared in
accordance with GAAP (except, in the case of unaudited financial statements, for
the lack of footnotes and presentation items and being subject to year-end audit
adjustments) and present fairly in all material respects,  Borrower's  financial
condition as of the date thereof, and results of operations for the periods then
ended.  There


                                       15

<PAGE>

has not been a Material  Adverse  Change with respect to Borrower since the date
of the latest financial statements submitted to Lender prior to the date of this
Agreement.

         7.10  BROKERAGE  FEES.  Borrower  has not  utilized the services of any
broker or finder in connection with Borrower's  obtaining  financing from Lender
under this  Agreement  and no brokerage  commission or finders fee is payable by
Borrower in connection herewith.

         7.11   INTELLECTUAL   PROPERTY.   Borrower  owns  or  holds  valid  and
enforceable  licenses  in, all  trademarks,  trade names,  copyrights,  patents,
patent rights, and licenses that are necessary to the conduct of its business as
currently conducted.  Borrower's Disclosure Schedule sets forth a true, correct,
and complete listing of all material patents,  patent applications,  trademarks,
trademark  applications,  copyrights,  and copyright  registrations  as to which
Borrower is the owner or is an exclusive licensee.

         7.12 COMPLIANCE WITH LAWS. Borrower is in compliance with each material
legal requirement that is or was applicable to it or to the conduct or operation
of its business or the ownership or use of any of its assets,  including without
limitation the Securities Act, the Securities  Exchange Act of 1934, and general
rules  and  regulations  promulgated  thereunder.  To  the  best  of  Borrower's
knowledge,  no event has occurred or  circumstance  exists that (with or without
notice or lapse of time) (a) may constitute or result in a violation by Borrower
of, or a failure on the party of Borrower to comply  with,  any  material  legal
requirement,  or (b) may give rise to any  obligation on the part of Borrower to
undertake,  or to bear all or any portion of the cost of, any remedial action of
any nature.

         7.13 LEASES.  Borrower enjoys peaceful and undisturbed possession under
all leases to which it is a party or under  which it is  operating.  All of such
leases are valid and subsisting  and no default by Borrower  exists under any of
them.  Borrower's Disclosure Schedule sets forth all leases that are material to
the operation of Borrower's business.

         7.14 COMPLETE DISCLOSURE. To the best of Borrower's knowledge,  neither
this  Agreement,  the  Related  Documents,  nor any  other  agreements,  written
statements,  or  certificates  made  or  delivered  in  connection  herewith  or
therewith  contains any untrue  statement of a material fact or omits to state a
material fact  necessary to make the statements  herein or therein,  in light of
the circumstances  then existing,  not misleading.  The Business Plan Budget and
other projections previously delivered to Lender has been prepared in good faith
by Borrower and Borrower  reasonably  believes that there is a reasonable  basis
for projections in the Business Plan Budget and other projections.

SECTION 8         REPRESENTATIONS AND WARRANTIES OF LENDER.


         To  induce  Borrower  to  enter  into  this  Agreement,  Lender  hereby
represents, warrants, covenants, and acknowledges to Borrower as follows:

         8.1 Lender was not offered nor sold Securities  directly or indirectly,
by means of any form of general advertising or general solicitation,  including,
but  not  limited  to  (i)  any   advertisement,   article,   notice,  or  other
communication  published  in  a  newspaper,   magazine,  or


                                       16

<PAGE>

similar medium of  communication  or broadcast over television or radio; or (ii)
to the  knowledge of Lender,  any seminar or meeting whose  attendees  have been
invited by any general solicitation or general advertising.

         8.2 Lender (i) can bear the economic risk of the transactions  pursuant
to this  Agreement;  (ii) has such  knowledge  and  experience  in business  and
financial  matters  as to be capable  of  evaluating  the merits and risks of an
investment  in  Borrower;  and (iii)  understands  the  non-liquid  nature of an
investment in Borrower.

         8.3 Lender  acknowledges and understands that an investment in Borrower
is a speculative  investment  that involves a high degree of risk, and there can
be no guarantee  of the amount of or type of profit or loss to be  realized,  if
any, as a result of an investment in Borrower.

         8.4 Lender acknowledges that Borrower is relying on exemptions from the
registration  requirements  of the  Securities  Act, and afforded by  applicable
state  statutes  and  regulations.  Lender  hereby  affirms  that  Lender  is an
Accredited  Investor  as  that  term  is  defined  in  Rule  501 of the  General
Regulations promulgated under the Securities Act.

         8.5  Lender  understands  that the Loan,  the  Shares,  the  Conversion
Shares, the Funding Warrants,  the Repayment Warrants, and the Prepayment Shares
(the  "Securities")  issued or issuable pursuant to this Agreement have not been
registered  under the Securities Act or the securities laws of any state and are
subject to substantial restrictions on transfer.

         8.6 Lender  acknowledges  that the  Securities  being  acquired will be
acquired  for  Lender's  own  account  without  a view to  public  distribution,
transfer,  resale,  or assignment and that Lender has no contract,  undertaking,
agreement,  or  arrangement  to sell or  otherwise  transfer  or  dispose of any
Securities or any portion thereof to any other person.

         8.7 Lender  understands  that no federal or state agency  including the
Securities and Exchange  Commission or the securities  commission or authorities
of any other state has approved or disapproved the transactions pursuant to this
Agreement  or made any  finding  or  determination  as to the  fairness  of such
transactions.

         8.8 The foregoing  representations and warranties are true and accurate
as of the date  hereof  and  shall  survive  the  delivery  of  payment.  Lender
understands  that  Borrower  is  relying  upon the  truth  and  accuracy  of the
representations,  warranties, agreements,  acknowledgements,  and understandings
set forth herein in order to determine the  suitability of Lender to acquire the
Securities pursuant to this Agreement. Lender agrees promptly to notify Borrower
of any changes to any of the foregoing.



                                       17

<PAGE>

SECTION 9         AFFIRMATIVE COVENANTS.


                   From and  after  the date of this  Agreement  and  thereafter
until all of the  liabilities  and obligations of Borrower to Lender pursuant to
this  Agreement  and the Related  Documents  are repaid and  performed  in full,
Borrower agrees it shall:

         9.1  CORPORATE  EXISTENCE,  PROPERTIES,  AND  OTHER  REQUIREMENTS.  (a)
Maintain its corporate  existence;  (b) comply in all material respects with all
applicable laws, regulations, ordinances, and orders of any Government Authority
with  authority  over the  business of  Borrower;  and (c) conduct its  business
substantially as now conducted.

         9.2  MAINTENANCE  OF  PROPERTIES.  Maintain  and  preserve  all  of its
properties  which are necessary or useful in the proper  conduct to its business
in good working order and condition, ordinary wear and tear excepted, and comply
at all times with the  provisions of all leases to which it is a party as lessee
so as to prevent any material loss or forfeiture thereof or thereunder.

         9.3  PERFECTION  OF  SECURITY  INTERESTS  AND LIENS.  Assist  Lender to
perfect and protect its security  interests and liens and  reimburse  Lender for
related costs it incurs to protect its security interests and liens.

         9.4  OPERATIONS.  Conduct  its  business  affairs in a  reasonable  and
prudent manner and in material compliance with all applicable laws,  ordinances,
rules,  and regulations of any Governmental  Authority  respecting its Property,
businesses, and operations.

         9.5  ADDITIONAL  ASSURANCES.  Take any action  reasonably  requested by
Lender to carry out the  intent of this  Agreement  and the  Related  Documents,
including  the  execution  and  delivery  to  Lender  of  all  notes,   security
agreements,   financing   statements,   amendments   to  financing   statements,
instruments, documents, and other agreements as Lender may reasonably request to
evidence and secure the Loan and to perfect and protect all  security  interests
and liens.

         9.6 INVOLVEMENT OF LENDER.  Include Lender in (a) the  determination of
the use of  proceeds  from  the  Loan  or any of  Borrower's  Property,  and (b)
discussions  with  respect to  Borrower's  technology  provider  with respect to
current  and future  arrangements  and/or  other  merger and  related  financial
transactions.

         9.7 CORPORATE  RELOCATION.  Use its  reasonable  best efforts to obtain
satisfactory terms and conditions to relocate its corporate  headquarters to the
Camelback Esplanade located at 2425 E. Camelback Road, Phoenix, Arizona.

         9.8 DIRECTOR AND OFFICER INSURANCE.  Use its reasonable best efforts to
increase the director and officer  insurance  maintained  by Borrower to a level
equivalent  to $1.0 million per director.  In the event  Borrower is not able to
maintain such levels of director and officer insurance,  Borrower shall increase
the levels of director and officer insurance at the highest level possible.

         9.9 USE OF PROCEEDS OF INITIAL ADVANCE. Use the proceeds of the Initial
Advance (a) to pay up to $25,000 of the  attorneys'  fees and costs  incurred by
Lender  in  connection  with  preparation


                                       18

<PAGE>

of this Agreement and the Related Documents; (b) to pay $103,275 to NetChemistry
pursuant to the Escrow  Agreement by and among  Borrower,  NetChemistry  and all
other  parties  thereto;  (c) to pay  $45,900 to  NetChemistry  pursuant  to the
Amendment No. 1 to Agreement for  Professional  Services dated as of May 1, 2000
(Hosting  Agreement) by and between  Borrower and  NetChemistry;  (d) to pay the
Commitment  Fee;  and (e) to pay other  amounts  pursuant to the  Business  Plan
Budget as approved by Lender.

         9.10  NOTICE OF EVENT OF  DEFAULT.  Deliver  to  Lender  (i) as soon as
Borrower has knowledge of any event or condition  that  constitutes a Default or
an Event of Default,  notice thereof and a statement of the curative action that
Borrower  proposes to take with  respect  thereto,  and (ii) upon the request of
Lender, any report reasonably  requested relating to the financial  condition of
Borrower.

         9.11 TAXES. Cause all assessments and taxes, whether real, personal, or
otherwise,  due or payable by, or imposed,  levied, or assessed against Borrower
or any of its  assets  to be paid in full,  before  delinquency  or  before  the
expiration of any extension period. Borrower will make timely payment or deposit
of all tax payments and  withholding  taxes  required of it by applicable  laws,
including those laws concerning F.I.C.A., F.U.T.A., state disability, and local,
state,  and federal income taxes,  and will,  upon request,  furnish Lender with
proof  satisfactory to Lender indicating that Borrower has made such payments or
deposits.  Borrower shall deliver satisfactory evidence of payment of applicable
excise taxes in each jurisdictions in which Borrower is required to pay any such
excise tax.

         9.12 INSURANCE.

             (a) At Borrower's expense, maintain insurance respecting its assets
wherever  located,  covering loss or damage by fire, theft,  explosion,  and all
other  hazards  and risks as  ordinarily  are insured  against by other  Persons
engaged in the same or similar businesses.  All such policies of insurance shall
be in  such  amounts  and  with  such  insurance  companies  as  are  reasonably
satisfactory  to Lender.  Borrower  shall deliver copies of all such policies to
Lender with a satisfactory  Lender's loss payable  endorsement  naming Lender as
sole loss payee or additional insured, as appropriate.  Each policy of insurance
or  endorsement  shall  contain a clause  requiring the insurer to give not less
than 30 days prior written notice to Lender in the event of  cancellation of the
policy for any reason whatsoever.

             (b) Borrower shall give Lender prompt notice of any loss covered by
such  insurance.  From and  after an Event of  Default,  Lender  shall  have the
exclusive  right to adjust any losses payable under any such insurance  policies
in excess of $50,000, without any liability to Borrower whatsoever in respect of
such  adjustments.  Any  monies  received  as  payment  for any loss  under  any
insurance policy mentioned above (other than liability insurance policies) or as
payment  of any award or  compensation  for  condemnation  or taking by  eminent
domain,  shall be paid  over to  Lender to be  applied  at the  option of Lender
either to the  prepayment of the  obligations  or shall be disbursed to Borrower
under staged payment terms reasonably  satisfactory to Lender for application to
the  cost  of  repairs,   replacements,  or  restorations.   Any  such  repairs,
replacements,  or restorations shall be


                                       19

<PAGE>

effected with  reasonable  promptness  and shall be of a value at least equal to
the  value  of  the  items  of  property  destroyed  prior  to  such  damage  or
destruction.

             (c) Borrower  will not take out separate  insurance  concurrent  in
form or  contributing  in the event of loss with that  required to be maintained
under this SECTION 9.L2, unless Lender is included thereon as named insured with
the loss payable to Lender  under a lender's  loss  payable  endorsement  or its
equivalent.  Borrower  immediately  shall notify  Lender  whenever such separate
insurance is taken out,  specifying the insurer  thereunder and full particulars
as to the policies  evidencing  the same,  and copies of such policies  promptly
shall be provided to Lender.

         9.13 LEASES. Pay when due all rents and other amounts payable under any
leases to which Borrower is a party or by which Borrower's properties and assets
are bound.

         9.14 EXISTENCE. At all times preserve and keep in full force and effect
Borrower's  valid  existence  and good  standing  and any rights and  franchises
material to Borrower's businesses.

         9.15  DISCLOSURE  UPDATES.  Promptly  and in no event  later  than five
Business  Days after  obtaining  knowledge  thereof,  (a)  notify  Lender if any
written information, exhibit, or report furnished to Lender contained any untrue
statement of a material fact or omitted to state any material fact  necessary to
make  the  statements   contained   therein  not  misleading  in  light  of  the
circumstances  in which  made,  and (b)  correct any defect or error that may be
discovered   therein  or  in  any  Related   Document   or  in  the   execution,
acknowledgement, filing, or recordation thereof.

         9.16  MAINTAIN  LIQUIDITY.  Use its best  efforts  to enable its Common
Stock (a) to be eligible  for  quotation on the OTC  Bulletin  Board,  or (b) if
Borrower meets such  requirements,  to be listed on the Nasdaq  National  Market
System, Nasdaq Small Cap Market, or a nationally recognized securities exchange.

         9.17 TRANSFER OF BANK  ACCOUNTS.  Within 5 Business Days  following the
Initial Advance,  transfer all bank accounts to Compass Bank, including entering
into a  control  agreement  in form and  substance  reasonably  satisfactory  to
Lender.

SECTION 10        NEGATIVE COVENANTS.


                   From and  after  the date of this  Agreement  and  thereafter
until all of the  liabilities  and obligations of Borrower to Lender pursuant to
this  Agreement  and the Related  Documents  are repaid and  performed  in full,
Borrower  agrees it shall not directly or indirectly,  without the prior written
consent of the Lender:

         10.1 LOANS AND GUARANTIES.  (a) Loan money or assets;  or (b) incur any
obligation as surety or guarantor other than in the ordinary course of business.

         10.2 OTHER INDEBTEDNESS. Incur, create, assume, guarantee, or otherwise
become primarily or secondarily liable for, or absolutely or contingently liable
for, or permit to exist, any Indebtedness  (other than to Lender or an Affiliate
of Lender) without the prior written consent of Lender.


                                       20

<PAGE>

         10.3 OTHER LIENS.  Create or permit to be created or allow to exist any
Lien on any  Property  now  owned or  hereafter  acquired  by  Borrower,  except
Approved Liens.

         10.4 SUSPENSION OF BUSINESS.  Voluntarily suspend its business for more
than five days in any fiscal year,  unless a longer  suspension is reasonable as
the result of fire, flood or other acts of God, strike,  lockout, acts of public
enemy,  riot,   insurrection,   or  governmental   regulation  of  the  sale  or
transportation of materials, supplies, or labor.

10.5     RESTRICTIONS ON FUNDAMENTAL CHANGES.

             (a)  Enter  into  any  merger,  consolidation,  reorganization,  or
recapitalization, or reclassify its capital stock.

             (b)  Liquidate,   wind  up,  or  dissolve  itself  (or  suffer  any
liquidation or dissolution).

             (c) Convey, sell, lease,  license,  assign,  transfer, or otherwise
dispose  of,  in  one  transaction  or a  series  of  transactions,  all  or any
substantial part of its assets.

         10.6 NATURE OF BUSINESS. Make any change in the principal nature of its
business.

         10.7 USE OF PROCEEDS.  Use the proceeds of the Advances for any purpose
other than as permitted  herein or in the Business  Plan Budget and as specified
in the use of proceeds  statement  delivered  by  Borrower  when  requesting  an
Advance.

         10.8 BANK ACCOUNTS.  Establish or maintain any bank or deposit  account
at any institution other than Compass Bank.

SECTION 11        DEFAULT AND REMEDIES.


         11.1 EVENTS OF  DEFAULT.  Each of the  following  shall  constitute  an
"Event of Default":

             (a) PAYMENT DEFAULT. Failure of Borrower to make any payment on the
Loan when due and payable under this  Agreement or the Related  Documents  where
such  failure is  continuing  for five days after  written  notice  thereof from
Lender to Borrower.  Notwithstanding the five day cure period provided above, in
the event  that  Borrower  fails to pay to Lender  any  amounts on or before the
original due date,  Borrower  shall pay to Lender a late fee payment equal to 5%
of the late payment.

             (b) CORPORATE  GOVERNANCE  DEFAULT.  Failure of Borrower  within 30
days of the date this  Agreement  to cause the size of its Board of Directors to
be seven directors,  two of which shall be the Series E Directors,  as that term
is defined in the  Statement of Borrower  pursuant to Arizona  Revised  Statutes
section  10-602 with respect to the  Borrower's  Series E  Redeemable  Preferred
Stock;  PROVIDED,  HOWEVER, that the Series E Directors shall only be elected or
appointed by holders of Series E Preferred.

             (c) OTHER  DEFAULTS.  Failure of  Borrower to comply with any other
term,  obligation,  covenant, or condition contained in this Agreement or in any
of the Related Documents


                                       21

<PAGE>


to which  Borrower  is a party,  or failure of Borrower to comply with any other
term,  obligation,  covenant,  or  condition  contained  in any other  agreement
between  Lender and Borrower  where such failure is continuing for 15 days after
written notice thereof from Lender to Borrower.

             (d) FALSE STATEMENTS.  Any warranty,  representation,  or statement
made or furnished to Lender under this Agreement or the Related  Documents or in
any  financial  statement  delivered  to  Lender  pursuant  hereto  is  false or
misleading in any material respect, either now or at the time made or furnished.

             (e)  DEFECTIVE  COLLATERALIZATION.  This  Agreement  or  any of the
Related  Documents ceases to be in full force and effect  (including the failure
of any of the Related  Document to create a valid and  perfected  first-priority
security interest).

             (f)  INSOLVENCY.  The  dissolution or termination of Borrower,  the
insolvency  of  Borrower,  the  appointment  of a  receiver  for any part of the
Property of Borrower,  any  assignment for the benefit of creditors of Borrower,
any type of  workout by a  creditor  of  Borrower,  or the  commencement  of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.

             (g) CREDITOR PROCEEDINGS.  Commencement of foreclosure,  whether by
judicial  proceeding,  self-help,  repossession,  or any  other  method,  by any
creditor of Borrower against any collateral securing the Loan.

             (h) ADVERSE CHANGE.  A Material Adverse Change occurs in Borrower's
financial condition or Property.

             (i)  CONDUCT  OF  BUSINESS   AFFAIRS.   If  Borrower  is  enjoined,
restrained,  or in any way  prevented by court order from  continuing to conduct
all or any material part of its business affairs.

             (j) MATERIAL  LIENS. If a judgment or other claim becomes a Lien or
encumbrance  upon any  material  portion of  Borrower's  assets and such Lien or
encumbrance is not satisfied or released within 10 days.

             (k) OTHER  PAYMENTS.  If  Borrower  makes any payment on account of
Indebtedness that has been contractually subordinated in right of payment to the
payment of the Loan, except to the extent such payment is permitted by the terms
of the  subordination  provisions  applicable to such  Indebtedness or otherwise
permitted in this Agreement.

             (l)  OTHER  AGREEMENTS.  Any  provision  of this  Agreement  or any
Related  Document  shall at any time for any reason be  declared  to be null and
void, or the validity or enforceability  thereof shall be contested by Borrower,
or a proceeding shall be commenced by Borrower, or by any Governmental Authority
having  jurisdiction  over  Borrower,  seeking to establish  the  invalidity  or
unenforceability thereof, or Borrower shall deny that Borrower has any liability
or  obligation  purported  to be created  under this  Agreement  or any  Related
Document.

11.2     REMEDIES UPON EVENT OF DEFAULT.


                                       22

<PAGE>

             (a) Upon the occurrence of an Event of Default, then, at the option
of Lender, without presentment,  notice, notice of dishonor, demand, protest, or
action of any kind by Lender,  all of which are hereby waived, the entire amount
of unpaid principal of and accrued and unpaid interest on the Loan and all other
charges  due  under  this  Agreement  or  the  Related  Documents  shall  become
immediately  due and  payable.  In the case of an Event of  Default  of the type
described  in  the  "Insolvency"   SECTION  11.1(E)  and  11.1(F)  hereof,  such
acceleration shall be automatic and not optional.

             (b) No  remedy  herein  conferred  upon  Lender is  intended  to be
exclusive of any other remedy and each and every such remedy shall be cumulative
and may be  exercised  singularly  or  concurrently  and shall be in addition to
every  other  remedy  given  hereunder,  under the Related  Documents  or now or
hereafter existing at law or in equity or by statute or otherwise.

             (c) Upon the  occurrence  of an Event of Default  prior to December
31, 2001, Borrower shall issue to Lender the Prepayment Shares.

SECTION 12        MISCELLANEOUS.


         12.1  RENEWALS AND  EXTENSIONS.  Borrower  understands  and agrees that
Lender  has made no  commitment  to extend or renew the Loan  subsequent  to the
Termination  Date.  Any  extension  or renewal of the Loan shall at all times be
subject to the sole judgment and absolute discretion of Lender.

         12.2 GAAP. Except as otherwise stated in this Agreement,  all financial
statements and information  provided to Lender and all financial  covenants will
be made under GAAP, consistently applied.

         12.3 GOVERNING LAW. This Agreement and the Related  Documents  shall be
construed in  accordance  with and governed by the laws of the State of Arizona,
without regard to the choice of law rules of the State of Arizona.

         12.4  JURISDICTION AND VENUE.  Borrower hereby expressly agrees that in
the event any actions or other legal  proceedings  are  initiated  by or against
Borrower or Lender  involving any alleged breach or failure by any party to pay,
perform, or observe any sums,  obligations,  or covenants to be paid, performed,
or  observed  by it under  this  Agreement,  or  involving  any other  claims or
allegations  arising out of the  transactions  evidenced or contemplated by this
Agreement  or the  Related  Documents,  regardless  of whether  such  actions or
proceedings shall be for damages,  specific performance or declaratory relief or
otherwise,  such  actions,  shall be brought in Maricopa  County,  Arizona;  and
Borrower  hereby  submits to the  jurisdiction  of the State of Arizona for such
purposes and agrees that the venue of such actions or proceedings shall properly
lie in Maricopa County, Arizona.

         12.5  INDEMNIFICATION.  Except to the extent arising as the sole result
of the gross  negligence of willful  misconduct of the  Indemnified  Parties (as
defined below), Borrower agrees to indemnify,  protect,  defend,  reimburse, and
hold  harmless  Lender,  its  Affiliates,  and  the  successors,   assigns,  and
shareholders and the directors,  officers, members, managers, employees, agents,
and


                                       23

<PAGE>


attorneys of the foregoing (collectively,  the "Indemnified Parties") for, from,
and  against  any and all actual or  threatened  liabilities,  claims,  actions,
causes  of  actions,  judgments,  orders,  damages  (including  foreseeable  and
unforeseeable  consequential damages),  costs, expenses,  fines, penalties,  and
losses  (including sums paid in settlement of claims and all consultant,  expert
and legal fees,  and expenses of Lender's  counsel)  arising out of or resulting
from any: (a) breach of any representation or warranty made or given by Borrower
to any of the  Indemnified  Parties or to any prospective or actual buyer of all
or any  portion  of the  collateral  for the Loan;  or (b) any claim or cause of
action of any kind by any party that any of the  Indemnified  Parties are liable
for any act or omission of Borrower or any other Person in  connection  with the
ownership, sale, or operation of the collateral for the Loan.

         12.6 CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to the
sale or  transfer by Lender,  whether  now or later,  of the Loan or one or more
participation interests in the Loan. Lender may provide,  without any limitation
whatsoever,  to any participant in the Loan, any information or knowledge Lender
may have about  Borrower or about any other  matter  relating  to the Loan,  and
Borrower  hereby  waives any rights to privacy it may have with  respect to such
matters.   Borrower   additionally  waives  any  and  all  notices  of  sale  of
participation  interests,  as  well as all  notices  of any  repurchase  of such
participation  interests.  Borrower also agrees that any participant in the Loan
will be considered as the absolute  owner of such interests in the Loan and will
have all the rights  granted  under the  participation  agreement or  agreements
governing  the  sale  of  such  participation  interests.   Notwithstanding  the
participation  of the Loan in accordance  with this SECTION 12.6,  Borrower need
not respond to an inquiry of any party other than Lender, unless Lender notifies
Borrower to the contrary.

         12.7   COUNTERPARTS.   This   Agreement  may  be  executed  in  several
counterparts,  each of which shall be deemed an original,  but such counterparts
shall together constitute but one and the same agreement.

         12.8 ENTIRE AGREEMENT. This Agreement and the Related Documents contain
the entire  agreement  and  understanding  of the  parties  with  respect to the
subject  matter  hereof,  supersede  all  other  prior  understandings,  oral or
written,  with respect to the subject matter hereof,  and are intended by Lender
and Borrower as the final, complete, and exclusive statement of the terms agreed
to by them.

         12.9 AMENDMENTS. No amendment,  modification,  change, waiver, release,
or discharge  hereof and  hereunder  shall be effective  unless  evidenced by an
instrument  in  writing  and signed by the party  against  whom  enforcement  is
sought.

         12.10  CONFLICTS;  INCONSISTENCY.  In  the  event  of any  conflict  or
inconsistency  between the terms and  provisions of this Agreement and the terms
and provisions of any of the Related Documents, the terms and provisions of this
Agreement  shall  control to the extent  necessary to resolve  such  conflict or
inconsistency.

         12.11  SECTION  HEADINGS.  The  section  headings  set  forth  in  this
Agreement  are for  convenience  only and  shall  not have  substantive  meaning
hereunder or be deemed part of this Agreement.


                                       24

<PAGE>

         12.12 EXCHANGE OF INFORMATION. Borrower agrees that Lender may exchange
financial  information  about Borrower  with: (a) Affiliates of Lender;  (b) any
lender  participating  in the Loan; (c) the accountants and attorneys of Lender,
the  Affiliates of Lender,  or any other lender  participating  in the Loan; (d)
regulatory agencies; and (e) any other Person, as required by applicable law.

         12.13 PAYMENT OF EXPENSES.  Borrower agrees to pay up to $25,000 of the
attorneys' fees and costs incurred by Lender in connection  with  preparation of
this Agreement and the Related Documents.

         12.14  ATTORNEYS' FEES. In the event any suit or other legal proceeding
is brought for the enforcement of any of the provisions of this  Agreement,  the
parties hereto agree that the  prevailing  party or parties shall be entitled to
recover  from the other  party or  parties  upon  final  judgment  on the merits
reasonable  attorneys'  fees  (and  sales  taxes  thereon,  if  any),  including
attorneys'  fees for any appeal,  and costs  incurred  in bringing  such suit or
proceeding.

         12.15 NOTICES.  Any notice or other  communication with respect to this
Agreement shall: (a) be in writing; (b) be effective on the day of hand-delivery
thereof  to the party to whom  directed,  one day  following  the day of deposit
thereof  with  delivery  charges  prepaid,  with a national  overnight  delivery
service,  or two days following the day of deposit thereof with postage prepaid,
with the United States Postal  Service,  by regular first class,  certified,  or
registered mail; (c) if directed to Lender, be addressed to Lender at the office
of Lender set forth below the name of Lender, or to such other address as Lender
shall have  specified  to  Borrower  by like  notice,  with a copy to  Greenberg
Traurig,  LLP, 2375 East  Camelback  Road,  Suite 700,  Phoenix,  Arizona 85016,
Attention: Robert S. Kant.

         12.16   SEVERABILITY.   If  any   provision   hereof  is   invalid   or
unenforceable,  the other  provisions  hereof  shall  remain  in full  force and
effect.

         12.17 BINDING NATURE. Neither Borrower nor Lender may assign any of its
rights or  delegate  any of its duties  under this  Agreement  without the prior
written  consent of the other party.  The provisions of this Agreement  shall be
binding upon  Borrower and Lender and the  permitted  successors  and assigns of
Borrower and Lender,  and shall inure to the benefit of Borrower and Lender, and
their respective successors and assigns.

         12.18 TIME OF  ESSENCE.  Time is of the essence of this  Agreement  and
each and every provision hereof.

         12.19  CONSTRUCTION.  This Agreement  shall be construed as a whole, in
accordance  with its fair meaning,  and without regard to or taking into account
any  presumption or other rule of law requiring  construction  against the party
preparing this Agreement.

         12.20  SURVIVABILITY.  The  provisions of SECTIONS  12.3,  12.4,  12.5,
12.20, and 12.21 of this Agreement shall survive  termination of this Agreement,
and the Related Documents shall survive pursuant to their respective terms.


                                       25

<PAGE>

         12.21 REVIVAL AND  REINSTATEMENT  OF OBLIGATIONS.  If the incurrence or
payment of the Loan by Borrower or the transfer to Lender of any property should
for any reason  subsequently  be declared to be void or voidable under any state
or federal law  relating  to  creditors'  rights,  including  provisions  of the
Bankruptcy  Code  relating  to  fraudulent  conveyances,  preferences,  or other
voidable   or   recoverable   payments  of  money  or   transfers   of  property
(collectively,  a  "Voidable  Transfer"),  and if Lender is required to repay or
restore,  in whole or in part,  any such Voidable  Transfer,  or elects to do so
upon the  reasonable  advice  of its  counsel,  then,  as to any  such  Voidable
Transfer,  or the amount  thereof  that Lender is required or elects to repay or
restore, and as to all reasonable costs,  expenses, and attorneys fees of Lender
related  thereto,  the  liability  of Borrower  automatically  shall be revived,
reinstated,  and restored and shall exist as though such  Voidable  Transfer had
never been made.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







                                       26
<PAGE>


                   IN WITNESS  WHEREOF,  the parties  hereto have  executed this
Agreement as of the day and year first above written.

                    AUTOTRADECENTER.COM INC., an Arizona corporation



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

                    ADDRESS OF BORROWER:

                    15170 North Hayden Road
                    Suite 5
                    Scottsdale, Arizona  85260



                    EAGLE CAPITAL GROUP, LLC, an Arizona limited liability
                    company



                    By: /s/ NEIL ELSEY
                       --------------------------------------------------------
                    Name: NEIL ELSEY
                         ------------------------------------------------------
                    Its:  PRESIDENT
                        -------------------------------------------------------

                    ADDRESS OF LENDER:

                    2425 East Camelback Road
                    Suite 100
                   Phoenix, Arizona  85016





                                       27

<PAGE>
NEITHER THIS  WARRANT,  NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE
HEREOF,  HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT"), OR ANY APPLICABLE  STATE SECURITIES LAW. SUCH SECURITIES MAY
NOT BE SOLD OR OTHERWISE  TRANSFERRED UNLESS (I) A REGISTRATION  STATEMENT UNDER
THE SECURITIES ACT AND SUCH APPLICABLE  STATE  SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE  WITH  REGARD  THERETO,  OR (II) IN THE OPINION OF COUNSEL IN FORM AND
SUBSTANCE  REASONABLY   ACCEPTABLE  TO  THE  COMPANY,   REGISTRATION  UNDER  THE
SECURITIES  ACT AND SUCH  APPLICABLE  STATE  SECURITIES  LAWS IS NOT REQUIRED IN
CONNECTION WITH A PROPOSED SALE OR TRANSFER.





                                  COMMON STOCK
                                PURCHASE WARRANT
                                (FUNDING WARRANT)

                          For the Purchase of Shares of

                                 Common Stock of

                    AutoTradeCenter.com Inc. (the "Company")

                                 (No Par Value)

              (Incorporated under the Laws of the State of Arizona)

                    VOID AFTER 5:00 P.M. MST ON July 26, 2006

                    Date of Original Issuance: July 26, 2001


         This is to certify that, for value received,  Eagle Capital Group, LLC,
or its assigns  (the  "Warrantholder"),  is  entitled,  subject to the terms and
conditions  hereinafter  set forth,  to purchase that number of shares of common
stock,  no par value (the "Common  Stock"),  of the Company equal to the product
obtained by multiplying (a) 50%, by (b) a fraction, the numerator of which shall
be the amount of all  aggregate  Advances  made under the Note  (whether  or not
outstanding or repaid),  and the denominator of which shall be $0.10 (subject to
adjustment  pursuant to the treatment of Warrant  Price  pursuant to SECTION 3),
and to receive a certificate or  certificates  for the shares of Common Stock so
purchased.  This Warrant is being issued in connection  with and pursuant to the
terms of that certain Loan and Stock Purchase  Agreement  dated July 26, 2001 by
and between the  Warrantholder and the Company (the "Loan  Agreement"),  and all
undefined  capitalized terms used herein shall have the meaning set forth in the
Loan Agreement.

1.       TERMS AND EXERCISE OF WARRANT.

(A) EXERCISE  PERIOD.  Subject to the terms of this Warrant,  the  Warrantholder
shall have the  right,  at any time and from time to time  during  the  Exercise
Period (as  defined  below),  to  exercise  this  Warrant for any or all Warrant
Shares  and to  purchase  from the  Company  up to the  number of fully paid and
nonassessable  shares of Common Stock which the Warrantholder may at the time be
entitled  to  purchase  pursuant  to this  Warrant.  The shares of Common  Stock
subject  to this  Warrant  and

<PAGE>

             any  other  securities  that the  Company  may be  required  by the
operation of SECTION 3 to issue upon the exercise  hereof are referred to herein
as the "Warrant  Shares." The "Exercise Period" shall mean the period commencing
on July 26, 2001, and ending at 5:00 P.M.,  Mountain Standard Time, on that date
which is five years after the date of issuance of this Warrant (the "Termination
Date"), or if such date is a day on which banking institutions are authorized by
law to close,  then on the next succeeding day which shall not be such a day. If
this Warrant is not exercised on or prior to the Termination  Date, this Warrant
shall become void and all rights of the Warrantholder hereunder shall cease. The
Company   shall   provide  30  days'   written   notice  to   Warrantholder   at
Warrantholder's last known address to the Company prior to the Termination Date.
In the event Company fails to provide such 30-day notice to  Warrantholder,  the
Termination  Date shall be extended  automatically  for a 30-day period from the
date that such notice is ultimately given.

             (B) METHOD OF EXERCISE. The Warrantholder may exercise this Warrant
by surrender of this Warrant to the Company  together  with the form of Election
to Purchase  included as EXHIBIT A hereto,  duly completed and signed,  and upon
payment to the Company of the Warrant Price (as defined in SECTION 2) multiplied
by the  number  of  Warrant  Shares  being  purchased  upon such  exercise  (the
"Aggregate  Warrant  Price"),  together  with all  taxes  applicable  upon  such
exercise. Payment of the Aggregate Warrant Price shall be made (i) in cash or by
certified check or cashier's check, payable to the order of the Company; (ii) by
cancellation by the  Warrantholder  of indebtedness or other  obligations of the
Company to the Warrantholder; and (iii) by cashless exercise, whereby the number
of Warrant Shares to be received upon exercise shall be reduced by the number of
Warrant Shares equal to the quotient obtained by dividing (A) the product of the
number of Warrant  Shares  specified in the Election to Purchase and the Warrant
Price by (B) the Current  Market  Price (as  hereinafter  defined) of a share of
Common Stock.

             (C) PARTIAL EXERCISE.  At the election of the  Warrantholder,  this
Warrant shall be  exercisable  in whole or in part at any time, and from time to
time, during the Exercise Period.

             (D) SHARE ISSUANCE UPON  EXERCISE.  Upon the exercise and surrender
of this Warrant  certificate  and payment of the Aggregate  Warrant  Price,  the
Company shall issue and cause to be delivered to the Warrantholder, in such name
or names as the  Warrantholder  may  designate  in  writing,  a  certificate  or
certificates  for the  number  of full  Warrant  Shares  so  purchased  upon the
exercise of the Warrant, and if applicable,  the Company shall issue and deliver
a new  Warrant to the  Warrantholder  for the  number of  Warrant  Shares not so
exercised.  Such certificate or certificates shall be deemed to have been issued
and any person so  designated to be named therein shall be deemed to have become
a holder of such  Warrant  Shares as of the close of business on the date of the
surrender  of  the  Warrant  and  payment  of  the  Aggregate   Warrant   Price,
notwithstanding that the certificates representing such Warrant Shares shall not
actually  have been  delivered or that the stock  transfer  books of the Company
shall then be closed.

         2. WARRANT PRICE.  The price per share at which Warrant Shares shall be
purchasable  upon the  exercise of this  Warrant  shall be $0.125 per share (the
"Warrant Price"), subject to adjustment as provided below.

         3.  ADJUSTMENT  OF NUMBER OF WARRANT  SHARES  AND  WARRANT  PRICE.  The
Company  agrees to reserve and shall keep  reserved  for  issuance the number of
shares of Common Stock  issuable upon  exercise of this  Warrant.  The number of
Warrant  Shares  purchasable  upon the  exercise of this Warrant and the Warrant
Price shall be subject to  adjustment  from time to time upon the  happening  of
certain events, as follows:


                                       2

<PAGE>

             (A) In  case  the  Company  shall  (1)  pay a  dividend  or  make a
distribution in shares of its Common Stock, (2) subdivide its outstanding Common
Stock into a greater number of shares,  (3) combine its outstanding Common Stock
into a smaller number of shares, or (4) issue by  reclassification of its Common
Stock any shares of capital  stock of the  Company  (other  than a change in par
value,  or from par value to no par value,  or from no par value to par  value),
the number of Warrant  Shares  issuable  upon  exercise of this  Warrant and the
Warrant Price in effect immediately prior thereto shall be adjusted as follows:

                 (i) The number of Warrant Shares issuable upon exercise of this
Warrant shall be adjusted by multiplying  the number of Warrant Shares  issuable
upon  exercise  of  this  Warrant  immediately  prior  to such  adjustment  by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately  after such  adjustment,  and the  denominator of which
shall be the number of shares of Common Stock  outstanding  immediately prior to
such adjustment; and

                 (ii) The Warrant  Price shall be  adjusted by  multiplying  the
Warrant Price in effect immediately prior to such adjustment by a fraction,  the
numerator of which shall be the number of Warrant Shares  issuable upon exercise
of this Warrant  immediately  prior to such  adjustment,  and the denominator of
which shall be the number of Warrant Shares as so adjusted.

             (B) The  issuance  to all  holders  of  Common  Stock of  rights to
subscribe to Common Stock at a price lower than 95% of the Current  Market Price
thereof  as of the  close  of  business  on the  last  business  day of the week
preceding such issuance of rights shall be deemed to constitute the payment of a
dividend  in Common  Stock to the  holders  of shares of Common  Stock  (and the
record date therefore shall be deemed to have been fixed as the date of issuance
of such  rights) of that number of shares  which is  determined  by dividing the
Current Market Price per share as of such time into the  difference  between (1)
the  total  Current  Market  Price  as of such  time  of the  number  of  shares
purchasable  upon exercise of such rights,  and (2) the total  offering price of
such shares.  As used  herein,  "Current  Market  Price" means (a) if the Common
Stock is traded in the  over-the-counter  market and not in the Nasdaq  National
Market System nor on any national  securities  exchange,  the average of the per
share closing bid prices of the Common Stock on the 30 consecutive  trading days
immediately  preceding  the  date in  question,  as  reported  by  Nasdaq  or an
equivalent  generally accepted reporting service,  or (b) if the Common Stock is
traded  in  the  Nasdaq  National  Market  System  or on a  national  securities
exchange,  the average for the 30 consecutive trading days immediately preceding
the date in question of the daily per share  closing  prices of the Common Stock
in 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 (a) 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 (b) 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 on
any  market,  the  Current  Market  Price  shall  be the  fair  market  value as
determined by the Corporation's Board of Directors in its sole discretion, which
determination shall be final.


                                       3

<PAGE>

             (C) An  adjustment  made  pursuant to this  SECTION 3 shall  become
effective  immediately  after  the  record  date in the  case of a  dividend  or
distribution (provided, however, that such adjustments shall be reversed if such
dividends or  distributions  are not actually  paid) and shall become  effective
immediately  after the effective date in the case of a subdivision,  combination
or  reclassification.  If, as a result of an  adjustment  made  pursuant to this
SECTION 3, the  Warrantholder  shall become entitled to receive shares of two or
more  classes of capital  stock of the  Company,  the board of  directors of the
Company  (whose  determination  shall be conclusive  and shall be evidenced by a
resolution) shall determine the allocation of the adjusted Warrant Price between
or among the shares of such classes of capital stock.

             (D) In case of any reclassification of the outstanding Common Stock
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision,  combination,  or stock
dividend), or in case of any consolidation of the Company with, or merger of the
Company  into,  another  corporation  wherein the  Company is not the  surviving
entity,  or in case of any sale of all, or  substantially  all, of the property,
assets, business, and goodwill of the Company, the Company, or such successor or
purchasing  corporation,  as the  case  may  be,  shall  provide,  by a  written
instrument  delivered  to  the  Warrantholder,   that  the  Warrantholder  shall
thereafter be entitled, upon exercise of this Warrant, to the kind and amount of
shares of stock or other equity securities,  or other property or assets,  which
would have been  receivable by such  Warrantholder  upon such  reclassification,
consolidation,  merger, or sale, if this Warrant had been exercised  immediately
prior thereto.  Such  corporation,  which  thereafter  shall be deemed to be the
"Company" for purposes of this Warrant, shall provide in such written instrument
for adjustments to the Warrant Price which shall be as nearly  equivalent as may
be practicable to the adjustments provided for in this SECTION 3.

             (E) Notwithstanding  anything to the contrary in this SECTION 3, in
case Company  shall  hereafter  issue  shares of its Common Stock or  securities
convertible or exchangeable  into Common Stock (excluding shares issued (i) upon
the declaration of a dividend on or a distribution on its outstanding  shares of
Common  Stock  in  shares  of  Common  Stock,   (ii)  upon  a   subdivision   or
reclassification of its outstanding shares of Common Stock into a greater number
of shares,  (iii) upon a  combination  or  reclassification  of its  outstanding
shares of Common Stock into a smaller  number of shares,  (iv) upon  exercise of
options granted to Company's  officers,  directors,  employees,  and consultants
under a plan or plans  adopted by Company's  Board of Directors  (the  "Excluded
Options"),  PROVIDED HOWEVER, that in no event shall the Excluded Options exceed
10% of the issued and outstanding  shares of Common Stock;  (v) upon exercise or
conversion  of  options,  warrants,   convertible  securities,  and  convertible
debentures  outstanding  as  of  the  date  of  the  Initial  Advance,  (vi)  to
shareholders of any corporation which merges into Company in proportion to their
stock holdings of such corporation  immediately prior to such merger,  upon such
merger,  (vii) upon exercise or conversion  of any  securities  issued to Lender
pursuant to the Loan Agreement or the Related  Documents,  or (viii) issued in a
bona fide public  offering  pursuant to a firm commitment  underwriting),  for a
consideration  per share (the "Offering Price") less than the Warrant Price, the
Warrant  Price shall be adjusted  immediately  thereafter so that it shall equal
the Offering Price.

             (F) For the  purpose  of this  SECTION 3, the term  "Common  Stock"
shall mean (i) the class of stock  designated  as Common Stock of the Company on
the date  hereof,  or (ii) any other class of stock  resulting  from  successive
changes or  reclassifications  of such Common Stock consisting solely of changes
in par  value,  or from par value to no par  value,  or from no par value to par
value. In the event that at any time, as a result of an adjustment made pursuant
to this  SECTION 3, the  Warrantholder  shall  become  entitled to purchase  any
shares of the Company's  capital stock other than Common Stock,  thereafter  the
number of such other shares so purchasable upon the exercise of this Warrant and
the Warrant  Price of such shares  shall be subject to  adjustment  from time to
time in a  manner  and on terms  as  nearly  equivalent  as  practicable  to the
provisions with respect to the shares contained in this SECTION 3.


                                       4

<PAGE>

             (G)  Whenever  the number of shares of Common  Stock  and/or  other
securities purchasable upon the exercise of this Warrant or the Warrant Price is
adjusted as herein  provided,  the Company shall cause to be promptly  mailed to
the  Warrantholder  by  first  class  mail,  postage  prepaid,  notice  of  such
adjustment and a certificate of the Company's  chief  financial  officer setting
forth the number of shares of Common Stock and/or other  securities  purchasable
upon the exercise of this Warrant,  the Warrant Price after such  adjustment,  a
brief statement of the facts requiring such  adjustment,  and the computation by
which such adjustment was made.

             (H)  Irrespective  of any  adjustments  in the Warrant Price or the
number or kind of securities  purchasable upon the exercise of this Warrant, the
Warrant  certificate  or  certificates  theretofore  or  thereafter  issued  may
continue  to express  the same price or number or kind of  securities  stated in
this Warrant initially issuable hereunder.

             (I) In the absence of a resolution  of the Company  fixing a record
date for an event  described in this  SECTION 3, the Company  shall be deemed to
have fixed as the record date therefor the date on which the event is effected.

         4. TRANSFER.  This Warrant and all rights  hereunder are assignable and
transferable  (subject to any restrictive  legends hereon), at any time in whole
or in part,  without the consent of the Company,  to any person or entity,  upon
surrender of this Warrant to the Company,  together with a written assignment of
this  Warrant  substantially  in the form of  EXHIBIT B  attached  hereto,  duly
executed by the Warrantholder hereof or such Warrantholder's  agent or attorney.
Upon such surrender,  the Company shall,  without charge,  execute and deliver a
new Warrant or Warrants in the name of the  assignee or assignees  (and,  if the
Warrantholder's  entire  interest  is not  being  assigned,  in the  name of the
Warrantholder),  and  in the  denominations  specified  in  such  instrument  of
assignment,  and this Warrant shall  promptly be canceled.  In the event of such
transfer  pursuant to this SECTION 4, SECTION 3(E) of this Warrant shall have no
further force or effect and shall not be a term of any transferred Warrant.

         5. NO RIGHTS AS  SHAREHOLDER;  NOTICES TO  WARRANTHOLDER.  Prior to the
exercise of this Warrant pursuant to the terms hereof, nothing contained in this
Warrant shall be construed as conferring upon the  Warrantholder any rights as a
shareholder of the Company,  either at law or in equity,  including the right to
vote,  receive  dividends,  consent or receive  notices  as a  shareholder  with
respect to any meeting of  shareholders  for the  election of  directors  of the
Company, or for any other matter.

         6. NOTICES. Any notice given pursuant to this Warrant by the Company or
by the  Warrantholder  shall be in writing and shall be deemed to have been duly
given upon (a) personal delivery, (b) transmitter's  confirmation of the receipt
of a facsimile  transmission,  (c)  confirmed  delivery by a standard  overnight
carrier,  or (d) the expiration of three business days after the day when mailed
with the United States Postal  Service by certified or registered  mail,  return
receipt requested, postage prepaid at the following addresses:

                  If to the Company:
                  AutoTradeCenter.com Inc.
                  15170 North Hayden Road, Suite 5
                  Scottsdale, Arizona 85260


                                       5

<PAGE>

                  With Copy to:

                  Greenberg Traurig, LLP
                  2375 East Camelback Road
                  Suite 700
                  Phoenix, Arizona 85016
                  Attention:  Robert S. Kant

                  If to the Warrantholder:
                  Eagle Capital Group, LLC
                  2425 East Camelback
                  Suite 100
                  Phoenix, Arizona 85016

                  With Copy to:

                  Osborn Maledon, P.A.
                  2929 North Central Avenue
                  Suite 2100
                  Phoenix, Arizona 85012
                  Attention:  Alisa C. Lacey

                  Each party hereto may,  from time to time,  change the address
to which notices to it are to be transmitted,  delivered, or mailed hereunder by
notice in accordance herewith to the other party.

         7. INVESTMENT  REPRESENTATION.  The Warrantholder  hereby represents to
the Company that it is acquiring this Warrant for its own account, as principal,
for investment and not with a view to or the intent to participate  in, directly
or indirectly, the resale, assignment, distribution, or fractionalization of all
or any part hereof  except as disclosed  to, and agreed to by, the Company as of
the date hereof. Further, the Warrantholder, and any assignee, shall furnish the
Company an investment letter, in form and substance satisfactory to the Company,
prior to the issuance of any Warrant  Shares or other  securities  issuable upon
the exercise  hereof,  to the effect that such  securities,  and any  additional
securities  of the  Company  for  which  such  securities  may be  exercised  or
exchanged or into which they may  ultimately  be  converted,  if not  registered
pursuant to applicable  state and federal  securities laws, will be acquired for
investment  and  not  with a view  to the  sale  or  distribution  thereof.  The
Warrantholder  hereby  further  represents  that it and any  assignee  has  been
provided with, or been given  reasonable  access to, full and fair disclosure of
all material  information  regarding the Company,  this Warrant,  and the Common
Stock.

         8. GENERAL PROVISIONS.

             (A) SUCCESSORS.  All covenants and provisions of this Warrant shall
bind and inure to the benefit of the  respective  successors  and assigns of the
parties hereto.

             (B)  CHOICE OF LAW.  This  Warrant  and the  rights of the  parties
hereunder  shall be governed by and construed in accordance with the laws of the
State of Arizona, including all matters of construction,  validity, performance,
and  enforcement,  and without giving effect to the principles of any Arizona or
other forum state's conflict-of-law provisions to the contrary.

             (C)  JURISDICTION  AND VENUE.  The Company hereby  expressly agrees
that in the event any actions or other legal  proceedings  are  initiated  by or
against  Warrantholder or the Company


                                       6

<PAGE>

involving any alleged breach or failure by any party to pay, perform, or observe
any sums,  obligations,  or covenants to be paid,  performed,  or observed by it
under this Warrant,  or involving any other claims or allegations arising out of
the  transactions  evidenced or  contemplated  by this  Warrant,  regardless  of
whether such actions or proceedings shall be for damages,  specific  performance
or  declaratory  relief,  or otherwise,  such actions,  in the sole and absolute
discretion of  Warrantholder,  may be required to be brought in Maricopa County,
Arizona;  and the Company  hereby  submits to the  jurisdiction  of the State of
Arizona  for  such  purposes  and  agree  that  the  venue  of such  actions  or
proceedings  shall  properly lie in Maricopa  County,  Arizona;  and the Company
hereby waive any and all defenses in such jurisdiction and venue.

             (D) ENTIRE  AGREEMENT.  Except as provided  herein,  this  Warrant,
including exhibits, contains the entire agreement of the parties, and supersedes
all existing  negotiations,  representations,  or agreements and all other oral,
written, or other  communications  between them concerning the subject matter of
this Warrant.

             (E)   SEVERABILITY.   If  any   provision   of  this   Warrant   is
unenforceable,  invalid,  or violates  applicable  law, such provision  shall be
deemed stricken and shall not affect the  enforceability of any other provisions
of this Warrant.

             (F)  CAPTIONS.  The captions in this Warrant are inserted only as a
matter of  convenience  and for  reference  and  shall not be deemed to  define,
limit, enlarge, or describe the scope of this Warrant or the relationship of the
parties, and shall not affect this Warrant or the construction of any provisions
herein.

         IN WITNESS WHEREOF, the Company caused this Warrant to be duly executed
as of the date first above written.

                             AUTOTRADECENTER.COM INC., an Arizona corporation



                             By:/s/ ROGER BUTTERWICK
                                ------------------------------------------------
                             Name:  Roger Butterwick
                             Its:  President







                                       7

<PAGE>

                                    EXHIBIT A

                              ELECTION TO PURCHASE



AutoTradeCenter.com Inc.
15170 North Hayden Road, Suite 5
Scottsdale, Arizona 85260

Attention:  Corporate Secretary

                  The  undersigned  hereby  irrevocably  elects to exercise  the
right of  purchase  set forth in the  attached  Warrant to  purchase  thereunder
____________________  shares of the Common Stock (the "Warrant Shares") provided
for therein and requests that the Warrant Shares be issued in the name of



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

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

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

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

(Please Print Name, Address and SSN or EIN of Shareholder above)


Dated:______________


Name of Warrantholder or Assignee:
                                  ---------------------------------------------
                                                 (Please Print)


Signature:
          ----------------------------------------------------------------------
                  (Signature  must  conform in all respects to name of
                    holder as specified on the face of the Warrant.)


Address:
              ------------------------------------------------------------------



Aggregate Warrant Price Paid: $__________________


Method of payment:
                  --------------------------------------------------------------
                                 (Please Print)


-----------------------------------
Medallion  Signature  Guarantee  (required if an  assignment  of Warrant  Shares
acquired on exercise is made upon exercise.)


<PAGE>


                                    EXHIBIT B

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder hereof)

                  FOR VALUE RECEIVED the  undersigned  registered  owner of this
Warrant  hereby sells,  assigns and transfers  unto the assignee named below all
the rights of the  undersigned  under this Warrant with respect to the number of
shares of Common Stock covered thereby set forth below to:

<TABLE>
<CAPTION>

<S>                                                    <C>                                  <C>
           NAME OF ASSIGNEE                            ADDRESS                              Number of
                                                                                            Shares of
                                                                                              Common
                                                                                              STOCK



</TABLE>


and hereby  irrevocably  constitutes and appoints  _______________  as agent and
attorney-in-fact  to transfer  such  portion of said Warrant on the books of the
Company, with full power of substitution in the premises.

                  References  in this  Notice to "Common  Stock"  shall  include
other securities or other property to the extent included in Warrant Shares.



Dated:
      --------------------------------------


                                   ---------------------------------------------
                                   (Signature of Registered Holder)



                                   ---------------------------------------------
                                   Name of Registered Holder
                                   (Please Print)

<PAGE>
NEITHER THIS  WARRANT,  NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE
HEREOF,  HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT"), OR ANY APPLICABLE  STATE SECURITIES LAW. SUCH SECURITIES MAY
NOT BE SOLD OR OTHERWISE  TRANSFERRED UNLESS (I) A REGISTRATION  STATEMENT UNDER
THE SECURITIES ACT AND SUCH APPLICABLE  STATE  SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE  WITH  REGARD  THERETO  OR (II) IN THE  OPINION OF COUNSEL IN FORM AND
SUBSTANCE  REASONABLY   ACCEPTABLE  TO  THE  COMPANY,   REGISTRATION  UNDER  THE
SECURITIES  ACT AND SUCH  APPLICABLE  STATE  SECURITIES  LAWS IS NOT REQUIRED IN
CONNECTION WITH A PROPOSED SALE OR TRANSFER.





                                  COMMON STOCK
                                PURCHASE WARRANT
                               (REPAYMENT WARRANT)

                          For the Purchase of Shares of

                                 Common Stock of

                            AutoTradeCenter.com Inc.

                                 (No Par Value)

             (Incorporated under the Laws of the State of Arizona)

             VOID AFTER 5:00 P.M. MST ON THE EXPIRATION DATE

                    Date of Original Issuance: July 26, 2001


         This is to certify that, for value received,  Eagle Capital Group, LLC,
an Arizona limited liability company, or its assigns (the  "Warrantholder"),  is
entitled,  subject  to the  terms  and  conditions  hereinafter  set  forth,  to
purchase,  at the Warrant Price (as defined  below) the  difference  between (a)
13,000,000,  and (b) the  number of shares of common  stock,  no par value  (the
"Common  Stock"),  of the Company,  if any,  issued upon the  conversion  of any
outstanding amounts under the Note, as that term is defined in that certain Loan
and  Stock  Purchase  Agreement,  dated  July  26,  2001,  by  and  between  the
Warrantholder  and  the  Company  (the  "Loan  Agreement"),  and  to  receive  a
certificate or  certificates  for the shares of Common Stock so purchased.  This
Warrant is being issued in connection with and pursuant to the terms of the Loan
Agreement,  and all  undefined  capitalized  terms  used  herein  shall have the
meaning set forth in the Loan Agreement.

         1. TERMS AND EXERCISE OF WARRANT.

             (A)  VESTING.  This  Warrant  shall  not be  exercisable  until the
Termination Date (the "Vesting Date").

             (B)  EXERCISE  PERIOD.  Subject to the terms of this  Warrant,  the
Warrantholder shall have the right, at any time and from time to time during the
Exercise  Period (as defined  below),  to exercise  this  Warrant for any or all
Warrant  Shares and to purchase  from the Company up to the number


<PAGE>

of fully paid and  nonassessable  shares of Common Stock which the Warrantholder
may at the time be entitled to purchase pursuant to this Warrant.  The shares of
Common Stock subject to this Warrant and any other  securities  that the Company
may be required by the operation of SECTION 3 to issue upon the exercise  hereof
are referred to herein as the "Warrant Shares.  The "Exercise Period" shall mean
the period  commencing on the Vesting Date, and ending ninety days thereafter at
5:00 P.M.,  Mountain Standard Time, on such date (the "Expiration  Date"), or if
such date is a day on which banking institutions are authorized by law to close,
then on the next  succeeding  day which shall not be such a day. If this Warrant
is not exercised on or prior to the Expiration  Date,  this Warrant shall become
void and all rights of the  Warrantholder  hereunder  shall  cease.  The Company
shall provide 30 days' written notice to Warrantholder at  Warrantholder's  last
known address to the Company prior to the Expiration  Date. In the event Company
fails to provide such 30-day notice to Warrantholder,  the Expiration Date shall
be extended  automatically for a 30-day period from the date that such notice is
ultimately given.

             (C) METHOD OF EXERCISE. The Warrantholder may exercise this Warrant
by surrender of this Warrant to the Company  together  with the form of Election
to Purchase  included as EXHIBIT A hereto,  duly completed and signed,  and upon
payment to the Company of the Warrant Price (as defined in SECTION 2) multiplied
by the  number  of  Warrant  Shares  being  purchased  upon such  exercise  (the
"Aggregate  Warrant  Price"),  together  with all  taxes  applicable  upon  such
exercise. Payment of the Aggregate Warrant Price shall be made (i) in cash or by
certified check or cashier's check, payable to the order of the Company; (ii) by
cancellation by the  Warrantholder  of indebtedness or other  obligations of the
Company to the Warrantholder;  or (iii) by cashless exercise, whereby the number
of Warrant Shares to be received upon exercise shall be reduced by the number of
Warrant Shares equal to the quotient obtained by dividing (A) the product of the
number of Warrant  Shares  specified in the Election to Purchase and the Warrant
Price by (B) the Current  Market  Price (as  hereinafter  defined) of a share of
Common Stock.

             (D) PARTIAL EXERCISE.  At the election of the  Warrantholder,  this
Warrant shall be  exercisable  in whole or in part at any time, and from time to
time, during the Exercise Period.

             (E) SHARE ISSUANCE UPON  EXERCISE.  Upon the exercise and surrender
of this Warrant  certificate  and payment of the Aggregate  Warrant  Price,  the
Company shall issue and cause to be delivered  with all  reasonable  dispatch to
the  Warrantholder,  in such name or names as the Warrantholder may designate in
writing,  a certificate or certificates for the number of full Warrant Shares so
purchased  upon the exercise of the  Warrant,  and, if  applicable,  the Company
shall  issue and deliver a new  Warrant to the  Warrantholder  for the number of
Warrant  Shares not so exercised.  Such  certificate  or  certificates  shall be
deemed to have been  issued and any  person so  designated  to be named  therein
shall be deemed to have become a holder of such  Warrant  Shares as of the close
of  business  on the date of the  surrender  of the  Warrant  and payment of the
Aggregate Warrant Price, notwithstanding that the certificates representing such
Warrant Shares shall not actually have been delivered or that the stock transfer
books of the Company shall then be closed.

         2.  WARRANT  PRICE.   The  price  at  which  Warrant  Shares  shall  be
purchasable  upon the  exercise  of this  Warrant  shall be $0.10 per share (the
"Warrant Price"), subject to adjustment as provided below.

         3.  ADJUSTMENT  OF NUMBER OF WARRANT  SHARES  AND  WARRANT  PRICE.  The
Company  agrees to reserve and shall keep  reserved  for  issuance the number of
shares of Common Stock  issuable upon  exercise of this  Warrant.  The number of
Warrant  Shares  purchasable  upon the  exercise of this Warrant and the Warrant
Price shall be subject to  adjustment  from time to time upon the  happening  of
certain events, as follows:


                                       2

<PAGE>

             (A) In  case  the  Company  shall  (1)  pay a  dividend  or  make a
distribution in shares of its Common Stock, (2) subdivide its outstanding Common
Stock into a greater number of shares,  (3) combine its outstanding Common Stock
into a smaller number of shares, or (4) issue by  reclassification of its Common
Stock any shares of capital  stock of the  Company  (other  than a change in par
value,  or from par value to no par value,  or from no par value to par  value),
the number of Warrant  Shares  issuable  upon  exercise of this  Warrant and the
Warrant Price in effect immediately prior thereto shall be adjusted as follows:

                 (i) The number of Warrant Shares issuable upon exercise of this
Warrant shall be adjusted by multiplying  the number of Warrant Shares  issuable
upon  exercise  of  this  Warrant  immediately  prior  to such  adjustment  by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately  after such  adjustment,  and the  denominator of which
shall be the number of shares of Common Stock  outstanding  immediately prior to
such adjustment; and

                 (ii) The Warrant  Price shall be  adjusted by  multiplying  the
Warrant Price in effect immediately prior to such adjustment by a fraction,  the
numerator of which shall be the number of Warrant Shares  issuable upon exercise
of this Warrant  immediately  prior to such  adjustment,  and the denominator of
which shall be the number of Warrant Shares as so adjusted.

             (B) The  issuance  to all  holders  of  Common  Stock of  rights to
subscribe to Common Stock at a price lower than 95% of the Current  Market Price
thereof  as of the  close  of  business  on the  last  business  day of the week
preceding such issuance of rights shall be deemed to constitute the payment of a
dividend  in Common  Stock to the  holders  of shares of Common  Stock  (and the
record date therefore shall be deemed to have been fixed as the date of issuance
of such  rights) of that number of shares  which is  determined  by dividing the
Current Market Price per share as of such time into the  difference  between (1)
the  total  Current  Market  Price  as of such  time  of the  number  of  shares
purchasable  upon exercise of such rights,  and (2) the total  offering price of
such shares.  As used  herein,  "Current  Market  Price" means (a) if the Common
Stock is traded in the  over-the-counter  market and not in the Nasdaq  National
Market System nor on any national  securities  exchange,  the average of the per
share closing bid prices of the Common Stock on the 30 consecutive  trading days
immediately  preceding  the  date in  question,  as  reported  by  Nasdaq  or an
equivalent  generally accepted reporting service,  or (b) if the Common Stock is
traded  in  the  Nasdaq  National  Market  System  or on a  national  securities
exchange,  the average for the 30 consecutive trading days immediately preceding
the date in question of the daily per share  closing  prices of the Common Stock
in 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 (a) 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 (b) 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 on
any  market,  the  Current  Market  Price  shall  be the  fair  market  value as
determined by the  Company's  Board of Directors in its sole  discretion,  which
determination shall be final.

             (C) An  adjustment  made  pursuant to this  SECTION 3 shall  become
effective  immediately  after  the  record  date in the  case of a  dividend  or
distribution (PROVIDED, HOWEVER, that such adjustments shall be reversed if such
dividends or  distributions  are not actually  paid) and shall become  effective
immediately after the effective date in the case of a subdivision,  combination,
or  reclassification.  If, as a result of an  adjustment  made  pursuant to this
SECTION 3, the  Warrantholder  shall become entitled to receive shares of two or
more  classes of capital  stock of the Company,  the Board of  Directors  (whose


                                       3

<PAGE>

determination  shall be conclusive and shall be evidenced by a resolution) shall
determine  the  allocation  of the adjusted  Warrant  Price between or among the
shares of such classes of capital stock.

             (D) In case of any reclassification of the outstanding Common Stock
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision,  combination,  or stock
dividend), or in case of any consolidation of the Company with, or merger of the
Company  into,  another  corporation  wherein the  Company is not the  surviving
entity,  or in case of any sale of all, or  substantially  all, of the property,
assets, business, and goodwill of the Company, the Company, or such successor or
purchasing  corporation,  as the  case  may  be,  shall  provide,  by a  written
instrument  delivered  to  the  Warrantholder,   that  the  Warrantholder  shall
thereafter be entitled, upon exercise of this Warrant, to the kind and amount of
shares of stock or other equity securities,  or other property or assets,  which
would have been  receivable by such  Warrantholder  upon such  reclassification,
consolidation,  merger, or sale, if this Warrant had been exercised  immediately
prior thereto.  Such  corporation,  which  thereafter  shall be deemed to be the
"Company" for purposes of this Warrant, shall provide in such written instrument
for adjustments to the Warrant Price which shall be as nearly  equivalent as may
be practicable to the adjustments provided for in this SECTION 3.

             (E) Notwithstanding  anything to the contrary in this SECTION 3, in
case Company  shall  hereafter  issue  shares of its Common Stock or  securities
convertible or exchangeable  into Common Stock (excluding shares issued (i) upon
the declaration of a dividend on or a distribution on its outstanding  shares of
Common  Stock  in  shares  of  Common  Stock,   (ii)  upon  a   subdivision   or
reclassification of its outstanding shares of Common Stock into a greater number
of shares,  (iii) upon a  combination  or  reclassification  of its  outstanding
shares of Common Stock into a smaller  number of shares,  (iv) upon  exercise of
options granted to Company's  officers,  directors,  employees,  and consultants
under a plan or plans  adopted by Company's  Board of Directors  (the  "Excluded
Options"),  PROVIDED HOWEVER, that in no event shall the Excluded Options exceed
10% of the issued and outstanding  shares of Common Stock;  (v) upon exercise or
conversion  of  options,  warrants,   convertible  securities,  and  convertible
debentures  outstanding  as  of  the  date  of  the  Initial  Advance,  (vi)  to
shareholders of any corporation which merges into Company in proportion to their
stock holdings of such corporation  immediately prior to such merger,  upon such
merger,  (vii) upon exercise or conversion  of any  securities  issued to Lender
pursuant to the Loan Agreement or the Related  Documents,  or (viii) issued in a
bona fide public  offering  pursuant to a firm commitment  underwriting),  for a
consideration  per share (the "Offering Price") less than the Warrant Price, the
Warrant  Price shall be adjusted  immediately  thereafter so that it shall equal
the Offering Price.

             (F) For the  purpose  of this  SECTION 3, the term  "Common  Stock"
shall mean (i) the class of stock  designated  as Common Stock of the Company on
the date  hereof,  or (ii) any other class of stock  resulting  from  successive
changes or  reclassifications  of such Common Stock consisting solely of changes
in par  value,  or from par value to no par  value,  or from no par value to par
value. In the event that at any time, as a result of an adjustment made pursuant
to this  SECTION 3, the  Warrantholder  shall  become  entitled to purchase  any
shares of the Company's  capital stock other than Common Stock,  thereafter  the
number of such other shares so purchasable upon the exercise of this Warrant and
the Warrant  Price of such shares  shall be subject to  adjustment  from time to
time in a  manner  and on terms  as  nearly  equivalent  as  practicable  to the
provisions with respect to the shares contained in this SECTION 3.

             (G)  Whenever  the number of shares of Common  Stock  and/or  other
securities purchasable upon the exercise of this Warrant or the Warrant Price is
adjusted as herein  provided,  the Company shall cause to be promptly  mailed to
the  Warrantholder  by  first  class  mail,  postage  prepaid,  notice  of  such
adjustment and a certificate of the Company's  chief  financial  officer setting
forth the number of shares of Common Stock and/or other  securities  purchasable
upon the exercise of this Warrant,


                                       4

<PAGE>

the  Warrant  Price  after  such  adjustment,  a brief  statement  of the  facts
requiring such  adjustment,  and the  computation  by which such  adjustment was
made.

             (H)  Irrespective  of any  adjustments  in the Warrant Price or the
number or kind of securities  purchasable upon the exercise of this Warrant, the
Warrant  certificate  or  certificates  theretofore  or  thereafter  issued  may
continue  to express  the same price or number or kind of  securities  stated in
this Warrant initially issuable hereunder.

             (I) In the absence of a resolution  of the Company  fixing a record
date for an event  described in this  SECTION 3, the Company  shall be deemed to
have fixed as the record date therefor the date on which the event is effected.

         4. TRANSFER.  This Warrant and all rights  hereunder are assignable and
transferable  (subject to any restrictive  legends hereon), at any time in whole
or in part,  without the consent of the Company,  to any person or entity,  upon
surrender of this Warrant to the Company,  together with a written assignment of
this  Warrant  substantially  in the form of  EXHIBIT B  attached  hereto,  duly
executed by the Warrantholder hereof or such Warrantholder's  agent or attorney.
Upon such surrender,  the Company shall,  without charge,  execute and deliver a
new Warrant or Warrants in the name of the  assignee or assignees  (and,  if the
Warrantholder's  entire  interest  is not  being  assigned,  in the  name of the
Warrantholder),  and  in the  denominations  specified  in  such  instrument  of
assignment,  and this Warrant shall  promptly be canceled.  In the event of such
transfer  pursuant to this SECTION 4, SECTION 3(E) of this Warrant shall have no
further force or effect and shall not be a term of any transferred Warrant.

         5. NO RIGHTS AS  Shareholder;  NOTICES TO  WARRANTHOLDER.  Prior to the
exercise of this Warrant pursuant to the terms hereof, nothing contained in this
Warrant shall be construed as conferring upon the  Warrantholder any rights as a
shareholder of the Company,  either at law or in equity,  including the right to
vote,  receive  dividends,  consent or receive  notices  as a  shareholder  with
respect to any meeting of  shareholders  for the  election of  directors  of the
Company, or for any other matter.

         6. NOTICES. Any notice given pursuant to this Warrant by the Company or
by the  Warrantholder  shall be in writing and shall be deemed to have been duly
given upon (a) personal delivery, (b) transmitter's  confirmation of the receipt
of a facsimile  transmission,  (c)  confirmed  delivery by a standard  overnight
carrier,  or (d) the expiration of three business days after the day when mailed
with the United States Postal  Service by certified or registered  mail,  return
receipt requested, postage prepaid at the following addresses:

                  If to the Company:
                  AutoTradeCenter.com Inc.
                  15170 North Hayden Road, Suite 5
                  Scottsdale, Arizona 85260
                  Attention:  Corporate Secretary

                  With Copy to:

                  Greenberg Traurig, LLP
                  2375 East Camelback Road
                  Suite 700
                  Phoenix, Arizona 85016
                  Attention:  Robert S. Kant


                                       5

<PAGE>

                  If to the Warrantholder:
                  Eagle Capital Group, LLC
                  2425 East Camelback,
                  Suite 100
                  Phoenix, Arizona  85016

                  With Copy to:

                  Osborn Maledon, P.A.
                  2929 North Central Avenue
                  Suite 2100
                  Phoenix, Arizona 85012
                  Attention:  Alisa C. Lacey

                  Each party hereto may,  from time to time,  change the address
to which notices to it are to be transmitted,  delivered, or mailed hereunder by
notice in accordance herewith to the other party.

         7. INVESTMENT  REPRESENTATION.  The Warrantholder  hereby represents to
the Company that it is acquiring this Warrant for its own account, as principal,
for investment and not with a view to or the intent to participate  in, directly
or indirectly, the resale, assignment,  distribution or fractionalization of all
or any part hereof  except as disclosed  to, and agreed to by, the Company as of
the date hereof. Further, the Warrantholder, and any assignee, shall furnish the
Company an investment letter, in form and substance satisfactory to the Company,
prior to the issuance of any Warrant  Shares or other  securities  issuable upon
the exercise  hereof,  to the effect that such  securities,  and any  additional
securities  of the  Company  for  which  such  securities  may be  exercised  or
exchanged or into which they may  ultimately  be  converted,  if not  registered
pursuant to applicable  state and federal  securities laws, will be acquired for
investment  and  not  with a view  to the  sale  or  distribution  thereof.  The
Warrantholder  hereby  further  represents  that it and any  assignee  has  been
provided with, or been given  reasonable  access to, full and fair disclosure of
all material  information  regarding the Company,  this Warrant,  and the Common
Stock.

         8. GENERAL Provisions.

             (A) SUCCESSORS.  All covenants and provisions of this Warrant shall
bind and inure to the benefit of the  respective  successors  and assigns of the
parties hereto.

             (B)  CHOICE OF LAW.  This  Warrant  and the  rights of the  parties
hereunder  shall be governed by and construed in accordance with the laws of the
State of Arizona, including all matters of construction,  validity, performance,
and  enforcement,  and without giving effect to the principles of any Arizona or
other forum state's conflict-of-law provisions to the contrary.

             (C)  JURISDICTION  AND VENUE.  The Company hereby  expressly agrees
that in the event any actions or other legal  proceedings  are  initiated  by or
against  Warrantholder or the Company involving any alleged breach or failure by
any party to pay, perform, or observe any sums, obligations,  or covenants to be
paid,  performed,  or observed by it under this Warrant,  or involving any other
claims or allegations arising out of the transactions  evidenced or contemplated
by this Warrant,  regardless of whether such actions or proceedings shall be for
damages,  specific performance or declaratory relief or otherwise, such actions,
in the sole and  absolute  discretion  of  Warrantholder,  may be required to be
brought in  Maricopa  County,  Arizona;  and the Company  hereby  submits to the
jurisdiction  of the State of Arizona for such purposes and agree that the venue
of such actions or proceedings  shall properly lie in


                                       6

<PAGE>

Maricopa County,  Arizona;  and the Company hereby waive any and all defenses in
such jurisdiction and venue.

             (D) ENTIRE  AGREEMENT.  Except as provided  herein,  this  Warrant,
including exhibits, contains the entire agreement of the parties, and supersedes
all existing  negotiations,  representations,  or agreements and all other oral,
written, or other  communications  between them concerning the subject matter of
this Warrant.

             (E)   SEVERABILITY.   If  any   provision   of  this   Warrant   is
unenforceable,  invalid,  or violates  applicable  law, such provision  shall be
deemed stricken and shall not affect the  enforceability of any other provisions
of this Warrant.

             (F)  CAPTIONS.  The captions in this Warrant are inserted only as a
matter of  convenience  and for  reference  and  shall not be deemed to  define,
limit, enlarge, or describe the scope of this Warrant or the relationship of the
parties, and shall not affect this Warrant or the construction of any provisions
herein.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]






                                       7

<PAGE>

         IN WITNESS WHEREOF, the Company caused this Warrant to be duly executed
as of the date first above written.

                              AUTOTRADECENTER.COM INC., an Arizona corporation



                              By:/s/ ROGER BUTTERWICK
                                 ------------------------------------------
                              Name:  Roger Butterwick
                              Its:  President








                                       8


<PAGE>

                                    EXHIBIT A

                              ELECTION TO PURCHASE



AutoTradeCenter.com Inc.
15170 North Hayden Road, Suite 5
Scottsdale, Arizona 85260

Attention:  Corporate Secretary

                  The  undersigned  hereby  irrevocably  elects to exercise  the
right of  purchase  set forth in the  attached  Warrant to  purchase  thereunder
____________________  shares of the Common Stock (the "Warrant Shares") provided
for therein and requests that the Warrant Shares be issued in the name of



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

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

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

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

(Please Print Name, Address and SSN or EIN of Shareholder above)


Dated:______________


Name of Warrantholder or Assignee:
                                  ---------------------------------------------
                                                 (Please Print)


Signature:
          ----------------------------------------------------------------------
                  (Signature  must  conform in all respects to name of
                    holder as specified on the face of the Warrant.)


Address:
              ------------------------------------------------------------------



Aggregate Warrant Price Paid: $__________________


Method of payment:
                  --------------------------------------------------------------
                                 (Please Print)


-----------------------------------
Medallion  Signature  Guarantee  (required if an  assignment  of Warrant  Shares
acquired on exercise is made upon exercise.)


<PAGE>


                                    EXHIBIT B

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder hereof)

                  FOR VALUE RECEIVED the  undersigned  registered  owner of this
Warrant  hereby sells,  assigns and transfers  unto the assignee named below all
the rights of the  undersigned  under this Warrant with respect to the number of
shares of Common Stock covered thereby set forth below to:

<TABLE>
<CAPTION>

<S>                                                    <C>                                  <C>
           NAME OF ASSIGNEE                            ADDRESS                              Number of
                                                                                            Shares of
                                                                                              Common
                                                                                              STOCK



</TABLE>


and hereby  irrevocably  constitutes and appoints  _______________  as agent and
attorney-in-fact  to transfer  such  portion of said Warrant on the books of the
Company, with full power of substitution in the premises.

                  References  in this  Notice to "Common  Stock"  shall  include
other securities or other property to the extent included in Warrant Shares.



Dated:
      --------------------------------------


                                   ---------------------------------------------
                                   (Signature of Registered Holder)



                                   ---------------------------------------------
                                   Name of Registered Holder
                                   (Please Print)
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION  RIGHTS AGREEMENT (this "Agreement") dated as of July
26, 2001,  is entered into by and between  AutoTradeCenter.com  Inc., an Arizona
corporation  having a principal  place of business at 15170 North  Hayden  Road,
Suite 5,  Scottsdale,  Arizona 85260 (the  "Company"),  and Eagle Capital Group,
LLC, an Arizona limited  liability  company having a principal place of business
at 2425 East Camelback, Suite 100, Phoenix, Arizona 85016 (the "Investor").

                                    RECITALS

         A. Concurrently  herewith the Company issued to the Investor a Multiple
Advance  Credit Note (the "Note")  pursuant to the terms and  conditions of that
certain  Loan and Stock  Purchase  Agreement  of even date  herewith  (the "Loan
Agreement").

         B.  Pursuant  to the  Loan  Agreement,  the  Company  has  sold  to the
Investor,  and the Investor has purchased  from the Company,  One Thousand Three
Hundred (1,300) shares of the Company's Series E Redeemable Preferred Stock (the
"Series E Preferred").

         C.  Concurrently  herewith  the  Company  has  issued  to the  Investor
five-year  warrants to purchase shares of its common stock, at an exercise price
of $0.125 per share,  upon the terms and  conditions  of the funding  warrant of
even date herewith (the "Funding Warrant").

         D.  Concurrently  herewith,  the  Company  has  issued to the  Investor
ninety-day warrants to purchase shares of its common stock, at an exercise price
of $0.10 per share,  upon the terms and  conditions of the repayment  warrant of
even date herewith (the "Repayment Warrant");

         E. Pursuant to the Loan Agreement,  the Company may in the future issue
to the Investor  1,500,000  shares of its common  stock upon  certain  terms and
conditions of the Loan Agreement (the "Prepayment Shares");

         F. The  Company  and the  Investor  desire to enter  into an  agreement
granting the Investor certain rights in connection with Investor's investment in
the Company.

                                    AGREEMENT

         NOW, THEREFORE,  in consideration of the promises and mutual agreements
set forth herein and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1

               DEFINITIONS; REGISTRATION RIGHTS; LOCK-UP AGREEMENT

         1.1 CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:



<PAGE>

         "Commission" shall mean the Securities and Exchange Commission,  or any
other federal agency at the time administering the Securities Act.

         "Common  Stock"  shall mean the  common  stock,  no par  value,  of the
Company.

         "Conversion  Shares"  shall  mean  shares  of  Common  Stock  issued or
issuable upon conversion of the Note.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended,  or any similar federal  statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

         "Holder"  means  any  person  owning or  having  the  right to  acquire
Registrable  Securities or any assignee  thereof in accordance with SECTION 1.13
hereof.

         "Register,"  "registered," and  "registration"  refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities  Act,  as defined  below,  and the  declaration  or  ordering  of the
effectiveness of such registration statement.

         "Registrable Securities" shall mean (i) the Conversion Shares, (ii) the
Warrant Shares,  (iii) the Prepayment  Shares,  and (iii) shares of Common Stock
issued or issuable with respect to the Conversion  Shares,  the Warrant  Shares,
and the Prepayment Shares upon an adjustment for stock splits,  stock dividends,
and similar events.

         "Securities Act" shall mean the Securities Act of 1933, as amended,  or
any similar  federal  statute,  and the rules and  regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Warrant  Shares" shall mean the Common Stock issuable upon exercise of
the Funding Warrant or the Repayment Warrant.

         1.2 REQUIRED REGISTRATION.


             (a) At any time  following  the date  hereof,  the  Holders  of the
Registrable  Securities may request the Company to register under the Securities
Act all or any  portion of the  shares of  Registrable  Securities  held by such
requesting  Holder or Holders  for sale in the manner  specified  in such notice
within 60 days of such  notice;  PROVIDED,  HOWEVER,  that the  Company  may, by
notice to the  requesting  holders,  delay such  requested  registration  if the
Company's Board of Directors  determines in good faith that such registration at
the time  requested  would  have a material  adverse  effect  upon the  Company;
PROVIDED,   FURTHER,   however,   that  the  Company's  ability  to  delay  such
registration shall be limited to durations of no longer than sixty (60) days and
the Company shall not delay more than once during any twelve (12) month period.

             The Company shall not be obligated  pursuant to this SECTION 1.2 to
effectuate more than: five (5)  registrations for the benefit of the Holders set
forth in SECTION 1.2(A) above. In addition,  the aggregate offering price of the
Registrable Securities to be sold pursuant to each such registration shall be at
least one hundred thousand dollars ($100,000).  Notwithstanding  anything to the
contrary contained herein, no request may be made under this SECTION 1.2:


                                       2

<PAGE>

                 (i) within one hundred  eighty  (180) days after the  effective
date of a registration statement filed by the Company covering a firm commitment
underwritten  public  offering of securities of the Company under the Securities
Act, or

                 (ii) during the period  starting  with the date sixty (60) days
prior to the Company's  estimated  date of filing of, and ending on the date one
hundred  eighty  (180) days  immediately  following  the  effective  date of any
registration  statement  pertaining to  securities of the Company  (other than a
registration  of  securities  in a Rule 145  transaction  or with  respect to an
employee benefit plan),  PROVIDED THAT the Company is actively employing in good
faith its best efforts to cause such registration  statement to become effective
and  that  the  Company's  estimate  of the  date of  filing  such  registration
statement is made in good faith.

             (b) Following receipt of any notice pursuant to SECTION 1.2(A), the
Company shall promptly notify all Holders and transferees  from whom such notice
has not been received and, as soon thereafter as practicable, shall use its best
efforts to register under the Securities Act, for public sale in accordance with
the method of disposition  specified in such notice from requesting Holders, the
number of shares of Registrable  Securities specified in such notice (and in all
notices received by the Company from other Holders within twenty (20) days after
the giving of such notice by the Company).  If such method of disposition  shall
be an  underwritten  public  offering,  the Company shall designate the managing
underwriter of such offering, following consultation and subject to the approval
of the Holders from whom notice has been  received,  which approval shall not be
unreasonably   withheld  or  delayed.   All  sellers  must  participate  in  the
underwriting.  The Company's  registration  obligation hereunder shall be deemed
satisfied only when a registration  statement or statements  covering all shares
of Registrable  Securities specified in notices received as aforesaid,  for sale
in  accordance  with the  method  of  disposition  specified  by the  requesting
Holders,  shall have become  effective  and, if such method of  disposition is a
firm commitment  underwritten  public offering,  all such shares shall have been
sold pursuant thereto.

             (c) The Company  shall be  entitled to include in any  registration
statement  referred to in this  SECTION  1.2,  for sale in  accordance  with the
method of  disposition  specified by the  requesting  Holders,  shares of Common
Stock to be sold by the Company for its own account and for the account of other
selling  shareholders,  except  as and to the  extent  that,  in the  reasonable
opinion of the managing  underwriter (if such method of disposition  shall be an
underwritten public offering),  such inclusion would materially adversely affect
the marketing of the Registrable Securities to be sold.

             (d)  The  Company  will  use  commercially  reasonable  efforts  to
maintain the  effectiveness  of any form used to register the shares pursuant to
this SECTION 1.2 for up to one hundred eighty (180) days or such earlier time as
all of the Registrable Securities have been sold.

         1.3 COMPANY REGISTRATION.

             (a) If (but without any  obligation to do so) the Company  proposes
to register  (including for this purpose a registration  effected by the Company
for  shareholders  other than the Holders of the Registrable  Securities) any of
its stock or other  securities  under the Securities Act in connection  with the
public offering of such securities (other than a registration relating solely


                                       3

<PAGE>

to  the  sale  of  securities  to  participants  in  a  Company  stock  plan,  a
registration  relating to a corporate  reorganization or other transaction under
Rule 145 of the Securities Act, a registration on any form that does not include
substantially  the same  information  as would be  required  to be included in a
registration  statement  covering the sale of the Registrable  Securities,  or a
registration  in which the only Common  Stock being  registered  is Common Stock
issuable upon conversion of debt securities that are also being registered), the
Company shall, at such time, promptly give each Holder of Registrable Securities
written notice of such registration.  Upon the written request of each Holder of
Registrable  Securities  given  within  twenty  (20) days after  mailing of such
notice by the Company in accordance with SECTION 3.5, the Company shall, subject
to the  provisions  of  SECTION  1.3(C),  use its  best  efforts  to cause to be
registered under the Securities Act all of the Registrable  Securities that each
such Holder has requested to be registered.

             (b) RIGHT TO  TERMINATE  REGISTRATION.  The Company  shall have the
right to  terminate  or withdraw  any  registration  initiated  by it under this
SECTION 1.3 prior to the effectiveness of such  registration  whether or not any
Holder of  Registrable  Securities  has  elected to include  securities  in such
registration.  The expenses of such withdraw  registration shall be borne by the
Company in accordance with SECTION 1.7.

             (c)  UNDERWRITING  REQUIREMENTS.  In  connection  with any offering
involving an underwriting of shares of the Company's  capital stock, the Company
shall not be required  under this  SECTION 1.3 to include any of the  securities
held by Holders of  Registrable  Securities  in such  underwriting  unless  they
accept the terms of the  underwriting as agreed upon between the Company and the
underwriters  selected  by it  (or by  other  persons  entitled  to  select  the
underwriters) and enter into an underwriting agreement in customary form with an
underwriter  or  underwriters  selected  by the  Company,  and then only in such
quantity  as the  underwriters  determine  in  their  sole  discretion  will not
jeopardize  the success of the offering by the  Company.  If the total amount of
securities,  including Registrable  Securities,  requested by shareholders to be
included in such offering  exceeds the amount of  securities  sold other than by
the  Company  that the  underwriters  determine  in  their  sole  discretion  is
compatible with the success of the offering,  then the Company shall be required
to  include  in the  offering  only that  number of such  securities,  including
Registrable Securities, that the underwriters determine in their sole discretion
will not jeopardize  the success of the offering (the  securities so included to
be apportioned pro rata among the selling Holders  according to the total amount
of securities entitled to be included therein owned by each selling Holder or in
such other  proportions as shall be mutually agreed to by such selling Holders),
but in no event  shall  (i) the  amount of  securities  of the  selling  Holders
included in the  offering be reduced  below  thirty  percent  (30%) of the total
amount of securities  included in such  offering,  or (ii)  notwithstanding  (i)
above, any shares being sold by a shareholder  exercising a demand  registration
right pursuant to SECTION 1.2 be excluded from such  offering.  For the purposes
of  the  preceding  parenthetical  concerning  apportionment,  for  any  selling
shareholder  that  is  a  Holder  of  Registrable   Securities  and  that  is  a
partnership,  limited liability company, or corporation,  the partners,  retired
partners, managers, members, and shareholders of such Holder, or the estates and
family members of any such partners and retired  partners and any trusts for the
benefit of any of the foregoing  persons shall be deemed to be a single "selling
Holder," and any pro rata reduction with respect to such "selling  Holder" shall
be based upon the aggregate  amount of Registrable  Securities owned by all such
related entities and individuals.


                                       4

<PAGE>

         1.4 FORM S-3  REGISTRATION.  In case the Company shall receive from any
Holder of  Registrable  Securities a written  request that the Company  effect a
registration  on Form  S-3  (or  any  successor  to  Form  S-3)  or any  similar
short-form  registration  statement and any related  qualification or compliance
with  respect  to all or a part  of the  Registrable  Securities  owned  by such
Holder, the Company shall:

             (a) promptly give written notice of the proposed registration,  and
any related  qualification  or  compliance,  to all other Holders of Registrable
Securities; and

             (b) as soon as  practicable,  use its best  efforts to effect  such
registration and all such  qualifications and compliances as may be so requested
and as would  permit  or  facilitate  the sale and  distribution  of all or such
portion  of  such  Holder's  Registrable  Securities  as are  specified  in such
request,  together with all or such portion of the Registrable Securities of any
other Holder joining in such request as are specified in a written request given
within  fifteen (15) days after receipt of such written notice from the Company;
PROVIDED,  HOWEVER,  that the Company  shall not be obligated to effect any such
registration, qualification or compliance pursuant to this SECTION 1.4:

                 (i) if Form  S-3 is not  available  for  such  offering  by the
Holders;

                 (ii) if the Holders of  Registrable  Securities,  together with
the Holders of any other securities of the Company entitled to inclusion in such
registration,  propose to sell Registrable  Securities and such other securities
(if any) at an aggregate  price to the public of less than one hundred  thousand
dollars ($100,000);

                 (iii) if  within  thirty  (30)  days of  receipt  of a  written
request from any Holder  pursuant to this SECTION 1.4, the Company  gives notice
to such Holder or Holders of the Company's  intention to make a public  offering
within the next sixty (60) days;

                 (iv) if the Company  shall furnish to the Holders a certificate
signed by the Chairman of the Board of Directors of the Company,  or if there be
none, by the Chief Executive Officer, stating that in the good faith judgment of
the Board of Directors of the Company, it would be seriously  detrimental to the
Company and its  stockholders  for such Form S-3  registration to be effected at
such time,  in which event the Company  shall have the right to defer the filing
of the Form S-3 registration statement for a period of not more than ninety (90)
days after  receipt of the request of the Holder or Holders  under this  SECTION
1.4;  PROVIDED,  THAT such right to delay a request  shall be  exercised  by the
Company not more than once in any twelve (12) month period;

                 (v) if the Company  has,  within the twelve  (12) month  period
preceding the date of such request,  already  effected two (2)  registrations on
Form S-3  requested by the Holders of  Registrable  Securities  pursuant to this
SECTION 1.4; or

                 (vi) in any particular  jurisdiction in which the Company would
be required to qualify to do business or to execute a general consent to service
of process in effecting such registration, qualification or compliance.


                                       5

<PAGE>

                 Subject to the  foregoing,  the  Company  shall file a Form S-3
registration  statement covering the Registrable Securities and other securities
so  requested  to be  registered  as soon as  practicable  after  receipt of the
request or  requests of the  Holders.  Registrations  effected  pursuant to this
SECTION 1.4 shall not be counted as demands for  registration  or  registrations
effected pursuant to SECTION 1.2.

         1.5  LIMITATION  ON  REGISTRATION  REQUEST.  Notwithstanding  any other
provision of this Agreement,  the right of a Holder of Registrable Securities to
request  registration of the same by the Company  pursuant to SECTIONS 1.2, 1.3,
or 1.4 hereof shall not apply when either (a) all of the Registrable  Securities
may be sold in compliance  with the volume and other  restrictions  set forth in
Rule 144 of the  Securities  Act within a single three (3) month period,  or (b)
all of the Registrable Securities may be sold in compliance with Rule 144(k).

         1.6 REGISTRATION PROCEDURES. If and whenever the Company is required by
the  provisions  of SECTIONS 1.2, 1.3, and 1.4 to use its best efforts to effect
the  registration of any shares of Registrable  Securities  under the Securities
Act, the Company will, at its cost and expense  (including,  without limitation,
payment of the costs and expenses described in SECTION 1.7), as expeditiously as
reasonably practicable:

             (a) prepare and file with the Commission a  registration  statement
(which, in the case of an underwritten  public offering pursuant to SECTION 1.2,
shall be on Form S-1 or other form of general applicability  satisfactory to the
managing  underwriter  selected  as  therein  provided)  with  respect  to  such
securities  and use its best  efforts to cause such  registration  statement  to
become and remain  effective  for the  period of the  distribution  contemplated
thereby (determined as hereinafter provided);

             (b)  prepare  and file as  expeditiously  as  practicable  with the
Commission such amendments and  supplements to such  registration  statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
registration  statement  effective  for the period  specified in SECTION  1.6(A)
above and comply with the  provisions of the  Securities Act with respect to the
disposition of all Registrable Securities covered by such registration statement
in accordance with the sellers' intended method of disposition set forth in such
registration statement for such period;

             (c) furnish to each seller of  Registrable  Securities  and to each
underwriter  such  number  of  copies  of the  registration  statement  and  the
prospectus  included  therein  (including each  preliminary  prospectus) as such
persons  reasonably  may request in order to facilitate the public sale or other
disposition  of  the  Registrable   Securities   covered  by  such  registration
statement;

             (d) use its best  efforts to register  or qualify  the  Registrable
Securities covered by such registration  statement under the securities or "blue
sky" laws of such jurisdictions as the sellers of Registrable  Securities or, in
the case of an underwritten public offering, the managing underwriter reasonably
shall  request,  PROVIDED,  HOWEVER,  that the  Company  shall  not for any such
purpose be  required  to qualify  generally  to  transact  business as a foreign
corporation  in any  jurisdiction  where it is not so qualified or to consent to
general service of process in any such jurisdiction;


                                       6

<PAGE>

             (e)  immediately  notify each seller of Registrable  Securities and
each  underwriter  under  such  registration  statement,  at  any  time  when  a
prospectus  relating  thereto is required to be delivered  under the  Securities
Act,  of the  happening  of any event of which the Company  has  knowledge  as a
result of which the prospectus contained in such registration statement, as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances then existing.  The sellers
of Registrable  Securities  agree upon receipt of such notice forthwith to cease
making offers and sales of Registrable  Securities pursuant to such registration
statement or  deliveries  of the  prospectus  contained  therein for any purpose
until the Company has prepared and furnished such amendment or supplement to the
prospectus as may be necessary so that, as thereafter delivered to purchasers of
such  Registrable  Securities,  such  prospectus  shall  not  include  an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light of the circumstances then existing;

             (f)  notify  each  seller  of  Registrable  Securities  under  such
registration statement of (i) the effectiveness of such registration  statement,
(ii) the filing of any post-effective amendments to such registration statement,
or (iii) the filing of a supplement to such registration statement;

             (g)  cause  all such  Registrable  Securities  registered  pursuant
hereunder to be listed on each securities  exchange on which similar  securities
issued by the Company are then listed;

             (h)  provide a transfer  agent and  registrar  for all  Registrable
Securities  registered  pursuant  hereunder  and a CUSIP  number  for  all  such
Registrable  Securities,  in each case not later than the effective date of such
registration;

             (i) if the distribution is an underwritten offering, at the request
of any seller of Registrable Securities,  use its best efforts to furnish on the
date that  Registrable  Securities  are delivered to the  underwriters  for sale
pursuant  to such  registration:  (i) an  opinion  (dated  such date) of counsel
representing the Company for the purposes of such registration, addressed to the
sellers and the  underwriters,  and in customary  form; and (ii) a letter (dated
such date) from the  independent  public  accountants  retained by the  Company,
addressed to the sellers and the  underwriters  and  covering  such matters with
respect to such registration as such underwriters reasonably may request; and

             (j) make available for inspection upon reasonable notice during the
Company's  regular  business  hours by each seller of  Registrable  Shares,  any
underwriter  participating  in any  distribution  pursuant to such  registration
statement, and any attorney,  accountant, or other agent retained by such seller
or underwriter,  all material financial and other records,  pertinent  corporate
documents,  and properties of the Company,  and cause the Company's officers and
directors  to supply all  information  reasonably  requested by any such seller,
underwriter, attorney, accountant, or agent in connection with such registration
statement.

             For purposes of SECTIONS 1.6(A),  1.6(B), and 1.6(C), the period of
distribution of Registrable Securities in a firm commitment  underwritten public
offering  shall be deemed to


                                       7

<PAGE>

extend until each  underwriter has completed the  distribution of all securities
purchased by it, and the period of distribution of Registrable Securities in any
other  registration  shall be deemed to extend until the earlier of (i) the sale
of all Registrable  Securities  covered thereby or (ii) one hundred eighty (180)
days after the effective date thereof,  with reasonable extensions to be granted
for suspensions thereof.

             In  connection  with each  registration  pursuant  to  SECTION  1.2
covering an underwritten  public offering,  the Company and each seller agree to
enter into a written  agreement  with the managing  underwriter  selected in the
manner  herein  provided  in such form and  containing  such  provisions  as are
customary  in the  securities  business  for such an  arrangement  between  such
underwriter and companies of the Company's size and investment stature.

         1.7 EXPENSES OF REGISTRATION.  All expenses  incurred by the Company in
complying with SECTIONS 1.2, 1.3, and 1.4, including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel for the Company,  one (1) special  counsel to the Holders of Registrable
Securities and independent public accountants for the Company, fees and expenses
(including  counsel  fees)  incurred in  connection  with  complying  with state
securities or "blue sky" laws,  transfer taxes,  and the fees of transfer agents
and registrars,  are called "Registration  Expenses." All underwriting discounts
and selling  commissions  applicable to the sale of  Registrable  Securities are
called "Selling Expenses."

         The Company will pay all  Registration  Expenses in connection with the
registration  statement under SECTIONS 1.2, 1.3, and 1.4. The Company shall not,
however,  be required to pay for the  Registration  Expenses of any registration
proceeding  begun pursuant to SECTION 1.2, 1.3, or 1.4, the request for which is
subsequently withdrawn by the requesting Holders of Registrable  Securities,  in
which event the Registration  Expenses shall be borne by the requesting  Holders
of the  Registrable  Securities  in proportion to the number of shares for which
registration  was  requested.  All  Selling  Expenses  in  connection  with each
registration  statement  under  SECTION  1.2,  1.3, or 1.4 shall be borne by the
participating  sellers in proportion to the number of shares sold by each, or by
such  participating  sellers  other than the  Company  (except to the extent the
Company shall be a seller) as they may agree.

         1.8  INFORMATION  BY  HOLDER.  The  Holder or  Holders  of  Registrable
Securities  included  in any  registration  shall  furnish to the  Company  such
information  regarding  such Holder or Holders of  Registrable  Securities,  the
Registrable Securities held by them and the distribution proposed by such Holder
or Holders of Registrable  Securities as the Company may  reasonably  request in
writing and as shall be required in connection with any registration  (including
any amendment to a  registration  statement or  prospectus),  qualification,  or
compliance.

         1.9 INDEMNIFICATION AND CONTRIBUTION.

             (a) In  the  event  of a  registration  of  any of the  Registrable
Securities  under the  Securities  Act pursuant to SECTION 1.2, 1.3, or 1.4, the
Company  will  indemnify  and hold  harmless  each  seller  of such  Registrable
Securities   thereunder,   each  underwriter  of  such  Registrable   Securities
thereunder  and  each  other  person,  if  any,  who  controls  such  seller  or
underwriter  within the meaning of Section 15 of the  Securities  Act,  from and
against any losses,


                                       8

<PAGE>

claims,  damages,  or  liabilities,  joint or  several,  to which  such  seller,
underwriter,  or controlling  person may become subject under the Securities Act
or under any  other  statute  or at common  law or  otherwise,  insofar  as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of any
material  fact  contained  in  any  registration   statement  under  which  such
Registrable Securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof,  or arise out of or are based upon the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading or any  violations  of  applicable  law
relating to such registration, and will pay the legal fees and other expenses of
each such  seller,  each such  underwriter,  and each  such  controlling  person
incurred by them in  connection  with  investigating  or  defending  any action,
whether or not resulting in any liability,  insofar as such loss, claim, damage,
liability,  or action results from the foregoing;  PROVIDED,  HOWEVER,  that the
Company will not be liable to a seller,  underwriter,  or controlling  person in
any such  case if and to the  extent  that  any such  loss,  claim,  damage,  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement  or  omission  or alleged  omission  so made in  reliance  upon and in
conformity with  information  furnished in writing by any such seller,  any such
underwriter  or any  such  controlling  person  specifically  for  use  in  such
registration statement or prospectus;  and, PROVIDED, FURTHER, however, that the
Company  will not be liable to a Holder in any such case to the extent  that any
such loss, claim, damage, liability, or action arises out of or is based upon an
untrue or alleged  untrue  statement or omission or an alleged  omission made in
any preliminary prospectus or final prospectus if (1) such Holder failed to send
or deliver a copy of the final prospectus or prospectus supplement with or prior
to the  delivery  of  written  confirmation  of  the  sale  of  the  Registrable
Securities,  and (2) the final  prospectus or prospectus  supplement  would have
corrected such untrue statement or omission.

             (b) In  the  event  of a  registration  of  any of the  Registrable
Securities  under the  Securities Act pursuant to SECTION 1.2, 1.3, or 1.4, each
seller of such  Registrable  Securities  thereunder,  severally and not jointly,
will indemnify and hold harmless the Company,  each person, if any, who controls
the  Company  within the  meaning of the  Securities  Act,  each  officer of the
Company who signs the registration statement, each director of the Company, each
underwriter,  and each person who controls any underwriter within the meaning of
the Securities Act, against all losses, claims,  damages, or liabilities,  joint
or several,  to which the Company or such  officer,  director,  underwriter,  or
controlling  person may become  subject under the  Securities  Act or otherwise,
insofar as such losses,  claims,  damages, or liabilities (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of any material fact  contained in the  registration  statement  under
which such Registrable  Securities were registered under the Securities Act, any
preliminary  prospectus or final prospectus  contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading,  and will pay the legal
fees and  other  expenses  of the  Company  and  each  such  officer,  director,
underwriter,  and  controlling  person  incurred  by  them  in  connection  with
investigating or defending any such loss, claim, damage,  liability,  or action;
PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if
and only to the extent that any such loss,  claim,  damage,  or liability arises
out of or is based upon an untrue  statement  or  alleged  untrue  statement  or
omission  or alleged  omission  made in  reliance  upon and in  conformity  with
information  furnished in writing to the Company


                                       9

<PAGE>

by  such  seller  specifically  for  use  in  such  registration   statement  or
prospectus;  and PROVIDED,  FURTHER,  however, that the liability of each seller
hereunder shall be limited to the amount of net proceeds received by such seller
in connection with such registration.

             (c) Promptly  after receipt by an  indemnified  party  hereunder of
notice of the  commencement of any action,  such  indemnified  party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof,  but the omission so to notify
the indemnifying  party shall not relieve it from any liability that it may have
to such  indemnified  party under this SECTION 1.9 except and only to the extent
the indemnifying  party is prejudiced by such omission.  In case any such action
shall  be  brought  against  any  indemnified  party  and it  shall  notify  the
indemnifying party of the commencement  thereof, the indemnifying party shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof with counsel  satisfactory  to such  indemnified
party,  and, after notice from the indemnifying  party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such  indemnified  party under this SECTION 1.9 for
any legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof; PROVIDED, HOWEVER, that, if the defendants in any such
action include both the  indemnified  party and the  indemnifying  party and the
indemnified  party  shall  have  reasonably  concluded  (based on the  advice of
counsel)  that  there  may be  reasonable  defenses  available  to it which  are
different from or additional to those available to the indemnifying  party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying  party,  the indemnified  party shall have the
right to  select a  separate  counsel  and to assume  such  legal  defenses  and
otherwise to  participate  in the defense of such action,  with the expenses and
fees of such separate counsel and other expenses  related to such  participation
to be reimbursed by the  indemnifying  party as incurred,  it being  understood,
however,  that the indemnifying party shall not, in connection with any one such
action or  separate  but  substantially  similar or related  actions in the same
jurisdiction  arising out of the same general  allegations or circumstances,  be
liable for the fees and  expenses of more than one  separate  firm of  attorneys
(together with appropriate  local counsel as required by the local rules of such
jurisdiction) at any time for all such indemnified parties.

             (d) In order to  provide  for just and  equitable  contribution  to
joint  liability  under the  Securities  Act in any case in which either (i) any
Holder of Registrable Securities exercising rights under this Agreement,  or any
controlling  person  of any  such  Holder,  makes  a claim  for  indemnification
pursuant to this SECTION 1.9 but it is judicially  determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to  appeal  or the  denial  of the  last  right  of  appeal)  that  such
indemnification  may not be enforced in such case  notwithstanding the fact that
this SECTION 1.9 provides for indemnification in such case, or (ii) contribution
under the  Securities Act may be required on the part of any such selling Holder
or any such controlling  person in circumstances  for which  indemnification  is
provided  under this SECTION 1.9;  then,  and in each such case, the Company and
each such Holder will contribute to the aggregate losses,  claims,  damages,  or
liabilities  to which they may be subject  (after  contribution  from others) in
such  proportion  as may be  reasonable  taking into account such matters as (i)
their  relative  fault as to the  matters  giving rise to such  losses,  claims,
damages,  or liabilities and (ii) their relative  ability or opportunity to have
avoided such losses, claims, damages, or liabilities;  PROVIDED,  HOWEVER, that,
in any such case,  no person or entity  guilty of


                                       10

<PAGE>

fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities Act) will be entitled to  contribution  from any person or entity who
was not guilty of such fraudulent misrepresentation.

             (e) No indemnifying party shall,  without the prior written consent
of the  indemnified  party,  effect any  settlement of any pending or threatened
action,  suit,  or proceeding  in respect of which any  indemnified  party is or
could have been a party and indemnity  could have been sought  hereunder by such
indemnified party, unless such settlement  includes an unconditional  release of
such indemnified  party from all liability on claims that are the subject matter
of such action, suit or proceeding.

             (f)  Notwithstanding   the  foregoing,   to  the  extent  that  the
provisions on  indemnification  and  contribution  contained in the underwriting
agreement  entered into in connection with the underwritten  public offering are
in conflict with the foregoing  provisions,  the provisions in the  underwriting
agreement shall control.

         1.10 CHANGES IN COMMON STOCK.  If, and as often as, there is any change
in the Common Stock by way of a stock split,  stock  dividend,  combination,  or
reclassification,  or  through  a  merger,  consolidation,   reorganization,  or
recapitalization, or by any other means, appropriate adjustment shall be made in
the  provisions  hereof so that the rights and  privileges  granted hereby shall
continue with respect to the Common Stock as so changed.

         1.11 RULE 144 REPORTING.  With a view to making  available the benefits
of certain rules and  regulations of the Commission  that may at any time permit
the resale of the Registrable  Shares without  registration,  for so long as the
Company has a class of  securities  registered  under Section 12 of the Exchange
Act, the Company will at all times use its best efforts to:

             (a) make and keep public information available,  as those terms are
understood and defined in Rule 144 under the Securities Act;

             (b) file with the  Commission  in a timely  manner all  reports and
other  documents  required  of the  Company  under  the  Securities  Act and the
Exchange Act; and

             (c) furnish to each  Holder of  Registrable  Securities,  forthwith
upon request,  (i) a written  statement by the Company as to its compliance with
the reporting  requirements  of such Rule 144 and of the  Securities Act and the
Exchange Act or that it qualifies as a registrant whose securities may be resold
pursuant  to Form S-3 (at any time  after it so  qualifies),  (ii) a copy of the
most recent annual or quarterly report of the Company,  (iii) such other reports
and documents so filed by the Company as such Holder may  reasonably  request in
availing itself of any rule or regulation of the Commission allowing such Holder
to sell any Registrable  Securities  without  registration,  and (iv) such other
information as may be reasonably requested in availing any Holder of any rule or
regulation  of the  Commission  that permits the selling of any such  securities
without registration or pursuant to such form.

         1.12 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company
to register  Registrable  Securities  pursuant to this SECTION 1 may be assigned
(but only with all related  obligations) by a Holder to a transferee or assignee
of such securities that (i) is a subsidiary, parent, affiliate, general partner,
limited partner,  retired partner,  member or retired member or


                                       11

<PAGE>

shareholder  of a  Holder,  (ii) is a  Holder's  family  member or trust for the
benefit of an  individual  Holder,  or (iii) after such  assignment or transfer,
holds at least twenty  thousand  (20,000)  shares of Registrable  Securities (as
adjusted  for  stock   splits,   stock   dividends,   combinations,   and  other
recapitalizations),  PROVIDED:  (a) the transferor  shall,  within ten (10) days
after such  transfer,  furnish  to the  Company  written  notice of the name and
address of such  transferee or assignee and the securities with respect to which
such registration rights are being assigned, and (b) such transferee shall agree
to be subject to all restrictions set forth in this Agreement.

                                   SECTION 2

                                  MISCELLANEOUS

         2.1 SUCCESSORS AND ASSIGNS.  All covenants and agreements  contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective  successors and assigns of the parties  hereto,
whether so expressed or not;  PROVIDED,  HOWEVER,  that the rights  conferred in
this Agreement on the Holders shall only inure to the benefit of a transferee of
Registrable  Securities if: (a) such transfer may be effected in accordance with
applicable  securities laws; and (b) such transferee has agreed in writing to be
bound by the terms of this Agreement.

         2.2 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Arizona  for all  purposes  and in all
respects, without giving effect to the conflict of law provisions thereof.

         2.3 JURISDICTION AND VENUE. Company hereby expressly agrees that in the
event any actions or other legal proceedings are initiated by or against Company
or the  Holders  involving  any  alleged  breach or failure by any party to pay,
perform, or observe any sums,  obligations,  or covenants to be paid, performed,
or  observed  by it under  this  Agreement,  or  involving  any other  claims or
allegations  arising out of the  transactions  evidenced or contemplated by this
Agreement,  regardless  of  whether  such  actions or  proceedings  shall be for
damages, specific performance, or declaratory relief or otherwise, such actions,
in the sole and absolute discretion of the Holder,  shall be brought in Maricopa
County,  Arizona; and Company hereby submits to the jurisdiction of the State of
Arizona  for such  purposes  and  agrees  that  the  venue  of such  actions  or
proceedings shall properly lie in Maricopa County,  Arizona;  and Company hereby
waives any and all defenses to such jurisdiction and venue.

         2.4  INTEGRATION;  AMENDMENT.  This  Agreement and the other  documents
delivered  pursuant  hereto  constitute  the full and entire  understanding  and
agreement among the parties with regard to the subjects hereof and thereof,  and
supersede any previous  agreement or understanding  between or among the parties
with  respect to such  subjects.  No party shall be liable or bound to any other
party in any manner by any warranties,  representations,  or covenants except as
specifically  set forth herein or therein.  Except as expressly  provided herein
neither this Agreement nor any term hereof may be amended,  waived,  discharged,
or  terminated  other than by a written  instrument  signed by the party against
whom  enforcement of any such amendment,  waiver,  discharge,  or termination is
sought;  PROVIDED,  HOWEVER,  that with the  written  consent of the Company and
Holders  of  at  least  a  majority  of  the  Registrable  Securities  that  are
outstanding  (including,  for these  purposes,  Conversion  Shares  and  Warrant
Shares)  may waive,  modify,  or


                                       12

<PAGE>

amend,  on behalf of all parties  hereto,  any  provisions of this Agreement and
such waiver, modification,  or amendment may be given or withheld for any reason
or no reason in the sole  discretion  of any  party.  Any  amendments,  waivers,
discharges,  or terminations of this Agreement  effected in accordance  herewith
shall be binding  upon all parties  hereto,  including  those not  signing  such
amendment,  waiver,  discharge,  or  termination.  The  Company  shall not grant
additional registration rights other than by amending this Agreement pursuant to
this section.

         2.5 NOTICES. All notices,  requests,  demands, and other communications
under this  Agreement  shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, on the date of transmittal of services via telecopy to the party to
whom notice is to be given (with a  confirming  copy being  delivered  within 24
hours  thereafter),  or on the third day after mailing if mailed to the party to
whom  notice is to be given,  by first  class  mail,  registered  or  certified,
postage  prepaid,  or via  overnight  courier  providing a receipt and  properly
addressed as set forth  above.  Any party may change its address for purposes of
this  paragraph by giving notice of the new address to each of the other parties
in the manner set forth above.

         2.6  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts,  each of which shall be enforceable  against the parties  actually
executing such  counterparts,  and all of which  together  shall  constitute one
instrument.

         2.7  SEVERABILITY.  In the event that any  provision of this  Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable,  or void,  this Agreement shall continue in full force and effect
without said provision; PROVIDED THAT no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.

         2.8 ATTORNEYS' FEES. In the event any suit or other legal proceeding is
brought for the  enforcement  of any of the  provisions of this  Agreement,  the
parties hereto agree that the  prevailing  party or parties shall be entitled to
recover  from the other  party or  parties  upon  final  judgment  on the merits
reasonable  attorneys'  fees  (and  sales  taxes  thereon,  if  any),  including
attorneys'  fees for any appeal,  and costs  incurred  in bringing  such suit or
proceeding.

         2.9  TITLES  AND  SUBTITLES.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       13

<PAGE>


         IN WITNESS  WHEREOF,  the Company and the Investor  have  executed this
Agreement under seal as of the date first above written.

                             AUTOTRADECENTER.COM INC., an
                             Arizona corporation



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



                             EAGLE CAPITAL GROUP,  LLC, an
                             Arizona  limited  liability company



                             By: /s/ NEIL ELSEY
                                -----------------------------------------------
                             Name:  NEIL ELSEY
                                  ---------------------------------------------
                             Its:   MANAGING MEMBER
                                 ----------------------------------------------






                                       14
<PAGE>
                          MULTIPLE ADVANCE CREDIT NOTE

U.S. $1,300,000.00                                                 July 26, 2001

                  FOR  VALUE  RECEIVED,  AutoTradeCenter.com  Inc.,  an  Arizona
corporation  ("Borrower"),  hereby promises to pay to the order of Eagle Capital
Group, LLC, an Arizona limited liability  company  ("Lender"),  at the office of
Lender located at 2425 East Camelback Road, Suite 100,  Phoenix,  Arizona 85016,
the principal amount of  $1,300,000.00,  or such lesser principal amount as from
time to time  shall be  outstanding  hereunder,  as  reflected  in the books and
records of Lender,  together with interest on the principal balance from time to
time outstanding hereunder,  from (and including) the date of disbursement until
(but not  including)  the date of payment,  to be computed at the interest rate,
and on the dates,  set forth in the Loan and Stock Purchase  Agreement,  of even
date herewith, executed by Borrower and Lender (the "Loan Agreement").  Advances
evidenced by this Note shall be made in accordance with the Loan Agreement.  All
capitalized  terms not  otherwise  defined in this Note  shall have the  meaning
assigned thereto in the Loan Agreement.

         1.  PAYMENTS.  The  principal  indebtedness  evidenced  hereby shall be
payable in accordance  with the terms of the Loan  Agreement.  Interest shall be
payable with respect to the principal  indebtedness evidenced hereby at the rate
and in the manner set forth in the Loan Agreement.

         2.  DEFAULT.  Upon the  occurrence  of an Event of Default,  the entire
principal balance outstanding hereunder,  together with all accrued interest and
other amounts  payable  hereunder,  and under the Loan Agreement and the Related
Documents,  at the election of Lender, shall become immediately due and payable,
without any notice to Borrower.  In the case of any Event of Default of the type
described  in SECTION 11.1 of the Loan  Agreement,  such  acceleration  shall be
automatic and not optional.

         3. WAIVERS.  Except as set forth in this Note or the Loan Documents, to
the extent permitted by applicable law, Borrower,  and each person who is or may
become  liable  hereunder,  severally  waive and agree  not to  assert:  (a) any
homestead or exemption rights;  (b) demand,  diligence,  grace,  presentment for
payment,  protest, notice of nonpayment,  nonperformance,  extension,  dishonor,
maturity,  protest,  and  default;  and (c)  recourse to guaranty or  suretyship
defenses  (including,  without  limitation,  the right to require  the Lender to
bring an action on this  Note).  Lender may  extend  the time for  payment of or
renew this Note, release  collateral as security for the indebtedness  evidenced
hereby or release any party from liability  hereunder,  and any such  extension,
renewal,  release, or other indulgence shall not alter or diminish the liability
of  Borrower or any other  person or entity who is or may become  liable on this
Note  except  to the  extent  expressly  set forth in a  writing  evidencing  or
constituting such extension, renewal, release, or other indulgence.

         4. NO WAIVER BY LENDER. No delay or failure of Lender in exercising any
right  hereunder  shall  affect  such  right,  nor shall any  single or  partial
exercise of any right preclude further exercise thereof.


<PAGE>

         5. GOVERNING  LAW. This Note shall be construed in accordance  with and
governed  by the laws of the State of Arizona,  without  regard to the choice of
law rules of the State of Arizona.

         6. TIME OF  ESSENCE.  Time is of the  essence of this Note and each and
every provision hereof.

         7. AMENDMENTS. No amendment,  modification, change, waiver, release, or
discharge  hereof  and  hereunder  shall be  effective  unless  evidenced  by an
instrument  in  writing  and signed by the party  against  whom  enforcement  is
sought.

         8.  SEVERABILITY.  If any provision hereof is invalid or unenforceable,
the other  provisions  hereof shall remain in full force and effect and shall be
liberally  construed  in  favor of  Lender  in order  to  effectuate  the  other
provisions hereof.

         9. BINDING  NATURE.  The  provisions of this Note shall be binding upon
Borrower and the heirs,  personal  representatives,  successors,  and assigns of
Borrower,  and shall inure to the benefit of Lender and any subsequent holder of
all or any portion of this Note,  and their  respective  successors and assigns.
Lender may from time to time  transfer  all or any part of its  interest in this
Note and the Loan Documents without notice to Borrower.

         10. SECTION  HEADINGS.  The section headings set forth in this Note are
for  convenience  only and shall not have  substantive  meaning  hereunder or be
deemed part of this Note.

         11.  CONSTRUCTION.  This  Note  shall  be  construed  as  a  whole,  in
accordance  with its fair meaning,  and without regard to or taking into account
any  presumption or other rule of law requiring  construction  against the party
preparing this Note. In the event of any conflict or  inconsistency  between the
provision  of this  Note  and the  provisions  of the Loan  Agreement,  the Loan
Agreement shall control.

         IN WITNESS  WHEREOF,  Borrower  has  executed  this Note as of the date
first set forth above.

                                 "BORROWER"

                                 AUTOTRADECENTER.COM INC., an Arizona
                                 corporation



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

                                 Address of Borrower:

                                 15170 North Hayden Road
                                 Suite 5
                                 Scottsdale, Arizona 85260





                                       2
<PAGE>
                       SECURITY AND STOCK PLEDGE AGREEMENT



         THIS SECURITY AND STOCK PLEDGE AGREEMENT (this "Agreement") is made and
entered into as of July 26, 2001,  by and between  AutoTradeCenter.com  Inc., an
Arizona corporation ("ATC"), formerly known as Auto Network Group, Inc. and Auto
Network  Group  USA,  Inc.,  and each and  every one of ATC's  subsidiaries  and
affiliates  including   BusinessTradeCenter.com  Inc.,  (all  of  the  foregoing
collectively referred to hereafter as "Borrower"),  whose chief executive office
is located at 15170 N. Hayden Road,  Suite 5,  Scottsdale,  Arizona  85260,  and
Eagle Capital Group,  L.L.C. and its  subsidiaries  and affiliates,  ("Lender"),
whose address is 2425 E. Camelback Road, Suite 100, Phoenix, Arizona, 85016. The
term  "affiliate(s)"  as used  herein  shall  mean any  entity  in which  either
Borrower or Eagle (or Eagle's members)  directly or indirectly  owns,  holds, or
controls,  with power to vote, twenty percent or more of the outstanding  equity
or voting  securities,  other than an entity holding such securities solely in a
fiduciary capacity or solely as security for a debt.

1.  GRANT OF SECURITY INTEREST

         Borrower  hereby grants to Lender a security  interest  (the  "Security
Interest")  in all cash,  personal  property,  furniture,  fixtures,  equipment,
leasehold, intangibles, and intellectual property of Borrower, whether now owned
or existing or hereafter acquired or arising and wherever located (collectively,
the "Collateral"), described more particularly as follows:

             (a)  all  cash,  accounts,  accounts  receivable,  contract  rights
(including,  without limitation, all rights under all past and present contracts
with  NETCHEMISTRY and excluding any contract right that requires the consent of
any third  party to  transfer),  rights to payment in any form,  chattel  paper,
leases, instruments, notes, documents of title, deposit accounts, bank accounts,
certificates of deposit,  causes of action, and general  intangibles,  including
payment  intangibles and intellectual  property,  including foreign and domestic
copyrights,  copyright  applications,  copyrightable  material  of any  kind  or
nature,  software  and source  codes  (whether  registered  or not),  registered
trademarks,  trademark  applications,  non-registered  trademarks,  trade names,
trade dress, patent,  patent applications,  or any other item of like or similar
nature,  now owned or hereafter  acquired by  Borrower,  whether or not formally
perfected,  registered,  filed, or otherwise with any state, federal, or foreign
agency or  department,  including all  common-law  rights  related to any of the
foregoing;

             (b) all inventory,  including,  without limitation,  raw materials,
work-in-process,  or  materials  used or consumed in the  business of  Borrower,
whether in the possession of Borrower, warehouseman, bailee, or any other person
or entity;

             (c) all machinery, furniture, fixtures, and equipment;

             (d) all documents, including negotiable and nonnegotiable documents
of title;


<PAGE>

             (e) all investment property, monies, securities, or other property,
including  but not  limited  to all  shares of stock  now  owned or  hereinafter
acquired by Borrower of its wholly owned subsidiaries (the "Stock");

             (f) all letter-of-credit rights or other supporting obligations;

             (g) any and all rights  Borrower may have as  beneficiary of escrow
agreements or any other  contractual  arrangement  whereby  assets are held by a
third party for the benefit of Borrower;

             (h) all rights under  contracts  of  insurance  covering any of the
above-described property;

             (i) all attachments,  accessions, tools, parts, supplies, increases
and  additions  to and all  replacements  of, and  substitutions  for any of the
above-described property;

             (j)  all  products  of  any  of the  above-described  property  now
existing or hereafter acquired;

             (k)  all  proceeds  of  any  of the  above-described  property  now
existing or hereafter acquired; and

             (l) all books and records pertaining to any of the  above-described
property,  including,  without limitation,  any computer readable memory and any
computer  hardware or software  necessary to process such memory  (collectively,
the "Books and Records").

2.  SECURED OBLIGATIONS

         The  Collateral  shall secure,  in such order of priority as Lender may
elect, the following (collectively, the "Secured Obligations"):

             (a) payment and  performance  of all  obligations of Borrower under
the terms of the Loan and Stock Purchase  Agreement,  of even date herewith,  by
and  between  Borrower  and Lender  (the "Loan  Agreement"),  together  with all
extensions, modifications, substitutions, or renewals thereof, or other advances
made thereunder;

             (b) payment and  performance  of all  obligations of Borrower under
the terms of the  Multiple  Advance  Credit  Note,  of even date  herewith  (the
"Note"),  in the stated principal amount of $1,300,000.00,  executed by Borrower
in favor of Lender, together with all extensions, modifications,  substitutions,
or renewals thereof, or other advances made thereunder;

             (c) payment and  performance  of every  obligation,  covenant,  and
agreement of Borrower contained in this Agreement, together with all extensions,
modifications, substitutions, or renewals hereof; and

             (d) payment and performance of every other  obligation of Borrower,
now  existing  or  hereafter  arising in the future,  owed to Eagle,  and/or any
affiliates and/or (d) subsidiaries,  including but not limited to any obligation
arising under the Facilities  Use and  Administration  Agreement  between


                                       2

<PAGE>

United  Administration,  Inc.  and Borrower  and any  obligation  that may arise
between  Eagle or an  affiliate,  and  Borrower  as the  result of Eagle's or an
affiliate's guarantee of any obligation owed by Borrower.

3.  REPRESENTATIONS AND WARRANTIES OF BORROWER

         Borrower hereby represents and warrants to Lender that:

         3.1 USE. The  Collateral  is or will be used or produced  primarily for
business purpose of Borrower.

         3.2 BUSINESS NAMES.  Borrower does not do business under any other name
and any  and all  assets  used  in  Borrower's  business  are  owned  by  either
AutoTradeCenter.com,  Inc. or BusinessTradeCenter.com,  Inc. No other subsidiary
or affiliate  of Borrower  owns any  material  assets or generates  any material
revenue or otherwise has any material interest in any Collateral.

         3.3 OTHER  AGREEMENTS.  The  execution,  delivery,  and  performance by
Borrower of this Agreement and all other documents and  instruments  relating to
the  Secured  Obligations  will  not  result  in any  breach  of the  terms  and
conditions or constitute a default under any agreement or instrument under which
Borrower  is a  party  or is  obligated.  Borrower  is  not  in  default  in the
performance  or observance of any  covenants,  conditions,  or provisions of any
such agreement or instrument.

         3.4 PRIORITY. The Security Interest in the Collateral granted to Lender
constitutes,  and  hereafter  will  constitute,  a security  interest  in all of
Borrower's assets, rights, and property of first priority.

         3.5  TITLE.  Borrower  is the owner  of,  and has good  title  to,  the
Collateral  free of all  security  interests  or other  encumbrances  except the
Approved Liens (as defined in the Loan Agreement) and the Security Interest, and
no  financing  statement  covering  the  Collateral  is filed or recorded in any
public office except with respect to Approved Liens. Borrower is the only entity
that is a party to any and all contracts with  NETCHEMISTRY and Borrower has all
rights to the Work Product,  software,  source codes, and any other intellectual
property developed by NETCHEMISTRY pursuant to the terms of such contracts.

         3.6 AUTHORITY.  Borrower has the full power, authority, and legal right
to grant to Lender the Security Interest, and no further consent, authorization,
approval,  or other action is required for the grant of the Security Interest or
for Lender's exercise of its rights and remedies under this Agreement, except as
may be required in connection  with the sale of the  Collateral by Lender by the
laws affecting the offering and sale of securities.

         3.7 CHIEF  EXECUTIVE  OFFICE.  The address of Borrower set forth in the
preamble of this Agreement is the chief executive office of Borrower.

4.  COVENANTS OF BORROWER


                                       3

<PAGE>


         4.1 TRANSFERS.  Borrower shall not sell, transfer, assign, or otherwise
dispose of any Collateral or any interest  therein  without  obtaining the prior
written  consent of Lender and shall keep the  Collateral  free of all  security
interests or other  encumbrances  except the Security  Interest and any Approved
Liens. Although proceeds of Collateral are covered by this Agreement, this shall
not be construed to mean that Lender  consents to any sale or other transfers of
the Collateral.

         4.2  MAINTENANCE.  Borrower  shall keep and maintain the  Collateral in
good  condition and repair and shall not use the  Collateral in violation of any
provision of this Agreement or any applicable statute, ordinance, regulation, or
any policy of insurance insuring the Collateral.

         4.3  PAYMENTS  OF  CHARGES.  Borrower  shall  pay when  due all  taxes,
assessments,  and other  charges  which may be levied or  assessed  against  the
Collateral.

         4.4 FIXTURES AND ACCESSIONS.  Borrower shall prevent any portion of the
Collateral  that is not a fixture  from being or  becoming  a fixture  and shall
prevent any portion of the  Collateral  from being or becoming an  accession  to
other goods that are not part of the Collateral.

         4.5 MOTOR VEHICLES. If the Collateral includes motor vehicles, Borrower
shall keep all titled vehicles properly  registered and licensed,  shall provide
Lender with the license numbers of all titled vehicles, shall cause the Security
Interest to be shown as a valid lien on the  Certificate of Title for all titled
vehicles and shall deliver lien filing receipts to Lender as evidence thereof.

         4.6 POSSESSION BY LENDER. Borrower, upon demand, shall promptly deliver
to  Lender  all  instruments,  documents,  and  chattel  paper  included  in the
Collateral.  Borrower, without Lender's prior written consent, shall not make or
agree to make any alteration,  modification, or cancellation of, or substitution
for, or credit, adjustment, or allowance on, any Collateral.

         4.7 NOTICE TO LENDER. Borrower shall give Lender 45 days' prior written
notice of any change: (i) in the location of its chief executive office; or (ii)
of the names under which it does business.

         4.8  INSPECTIONS.  Lender or its agents may inspect the  Collateral  at
reasonable  times and may enter into any premises where the Collateral is or may
be  located.  Borrower  shall  keep the Books and  Records  in  accordance  with
generally accepted accounting principles, to the extent applicable. Lender shall
have free and  complete  access to the Books and Records and shall,  at Lender's
expense,  have the right to make extracts therefrom or copies thereof.  Upon the
request of Lender from time to time, Borrower shall submit up-to-date  schedules
of the accounts  receivable  comprising  the Collateral in such detail as Lender
may require and shall deliver to Lender confirming  specific  assignments of all
accounts,  instruments,  documents,  and chattel paper included in such accounts
receivable.  After the  occurrence  of any Event of Default (as defined  below),
upon the  request of Lender,  Borrower  shall  submit  up-to-date  schedules  of
inventory comprising the Collateral in such detail as Lender may require.

         4.9 DEFENSE OF  COLLATERAL.  Borrower,  at its cost and expense,  shall
protect and defend this Agreement,  all of the rights of Lender  hereunder,  and
the Collateral  against all claims and demands of other parties.  Borrower shall
pay all claims  and  charges  that in the  opinion  of Lender  might


                                       4

<PAGE>

prejudice, imperil, or otherwise affect the Collateral or the Security Interest.
Borrower shall, within 24 hours, notify Lender of any levy, distraint,  or other
seizure by legal process or otherwise of any part of the  Collateral  and of any
threatened or filed claims or proceedings that might in any way affect or impair
the terms of this Agreement.

         4.10 PERFECTION OF SECURITY  INTEREST.  The Security  Interest,  at all
times,  shall be perfected  and except for any Approved  Liens shall be prior to
any  other  interests  in the  Collateral.  Borrower  shall act and  perform  as
necessary  and  shall  execute  and  file  all  security  agreements,  financing
statements,  continuation statements, and other documents requested by Lender to
establish,  maintain,  and continue the perfected Security Interest. In order to
allow Lender to perfect its security interest in the Collateral, Borrower hereby
authorizes  Lender to file initial  financing  statement(s) with respect to this
security  interest  and  to  file  such  amendments,  continuations,  and  other
documents  necessary to perfect and maintain  Lender's  security interest in the
Collateral.  Borrower  hereby  authorizes  Lender  to sign  any  such  financing
statements, continuations,  amendments, or other documents on behalf of Borrower
and  Borrower  will take all actions  and  execute  and  deliver  all  financing
statements and other documents requested by Lender from time to time in order to
perfect and maintain such security  interest.  For purpose of allowing Lender to
give notice as required  under the Uniform  Commercial  Code to the holder(s) of
any  conflicting  security  interest(s)  in  the  Collateral,   Borrower  hereby
represents  and warrants  that the following  secured  party or secured  parties
(including  address(es)) have a conflicting security interest in the Collateral:
R. GARY MCCAULEY,  1202 E. MISSOURI,  PHOENIX,  ARIZONA,  85014. For purposes of
filing  the  financing  statement(s)  necessary  to  perfect  Lender's  security
interest in the  Collateral,  Borrower  represents and warrants as follows:  (a)
Borrower  is  incorporated  in (or was  otherwise  organized  in) the  state  of
Arizona;  (b)  Borrower's  chief  executive  offices  are located at the address
listed in the opening  paragraph of this Agreement;  and (c) the Collateral will
be located at the following location(s):  Arizona and California (servers only).
Borrower, on written demand, shall promptly pay all costs and expenses of filing
and recording,  including, without limitation, the costs of any searches, deemed
necessary by Lender from time to time to establish  and  determine  the validity
and the continuing priority of the Security Interest.

         4.11  PAYMENT  OF  CHARGES.   If  Borrower  fails  to  pay  any  taxes,
assessments,  expenses,  or charges, or fails to keep all of the Collateral free
from other  security  interests,  encumbrances,  or claims  except for  Approved
Liens,  or fails to  copyright,  register,  patent,  or  otherwise  protect  the
Collateral,  or fails to keep the  Collateral in good  condition and repair,  or
fails to procure and  maintain  insurance  thereon,  or to perform  otherwise as
required  herein,  Lender may advance the monies  necessary to pay the same,  to
accomplish  such  repairs,  to procure  and  maintain  such  insurance  or to so
perform.  Lender  is  hereby  authorized  to  enter  upon  any  property  in the
possession  or control of Borrower for such  purposes.  In addition,  Lender may
request  delivery  of the  Collateral  to Lender in order to  protect or perfect
Lender's  Security  Interest  as Lender  deems  necessary,  and  Borrower  shall
immediately deliver the Collateral to Lender.

5.  COLLATERAL IN THE POSSESSION OF LENDER

         5.1  CARE.   Lender  shall  use  such   reasonable  care  in  handling,
preserving,  and  protecting  the  Collateral  in its  possession  as it uses in
handling similar property for its own account.  Lender,


                                       6

<PAGE>

however, shall have no liability for the loss, destruction,  or disappearance of
any Collateral  unless there is affirmative  proof of a lack of due care. A lack
of due care shall not be implied solely by virtue of any loss,  destruction,  or
disappearance.

         5.2  PRESERVATION OF COLLATERAL.  Borrower shall be solely  responsible
for taking any and all actions to preserve rights of Lender. Lender shall not be
obligated  to take  any  such  actions  unless  the  Collateral  is in  Lender's
possession.  Borrower  waives  presentment  and  protest  with  respect  to  any
instrument included in the Collateral on which Borrower is in any way liable and
waives  notice of any action  taken by Lender  with  respect to any  instrument,
document,  or chattel paper included in any Collateral that is in the possession
of Lender.

         5.3 CERTIFICATED SECURITIES.  With respect to the Stock in certificated
form,  Borrower hereby:  (i) deposits and delivers to Lender stock  certificates
for all of the  Stock  accompanied  by stock  powers  in the form of  EXHIBIT  A
attached  hereto,  duly  executed  in blank by  Borrower;  and (ii)  assigns and
transfers to Lender all of the right,  title, and interest of Borrower in and to
the Stock and to the certificates or instruments evidencing the Stock to be held
by Lender upon the terms and conditions set forth in this Agreement. If Borrower
acquires (by purchase,  stock dividend,  or otherwise),  directly or indirectly,
any  additional  Stock in  certificated  form at any time after the date of this
Agreement,  Borrower  shall  immediately  pledge  and  deliver  to  Lender  such
certificated Stock, together with related stock powers duly executed in blank by
Borrower.

6.  EVENTS OF DEFAULT; REMEDIES

         6.1 EVENTS OF DEFAULT. The occurrence of any of the following events or
conditions shall constitute an "Event of Default":

             (a) any failure to pay any principal,  interest, fees, or any other
part of the Secured Obligations when the same shall become due and payable where
such failure is continuing  for 5 days after written  notice thereof from Lender
to Borrower;

             (b) Borrower  shall  breach any  covenant or agreement  made herein
where  such  breach,  to the extent  curable,  is  continuing  for 15 days after
written notice thereof from Lender to Borrower;

             (c) any warranty, representation, or statement made or furnished to
Lender by or on behalf of Borrower  shall prove to have been false or misleading
in any material respect when made or furnished;

             (d) the occurrence of a Default or an Event of Default under and as
defined in the Note, the Loan Agreement, or any of the Related Documents; or

             (e) any conduct or action,  or notice of intent to initiate conduct
or action,  by any other  creditor or entity to exercise any remedy with respect
to the Collateral or take possession of or control of the Collateral.

             (f) default in the  performance of any  obligation  owed to R. Gary
McCauley which is secured by a lien on the Collateral.


                                       6

<PAGE>

         6.2 REMEDIES.  Upon the occurrence of any Event of Default,  and at any
time while such Event of Default is continuing,  Lender shall have the following
rights and  remedies and may do one or more of the  following  in Lender's  sole
discretion:

             (a)  declare  all or any  part  of the  Secured  Obligations  to be
immediately due and payable, and the same, with all costs and charges,  shall be
immediately collectible;

             (b) without  further  notice or demand and without  legal  process,
take  possession of the Collateral  wherever found and, for this purpose,  enter
upon any  property  occupied by or in the control of  Borrower.  Borrower,  upon
demand by Lender,  shall  immediately  assemble the Collateral and deliver it to
Lender or to a place designated by Lender;

             (c) operate the business of Borrower as a going concern, including,
without limitation,  extend sales or services to new customers and advance funds
for such  operation.  Lender  shall not be liable  for any  depreciation,  loss,
damage, or injury to the Collateral or other property of Borrower as a result of
such action. Borrower hereby waives any claim of trespass or replevin arising as
a result of such action;

             (d) pursue any legal or equitable  remedy  available to collect the
Secured  Obligations,  to enforce  its title in and right to  possession  of the
Collateral and to enforce any and all other rights or remedies available to it;

             (e)  upon  obtaining  possession  of the  Collateral  or  any  part
thereof,  after  written  notice to  Borrower as provided in SECTION 6.4 hereof,
sell such  Collateral  at public or private  sale either with or without  having
such Collateral at the place of sale. The proceeds of such sale, after deducting
therefrom all expenses of Lender in taking, storing,  repairing, and selling the
Collateral (including, without limitation,  attorneys' fees) shall be applied to
the payment of the Secured  Obligations,  and any surplus  thereafter  remaining
shall be paid to  Borrower  or any other  person  that may be  legally  entitled
thereto. In the event of a deficiency between such net proceeds from the sale of
the Collateral and the total amount of the Secured Obligations,  Borrower,  upon
demand, shall promptly pay the amount of such deficiency to Lender; and

             (f)  upon  obtaining  possession  of the  Collateral,  or any  part
thereof,  accept such Collateral in  satisfaction of the Secured  Obligations as
provided by law.

         6.3  PURCHASE  OF  COLLATERAL.  Lender,  so far as may be  lawful,  may
purchase all or any part of the Collateral offered at any public or private sale
made in the enforcement of Lender's rights and remedies hereunder.

         6.4  NOTICE.  Any  demand  or  notice  of sale,  disposition,  or other
intended action hereunder or in connection herewith, whether required by the UCC
or otherwise,  shall be deemed to be  commercially  reasonable  and effective if
such  demand or notice is given to Borrower at least 10 days prior to such sale,
disposition,  or other intended  action,  in the manner  provided herein for the
giving of notices.


                                       7

<PAGE>

         6.5  PRIVATE  RESALE.   Borrower  recognizes  that  as  the  result  of
prohibitions   contained  in  the  Securities  Act  of  1933,  as  amended  (the
"Securities   Act"),  and  applicable  state  securities  laws,  Lender  may  be
compelled,  with respect to any resale of all or any part of the Collateral,  to
limit  purchasers to those who will agree,  among other  things,  to acquire the
Collateral  for their own account,  for  investment,  and not with a view to the
distribution  or resale  thereof.  Borrower  acknowledges  that any such private
resale  may be at  prices  and on terms  less  favorable  to Lender  than  those
obtainable through a public resale without such restrictions (including a public
offering made pursuant to a registration  statement  under the Securities  Act),
and notwithstanding  such  circumstances,  Borrower agrees that any such private
resale shall be deemed to be in a commercially reasonable manner and that Lender
shall have no obligation to engage in public  resales and no obligation to delay
the sale of the Collateral for the period of time necessary to permit the issuer
thereof to register it for a form of public resale required under the Securities
Act or under such applicable  state  securities  laws, even if such issuer would
agree to do so.

         6.6 SALES IN  EXEMPT  TRANSACTIONS.  From  time to time at the  written
request of Lender,  Borrower  at its own  expense  shall  furnish or cause to be
furnished  to Lender  all such  information  as Lender  may  request in order to
determine the number of the shares and  instruments  included in the  Collateral
that may be sold by Lender as exempt  transactions  under the Securities Act and
the rules of the Securities and Exchange Commission thereunder,  as the same are
in effect from time to time.

         6.7 COSTS AND  EXPENSES.  Borrower  shall pay all costs and expenses of
Lender,  including,   without  limitation,  costs  of  uniform  commercial  code
searches,  court costs,  and  attorneys'  fees,  incurred by Lender in enforcing
payment and  performance of the Secured  Obligations or in exercising the rights
and remedies of Lender  hereunder.  All such costs and expenses shall be secured
by this Agreement and by other lien and security  documents securing the Secured
Obligations. In the event of any court proceedings,  court costs, and attorneys'
fees  shall be set by the  court and not by jury and  shall be  included  in any
judgment obtained by Lender.

         6.8 ADDITIONAL  REMEDIES.  In addition to any remedies  provided herein
for an Event of Default,  Lender shall have all the rights and remedies afforded
a secured party under the UCC and all other legal and equitable remedies allowed
under  applicable  law. No failure on the part of Lender to exercise  any of its
rights  hereunder  arising  upon any  Event of  Default  shall be  construed  to
prejudice its rights upon the  occurrence  of any other or  subsequent  Event of
Default.  No delay on the part of Lender in exercising  any such rights shall be
construed to preclude it from the exercise  thereof at any time while that Event
of Default is continuing.  Lender may enforce any one or more rights or remedies
hereunder  successively or concurrently.  By accepting payment or performance of
any of the  Secured  Obligations  after its due date,  Lender  shall not thereby
waive the  agreement  contained  herein that time is of the  essence,  nor shall
Lender waive either its right to require prompt payment or performance  when due
of the remainder of the Secured Obligations or its right to consider the failure
to so pay or perform an Event of Default.

7.  MISCELLANEOUS PROVISIONS

         7.1  INDEMNIFICATION.  In addition to the indemnities  contained in the
Loan Agreement, Borrower agrees to indemnify, defend, protect, and hold harmless
Lender,  and his successors,


                                        8

<PAGE>

assigns,  employees,  agents, and attorneys of the foregoing (collectively,  the
"Indemnified  Parties") for,  from,  and against any and all other  liabilities,
obligations,  losses, damages,  penalties,  actions,  judgments,  suits, claims,
costs,  expenses, and disbursements of any kind or nature whatsoever (including,
without  limitation,  the fees and disbursements of counsel for such Indemnified
Parties  in  connection  with any  investigative,  administrative,  or  judicial
proceeding commenced or threatened,  whether or not such Indemnified Parties are
designated  parties  thereto)  that may be imposed on,  incurred by, or asserted
against the  Indemnified  Parties,  in any manner  relating to or arising out of
this Agreement or the Related Documents.

         7.2 OTHER  SECURITY.  The  acceptance of this Agreement by Lender shall
not be  considered  a waiver  of or in any way to  affect  or  impair  any other
security that Lender may have,  acquire  simultaneously  herewith,  or hereafter
acquire for the payment or performance of the Secured Obligations, nor shall the
taking by Lender at any time of any such  additional  security be construed as a
waiver of or in any way to affect or impair the  Security  Interest.  Lender may
resort,  for the  payment or  performance  of the  Secured  Obligations,  to its
several securities therefor in such order and manner as it may determine.

         7.3 ACTIONS BY LENDER.  Without notice or demand, without affecting the
obligations of Borrower  hereunder,  and without affecting the Security Interest
or the priority thereof, Lender, from time to time, may: (i) extend the time for
payment of all or any part of the  Secured  Obligations,  accept a renewal  note
therefor,  reduce the payments thereon, release any person liable for all or any
part  thereof,  or otherwise  change the terms of all or any part of the Secured
Obligations; (ii) take and hold other security for the payment or performance of
the Secured Obligations and enforce, exchange, substitute,  subordinate,  waive,
or release  any such  security;  (iii) join in any  extension  or  subordination
agreement;  or  (iv)  release  any  part of the  Collateral  from  the  Security
Interest.

         7.4 WAIVERS. Borrower waives and agrees not to assert: (i) any right to
require  Lender to proceed  against  or exhaust  any  security  for the  Secured
Obligations,  to pursue any other remedy  available to Lender,  or to pursue any
remedy in any  particular  order or manner;  (ii) the  benefits  of any legal or
equitable  doctrine  or  principle  of  marshalling;  (iii) the  benefits of any
statute of limitations affecting the enforcement hereof; (iv) demand, diligence,
presentment for payment, protest and demand, and notice of extension,  dishonor,
protest,  demand, and nonpayment,  relating to the Secured Obligations;  and (v)
any  benefit  of, and any right to  participate  in, any other  security  now or
hereafter held by Lender.

         7.5 DEFINITIONS. All undefined capitalized terms used herein shall have
the meaning given them in the Loan  Agreement.  Otherwise the terms herein shall
have the meanings in and be construed under the UCC.

         7.6 GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Arizona,  without  regard to the choice
of law rules of the State of Arizona.

         7.7  JURISDICTION  AND VENUE.  Borrower hereby expressly agrees that in
the event any actions or other legal  proceedings  are  initiated  by or against
Borrower or Lender  involving any alleged breach or failure by any party to pay,
perform, or observe any sums,  obligations,  or covenants to be paid, performed,
or  observed  by it under  this  Agreement,  or  involving  any other


                                       9

<PAGE>

claims or allegations arising out of the transactions  evidenced or contemplated
by this  Agreement,  regardless of whether such actions or proceedings  shall be
for damages,  specific  performance,  or declaratory  relief or otherwise,  such
actions,  in the sole and  absolute  discretion  of Lender,  shall be brought in
Maricopa County, Arizona; and Borrower hereby submits to the jurisdiction of the
State of Arizona for such  purposes and agrees that the venue of such actions or
proceedings shall properly lie in Maricopa County,  Arizona; and Borrower hereby
waives any and all defenses to such jurisdiction and venue.

         7.8   COUNTERPARTS.   This   Agreement   may  be  executed  in  several
counterparts,  each of which shall be deemed an original,  but such counterparts
shall together constitute but one and the same agreement.

         7.9 ENTIRE AGREEMENT.  This Agreement contains the entire agreement and
understanding  of the  parties  with  respect  to  the  subject  matter  hereof,
supersede all other prior  understandings,  oral or written, with respect to the
subject  matter  hereof,  and are  intended by Lender and Borrower as the final,
complete, and exclusive statement of the terms agreed to by them.

         7.10 AMENDMENTS. No amendment,  modification,  change, waiver, release,
or discharge  hereof and  hereunder  shall be effective  unless  evidenced by an
instrument  in  writing  and signed by the party  against  whom  enforcement  is
sought.

         7.11 SECTION HEADINGS. The section headings set forth in this Agreement
are for convenience only and shall not have substantive  meaning hereunder or be
deemed part of this Agreement.  7.12 TIME OF ESSENCE.  Time is of the essence of
this Agreement and each and every provision hereof.

         7.13 SEVERABILITY. If any provision hereof is invalid or unenforceable,
the other  provisions  hereof shall remain in full force and effect and shall be
liberally  construed  in  favor of  Lender  in order  to  effectuate  the  other
provisions hereof.

         7.14 BINDING NATURE.  This Agreement shall be binding upon Borrower and
the heirs, personal  representatives,  successors,  and assigns of Borrower, and
shall inure to the benefit of Lender and its successors and assigns.

         7.15 TRANSFER AND ASSIGNMENT. Lender may from time to time transfer all
or any part of its  interest  in this  Agreement  without  notice to  Borrower..
Borrower  shall not transfer (by  agreement,  operation of law or otherwise) any
right or obligation under this Agreement,  and any such purported transfer shall
be void.

         7.16  CONSTRUCTION.  This Agreement  shall be construed as a whole,  in
accordance  with its fair meaning,  and without regard to or taking into account
any  presumption or other rule of law requiring  construction  against the party
preparing this Agreement.


                                       10

<PAGE>

         7.17 CONTINUING  AGREEMENT.  This is a continuing Agreement which shall
remain in full force and effect until actual receipt by Lender of written notice
of its revocation as to future  transactions  and shall remain in full force and
effect  thereafter  until all of the  Secured  Obligations  incurred  before the
receipt of such notice, and all of the Secured  Obligations  incurred thereafter
under  commitments  extended by Lender before the receipt of such notice,  shall
have been paid and performed in full.

         7.18 NO SETOFFS BY BORROWER.  No setoff or claim that  Borrower now has
or may in the future have against  Lender shall relieve  Borrower from paying or
performing the Secured Obligations.

         7.19 NOTICES.  All notices  required or permitted to be given hereunder
shall be in accordance with provisions of the Loan Agreement.

         7.20 COPY. A carbon,  photographic,  or other  reproduced  copy of this
Agreement and/or any financing statement relating hereto shall be sufficient for
filing and/or recording as a financing statement.

         7.21  CONFLICTS.  In the  event  any  provision  of this  Agreement  is
inconsistent with any provision of the Loan Agreement, the provision of the Loan
Agreement shall prevail.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


         IN WITNESS WHEREOF,  this Agreement was executed by Borrower and Lender
as of the date first set forth above.

                          BORROWER

                          AUTOTRADECENTER.COM INC., an
                          Arizona corporation



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



                          BUSINESSTRADECENTER.COM, INC., an
                          Arizona corporation



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



                          LENDER

                          EAGLE CAPITAL GROUP, L.L.C. an Arizona
                          limited liability company



                          By: /s/ NEIL ELSEY
                             --------------------------------------------------
                          Name: NEIL ELSEY
                               ------------------------------------------------
                          Its:  MANAGING MEMBER
                              -------------------------------------------------




                                       12

<PAGE>


                                    EXHIBIT A

                  FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  __________  shares of the common  stock of  _____________________,  a
_______________    corporation    ("Company"),    to   ___________________,    a
_______________,  which  shares  are  represented  by  Certificate  No(s).  ___,
standing in the name of the undersigned on the books of Company.

         The   undersigned   hereby   irrevocably   constitutes   and   appoints
________________  as its  attorney  to  transfer  said stock on the books of the
Company with full power of substitution in the premises.

         Dated:  ___________________



                             AUTOTRADECENTER.COM INC., an
                             Arizona corporation



                             By: /s/ ROGER L. BUTTERWICK
                                -----------------------------------------------
                             Name: Roger Butterwick
                             Its: President

<PAGE>
                             SUBORDINATION AGREEMENT


         This Subordination Agreement (this "Agreement") dated July 26, 2001, is
between Mark Moldenhauer and Pinnacle Financial Corporation  (collectively,  the
"Creditors") and Eagle Capital Group, L.L.C. ("Eagle").

                                    RECITALS

         A.  AutoTradeCenter.com,  Inc., formerly known as Auto Network Group of
Arizona,  Inc.,  ("Borrower")  has requested  and/or  obtained credit from Eagle
which will be secured by all of its assets and property.

         B. Creditors have extended  credit to Borrower  and/or may later extend
other credit to Borrower.

         C. To  induce  Eagle to  extend  credit to  Borrower  and make  further
extensions  of credit  to or for  Borrower,  or to  purchase  or  extend  credit
pursuant to any  instrument  or writing on which  Borrower is liable or to grant
renewals or  extensions  of any loan,  extension of credit,  purchase,  or other
accommodation,  Creditors will subordinate:  (i) all of Borrower's  indebtedness
and obligations to Creditors, existing now or later (the "Subordinated Debt") to
all of Borrower's  indebtedness and obligations to Eagle; (ii) all of Creditors'
security  interests  to all of  Eagle's  security  interests  in the  Borrower's
property;  and (iii) all of  Creditors'  rights or interests in or to the assets
and rights of Borrower.

THE PARTIES AGREE AS FOLLOWS:

         1. Creditors subordinate to Eagle any security interest or lien that it
has in any property of Borrower or any of Borrower's affiliates or subsidiaries.
Despite  attachment or  perfection  dates of  Creditors'  security  interest and
Eagle's security interest,  Eagle's security interest in the Collateral (defined
in the Security and Stock Pledge  Agreement  dated on or about July 13, 2001, as
amended, modified or restated from time to time between Borrower and Eagle, (the
"Loan  Agreement")  is prior to  Creditors'  security  interest,  if any, in the
assets of Borrower.

         2. All  Subordinated  Debt payments are  subordinated to all Borrower's
obligations to Eagle existing now or later,  together with  collection  costs of
the Obligations (including attorneys' and all other fees),  including,  interest
accruing  after any  bankruptcy,  reorganization  or similar  proceeding and all
obligations  under the Loan and Stock Purchase  Agreement,  the Multiple Advance
Credit Note,  and the Security and Stock Pledge  Agreement of even date herewith
by and between Borrower and Eagle (the "Senior Debt").

         3.  Creditors will not:

                  a)  take or perform any  conduct or action,  or send notice to
                      the Borrower of intent to initiate  conduct or action,  to
                      exercise any remedy with respect to the Collateral or take
                      possession  of or control of the  Collateral or any assets
                      of Borrower.

<PAGE>

                  b)  accelerate   the   Subordinated   Debt,  or  begin  to  or
                      participate in any action against Borrower,  until all the
                      Senior Debt is paid. This does not prohibit Creditors from
                      converting any Subordinated Debt into equity securities of
                      Borrower.

         4.  Without limiting or modifying the provisions of paragraph 3 herein,
             Borrower may make required  periodic  payments on the  Subordinated
             Debt only if both of the following conditions are met:

                  a)  Borrower is not in any form of Default, and/or no Event of
                      Default has occurred, with respect to the Senior Debt, and

                  b)  Borrower  has  available  funds on  deposit  in an  amount
                      sufficient  to pay all  projected,  accrued  and  accruing
                      obligations,  in the ordinary course of business, and meet
                      all other  periodic  payment  obligations,  including  all
                      monthly  payments due on the Senior Debt,  for the next 30
                      days.


         5.  Creditors  must deliver to Eagle in the form  received  (except for
endorsement or assignment by Creditors) any payment,  distribution,  security or
proceeds it  receives  on the  Subordinated  Debt other than  according  to this
Agreement.

         6. These provisions remain in full force and effect, despite Borrower's
insolvency,  reorganization  or any case or proceeding  under any  bankruptcy or
insolvency law, and Eagle's claims against  Borrower and Borrower's  estate will
be fully paid before any payment is made to Creditors.

         7. Until the Senior Debt is paid,  Creditors  irrevocably appoint Eagle
as its attorney-in-fact,  with power of attorney with power of substitution,  in
Creditors'  name or in Eagle's name, for Eagle's use and benefit  without notice
to  Creditors,  to do the  following in any  bankruptcy,  insolvency  or similar
proceeding involving Borrower:

                  a)  File any claims for the Subordinated Debt for Creditors if
                      Creditors do not do so at least 30 days before the time to
                      file claims expires, and

                  b)  Accept or reject any plan of reorganization or arrangement
                      for Creditors and vote Creditors' claims in respect of the
                      Subordinated Debt in any way it chooses.

         8. Creditors will  immediately  put a legend on the  Subordinated  Debt
instruments that the instruments are subject to this Agreement.  No amendment of
the  Subordinated  Debt  documents  will modify this  Agreement  in any way that
terminates  or  impairs  the  subordination  of  the  Subordinated  Debt  or the
subordination  of the  security  interest  or lien that Eagle has in  Borrower's
property.  For  example,  instruments  may not be  amended to (i)  increase  the
interest rate of the Subordinated  Debt, or (ii) accelerate payment of principal
or interest or any other portion of the Subordinated Debt.

         9. This  Agreement  is  effective  while  Borrower  owes any amounts to
Eagle. If after full payment of the Senior Debt Eagle must disgorge any payments
made on the Senior Debt,  this Agreement and the relative  rights and priorities
provided in it, will be reinstated  as to all  disgorged  payments as though the


                                       2

<PAGE>

payments  had not been  made,  and  Creditors  will  immediately  pay  Eagle all
payments  received under the Subordinated  Debt to the extent the payments would
have  been  prohibited  under  this  Agreement.  At any time  without  notice to
Creditors,  Eagle may take actions it considers  appropriate  on the Senior Debt
such as terminating  advances,  increasing the principal,  extending the time of
payment, increasing interest rates, renewing, compromising or otherwise amending
any documents  affecting the Senior Debt and any collateral  securing the Senior
Debt,  and  enforcing or failing to enforce any rights  against  Borrower or any
other  person.  No action or inaction  will impair or otherwise  affect  Eagle's
rights under this Agreement.

         10. This Agreement binds Creditors,  their  successors or assigns,  and
benefits  Eagle's  successors or assigns.  This  Agreement is for Creditors' and
Eagle's  benefit  and not for the benefit of  Borrower  or any other  party.  If
Borrower is refinancing  any of the Senior Debt with a new lender,  upon Eagle's
request of creditor,  Creditors  will enter into a new  subordination  agreement
with the new lender on substantially the terms of this Agreement.

         11. This Agreement may be executed in two or more counterparts, each of
which is an original and all of which together constitute one instrument.

         12.  Arizona  law  governs  this  agreement  without  giving  effect to
conflicts  of laws  principles.  Creditors  and Eagle  submit  to the  exclusive
jurisdiction of the courts in Maricopa County, Arizona. CREDITORS AND EAGLE EACH
WAIVE  THEIR  RIGHTS TO A JURY  TRIAL OF ANY CLAIM OR CAUSE OF ACTION  FROM THIS
AGREEMENT.

         13. This Agreement is the entire  agreement  about this subject matter,
and supersedes  prior  negotiations or agreements.  Creditors are not relying on
any  representations  by Eagle or  Borrower  in  entering  into this  Agreement.
Creditors  will keep  themselves  informed  of  Borrower's  financial  and other
conditions.  This Agreement may be amended only by written  instrument signed by
Creditors and Eagle.

         14. If there is an action to enforce  the rights of a party  under this
Agreement,  the party prevailing will be entitled,  in addition to other relief,
all  reasonable  costs  and  expenses,  including  reasonable  attorneys'  fees,
incurred in the action.


"Creditors"                                    "Eagle"

MARK MOLDENHAUER                               EAGLE CAPITAL GROUP, L.L.C., an
                                               Arizona limited liability Company


/s/ MARK MOLDENHAUER
--------------------------------               By: /s/ NEIL ELSEY
                                               Title: MANAGING MEMBER
                                                     --------------------------

PINNACLE FINANCIAL CORPORATION, an Arizona corporation


By: /s/ MARK MOLDENHAUER
   ---------------------------------------------
     Name: MARK MOLDENHAUER
     Title:  PRESIDENT




                                       3

<PAGE>

The Borrower approves and agrees to the terms of this Agreement.

                              "Borrower"

                              AUTOTRADECENTER.COM, INC., an Arizona corporation



                              By: /s/ ROGER L. BUTTERWICK

                              Title: PRESIDENT





                                       4

</TEXT>
</DOCUMENT>
