Autotradecenter Com Inc – IPO: ‘S-1’ on 5/17/99 – EX-10.5

As of:  Monday, 5/17/99   ·   Accession #:  949353-99-13   ·   File #:  333-78659

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Form S-1 Registration Statement                       55    283K 
 2: EX-2.1      Agreement and Plan of Reorganization                  12     47K 
 3: EX-3.(I)    Articles of Incorporation as Amended                   7     27K 
 4: EX-3.(II)   Bylaws                                                 8     36K 
 5: EX-4.1      Statement Re: Series A Preferred Stock                 2±    10K 
 6: EX-4.2      Statement Re: Series B Preferred Stock                 4     27K 
 7: EX-4.3      Warrant to Purchase Common Stock Issued to Anthony     5     33K 
 8: EX-5.1      Opinion Regarding Legality                             2     13K 
 9: EX-10.1     Stock Option Plan                                     13     57K 
17: EX-10.10    Consulting Agreement With Dennis E. Hecker             2     15K 
18: EX-10.11    Non-Qualified Stock Option Agreement                   3     16K 
10: EX-10.2     Evelyn Felice Loan Documents                           2     15K 
11: EX-10.3     Mark Moldenhauer Loan Documents                        8     33K 
12: EX-10.4     Pinnacle Financial Corporation Loan Documents          3     17K 
13: EX-10.5     Eastlane Trading Loan Documents                        2     14K 
14: EX-10.6     Norwest Loan Documents                                86    308K 
15: EX-10.7     Mike and Debbie Stuart Loan Documents                  1     11K 
16: EX-10.8     Purchase of Goodwill Agreement With Jbs, LLC           3     17K 
19: EX-21       Subsidiaries of the Registrant                         1      7K 
20: EX-23       Consent of Price Kong & Company, P.A.                  1      8K 
21: EX-27       Financial Data Schedule                                1     11K 

EX-10.5   —   Eastlane Trading Loan Documents

EX-10.5
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AMENDED AND RESTATED PROMISSORY NOTE

$1,482,259.00                                                 Scottsdale,Arizona
                                                               November 21, 1998

FOR VALUE RECEIVED, AUTO NETWORK GROUP, INC., an Arizona  
corporation formerly known as Auto Network USA, Inc. (the "Maker"), promises    
to pay, in lawful money of the United States, to Eastlane Trading Limited, a    
corporation formed under the laws of Ireland, the sum of ONE MILLION FOUR       
HUNDRED EIGHTY TWO THOUSAND TWO HUNDRED FIFTY NINE and no/hundreds DOLLARS      
($1,482,259.00) and to pay interest on the first day of each month (unless      
otherwise requested by Holder) beginning July 1, 1998 on principal accruing     
from June 1, 1998 on the sum of $250,000; from October 20, 1998 on the sum of   
$1,250,000; and from the date hereof on the full principal balance, all at      
the rate of twelve percent (12%) per annum.  All principal and accrued but      
unpaid interest hereunder shall be due on April 1, 2000.  Payments shall be     
made to c/o Cremin McCarthy & Co., 28 Harcourt Street, Dublin 2, Ireland.       

At any time prior to acceptance of payment in full of the 
outstanding balance hereo@ holder, by notice to Maker, may (but without any     
obligation to do so) convert the balance of principal and accrued but unpaid    
interest hereunder into common capital shares of Maker; this conversion shall   
entitle holder to one (1) share of the common capital stock of Maker for        
cancellation of each $1.03 of Maker's debt to holder.                           

        Time is of the essence hereof.  In the event of any default in the
payment of any amount due hereunder, the unpaid principal sum of this           
Promissory Note and accrued interest remaining unpaid may at any time           
thereafter, at the holder's option and without further notice or demand, may    
be declared and become due and payable forthwith, and Maker shall pay any and   
all costs, expenses, and fees, including reasonable attorneys' fees, incurred   
in collecting or enforcing payment hereunder.  Default interest on the sums     
due hereunder, including such attorneys' fees, shall accrue at the rate of      
eighteen percent (I 8%) per annum.  Holder shall also have the right to         
accelerate the outstanding balance hereof without notice or demand and in the   
event that either Michael Stuart or Mark Moldenhauer cease to be officers       
and/or directors of Maker.                                                      

        At no time shall Maker be obligated or required to pay interest on
the principal balance of this Note at a rate which would subject the holder     
hereof to either civil or criminal liability as a result of being in excess     
of the maximum rate which Maker is permitted by law to contract or agree to     
pay.  If by the terms of this Note Maker is at any time required or obligated   
to pay interest on the principal balance of this Note at a rate in excess of    
such maximum rate, the rate of interest under this Note shall be deemed to be   
reduced immediately to such maximum rate for so long as (and only for so long   
as) the rate hereunder is in excess of such maximum rate, and interest paid     
hereunder in                                                                    

EX-10.5
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excess of such maximum rate shall be applied to and shall be deemed to have     
been payment in reduction of the principal balance of this Note or, if the      
principal balance shall have been paid, shall be refunded to Maker.             

    Maker hereby acknowledges that the loan for which payment is
promised hereby has been made and win be used only for business or commercial   
purposes other than agricultural purposes and hereby covenants that the         
proceeds hereof will be used only for such purposes.  This Note may be          
modified or amended only by an agreement in writing signed by the party         
against whom enforcement of such modification or amendment is sought.  Maker    
(and the undersigned representative of Maker, if this Note is executed by a     
representative) represents that Maker has fun power, authority, and legal       
right to execute and deliver this Note and the debt hereunder constitutes a     
valid and binding obligation of Maker.  The laws of the State of Arizona        
govern the interpretation and enforcement of this Note.  This Note amends and   
restates in fiffl the Promissory Note dated November 20, 1998, from Auto        
Network USA, Inc. to Eastlane Trading Limited, a corporation.                   

        IN WITNESS WHEREOF,  Maker has executed the foregoing Promissory
Note as of the date and year first written above.                               

AUTO NETWORK GROUP, INC.,                                                       
an Arizona corporation                                                          

By  /S/ MICHAEL STUART                                                          
Michael Stuart, its President                                                   

ACCEPTED BY EASTLANE TRADING                                                    

By  /S/ P.W. GARRETT                                                            
P.W. Garrett, Director                                                          

Dates Referenced Herein

				Referenced-On Page
This ‘S-1’ Filing		Date		First		Last			Other Filings
		4/1/00		1					None on these Dates
Filed on:		5/17/99
		11/21/98		1
		11/20/98		2
		10/20/98		1
		7/1/98		1
		6/1/98		1
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