THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAS BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND SUCH SECURITIES LAWS. THIS INSTRUMENT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OTHER THAN
PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN EXEMPTION FROM
REGISTRATION THEREUNDER. THE HOLDER OF THIS NOTE AGREES THAT IT/HE/SHE WILL GIVE
TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED (UNLESS THIS NOTE IS TRANSFERRED
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                         NON-NEGOTIABLE PROMISSORY NOTE

November 18, 2005                                                    $850,671.75

          NATIONAL AUTO CREDIT, INC. ("OBLIGOR" or "NAC"), a Delaware
corporation, for value received, hereby promises to pay to FLEXNER WHEATLEY &
ASSOCIATES ("HOLDER") the principal sum of Eight Hundred Fifty Thousand Six
Hundred Seventy-One Dollars and Seventy-Five Cents ($850,671.75), together with
interest, as provided below, in such currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts.

          The outstanding principal balance of this Note shall (except as
otherwise provided herein) bear interest accruing from the date hereof until the
date this Note shall have been paid in full at the rate of five percent (5%) per
annum, compounded quarterly to the extent not paid.

          This Note is made and delivered pursuant to clause (b) of Section 1.3
of that certain Membership Interest Purchase Agreement (the "PURCHASE
AGREEMENT"), dated as of November 18, 2005, by and among Obligor, Holder and
MeetingNet Interactive, Inc. ("MEETINGNET"), pursuant to which Obligor has
acquired or simultaneously herewith is acquiring all of units or membership
interest (such units or membership interests, collectively, the "INTERESTS") in
Option Technologies Interactive, LLC ("OTI" or the "PURCHASED ENTITY").
Capitalized terms used herein and defined in the Purchase Agreement are (unless
otherwise defined herein or the context otherwise requires) used herein with the
respective meanings ascribed thereto in the Purchase Agreement. The principal
amount of this Note shall be subject to increase or decrease pursuant to and as
provided for in Sections 1.4 and 7.1 of the Purchase Agreement.

          The obligations of Obligor under this Note, as well as under the other
Promissory Note, are secured by the grant of an security interest in Obligor's
right, title and interest in the Interests as set forth in that certain Security
Agreement, dated as of even date herewith, by and among Obligor, Holder and
MeetingNet, and shall be guaranteed by the Purchased Entity as set forth in


                                       128



that certain Surety Agreement, dated as of November 18, 2005, by and among the
Purchased Entity, Holder and MeetingNet, with the obligations of the Purchased
Corporation thereunder further secured by the grant by the Purchased Entity of a
security interest in its right, title and interest in all or substantially all
of its assets as set forth in a certain Security Agreement, dated as of November
18, 2005, among the Purchased Entity, Holder and MeetingNet.

          1. Payments of Principal and Interest.

          (a) Commencing with the Fiscal Quarter (as hereinafter defined) ending
January 31, 2006, within forty-five (45) days following the end of each Fiscal
Quarter (provided, however, that, if such Fiscal Quarter is the last Fiscal
Quarter of a Fiscal Year (as hereinafter defined), such payment shall not be due
until ninety (90) days following the end of such Fiscal Quarter), Obligor will
pay Holder all interest accrued but unpaid through the end of such Fiscal
Quarter; provided, however, that, (a) if the amount of the Purchase Price is
determined by arbitration as contemplated by Section 11.14 of the Purchase

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