EXHIBIT 10.31

                      MOTOR VEHICLE REMARKETING AGREEMENT
                     WITH VOLVO FINANCE NORTH AMERICA, INC.
                              DATED APRIL 30, 2001


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                       MOTOR VEHICLE REMARKETING AGREEMENT

THIS MOTOR VEHICLE  REMARKETING  AGREEMENT (the "AGREEMENT") is made and entered
into as of the  __30TH___ day of _____APRIL  ___________,  2001 (the  "EFFECTIVE
DATE"), by and between  AutoTradeCenter.com Inc., an Arizona corporation,  whose
address is 15170 North Hayden Road, Suite 5, Scottsdale, Arizona, 85260 ("ATC");
and Volvo Finance North America, Inc. a Delaware  corporation,  whose address is
25 Philips Parkway,  Montvale,  New Jersey (hereinafter "VFNA"). each a "PARTY,"
and together, the "PARTIES.")

         WHEREAS, VFNA is an indirect lessor of motor vehicles bearing the Volvo
brand name and services other portfolios of leases of motor vehicles  originated
by authorized Volvo  automobile  dealers  (hereinafter,  such motor vehicles are
called the "Volvo Vehicles"); and

         WHEREAS,  VFNA  desires  to obtain  certain  remarketing  services  and
desires to obtain assistance in administering programs involving the sale of the
Volvo Vehicles to Enrolled Dealers (as defined herein); and

         WHEREAS, VFNA desires to execute those remarketing services through use
of electronic commerce technologies via internet applications; and

         WHEREAS,  ATC wishes to develop,  operate and host the ATC/VFNA Website
(as defined herein) and provide Remarketing Services, technical,  administrative
and marketing support to VFNA; and

         WHEREAS, VFNA desires to retain the services, experience and assistance
of ATC, and ATC desires to assist VFNA subject to the terms and  conditions  set
forth in this Agreement.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         VFNA hereby engages ATC on a non-exclusive  basis to assist VFNA in the
sale and promotion of certain Volvo  Vehicles  under the terms and conditions of
this  Agreement,  and ATC hereby agrees to accept such  engagement with VFNA for
and in consideration of the compensation  hereinafter to be paid by VFNA to ATC.
VFNA agrees to use a website developed by ATC for VFNA (the "ATC/VFNA Website"),
as reflected in the document  entitled "VFNA Website  Overview"  prepared by ATC
and attached  hereto as "Exhibit A". The parties  mutually agree to proceed with
the enrollment of the authorized VFNA automobile  dealers as participants in the
ATC/VFNA  website as soon as  practicable  after the execution of this Agreement
with the intention of offering it to all such dealers. Enrollment means that the
dealer has received a user name and password for the ATC/VFNA website.  VFNA and
ATC will mutually  agree on a domain name for the ATC/VFNA  website and ATC will
be exclusive web master for the site during the term of this Agreement.

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1.       DEFINITIONS.

         For purposes of this Agreement, the following definitions shall apply:

         a.  "ATC/VFNA  WEBSITE"  means the  framework,  structural and database
architecture and programming,  as well as the interface format and design, which
results in display screens or "pages" which are perceptible by individuals, with
or without  the aid of a machine or device,  and also  includes  the  underlying
programming  code,  computer  programs  and  resources  developed,  operated and
maintained for VFNA by ATC in accordance  with the provisions of this Agreement,
as reflected in the document  entitled "VFNA Website  Overview"  prepared by ATC
and  provided to VFNA (a copy of which is attached to this  Agreement as EXHIBIT
A).

         b. "CONTENT" refers to VFNA's textual,  graphic,  audio-visual or other
materials,   information  or  items  which  are  displayed,  inserted,  publicly
performed,  perceptible or otherwise available on the ATC/VFNA Website developed
for VFNA by ATC  hereunder.  Content also includes  VFNA's pricing and inventory
data not  displayed  or  otherwise  accessible  to  individuals  on the ATC/VFNA
Website.

         c. "DOCUMENTATION"  refers to ATC's textual,  graphic,  audio-visual or
other  materials,  information  or items  that  describe  how to  implement  and
operate, and the capabilities and functions of, the ATC/VFNA Website.

         d. "DOMAIN  NAME" shall mean an Internet  domain name  mutually  agreed
upon by VFNA and ATC for the ATC/VFNA Website,  and registered by ATC, at VFNA's
expense, on behalf of VFNA.

         e.  "ENROLLED  DEALER"  means a Volvo or Premier Auto Group  automobile
dealer authorized by VFNA to participate in the ATC/VFNA Website, and authorized
to use the ATC/VFNA Website utilizing a user name and password issued by ATC.

         f. "GROUNDING DATE" means as to a particular vehicle, the date on which
VFNA  receives  a lease  return  receipt  advising  that  the  vehicle  has been
returned.

         g. "REMARKETING SERVICES" - refers to the functions ATC will perform to
support the  marketing of the available  VFNA vehicles on the ATC/VFNA  website.
These functions  include,  but are not limited to, dealer  registration,  dealer
database  management,  site technical support,  dealer pre-sale support,  dealer
polling, and customary telemarketing, fax and email campaigns.

         h.  "SOFTWARE"  refers to any computer  programs,  software and related
materials, including any Documentation relating thereto, independently developed
by ATC ("ATCATVANGAGE  technology")  which are required or necessary,  and which
may be  incidental  or are  intended,  to interact  with or operate the ATC/VFNA
Website.


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         i.  "SYSTEM"  refers to the hardware and software and other devices and
operating  programs on which the ATC/VFNA  Website will operate and make Content
accessible to permitted  individuals and devices and which is  interconnected to
the publicly  available  network of networks  referred to as the  "Internet" and
that portion of the Internet known as the "World Wide Web."

         j. "THIRD PARTY SOFTWARE" refers to any computer programs, software and
related materials,  including any documentation  relating thereto,  developed by
parties other than ATC and licensed to ATC which are required or necessary,  and
which may be  incidental  or are  intended,  to  interact  with or  operate  the
ATC/VFNA Website.

Other terms  used in this Agreement are defined in the context in which they are
used and have the meanings there stated.

2.       TERM OF AGREEMENT

         The term of this Agreement  shall be for one (1) year commencing on the
date  first set  forth  above and it shall  automatically  renew for  successive
periods of one year until this  Agreement is terminated by either party,  unless
previously terminated pursuant to paragraph 10, by such party giving ninety (90)
days prior written notice to the other party.  Upon termination of the contract,
if VFNA desires to continue using the ATCADVANTAGE technology,  but also desires
to bring ATC's remarketing activities in house, ATC agrees to license the use of
the ATCADVANTAGE technology to VFNA. ATC will maintain,  service and upgrade the
ATCADVANTAGE  technology for VFNA. ATC,  however,  will not provide  Remarketing
Services.  Furthermore,  VFNA agrees not to  disclose or share the  ATCADVANTAGE
technology  with any  third  party  other  than  parties  for  whom it  provides
servicing or affiliated parties, including, but not limited to, ATC competitors.
Under  such  license,  VFNA will pay to ATC a "Data  Management  Fee," for every
vehicle  listed on the site at fifteen (15) days to maturity  ("DTM").  Such fee
will be determined by mutual agreement between the parties hereto.

3.       SERVICES TO BE PROVIDED BY ATC.

         a.    DEVELOPMENT AND HOSTING OF THE ATC/VFNA WEBSITE.

               i. ATC shall use its best  efforts  to design  and  complete  the
ATC/VFNA Website on or about July 1, 2001, provided that if the ATC/VFNA Website
is not  completed  by  September  1,  2001  through  no fault of VFNA,  VFNA may
terminate  this Agreement upon written notice to ATC. ATC will provide VFNA with
necessary  Integration Services (as defined below), in order to make the Content
compatible with the technical  specifications  for the ATC/VFNA Website,  as set
forth in EXHIBIT A. For purposes of this Agreement, "Integration Services" shall
mean  the  integration  of the  Content  into  the  ATC/VFNA  Website.  The user
interface  and  navigational  structure  of the  ATC/VFNA  Website  will  follow
mutually agreed upon standards for the entry point to the ATC/VFNA  Website,  as
set forth in  EXHIBIT  A. ATC also  agrees to  provide  VFNA and its staff  with
reasonable training and assistance, in order to permit VFNA to update Content on
the ATC/VFNA Website, throughout the Term.

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               ii.  ATC shall  provide to VFNA in  website  architecture  custom
website  features  including  but not limited to home page(s),  vehicle  search,
vehicle  inventories with condition reports,  digital photos,  vehicle purchase,
purchase confirmation, transportation, policies and procedures, community pages,
calendars,  administration pages, market reports, and seamless Internet links to
any and all parties and/or additional websites (such as auctions, used car guide
publications) deemed necessary by VFNA.

               iii. ATC  acknowledges  that Content which may be integrated into
the ATC/VFNA Website includes VFNA's brands, screens ("pages"), images and other
graphic  displays  and may also  include  uniform  resource  locators (so called
"URLs" or hypertext  "links") to Content  within the ATC/VFNA  Website and/or to
other web sites,  web pages and/or  materials which are external to and not part
of the  ATC/VFNA  Website,  as agreed  upon by the  Parties.  ATC will  allocate
adequate System resources for the ATC/VFNA Website to assure  sufficient  access
and capacity.

               iv. Subject to prior  approval by VFNA,  ATC shall  customize and
co-brand the ATC/VFNA  Website for access  through the System using ATC's design
guideline  templates and  co-branding  requirements,  including by displaying on
each page of the ATC/VFNA  Website  framing (e.g.,  headers and footers) of size
and  type  determined  by ATC,  which  contain  branding  for  ATC  and  VFNA as
determined  by ATC.  ATC shall  make any  changes  to the  customization  and/or
co-branding of the ATC/VFNA  Website as reasonably  requested by VFNA during the
Term.

               v. If VFNA requests  changes to the ATC/VFNA  Website,  ATC shall
have the right to  determine  the  affect  on the work  hereunder  and,  without
limitation,  shall  have the right to quote to VFNA any  additional  charges  or
modifications  to the  schedule,  work or any  other  items  affected  by VFNA's
requested change. If the parties are able to mutually agree on such changes, ATC
shall document the requested changes and additional charges and modifications in
writing and once signed by VFNA,  shall serve as an amendment to this  Agreement
and EXHIBIT A.  Failing  such  agreement,  the scope of ATC's work shall  remain
unchanged.

               vi.  During  development  of the Website,  ATC shall consult with
VFNA  periodically and show them the progress on the site. Upon ATC's completion
of the ATC/VFNA Website,  ATC shall advise VFNA in writing,  and VFNA shall have
thirty (30) calendar days for  testing/evaluation  of the ATC/VFNA  Website.  If
VFNA  rejects the  ATC/VFNA  Website,  then VFNA shall  provide to ATC a written
statement  of the reasons  for such  rejection.  ATC shall make such  changes or
corrections  as are  necessary  to allow the  ATC/VFNA  Website  to  operate  as
described in "Exhibit A" hereto and as otherwise described in this Agreement. If
ATC is unable to make such necessary changes or corrections,  VFNA may terminate
this agreement by providing written notice to ATC.

         b.    OPERATION AND MAINTENANCE OF THE ATC/VFNA WEBSITE.

               i. After  acceptance by VFNA or such later date as VFNA requests,
ATC shall make the ATC/VFNA Website  available  twenty-four hours per day, seven
days per week, to

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permitted  individuals and/or access devices as specified and designated by VFNA
in accordance with EXHIBIT A. Without limiting the preceding sentence, ATC shall
provide  password-protected  access  to the  ATC/VFNA  Website  to any  and  all
departments of VFNA, the Enrolled Dealers,  and additional  companies  providing
support to VFNA in the sale of Volvo Vehicles.  At VFNA's  election,  VFNA shall
have the  ability  to first roll out the use of the  ATC/VFNA  Website to select
enrolled  Dealers on a limited test market basis,  to provide an  opportunity to
work out problems and gauge  performance of said website.  VFNA has reviewed and
accepted  the  ATC/VFNA  Website  specifications  proposed  by ATC as  currently
contained  in the EXHIBIT A. VFNA agrees that any access by Enrolled  Dealers to
the ATC/VFNA  Website will be governed by an access  agreement to be provided by
ATC,  subject to prior  review and  approval by VFNA.  ATC shall  provide  those
parties  permitted  to access the  ATC/VFNA  Website  continuous  communication,
access to data, viewing of all Volvo Vehicles intended for sale, and the ability
to buy and sell certain Volvo Vehicles.  ATC will implement security  procedures
to prevent access to the ATC/VFNA  Website by parties  unauthorized  by VFNA. In
the event, after acceptance, the ATC/VFNA Website is unavailable,  ("Down Time")
for other  than  scheduled  reasons  as  agreed to by VFNA and ATC,  or by other
agreement between the parties hereto,  for each period of Down Time of more than
six (6) hours in any twelve (12) hour period, in a regular Monday through Friday
business week (excluding holidays) during the hours of eight (8) AM EST to eight
(8) PMEST,  ATC will pay  damages  to VFNA of $500,  in  addition  to any actual
damages allowed pursuant to Section 9(a) hereof.

               ii.  ATC  shall  provide  the  necessary  System,  together  with
appropriate  facilities  and operating  environment  to support and maintain the
operation of the ATC/VFNA Website for VFNA hereunder.  ATC will provide on-going
technical  support  as  required  to  maintain  the  ATC/VFNA  Website in proper
operating  condition  in  conformity  with  EXHIBIT  A,  during the Term of this
Agreement.  If, during the Term of this Agreement, the ATC/VFNA Website fails to
operate in  substantial  conformity  with  Exhibit A, ATC will  promptly use all
reasonable  commercial  efforts to correct  the  non-conformity  and restore the
ATC/VFNA  Website to its proper  operation,  consistent with the requirements of
this Agreement. If such failure is not due to VFNA, the content or force majeure
causes outside the control of ATC, the website shall be deemed  unavailable  for
any period during which the Website fails to operate in  substantial  conformity
with  Exhibit A and ATC shall be  subject to the  penalties  for Down Time under
paragraph 3b(i).

               iii.  ATC  shall  ensure  that the  ATC/VFNA  Website  accurately
displays the Content as provided by VFNA or its designated  agents,  such as the
vehicle identification number or "vin", incorporation of the VFNA pricing table,
assignment of user passwords  online and/or direct,  and other possible areas of
the  ATC/VFNA  Website  as  VFNA  deems  necessary;  provided  that  ATC  is not
responsible  for  confirming  the  accuracy  of the  Content  provided to it for
inclusion in the ATC/VFNA Website from VFNA or its designated agents.

               iv. ATC will upload to the  ATC/VFNA  Website  all  vehicle  data
provided to ATC by VFNA no later than,  the end of  business,  one  business day
after such data is provided to ATC.


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         c.  MARKETING.  ATC shall,  for purposes of  contacting  and  enrolling
prospective   purchasers  of  Volvo  Vehicles,  and  driving  those  prospective
purchasers to the ATC/VFNA  Website,  provide customary  telemarketing,  fax and
e-mail  campaigns,  and will by request provide at an additional  fee,  national
and/or regional publication  advertisements,  direct mail, and representation at
any and all VFNA events, strategy sessions, dealer functions,  and/or automotive
industry seminars and associated functions. Such services shall be provided by a
team that is dedicated to VFNA.  The team shall  maintain  continuous  (at least
once per week) contact with all  dealerships  eligible for enrollment to promote
the dealership's enrollment and use of the system.

         d.  DOMAIN NAME REGISTRATION.  ATC will register or arrange to register
with the  appropriate  authorities,  the Domain Name (and any other domain names
specified  in writing by VFNA  during the Term) and will use said Domain Name in
connection  with the ATC/VFNA  Website for VFNA. VFNA will own all rights in the
Domain Name.  VFNA will be listed as the  registrant  of the domain name and ATC
shall  serve  as the  technical  and  administrative  contact  for  purposes  of
technical  operation  of the  ATC/VFNA  Website.  VFNA  shall  have the right to
designate any other party as the technical  and  administrative  contact for its
domain name at any time during the Term.  VFNA is responsible for all filing and
other fees associated with the  registration,  maintenance and filing for domain
names in connection with the ATC/VFNA Website.

         e.  WEBSITE ADVERTISING.  ATC acknowledges and agrees that VFNA, at its
sole cost and expense,  shall have the exclusive  and  unlimited  right to sell,
manage and  administer  any and all  advertising,  promotions  and  sponsorships
through the  ATC/VFNA  Website.  ATC will charge  VFNA  development  costs to be
mutually agreed upon for any  advertisement on the ATC/VFNA Website requested by
VFNA and developed by ATC.

         f. ADDITIONAL  SERVICES.  VFNA may request additional services from ATC
not specified hereunder,  including,  without limitation,  additional design and
development  services,  or enhancements to the ATC/VFNA Website and System.  ATC
agrees to make  available  any and all such  services  which it generally  makes
available  to  customers  in  the  commercial  marketplace,  subject  to  mutual
agreement  in  writing  which  shall  refer  to and  form an  amendment  to this
Agreement once signed by both parties.

4.       CONTENT LICENSE.

         a.  VFNA will, at its own expense, provide to ATC all Content to appear
in the ATC/VFNA Website.  VFNA assumes sole  responsibility  for the accuracy of
any Content  provided to ATC. VFNA will procure at its own expense all necessary
rights,  licenses, and permissions and all other agreements and documentation to
permit use of the Content in the ATC/VFNA Website as contemplated herein.

         b. VFNA grants ATC a license,  for the Term to: (a) digitize,  convert,
install, upload, modify, select, order, arrange, compile,  combine,  synchronize
and otherwise use each element of the Content with other elements of the Content
and with any  software  developed  by ATC to prepare  and  create  the  ATC/VFNA
Website; (b) to use, reproduce, store, process, retrieve, transmit,  distribute,
publish, publicly perform and hyperlink the Content solely in


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connection with the operation and use of the ATC/VFNA  Website;  and (c) to make
archive or backup copies and other copies of the Content as reasonably necessary
to operate, update, support and maintain the ATC/VFNA Website.

         c. No other  permission  to use the  Content is granted to ATC by VFNA.
Upon demand by VFNA or the  termination of this  Agreement,  ATC agrees to cease
its use of the Content.

5.       FEES.

         a.  As consideration for the services to be rendered by ATC, VFNA shall
pay to ATC Fees set forth in the attached Exhibit B.  Notwithstanding  any other
provisions contained in this agreement, ATC shall provide all services set forth
in this  agreement  for the fees set forth in  Exhibit B, and VFNA shall have no
liabilities for any fees other than the fees set forth in Exhibit B, unless VFNA
requests  additional services and agrees in writing to pay an additional fee for
those services.

         No fee shall be payable on a vehicle sold prior to the  Grounding  Date
or after the Rolloff  Date.  No fee shall be payable for any vehicle  sold which
does not comply with the CarGroup rule set.

         b.  VFNA's obligation  to pay ATC these fees arises at the time that an
order  becomes a binding order for VFNA and Enrolled  Dealer in accordance  with
the Terms of Sale (to be  agreed  upon by the  parties  and  attached  hereto as
Exhibit  C).  Funds from any  transactions  with an  Enrolled  Dealer,  executed
through the ATC/VFNA site will be processed by VFNA. All fees due to ATC by VFNA
will be billed to VFNA monthly by ATC. All payments due to ATC  hereunder  shall
be payable to ATC at 15170 North Hayden Road, Suite 5, Scottsdale,  AZ 85260, or
at such other place or places as ATC may, by written notice,  direct. VFNA shall
pay the Fees to ATC within thirty (30) days of its receipt of invoice. ATC shall
have the right to charge  interest at the lesser of one (1.0%) percent per month
or the maximum rate  permitted by law, for any payments  hereunder  which remain
outstanding and unpaid for more than thirty (30) days after their respective due
dates.

         c.  The prices and charges  set forth  herein do not  include  and VFNA
agrees to pay all taxes  levied  against or upon the  ATC/VFNA  Website  and any
services or other materials provided  hereunder,  as well as VFNA's use thereof,
exclusive, however, of taxes based on ATC's income, which taxes shall be paid by
ATC. ATC represents  that, at the time of execution of this agreement,  no taxes
are payable under this paragraph.

         d.  All reports listed in Exhibit D shall be provided by ATC to VFNA at
no extra cost.  Special reports other than those  currently  provided to VFNA as
listed in the  ATC/VFNA  Current  Reports  (Exhibit D), will be provided to VFNA
upon request. The charge for developing such reports will be computed on a times
and materials basis at the current published rate.


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6.       PROPRIETARY RIGHTS.

         a. ATC shall own all  right,  title and  interest  (including,  without
limitation, intellectual property rights) in and to the ATC/VFNA Website, System
and software,  but excluding the Domain Name and any Content or other  materials
or information  that is proprietary to and provided by VFNA  hereunder.  ATC has
the  sole  right  to  obtain,  hold  and  renew  in its own name and for its own
benefit,  any patents,  copyrights,  registrations and other similar protection,
except as specifically  provided herein or subsequently  mutually agreed upon in
writing.  If, for any reason,  title and ownership  rights do not vest in ATC as
contemplated hereunder,  VFNA irrevocably assigns,  transfers and conveys to ATC
all right,  title and  interest  therein  and VFNA will  cooperate  with ATC and
execute all documents necessary to enable ATC to perfect, preserve, register and
record its rights.

         b. Except as specifically provided hereunder, nothing in this Agreement
shall be construed to transfer,  convey,  impair or otherwise  adversely  affect
ATC's ownership and proprietary  rights in and to its information,  materials or
technology,   tangible   or   intangible,   in  any  form  and  in  any  medium.
Correspondingly,  nothing in this  Agreement  shall be  construed  to  transfer,
convey,  impair or otherwise  adversely  affect VFNA's ownership and proprietary
rights in and to its respective Content or any other VFNA information, materials
or technology, tangible or intangible, in any form and in any medium.

         c.  In consideration of the charges and fees payable by VFNA hereunder,
ATC grants to VFNA a non-exclusive,  non-transferable,  right and license during
the term of this Agreement to use the ATC/VFNA  Website;  and, solely during the
term of this Agreement,  a non-exclusive,  non-transferable right and license to
insert and place Content onto the ATC/VFNA Website,  subject to the restrictions
set forth in this Agreement.

         d.  ATC acknowledges  and agrees that any programs,  images,  graphics,
text, video,  designs,  data,  information and other materials supplied by or on
behalf of VFNA in connection with this Agreement (including, without limitation,
Content and any derivative works or adaptations  necessary to re-format same for
use in connection with the ATC/VFNA Website),  as well as the Domain Name, shall
be and remain the sole and exclusive  property of VFNA. In addition,  nothing in
this Agreement shall limit or impair VFNA's right,  whether during or after this
Agreement,  to freely develop its own proprietary  website utilizing routine car
auction data (e.g.,  car,  VIN,  condition  report,  pricing,  etc.) and related
information.

         e.  VFNA acknowledges  that the ATC/VFNA  Website  contains Third Party
Software,  and that the licensor of the Third Party  software has a  proprietary
interest in such software. VFNA acknowledges and agrees that it has no rights of
any kind or  nature to any  Software  or Third  Party  Software,  including  the
ATC/VFNA Website, other than those rights set forth in this Agreement.

         f. Except as  specifically  provided in this  Agreement,  neither Party
shall use the name,  brands,  logos or marks,  refer to or identify the other in
advertising  or publicity,  promotional  or any other  communications  to others
without first securing the written consent of


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such other Party; provided that ATC may list VFNA's name in a general listing of
all or any portion of its customers.

         g. In the event ATC (i) files for protection under the bankruptcy laws,
(ii)  ceases its  ongoing  business  operations,  or (iii)  materially  fails to
perform the  services  they have agreed to provide  under this  Agreement  for a
total of 48 hours in any 7 day period,  (other  than due to natural  disaster of
"Act of  "God",  i.e.,  earthquake  or flood  etc.)  VFNA will have the right to
continue using the ATC/VFNA Website,  in a manner similar to that provided to it
by ATC, directly through Net Chemistry, the Application Service Provider ("ASP")
for a period of 90 days following such act by ATC.  During this period,  no fees
shall be payable to ATC by VFNA. ATC within thirty days of the execution of this
agreement  will provide to VFNA, a "Continuity of Business  Agreement"  with the
ASP.  The  agreement  among other  things will  require the ASP to provide  such
services  to VFNA  directly  upon  the  occurrence  of any of the  above  events
providing VFNA pays the ASP the same hosting and other fees they otherwise would
have charged ATC.

         In the event the Website is  disabled by a natural  disaster or "Act of
God" i.e.,  earthquake  or flood,  etc.,  ATC will have a 5-day grace  period to
complete a full recovery of the Website.  In the event ATC is unable to complete
such recovery within the 5-day period, this agreement will terminate.

7.       REPRESENTATIONS AND WARRANTIES.

         Notwithstanding  anything  contained in this Agreement to the contrary,
the parties agree as follows:

         a.  ATC represents  and warrants to VFNA that : (i) it has the right to
enter into this Agreement and its obligations are not in conflict with any other
of its obligations; and (ii) the ATC/VFNA Website as designed and implemented by
ATC does not infringe  upon the rights of any third party and complies  with all
applicable laws and regulations and will substantially conform to and perform in
accordance with the terms set forth in the VFNA Website Overview ("Exhibit A" as
modified from time to time);  provided,  however, that VFNA shall be responsible
for  determining  the  compliance  of the  ATC/VFNA  Website  with  any  laws or
regulations  relating to the sale of motor  vehicles and ATC is not  responsible
for complying with any such laws or regulations.

         b. VFNA  represents  and warrants to ATC that:  (i) it has the right to
enter into this Agreement and its obligations are not in conflict with any other
of its  obligations;  (ii)  VFNA is  either  the  owner or has full  rights  and
authority  from the owner to provide,  use,  display or otherwise  deal with the
Content  and any  other  information,  data  and  materials  provided  to ATC or
available from or through the ATC/VFNA Website and the System; (iii) neither the
display, provision or other treatment of Content, nor its receipt, possession or
use by or through the ATC/VFNA Website and the System,  nor ATC's performance of
VFNA's  requirements  and services  hereunder  (including,  without  limitation,
development,  implementation,  operation or maintenance of the ATC/VFNA  Website
hereunder)  will  infringe  upon or  violate  the  rights of any other  party or
violate or contravene any federal, state and local laws, regulations, ordinances


                                       9

<PAGE>

and/or any other applicable codes and rules of conduct;  and (iv) so long as ATC
has not acted improperly or negligently with respect to VFNA's Content,  VFNA is
solely  responsible  and  liable  for the  Content  and  materials  transmitted,
received,  displayed,  used and/or  contained on or through the ATC/VFNA Website
and any and all transactions processed thereby.

8.  LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE  HEREUNDER
FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT.

9.       INDEMNIFICATION.

         a.  ATC shall  hold  harmless, reimburse,  defend  and  indemnify  VFNA
against  any loss,  damage or expense  (including  reasonable  attorney's  fees)
arising  from any  breach of ATC's  obligations  or its  negligence  under  this
Agreement;  provided  that ATC shall  have the right to defend  any third  party
claim that is asserted  against  VFNA for which VFNA is  indemnified  under this
subparagraph.  Notwithstanding anything contained in this Agreement, the parties
agree that ATC will not be in breach of its obligations  under this Agreement in
the event ATC is not able to perform  its  obligations  because  of any  natural
casualty,  war,  insurrection,  civil  disturbance or other FORCE MAJEURE causes
beyond its reasonable control.

         b.  VFNA shall hold  harmless,  reimburse,  defend  and  indemnify  ATC
against  any  loss,  damage or  expense  arising  from:  (i)  actual or  alleged
infringement  of any  intellectual or other  proprietary  right based on Content
provided  by VFNA or its  Enrolled  Members'  use of such  Content and any other
materials furnished by VFNA hereunder;  and (ii) breach of any representation or
warranty made by VFNA under this Agreement.  VFNA shall have the right to defend
any  third-party  claim  against  ATC for which ATC is  indemnified  under  this
subparagraph  with counsel selected by VFNA. ATC will give VFNA prompt notice of
any such claim or action and copies of all papers served upon or received by ATC
relating to it. VFNA further  agrees to indemnify and hold ATC harmless from and
against any and all liabilities,  losses, damages, costs and expenses (including
reasonable  attorneys' fees) associated with any such claim or action. VFNA will
not be in breach of this Agreement if it is not able to perform its  obligations
because of any FORCE MAJEURE conditions.

10.      DEFAULTS AND TERMINATION.

         The  failure  of a  Party  hereto  to  perform  any  covenant,  term or
condition  of this  Agreement  to be kept or performed by such Party shall be an
Event of Default for purposes of this Agreement if the Party asserting a default
under  this  Agreement  has given  written  notice of such  default to the Party
claimed to be in default  and such Party has not cured such  failure  within ten
(10)  calendar  days for  monetary  defaults and twenty (20)  calendar  days for
non-monetary defaults.

         Upon the occurrence of an Event of Default, the aggrieved Party may, at
its discretion and without  further notice to the other, exercise one or more of
the following remedies:

                                       10

<PAGE>


         a.       Terminate this Agreement;

         b. Proceed by appropriate  court action to enforce the terms hereof, or
to recover damages for the breach of any term hereof; or

         c. Exercise any other right or remedy available under applicable law.

         Notwithstanding  termination of the agreement  whether pursuant to this
paragraph  or  paragraph  2, the rights of the  parties to  indemnification  and
remedies in paragraphs 9 and 11 shall continue. In the event of termination, ATC
agrees to assist VFNA with an orderly  transition  of the data  contained in the
website in such a way as to avoid disruption of the sale of vehicles by VFNA.

11.      GENERAL PROVISIONS.

         (a) NONEXCLUSIVITY. ATC agrees that nothing contained in this Agreement
shall prevent VFNA from  utilizing a system that has the same  functionality  as
the  Software,  provided that VFNA does not utilize the Software in violation of
the Agreement.

         (b) REMEDIES.  All remedies  herein  conferred upon either Party hereto
shall be  cumulative  and  concurrent  with every  other  right or remedy  given
hereunder,  or now or hereafter existing at law or in equity. In addition to any
other relief,  the prevailing  party in any action arising out of this Agreement
shall be entitled to attorney's fees and costs.

         (c) ENTIRE  AGREEMENT.  This Agreement,  together with Exhibits and any
other documents  specifically  referred to herein and which are  incorporated by
this reference, constitutes the entire agreement between the parties relating to
the subject matter hereof and supersedes any prior or  inconsistent  agreements,
negotiations,  representations  and  promises,  written or oral. No amendment or
modification to this Agreement,  nor any failure or delay in enforcing any term,
exercising any option or requiring  performance shall be binding or construed as
a waiver unless agreed to in writing by an authorized  representative of each of
the parties.

         (d) SEVERABILITY.  Should any part, term or provision of this Agreement
be held to be illegal,  or in conflict with any law of the state where made, the
validity of the remaining portions or provisions shall not be affected.

         (e)  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts and by the parties on separate counterparts,  all of which together
shall constitute a single agreement.

         (f) CONFIDENTIALITY. In the course of this Agreement, each Party may be
exposed to the Confidential Information of the other Party. For purposes of this
Agreement,  "Confidential  Information"  means any information  disclosed by one
Party to the other  pursuant to this  Agreement  which is in  written,  graphic,
machine  readable,  or  other  tangible  form  and  is  marked   "Confidential",
"Proprietary" or in some other manner to indicate its confidential  nature.  ATC
and VFNA each agree to treat as confidential all Confidential Information of the
other Party, not

                                       11


<PAGE>

to use such  Confidential  Information  except  as set forth  herein  and not to
disclose  such  Confidential  Information  to any third  party  except as may be
reasonably  required  pursuant to this Agreement and subject to  confidentiality
obligations at least as protective as those set forth herein.  Without  limiting
the generality of the foregoing, each of the parties shall use at least the same
degree of care which it uses to prevent the  disclosure of its own  confidential
information  of like  importance  to  prevent  the  disclosure  of  Confidential
Information  disclosed to it by the other Party under this Agreement,  provided,
however,  that in no event shall such degree of care be less than  reasonable in
light of general industry practice. Notwithstanding the foregoing, neither Party
hereto  shall  have  liability  to the other  with  regard  to any  Confidential
Information  of the other which (i) was in the public  domain at the time it was
disclosed or becomes in the public domain through no fault of the receiver; (ii)
was known to the  receiver,  without  restriction,  at the time of disclosure as
shown by the files of the receiver in existence at the time of disclosure; (iii)
is  disclosed  with  the  prior  written  approval  of the  discloser;  (iv) was
independently  developed  by the  receiver  without any use of the  Confidential
Information;  (v) becomes known to the  receiver,  without  restriction,  from a
source other than the  discloser,  without breach of this Agreement by receiver;
or  (vi)  is  disclosed  pursuant  to  the  order  or  requirement  of a  court,
administrative  agency, or other governmental body, provided,  however, that the
receiver  shall provide  prompt notice thereof to enable the discloser to seek a
protective order to otherwise  prevent such disclosure.  ATC and VFNA each agree
to use all reasonable efforts,  including,  without limitation, the execution of
proprietary non-disclosure agreements by employees and subcontractors, to ensure
compliance  with  the  terms  set  forth  in  this  paragraph  by its  officers,
employees,  subcontractors and any third party having access to the Confidential
Information.  Each Party  acknowledges  that any  disclosure to third parties of
Confidential  Information may cause immediate and irreparable harm to the other.
ATC agrees that VFNA's  customer  information  belongs  solely to VFNA,  and ATC
shall not use VFNA's customer  information other than as expressly  permitted in
this Agreement.

         (g)  INDEPENDENT  CONTRACTORS:  Each Party is acting as an  independent
contractor  under this  Agreement.  Each Party's  personnel are not employees or
agents of the  other  parties  for  federal,  state or other  taxes or any other
purposes whatsoever, and are not entitled to compensation,  employee benefits or
other incidents of employment from any of the other parties.  Each Party assumes
sole and full  responsibility  for the acts and omissions of its own  employees,
representatives  and agents.  Personnel  of one Party have no  authority to make
commitments or enter into contracts on behalf of, bind or otherwise obligate any
other Party in any manner  whatsoever.  Except for the specific  obligations set
forth in this  Agreement,  nothing  hereunder  shall be  deemed  to  constitute,
create,  give effect to or otherwise  recognize a joint venture,  partnership or
business  entity of any kind,  nor shall anything in this Agreement be deemed to
constitute any party the agent or authorized representative of the other.

         (h)  ASSIGNMENT.  This  Agreement  is  binding  on the  parties,  their
successors  and  permitted  assigns.  A  party  may  not  assign,   transfer  or
subcontract this Agreement, or any rights or obligations hereunder, to any other
party without receiving the other party's prior written consent, and any attempt
to do so shall be void.

         (i)  NOTICES.  All notices shall be in writing and delivered personally
or properly mailed, by certified mail or overnight courier, to the addresses set
forth at the beginning of this

                                       12
<PAGE>


Agreement, to the attention of the undersigned,  and in the case of VFNA, with a
copy sent to the  attention  of its Legal  Department.  Notices  shall be deemed
given on the date  delivered.  Either  Party may add to or change the address or
addressee for notice by giving notice to the other Party.

         (j) GOVERNING LAW &  INTERPRETATION.  This Agreement shall be construed
and enforced under the substantive laws of the State of Arizona,  without regard
to  its  conflict  of  laws  provisions.  The  parties  hereto  consent  to  the
jurisdiction of the state and federal courts located in Maricopa County, Arizona
in the event there is a legal proceeding relating to this Agreement.

         (k)  HEADINGS.  Headings are solely for  reference and shall not affect
the meaning of any terms.

         IN WITNESS THEREOF,  the parties hereto have executed this Agreement on
the day and year first above written.



AUTOTRADECENTER.COM, INC.                 Volvo Finance North America, Inc.


BY: /S/ MARK R. JENSEN                    BY:  /S/ THOMAS E. FLEMING
    ----------------------------              --------------------------------
ITS: VICE-PRESIDENT                       ITS:    DIRECTOR - ASSET SALES
    ----------------------------              --------------------------------






                                       13

<PAGE>

             FIRST AMENDMENT TO MOTOR VEHICLE REMARKETING AGREEMENT


This  First  Amendment  to  Motor  Vehicle  Remarketing  Agreement  (the  "First
Amendment") is entered into as of June 28 , 2001 by and among

AutoTradeCenter.com Inc. an  Arizona  corporation  whose address  is 15170 North
Hayden Road, Suite 5, Scottsdale AZ 85260 ("ATC"); and

Volvo Finance  North America, Inc.  a Delaware Corporation,  whose address is 25
Philips Parkway, Montvale, New Jersey (hereinafter "VFNA").

WHEREAS,  ATC and  VFNA entered  into  a  Motor  Vehicle  Remarketing  Agreement
("Agreement") dated as of April 30, 2001 whereby VFNA engaged ATC to assist VFNA
in  the  sale  and  promotion  of certain  Volvo  Vehicles  under the  terms and
conditions of the Agreement; and

WHEREAS,  ATC and VFNA  have mutually agreed that it is in their respective best
interests to amend certain provisions of the Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
promises herein contained, the parties hereto agree to the following changes:

1.     2.     Term of Agreement

              "The term of this Agreement shall be FOR FIFTEEN (15) MONTHS
       commencing on APRIL 30, 2001 and shall automatically renew. ."

       3.     Services to be provided by ATC.

              a.     Development and Hosting of the ATC/VFNA Website.

                     i.     "ATC shall use its best efforts to design and
                            complete the ATC/VFNA Website on or about AUGUST 1,
                            2001, provided THAT IF THE ATC/VFNA WEBSITE IS NOT
                            COMPLETED BY OCTOBER 1, 2001 THROUGH. . ."

2.   Except as explicitly  outlined in the First Amendment, all of the terms and
conditions  of the  Agreement shall  remain in full  force and effect  and shall
apply to all parties thereunder.



<PAGE>


3.   This First Amendment shall be effective when the parties hereto each have
     received an executed original thereof.

IN  WITNESS  WHEREOF, the  parties hereto have  caused the First Amendment to be
executed as of the date first written above.


AutoTradeCenter.com Inc.                     Volvo Finance North America, Inc.
By:    /S/ ROGER L. BUTTERWICK               By:    /S/ THOMAS E. FLEMING
     -----------------------------               -------------------------------
Its:     PRESIDENT                           Its:    DIRECTOR - ASSET SALES
      ----------------------------               -------------------------------