MOTOR VEHICLE REMARKETING AGREEMENT



         THIS MOTOR VEHICLE REMARKETING  AGREEMENT (the "Agreement") is made and
entered  into as of the 10th of January,  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 American
Suzuki Motor Corporation,  a California corporation,  whose address is 3251 East
Imperial Hwy, PO Box 1100, Brea California 92822  ("Suzuki")(each a "Party," and
together, the "Parties.")

         WHEREAS,  Suzuki  repurchases  or  acts as  agent  for  certain  rental
vehicles bearing the Suzuki brand name, which are owned by American Suzuki Motor
Corporation  or  automobile   rental   corporations  and  remarketed  by  Suzuki
(hereinafter, such motor vehicles are called the "Suzuki Vehicles"); and

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

         WHEREAS,  Suzuki 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/Suzuki Website
(as defined herein) and provide remarketing services, technical,  administrative
and marketing support to Suzuki; and

         WHEREAS,  Suzuki  desires  to  retain  the  services,   experience  and
assistance  of ATC,  and ATC desires to assist  Suzuki  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:

         1.       Definitions.

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

         a.  "ATC/Suzuki  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
the aid of a machine or device,  and also  includes the  underlying  programming
code,  computer  programs and resources  developed,  operated and maintained for
Suzuki by ATC in accordance with the provisions of this Agreement,  as reflected
in the document entitled "Suzuki Website Overview"  prepared by ATC and provided
to Suzuki (a copy of which is  attached  to this  Agreement  as Exhibit  A). The
ATC/Suzuki  Website shall be used by Suzuki as the primary method of remarketing
of Suzuki Vehicles to the Enrolled Dealers.

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

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


<PAGE>


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

         e. "Enrolled Dealer" means a Suzuki franchised automobile dealer and
other parties as authorized by Suzuki to participate in the ATC/Suzuki Website.

         f.  "Software"  refers to any computer  programs,  software and related
materials, including any Documentation relating thereto, independently developed
by ATC which are  required  or  necessary,  and which may be  incidental  or are
intended, to interact with or operate the ATC/Suzuki Website.

         g.  "System"  refers to the hardware and software and other devices and
operating programs on which the ATC/Suzuki 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."

          i. "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/Suzuki 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  commence  effective as of the tenth
(10th) day of  January,  2001 and shall be for a period of twelve  (12)  months;
provided that Suzuki may, at its option,  terminate  the term of this  Agreement
upon one  hundred  and twenty  (120) days prior  written  notice to ATC and,  if
Suzuki gives such termination  notice on or prior to July 10, 2001, Suzuki shall
pay the sum of $   *    to ATC as a termination fee upon termination of the term
of this Agreement.  This agreement will automatically renew for an additional 12
month period if ATC meets or exceeds  certain  performance  criteria as mutually
agreed upon by the  parties.  Such  performance  criteria  must be added to this
contract  prior  to March  31,  2001 for this  provision  to  become  effective.
Otherwise the parties hereto may elect to renew this Agreement on such terms and
conditions as may be mutually  agreed upon.  All renewals must be agreed upon in
writing and signed by all parties hereto.

         3. SERVICES TO BE PROVIDED BY ATC.

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

         i. ATC shall use commercially reasonable efforts to design and complete
the  ATC/Suzuki  Website on or about March 1, 2001, ATC will provide Suzuki with
necessary  Integration Services (as defined below), in order to make the Content
compatible with the technical  specifications for the ATC/Suzuki Website, as set
forth in Exhibit A. For purposes of this Agreement, "Integration Services" shall
mean the  integration  of the  Content  into the  ATC/Suzuki  Website.  The user
interface  and  navigational  structure  of the  ATC/Suzuki  Website will follow
mutually agreed upon standards for the entry point to the ATC/Suzuki Website, as
set forth in  Exhibit A. ATC also  agrees to  provide  Suzuki and its staff with
reasonable training and assistance,  in order to permit Suzuki to update Content
on the ATC/Suzuki Website, throughout the Term.

         ii. ATC shall provide to Suzuki in website  architecture custom website
features  including but not limited to home page(s),  vehicle search capability,
vehicle  inventories with condition  reports,  digital photos,  vehicle purchase
capability,  purchase  confirmation,   transportation  alternatives  and  links,
policies and  procedures,  community  pages,  calendars,  administration  pages,
market  reports,  and  seamless

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* Confidential information omitted and filed separately with the Securities and
Exchange Commission.
<PAGE>

Internet links to any and all parties and/or additional websites (such as
auctions, used car guide publications) deemed necessary by Suzuki.

         iii. ATC  acknowledges  that Content which may be  integrated  into the
ATC/Suzuki Website includes Suzuki'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/Suzuki Website and/or to
other web sites,  web pages and/or  materials which are external to and not part
of the  ATC/Suzuki  Website,  as  agreed  upon by the  Parties.  Subject  to the
technical and capacity constraints inherent in the System and the Specifications
and any other limitations and restrictions set forth in this Agreement, ATC will
use all reasonable  commercial  efforts to ensure adequate System  resources for
the ATC/Suzuki Website.

         iv. ATC shall customize and co-brand the ATC/Suzuki  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/Suzuki  Website
framing  (e.g.,  headers and footers) of size and type  determined by ATC, which
contain  branding  for ATC and Suzuki as  determined  by ATC. ATC shall make any
changes to the  customization  and/or  co-branding of the ATC/Suzuki  Website as
reasonably requested by Suzuki during the Term.

         v. If Suzuki requests changes to the ATC/Suzuki Website, ATC shall have
the right to determine the affect on the work hereunder and, without limitation,
shall have the right to quote to Suzuki any additional  charges or modifications
to the schedule,  work or any other items affected by Suzuki'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 Suzuki, shall serve as an amendment to this Agreement and Exhibit
A. Failing such agreement, the scope of ATC's work shall remain unchanged.

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

         i. After  acceptance  by Suzuki or such later date as Suzuki  requests,
ATC shall make the ATC/Suzuki Website available twenty-four hours per day, seven
days per week, to permitted  individuals  and/or access devices as specified and
designated  by Suzuki  in  accordance  with  Exhibit  A.  Without  limiting  the
preceding  sentence,  ATC  shall  provide   password-protected   access  to  the
ATC/Suzuki  Website to any and all departments of Suzuki,  the Enrolled Dealers,
and  additional  companies  providing  support  to  Suzuki in the sale of Suzuki
Vehicles.  Suzuki has reviewed and accepted the ATC/Suzuki  Website  proposed by
ATC as currently  contained  in the Exhibit A. Suzuki  agrees that any access by
Enrolled  Dealers  to the  ATC/Suzuki  Website  will be  governed  by an  access
agreement to be provided by ATC. ATC shall provide  those  parties  permitted to
access the ATC/Suzuki Website continuous communication,  access to data, viewing
of all  Suzuki  Vehicles  intended  for sale,  and the  ability  to buy and sell
certain  Suzuki  Vehicles.  ATC  will  not  be  responsible  for  access  to the
ATC/Suzuki Website by parties unauthorized by Suzuki.

         ii. ATC shall provide the necessary  System,  together with appropriate
facilities  and operating  environment  to support and maintain the operation of
the ATC/Suzuki Website for Suzuki hereunder. ATC will provide on-going technical
support as required  to  maintain  the  ATC/Suzuki  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/Suzuki  Website fails to operate in
substantial  conformity  with  Exhibit A, and such failure is not due to Suzuki,
the  Content  or  causes  outside  the  control  of ATC,  then  ATC will use all
reasonable  commercial  efforts to correct  the  non-conformity  and restore the
ATC/Suzuki Website to its proper operation,  consistent with the requirements of
this Agreement.

         iii.  ATC shall use its best  efforts  to  assure  that the  ATC/Suzuki
Website accurately  displays the Content as provided by Suzuki or its designated
agents,   such  as  matching  Suzuki  lease  account

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<PAGE>

numbers and the vehicle identification number or "VIN", incorporation of the
Suzuki pricing table, assignment of user passwords online and/or direct, and
other possible areas of the ATC/Suzuki Website as Suzuki deems necessary;
provided that ATC is not responsible for confirming the accuracy of the Content
provided to it for inclusion in the ATC/Suzuki Website from Suzuki or its
designated agents.

         iv. At Suzuki's sole option, dealers that are not Suzuki Dealers may be
allowed  to  purchase  vehicles  from the  ATC/Suzuki  Website.  The  terms  and
conditions of such event shall be negotiated and contracted  between the parties
at such time as Suzuki deems necessary.  However, if Suzuki elects to allow such
purchases, the parties agree that ATC may charge a Buyer's fee to be paid by the
non-Suzuki dealer.

         c. MARKETING. ATC shall, for purposes of contacting prospective
purchasers of Suzuki Vehicles, and driving those prospective purchasers to the
ATC/Suzuki Website, provide dedicated 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
Suzuki events, strategy sessions, dealer functions, and/or automotive industry
seminars and associated functions.

            EXPANDED  MARKETING.   ATC  shall,  for  purposes  of  driving
interested  dealers  to Suzuki  vehicles  offered at select  auction  locations,
provide additional dedicated telemarketing,  fax and email campaigns, as well as
the production and distribution of a monthly Suzuki national auction calendar of
events. Additionally, ATC will by Suzuki's request provide at an additional fee,
national and/or regional marketing support materials,  including but not limited
to advertisements, direct mail campaigns, and auction banners.

         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 Suzuki during the Term) and will use said Domain Name in
connection with the ATC/Suzuki Website for Suzuki. Suzuki will own all rights in
the Domain Name.  Suzuki 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/Suzuki  Website.  Suzuki 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.  Suzuki is  responsible  for all filing
and other fees  associated  with the  registration,  maintenance  and filing for
domain names in connection with the ATC/Suzuki Website.

         e. WEBSITE ADVERTISING. Suzuki acknowledges and agrees that ATC, 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 on
and through the ATC/Suzuki Website.  ATC shall retain one hundred percent (100%)
of the total revenue generated by such advertising, promotions and sponsorships.

         f. ADDITIONAL SERVICES. Suzuki may request additional services from ATC
not specified hereunder,  including,  without limitation,  additional design and
development  services,  increased  ATC/Suzuki  Website  or System  capacity,  or
enhancements to the ATC/Suzuki  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. Suzuki  will,  at its own  expense,  provide to ATC all  Content to
appear in the ATC/Suzuki  Website as described in Exhibit A. Suzuki assumes sole
responsibility  for the  accuracy  of any Content  provided to ATC.  Suzuki 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/Suzuki Website as contemplated herein.


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<PAGE>

         b. Suzuki 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/Suzuki
Website; (b) to use, reproduce, store, process, retrieve, transmit,  distribute,
publish,  publicly  perform and hyperlink the Content solely in connection  with
the use of the operation and use ATC/Suzuki 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/Suzuki Website.

         5.   FEES.

         a. As consideration for the services to be rendered by ATC, Suzuki
shall pay to ATC the Fees as follows:

         Data Management fee:       $  *   per Suzuki Vehicle listed on the
                                    ATC/Suzuki Website

         Sale fee:                  $  *   per Suzuki Vehicle sold on the
                                    ATC/Suzuki Website

         Buy fee:                   $   *   per Suzuki Vehicle purchased on the
                                    ATC/Suzuki Website by a registered Dealer

         Auction Marketing fee:     $   *   per vehicle sold at "select" Suzuki
                                    auction  locations, where Suzuki desires
                                    marketing assistance

         b.  Suzuki's  obligation  to pay ATC the Buy Fee and Sale Fee arises at
the time that an order becomes a binding order for Suzuki and Enrolled Member in
accordance with the Terms of Sale (to be agreed upon by the parties and attached
hereto  as  Exhibit  B).  Funds  from  any  transactions  executed  through  the
ATC/Suzuki site will be processed by a third-party  service, and any per vehicle
listed  billing will be presented to Suzuki  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.  Suzuki  shall pay the Fees to ATC on or before the last day of
each calendar month during the term of this Agreement.  ATC shall have the right
to charge  interest  at the lesser of one and one half (1.5 %) 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 Suzuki
agrees to pay all taxes levied  against or upon the  ATC/Suzuki  Website and any
services or other materials provided hereunder, as well as Suzuki's use thereof,
exclusive, however, of taxes based on ATC's income, which taxes shall be paid by
ATC.

         6.   PROPRIETARY RIGHTS.

         a. ATC shall own all  right,  title and  interest  (including,  without
limitation,  intellectual  property  rights) in and to the  ATC/Suzuki  Website,
System  and  software,   but  excluding  any  Content  or  other   materials  or
information,  which is proprietary to and provided by Suzuki 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, Suzuki irrevocably assigns, transfers and conveys to ATC
all right,  title and interest  therein and Suzuki 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.

                                       5

* Confidential information omitted and filed separately with the Securities and
Exchange Commission
<PAGE>

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

         c.  In  consideration  of  the  charges  and  fees  payable  by  Suzuki
hereunder,  ATC grants to Suzuki a  non-exclusive,  non-transferable,  right and
license during the term of this Agreement to use the  ATC/Suzuki  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/Suzuki  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  Suzuki  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/Suzuki  Website),  as well as
the Domain Name, shall be and remain the sole and exclusive  property of Suzuki.
Suzuki  acknowledges  and  agrees  that ATC is acting  solely as the  ATC/Suzuki
Website developer,  System host and Internet service provider for the ATC/Suzuki
Website and that Suzuki, and not ATC, is solely and exclusively  responsible and
liable for  screening,  policing,  securing,  editing and monitoring all Content
(whether  provided  by  Suzuki),  any  communications   transmitted,   received,
displayed,  used or  contained  on or through the  ATC/Suzuki  Website by Suzuki
and/or its  respective  customers and  suppliers,  and any and all  transactions
processed  thereby,  and for providing billing and invoicing,  order fulfillment
services,  customer  service and support,  and any other services,  information,
communications,  data and materials in connection with the ATC/Suzuki Website or
otherwise as a result of this Agreement.

         e. Suzuki acknowledges that the ATC/Suzuki Website contains Third Party
Software,  and that the licensor of the Third Party  software has a  proprietary
interest in such software.  Suzuki acknowledges and agrees that it has no rights
of any kind or nature to any  Software or Third Party  Software,  including  the
ATC/Suzuki 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 such other Party;  provided that
ATC may list  Suzuki's  name in a general  listing of all or any  portion of its
customers.

         7. REPRESENTATIONS AND WARRANTIES.

         a. ATC  represents and warrants to Suzuki 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/Suzuki 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;  provided,  however,  that Suzuki shall be
responsible for  determining  the compliance of the ATC/Suzuki  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. Suzuki  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)  Suzuki 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/Suzuki  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/Suzuki Website and the System, nor ATC's
performance of Suzuki's requirements and services hereunder (including,  without
limitation,  development,   implementation,  operation  or  maintenance  of  the
ATC/Suzuki  Website  hereunder)  will infringe upon or violate the rights of any
other  party or  violate  or  contravene  any  federal,  state and  local


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<PAGE>

laws, regulations, ordinances and/or any other applicable codes and rules of
conduct; and (iv) Suzuki is solely responsible and liable for the Content and
materials transmitted, received, displayed, used and/or contained on or through
the ATC/Suzuki 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.  NOTWITHSTANDING  ANY DETERMINATION
THAT ANY REMEDY HAS FAILED OF ITS  ESSENTIAL  PURPOSE,  IN NO EVENT SHALL ATC BE
LIABLE OR OTHERWISE  RESPONSIBLE TO SUZUKI, THE ENROLLED DEALERS OR TO ANY OTHER
THIRD PARTY,  FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN  CONNECTION  WITH
THIS  AGREEMENT.  THE FOREGOING  DISCLAIMER  OF LIABILITY  INCLUDES ALL DAMAGES,
DIRECT AND INDIRECT, HOWSOEVER ARISING OR DENOMINATED, REGARDLESS OF THE FORM OF
THE ACTION OR THE BASIS OF ANY CLAIM OR ACTION.  IF, FOR ANY REASON,  A COURT OF
COMPETENT JURISDICTION SHALL STILL HOLD ATC LIABLE FOR DAMAGES HEREUNDER,  IN NO
EVENT SHALL ATC'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY SUZUKI
TO ATC HEREUNDER IN RESPECT OF THE GOODS OR SERVICES GIVING RISE TO THE CLAIM OR
ACTION.

         9. INDEMNIFICATION.

         a. ATC shall defend and indemnify  Suzuki  against any loss,  damage or
expense  arising  from any breach of ATC's  obligations  under  this  Agreement;
provided  that ATC shall have the right to defend any third  party claim that is
asserted   against  which  Suzuki  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 causes beyond its reasonable control.

         b. Suzuki,  shall 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 Suzuki or its  Enrolled  Members'  use of the
Content and any other materials  furnished by Suzuki hereunder;  and (ii) breach
of any representation or warranty made by Suzuki under this Agreement.  ATC will
give Suzuki  prompt  notice of any such claim or action and copies of all papers
served  upon or  received  by ATC  relating  to it.  Suzuki  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.

        10. DEFAULT 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 a
reasonable period of time.

         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:

         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.



                                       7

<PAGE>

        11. GENERAL PROVISIONS.

         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.

         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.

         a. 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.

         b. 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.

         c. 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 Suzuki each agree to treat as confidential all  Confidential  Information of
the other Party, not 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  Suzuki  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.

         d. 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


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<PAGE>

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.

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

         f. 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 Agreement, to the attention of the undersigned or
by electronic or digital means which is subject to  confirmation  of receipt and
authentication.  Notices  shall be deemed  given on the date  delivered  or when
placed in the mails as  specified  or when  receipt is  confirmed,  whichever is
applicable.  Either  Party may add to or change  the  address or  addressee  for
notice by giving notice to the other Party.

         g. 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.

         h. 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.                   AMERICAN SUZUKI MOTOR CORPORATION

BY:/s/MARK JENSEN                           BY: /s/TIM FINLEY

ITS: Vice President                         ITS: National Fleet and Remarketing
                                                 Manager


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<PAGE>


                                    EXHIBIT A

                        SUZUKI WEBSITE OVERVIEW DOCUMENT


General


The American Suzuki Motor Corporation website designed, developed, executed, and
maintained  by  AutoTradeCenter.com  Inc.  is for  the  purpose  of  remarketing
"Suzuki"  vehicles  to Suzuki  franchised  and/or  other  non-Suzuki  franchised
automobile dealers. The website,  known as the Suzuki PROLine, or Suzuki Program
Remarketing  Online,  will  allow the  viewing  and sale of  available  "Suzuki"
vehicles to a select dealer audience determined by Suzuki,  enrolled and managed
by AutoTradeCenter.com.

Available  Suzuki  PROLine  vehicle  inventory  is  comprised  of select  Suzuki
vehicles  from  various  rental  fleets,  owned or managed  by  Suzuki.  Proline
inventories  will be populated  from select Suzuki  holding  and/or  marshalling
facilities,  various  daily  rental  locations,  and/or  select  Suzuki  auction
locations. Available Suzuki PROLine inventory will be presented with third party
condition reports and/or digital photos to enrolled dealers for a pre-determined
period of time for sale.  Select  parties such as  purchasing  dealer,  auction,
rental company,  Suzuki,  and other,  will receive  notification of all vehicles
sold on the PROLine via  automated  email and/or fax  delivery.  Suzuki  PROLine
inventory sales status will be  continuously  available to select parties deemed
necessary  by Suzuki.  Any unsold  vehicle  inventory  will be "rolled  off" the
PROLine website and presented through select Suzuki auction lanes.







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<PAGE>


                                    EXHIBIT B

                          SUZUKI PROLINE TERMS OF SALE







A Suzuki PROLine vehicle sale consists of the following components,

Delivered by AutoTradeCenter

         1.     An available Suzuki vehicle

         2.     An enrolled dealer/buyer

         3.     An electronic purchase selection

         4.     An automated purchase confirmation delivery via email or fax to
                all parties deemed necessary by Suzuki



Delivered by third party such as an auction and/or administrative agency,

       Upon receipt of Suzuki PROLine purchase confirmation from AutoTradeCenter

         1.     Bill of sale is generated

         2.     Title is delivered to predetermined party responsible for the
                (i.e. auction holding vehicle purchased

         3.     Sale proceeds collected from purchaser

         4.     Title is delivered to purchaser

         5.     Net proceeds delivered via wire from auction to seller specified
                account

         6.     Bill of sale documentation delivered to seller



AutoTradeCenter will invoice individual auctions for Suzuki PROLine transactions
on a weekly/monthly basis.

AutoTradeCenter   will  invoice  Suzuki  for  all  data  management  fees  on  a
weekly/monthly basis.

AutoTradeCenter  will  invoice  Suzuki for all agreed  upon  enhanced  marketing
services on a weekly/monthly basis.







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                                      [TBD]



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