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                                                    $638,078.25

          NATIONAL AUTO CREDIT, INC. ("OBLIGOR" or "NAC"), a Delaware
corporation, for value received, hereby promises to pay to MEETINGNET
INTERACTIVE, INC. ("HOLDER") the principal sum of Six Hundred Thirty-Eight
Thousand Seventy-Eight Dollars and Twenty-Five Cents ($638,078.25), 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
Flexner Wheatley & Associates ("FWA"), 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 FWA,
and shall be guaranteed by the Purchased Entity as set forth in that certain
Surety Agreement, dated as of November 18, 2005, by and among the Purchased
Entity, Holder and FWA, with the obligations of the Purchased Corporation
thereunder further secured


                                       138



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 FWA.

          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
Agreement and, based upon the amount of the Purchase Price so determined, Holder

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