SUTRO & CO.
                                                     1150 Santa Monica Boulevard
                                                     Suite 1500
DOUGLAS J. BURKE                                     Los Angeles, CA  90026
MANAGING DIRECTOR                                    310 | 914 0735
INVESTMENT BANKING                                   800 | 471 7799
                                                     310 | 477 6080 FAX
                                                     DBURKE@SUTRO.COM


October 11, 2000                                                    CONFIDENTIAL


Mr. Roger Butterwick
President
AutoTradeCenter.com, Inc.
15170 North Hayden Road
Scottsdale, Arizona  85260

Dear Roger:

This  letter   agreement  sets  forth  the  terms  and  conditions  under  which
AutoTradeCenter.com,  Inc. (the "Company") has retained Sutro & Co. Incorporated
("Sutro")  (i) to act as  exclusive  financial  advisor  with respect to various
transactions including potential Acquisitions (as defined below) and (ii) to act
as  its  exclusive   agent  with  respect  to  the  private   placement(s)   for
approximately  $30  million,  in one or several  offerings  in common stock (the
"Securities") with institutional and individual  investors (the "Investors") for
the Company.  Such  placement(s)  of the Securities  shall be referred to as the
"Private Placement(s)" and our engagement pursuant to this letter agreement (the
"Agreement") shall be referred to as the "Engagement".

1)       TERMS OF THE ENGAGEMENT. Sutro will assist the Company in effecting the
         Private  Placement on the terms and  conditions of this  Agreement.  In
         this regard, we propose to undertake the following  activities,  to the
         extent each is appropriate, on your behalf:
         i)       Advising  the  Company  as  to  the  form and structure of the
                  Private Placement;
         ii)      Assisting the Company and its counsel in the  preparation of a
                  Private Placement Memorandum (the "Memorandum") concerning the
                  Company and the Securities. Responsibility for the contents of
                  such Memorandum  shall be solely that of the Company,  and the
                  Memorandum  shall  not  be  made  available  to,  or  used  in
                  discussions  with,   prospective   investors  until  both  the
                  Memorandum  and its use for those  purposes have been approved
                  by the Company;
         iii)     Identifying  and introducing to, and consulting as to strategy
                  for initiating discussions with, potential Investors;
         iv)      Using its best efforts to  privately-place  the  Securities in
                  one or more offerings with Investors;
         v)       Negotiating the sale of the Securities to Investors; and
         vi)      Assisting   in   the   preparation   of   definitive   closing
                  documentation for the Private Placement(s).

                  1.a.     Company  Information.   In  connection  with  Sutro's
                           engagement,  the Company  represents  that all of the
                           data,  material,   and  information   concerning  the
                           Company (the "Information")  furnished to Sutro by it
                           and its  advisors  and agents  shall be accurate  and
                           complete in all



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SUTRO & CO.

                           respects at the time  furnished;  and further  agrees
                           that if any of such Information  becomes  inaccurate,
                           misleading or  incomplete  during the term of Sutro's
                           engagement  hereunder,  the Company shall promptly so
                           advise   Sutro  in  writing   and  correct  any  such
                           inaccuracy or omission. The Company acknowledges that
                           is the  exclusive  source  of such  Information.  The
                           Company   recognizes  and  confirms  that  Sutro,  in
                           advising the Company and  undertaking  the Engagement
                           assignment,   will  be  using  and   relying  on  the
                           Information  without   independent   verification  or
                           investigation and without performing any appraisal of
                           the assets or  business of the  Company.  The Company
                           authorizes  Sutro to use and deliver the Information,
                           and any other data  obtained  by Sutro from  reliable
                           published  sources,  to  potential  Investors.  Sutro
                           agrees to keep any nonpublic information confidential
                           so long as it remains  non-public,  unless disclosure
                           is required by law or requested  by any  governmental
                           or regulatory agency or body, and Sutro will not make
                           any use thereof,  except for Sutro's services for the
                           Company as described in this Agreement.

                  1.b.     Private Placement  Memorandum.  Sutro will assist the
                           company  and  its  counsel  in the  preparation  of a
                           Memorandum,  and the Company will provide  Sutro with
                           the  number of copies  of such  Memorandum,  as Sutro
                           shall request.  The Company shall  represent that the
                           Memorandum  and  the  Information  are  complete  and
                           correct in all  material  respects and do not contain
                           any untrue  statement  of a material  fact or omit to
                           state a material fact  necessary in order to make the
                           statements  therein  not  misleading  in light of the
                           circumstances  under which such  statements are made,
                           other than  information  furnished  to the Company by
                           Sutro.

2)       EXCLUSIVITY.  It is understood that the Company is engaging Sutro on an
         exclusive  basis to act as  financial  advisor and  placement  agent in
         connection  with the Private  Placement for a period (the  "Exclusivity
         Period")  commencing  on September  22,  2000,  and ending on March 22,
         2001,  provided,   however,  that  such  Exclusivity  Period  shall  be
         automatically renewed for successive  three-month periods unless either
         party gives notice to the other within 30 days of the expiration of the
         Exclusivity  Period of its  desire to  terminate  this  Engagement.  In
         addition,  Sutro may, at its sole  option,  terminate  this  Engagement
         without liability if, in the opinion of Sutro, a change has occurred in
         the Company's financial condition,  results of operations,  properties,
         business or  prospects,  market  conditions or the  composition  of the
         Compay's  management  or Board of  Directors,  which,  in Sutro's  sole
         determination,   has  adversely   affected  the  marketability  of  the
         Securities.

         It is  expressly  understood  that  the  provisions  in this  Agreement
         relating to the payment of all fees and expenses of Sections 3 and 4 of
         this Agreement  will survive any such  termination of the Engagement or
         completion of Sutro's services pursuant to this Agreement.  The Company
         shall be  obligated  to pay Sutro the  Advisory Fee and the Warrant (as
         these terms are defined in paragraph 3 below) if during the Exclusivity
         Period or within the twelve month period  following the  termination of
         this Engagement the Company receives  commitments from any Investor (a)
         identified  to the  Company  by Sutro or (b)  with  which  Sutro or the
         Company  had a  discussion  regarding  the  Private  Placement,  in any
         instance,  during the term of the  Engagement  and  whether or not such
         discussions  were  initiated  by Sutro.  From time to time  during  the
         Engagement  but not less  than  monthly,  Sutro  and the  Company  will
         provide  each  other a  complete  list of  their  contacts.  It is also
         understood that the Company will notify Sutro of all  solicitations and
         conversations with potential investors in connection with the potential
         purchase of the Securities.  It is understood that Sutro's  involvement
         in the Private  Placement is strictly on a best  efforts  basis and the
         consummation  of the Private  Placement will be subject to, among other
         things, prevailing market conditions.


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SUTRO & CO.

         It is also expressly understood that Sutro may terminate this Agreement
         without liability if the Company is unable to secure a lock-up and
         escrow agreement satisfactory to Sutro for approximately 15,000,000
         shares of Common Stock controlled by certain non-management
         shareholders.

3)       COMPENSATION.  Sutro's compensation for its services performed pursuant
         to this Agreement will be determined as follows:

         a)       A non-refundable retainer of $25,000 payable upon execution of
                  this Agreement and a retainer warrant (the "Retainer Warrant")
                  to purchase 75,000 of the outstanding  common stock on a fully
                  diluted  basis payable in warrants at a strike price of $0.01.
                  The  warrants  will be  granted  upon  the  execution  of this
                  Agreement  and  have a ten-  year  term.  The  warrants  shall
                  contain a  cashless  exercise  provision.  The  holders of the
                  warrants   shall  be   entitled   to   unlimited   "piggyback"
                  registration  rights during the first ten years  following the
                  Private  Placement.  The  Company  shall  bear all  costs  and
                  expenses  in  connection  with  such  registrations.  The cash
                  portion of the  retainer  shall be  credited  against any fees
                  payable to Sutro pursuant to paragraph 3(b).

         b)       An advisory fee (the  "Advisory  Fee") equal to seven  percent
                  (7.0%)  of  the   principal   amount  raised  in  the  Private
                  Placement.  In the event that shareholders of the Company sell
                  any of  their  interest  in the  Company  as a  result  of the
                  Private  Placement,  the Advisory  Fee shall be seven  percent
                  (7%) on the amount paid to selling shareholders.  The Advisory
                  Fee will be  payable in cash upon the  closing of the  Private
                  Placement. In the event that the Company receives funding from
                  the following list of investors,  the Advisory Fee shall equal
                  five percent (5.0%) on the portion of funds received from such
                  investors:  Cahill,  Warnock & Company,  ING Barings,  General
                  Atlantic  Partners,  Goldman  Sachs  Credit  Partners,  Mellon
                  Ventures and Allete/Adess Corporation.

         c)       An acquisition fee (the "Acquisition  Fee") equal to 3% of the
                  Aggregate  Consideration  (as  defined  below in Section 6) if
                  during the Term of this  Agreement the Company  consummates an
                  Acquisition   (as  defined  below)  or  reaches  a  definitive
                  agreement which  subsequently  results in an Acquisition.  The
                  Acquisition  Fee will be payable  in cash upon the  Closing of
                  the  Acquisition.   However,  if  the  Company  identifies  an
                  acquisition  and does not utilize  another  investment bank or
                  other similar  financial or consulting  company to evaluate or
                  analyze the acquisition,  then Sutro will not be entitled to a
                  fee. If,  however,  the Company  identifies an acquisition and
                  utilizes Sutro's services,  then Sutro shall be entitled to an
                  Acquisition Fee.

                  For purposes of this Agreement,  the term "Acquisition"  shall
                  be defined to include any merger,  consolidation,  purchase of
                  assets, tender or exchange offer, leveraged buy-out, formation
                  of a joint  venture or  partnership,  reorganization  or other
                  business combination pursuant to which the target (a "Target")
                  is combined with the Company.

         d)       A warrant  ("Warrant")  to purchase  ten percent  (10%) of the
                  securities sold in this Private Placement. The Warrant will be
                  granted upon the closing of the Private Placement. The Warrant
                  shall have a ten year term and shall have a strike price equal
                  to the price of shares  issued in the Private  Placement.  The
                  Warrant  shall  contain a  cashless  exercise  provision.  The
                  holders  of  the  warrant   shall  be  entitled  to  unlimited
                  "piggyback"  registration  rights  during  the first ten years
                  following  the Private  Placement.  The Company shall bear all
                  costs and expenses in connection with such registrations.

4)       FEES AND EXPENSES. In addition to the foregoing fees, and regardless of
         whether the transaction  contemplated by this Agreement is consummated,
         the  Company  agrees to  promptly  reimburse  Sutro for all  reasonable
         out-of-pocket  expenses  not to exceed  in total  $50,000  without  the
         Company's  prior  written  approval  arising  out of  this  Engagement,
         including  but  not  limited  to,  such  costs  as  printing,   travel,
         accommodations,  meals, telephone, facsimile, courier service, copying,
         direct computer expenses and the


                                   Page 3 of 6




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SUTRO & CO.

         fees and  disbursements  of Sutro's legal counsel,  if any. The Company
         also agrees to,  prior to the mailing of any  Memoranda  to any Parties
         and  prior  to the  commencement  of  the  Financing  Roadshow,  to (i)
         reimburse  to Sutro any billed but  unpaid  expenses,  and (ii) make an
         additional  expense  reimbursement  payment of $25,000 so as to prefund
         the  Roadshow  expenses  to be  incurred  by Sutro.  Additionally,  the
         Company  agrees  that  Sutro  is  not  responsible  for  the  fees  and
         disbursements of special counsel for the Investors, whether or not this
         transaction  is  completed.  All such fees,  expenses and costs will be
         billed not more  frequently than monthly and are payable by the Company
         promptly  upon  receipt  of  Sutro's   request.   Upon  termination  or
         expiration of the Agreement, any unreimbursed fees and expenses will be
         immediately due and payable.

5)       INDEMNIFICATION.  In connection with the Engagement of Sutro hereunder,
         the Company has entered into a separate letter  agreement,  dated as of
         the date hereof (the  "Indemnification  Agreement"),  providing for the
         indemnification of Sutro and certain related parties by the Company.

6)       OTHER TRANSACTIONS.
         Sale Transaction.  If during the Exclusivity  Period,  and prior to any
         closing  of the  Private  Placement,  the  Company  consummates  a Sale
         Transaction (as defined below) or reaches a definitive  agreement which
         subsequently  results in a Sale  Transaction or a transaction  that has
         substantially  similar effect, the Company agrees to pay or cause to be
         paid to Sutro,  a sale  transaction  fee (the "Sale  Transaction  Fee")
         equal to three percent (3%) of the Aggregate  Consideration (as defined
         below).  The Sale  Transaction  Fee will be  payable  in cash  upon the
         closing of the Sale Transaction.  The term "Sale  Transaction" shall be
         defined to include any merger, consolidation, sale of assets, tender or
         exchange  offer,  leveraged  buy-out,  formation of a joint  venture or
         partnership, reorganization or other business combination, or financing
         transaction  pursuant to which the  business of the Company is combined
         with that of an acquiring  entity or any entity  affiliated with one or
         more acquirers (the "Party" or "Parties"), where the Party has at least
         75% of the capital stock of the  surviving  company or has acquired the
         majority of the  Company's  assets,  or has  acquired the right to take
         control of the Company.

         The term  "Aggregate  Consideration"  shall be defined to include cash,
         equity   securities,   the  fair  market  value  of  revolving   credit
         facilities,   straight  and  convertible   debt  instruments  or  other
         obligations, and any other form of payment or assumption of obligations
         made to the Company or its  shareholders  in  connection  with the Sale
         Transaction.  If any of the consideration to be received by the Company
         is contingent upon future performance of the Company's operations (e.g.
         revenues  or  income),   the  portion  of  the  Sale   Transaction  fee
         attributable to such contingent consideration shall be paid to Sutro at
         such time or times as the Company receives such consideration.

7)       RIGHT OF FIRST  REFUSAL.  In the event the Company  proposes to hire an
         investment  banking firm,  the Company hereby grants to Sutro the right
         of first  refusal  during the Term and for a period of two year(s) from
         the  completion  of  the  Private  Placement  to  serve  as a  managing
         underwriter on any public or private financing (debt or equity), or act
         as an advisor on any merger, business combination,  recapitalization or
         sale  of  some  or  all  of  the  equity  or  assets  of  the   Company
         (collectively,  "Future  Services").  In the event the Company notifies
         Sutro of its intention to pursue an activity that would enable Sutro to
         exercise its right of first refusal to provide Future  Services,  Sutro
         shall  notify the  Company as soon as  practicable  of its  election to
         provide such Future Services. The Company agrees to pay, or cause to be
         paid, to Sutro fees based upon Sutro's  customary fees for the services
         rendered  provided,  further,  that the  terms  of the  Indemnification
         Agreement shall apply to any additional engagement.

                                   Page 4 of 6

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SUTRO & CO.

8)       PRIVATE OFFERING.  Sutro agrees that it intends to offer the securities
         in a manner  which  will not  impair the  availability  of the  private
         offering  exemption from federal  securities  registration  provided by
         Section  4(2)  of  the   Securities  Act  of  1933,  and  Regulation  D
         promulgated   thereunder,   and  in  accordance   with  all  applicable
         securities  laws of the  jurisdictions  in which offers or sales of the
         Securities  are made.  The Company shall conduct the Private  Placement
         and shall cooperate with Sutro to ensure that the Private  Placement is
         conducted,  in  compliance  with the private  offering  exemption  from
         federal  securities  law  registration  provided by Section 4(2) of the
         Securities Act of 1933, and  Regulation D promulgated  thereunder,  and
         the securities laws of the  jurisdictions  in which offers and sales of
         the Securities are made by Sutro in accordance with this Agreement.

9)       SUCCESSORS.  This  Agreement and all rights and  obligations  hereunder
         shall  be  binding  upon  and  inure  to the  benefit  of each  party's
         successors,  but may not be assigned without the written consent of the
         other party, which consent shall not be unreasonably withheld.

10)      ADDITIONAL SERVICES. It is understood that if Sutro is asked to provide
         any additional  investment  banking services for the Company,  then the
         Company shall pay to Sutro  additional fees based on Sutro's  customary
         fees  for  the   services   rendered   and   that  the   terms  of  the
         Indemnification Agreement shall apply to any additional engagement.

11)      CONTRACTUAL RELATIONSHIP. The Company expressly acknowledges that Sutro
         has been retained as exclusive financial advisor and placement agent to
         the Company only,  and not as a financial  advisor and placement  agent
         to,  or agent of,  any other  person,  and that the  Engagement  is not
         intended  to  confer  rights  upon  any  persons  not  a  party  hereto
         (including  shareholders,  employees  or  creditors  of the Company) as
         against  Sutro,  Sutro's  affiliates  or  their  respective  directors,
         officers, agents and employees.

         It is understood  that the Company is a  sophisticated  business entity
         that has  retained  Sutro  for the  limited  purposes  set forth in the
         Agreement,  and the Company and Sutro  acknowledge and agree that their
         respective  rights and obligations  are contractual in nature.  Company
         and Sutro each disclaim any intention to impose  fiduciary  obligations
         on  the  other  by  virtue  of  the  Engagement  contemplated  by  this
         Agreement.

12)      ENTIRE  AGREEMENT/GOVERNING LAW. This Agreement and the Indemnification
         Agreement constitute the entire agreement between Sutro and the Company
         relating to this  Engagement and supersede and take precedence over all
         prior  agreements or  understandings  whether oral or written,  between
         Sutro and the Company with respect to this  Engagement  and may only be
         modified by written  agreement  which is signed by both  parties.  This
         Agreement and the  Indemnification  Agreement  shall be governed by and
         construed in accordance with the laws of the State of California.

13)      ARBITRATION.  Any dispute arising from the interpretation,  validity or
         performance of this Agreement and the Indemnification  Agreement or any
         of their terms and provisions shall be submitted to binding arbitration
         in accordance with the provisions of the Code of Arbitration  Procedure
         of  the  National  Association  of  Securities  Dealers,  Inc.  or  the
         Arbitration Rules of the New York Stock Exchange, and judgment upon the
         award rendered by the  arbitrators  (or a majority of the  arbitrators)
         may be entered in any court having  jurisdiction  thereof. In the event
         there is any dispute involving Sutro and the Company


                                   Page 5 of 6


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SUTRO & CO.

         that is not arbitrated,  each of the parties hereby waives its right to
         a trial by jury. Such arbitration proceeding,  or court proceeding if a
         dispute  is  not  arbitrated,   shall  take  place  in  San  Francisco,
         California.  In any such  proceeding,  the  prevailing  party  shall be
         entitled  to  recover  from the other its costs and  expenses  incurred
         therewith, including reasonable attorneys' fees.

14)      SEVERABILITY. If any term, provision, covenant or restriction contained
         in this Agreement is held by a court of competent jurisdiction or other
         authority to be invalid, void,  unenforceable or against its regulatory
         policy,  the  remainder  of  the  terms,   provisions,   covenants  and
         restrictions contained in this Agreement shall remain in full force and
         effect and shall in no way be affected, impaired or invalidated.

Please confirm that the foregoing  correctly sets forth our agreement by signing
and  returning  to us the enclosed  duplicate  copy of this  Agreement.  We look
forward to working with you and to the successful conclusion of this Engagement.

This Agreement contains a predispute arbitration clause at Section 13.

Very truly yours,

SUTRO & CO. INCORPORATED

By:   /s/ Douglas J. Burke                                 10/11/00
       ------------------------------------              -----------------
       Douglas J. Burke                                  Date
       Managing Director

Accepted and Agreed to as of the date written above:

AUTOTRADECENTER.COM, INC.

By:  /s/ Roger Butterwick
      ---------------------------------------------
      Mr. Roger Butterwick
      President





                                   Page 6 of 6



<PAGE>

                                                                    CONFIDENTIAL

October 11, 2000

INDEMNIFICATION AGREEMENT

In consideration of Sutro's  agreement to act on behalf of  AutoTradeCenter.com,
Inc. (the "Company"), in connection with the private placement,  pursuant to the
engagement letter agreement of even date herewith (the  "Agreement"),  we hereby
agree to indemnify and hold  harmless  Sutro,  its  affiliates,  the  respective
partners, directors,  officers, agents and employees of Sutro and its affiliates
and each person,  if any,  controlling Sutro or any of its affiliates within the
meaning of either  Section 15 of the Securities Act of 1933 or Section 20 of the
Securities  Exchange  Act of  1934,  (Sutro  and  each  such  other  person  are
hereinafter referred to as an "Indemnified  Person"),  from and against any such
losses,  claims,  damages,  expenses  and  liabilities  (or  actions  in respect
thereof),  joint or several,  as they may be incurred  (including all legal fees
and  other  expenses  incurred  in  connection  with  investigating,  preparing,
defending, paying, settling or compromising any claim, action, suit, proceeding,
loss, damage, expense or liability,  whether or not in connection with an action
in which  any  Indemnified  Person  is a named  party)  to which any of them may
become subject  (including in settlement of any action,  suit or proceeding,  if
such settlement is effected with the Company's consent,  which consent shall not
be  unreasonably  withheld),  and which are  related  to or arise out of Sutro's
engagement,  the transaction  contemplated by such engagement or any Indemnified
Person's  role in  connection  therewith,  including,  but not  limited  to, any
losses,  claims,  damages,  expenses  and  liabilities  (or  actions  in respect
thereof) arising out of, based upon or caused by any untrue statement or alleged
untrue statement of a material fact contained in the offering memorandum, or any
amendment  or  supplement  thereto,  or in any  other  document  of the  Company
furnished to any party or to Sutro in connection with the Financing Transaction,
or arising out of, based upon or caused by any  omission or alleged  omission to
state in any of them a material fact required to be stated  therein or necessary
to make the  statements  in any of them not  misleading.  The Company  will not,
however, be responsible under the foregoing provisions with respect to any loss,
claim,  damage,  expense  or  liability  to  the  extent  that  a  court  having
jurisdiction  shall have  determined by a final judgment (not subject to further
appeal)  that such loss,  claim,  damage,  expense or  liability  resulted  from
actions  taken or  omitted to be taken by Sutro due to its gross  negligence  or
willful misconduct.  All capitalized terms not otherwise defined herein have the
same meaning as ascribed to them in the Agreement,  unless the context indicates
or requires otherwise. Promptly after receipt by an Indemnified Person of notice
of the commencement of any action,  such Indemnified  Person will, if a claim in
respect  thereof is to be made  against the  Company,  notify the Company of the
commencement thereof; but the omission to notify the Company will not relieve it
from any liability  which it may have to any Indemnified  Person  otherwise than
stated in this  Indemnification  Agreement.  In case any such  action is brought
against any Indemnified  Person, and it notifies the Company of the commencement
thereof,  the Company will be entitled to participate therein and, to the extent
that it may  wish,  to assume  the  defense  thereof,  with  counsel  reasonably
satisfactory  to  such  Indemnified  Person;  provided,  however,  that  if  the
defendants  in any such  action  include  both the  Indemnified  Person  and the
Company and counsel for the Indemnified Person reasonably  determines there is a
conflict of interest that cannot or should not be waived,  the Company shall not
have  the  right  to  dierct  the  defense  of such  action  on  behalf  of such
Indemnified  Person and such  Indemnified  Person shall have the right to select
separate  counsel to defend  such action on behalf of such  Indemnified  Person.
After  notice from the  Company to such  Indemnified  Person of its  election to
assume the defense  thereof and approval by such  Indemnified  Person of counsel
appointed  to  defend  such  action,  the  Company  will not be  liable  to such
Indemnified Person for any legal or other expenses,  other than reasonable costs
of  investigation,  incurred by such  Indemnified  Person in connection with the
defense thereof, unless: (i) the Indemnified Person shall have employed separate
counsel in accordance with the proviso to the next preceding  sentence (it being
understood, however, that in connection


<PAGE>


with such action the Company  shall not be liable for the  expenses of more than
one  separate  counsel  (in  addition  to local  counsel)  in any one  action or
separate but substantially  similar actions in the same jurisdiction arising out
of the same  general  allegations  or  circumstances);  or (ii) the  Company has
authorized the employment of counsel for the  Indemnified  Person at the expense
of the Company.  After any notice from the Company to such  Indemnified  Person,
the Company will not be liable for the costs and expenses of any  settlement  of
such  action  effected  by such  Indemnified  Person  without the consent of the
Company.

If the  indemnity  referred  to above  should  be,  for any  reason  whatsoever,
unenforceable,  unavailable to or otherwise  insufficient to hold harmless Sutro
and each Indemnified Person in connection with the transaction, each Indemnified
Person shall be entitled to receive from the Company, and the Company shall pay,
contributions  for such losses,  claims,  damages,  liabilities and expenses (or
actions in respect  thereof) so that each  Indemnified  Person  ultimately bears
only a portion  of such  losses,  claims,  damages,  liabilities,  expenses  and
actions as is appropriate (i) to reflect the relative benefits received by Sutro
on the one  hand  and the  Company  on the  other  hand in  connection  with the
transaction  or (ii)  if the  allocation  on  that  basis  is not  permitted  by
applicable law, to reflect not only the relative  benefits referred to in clause
(i) above but also the  relative  fault of Sutro and the  Company in  connection
with the actions or  omissions  to act which  resulted in such  losses,  claims,
damages,  liabilities  or  expenses,  as well as any  other  relevant  equitable
considerations;  provided,  however,  that  in  no  event  shall  the  aggregate
contribution  of  all  Indemnified  Persons  to  all  losses,  claims,  damages,
liabilities, expenses and actions exceed the amount of the fee actually received
by Sutro pursuant to the Agreement. The respective relative benefits received by
Sutro and the Company in connection with the  transaction  shall be deemed to be
in the same proportion as the aggregate fee paid to Sutro in connection with the
transaction  bears to the total  consideration of the transaction.  The relative
fault of Sutro and the Company  shall be determined by reference to, among other
things, whether the actions or omissions to act were by Sutro or the Company and
the parties' relative intent,  knowledge,  access to information and opportunity
to correct or prevent such action or omission to act.

The  indemnity,  contribution  and expense  payment  obligations  of the Company
referred to above shall be in  addition to any  liability  which the Company may
otherwise  have  and  shall be  binding  upon and  inure to the  benefit  of any
successors,  assigns,  heirs and  personal  representatives  of any  Indemnified
Person and the  Company.  The Company also agrees that the  Indemnified  Persons
shall have no liability to the Company or any person  asserting claims on behalf
of or in right of the Company for or in connection  with any matter  referred to
in this letter  except to the extent that any such  liability  results  from the
gross negligence or willful  misconduct of Sutro in performing the services that
are the subject of this letter and in no event shall such  liability  exceed the
amount of fees actually received by Sutro hereunder.

AUTOTRADECENTER.COM, INC.

By:   /s/ Roger Butterwick                                     10/11/00
       ----------------------------------               ----------------------
       Roger Butterwick                                 Date
       President



Accepted and agreed to as of the date written above:

SUTRO & CO. INCORPORATED

By:      /s/ Douglas J. Burke
        -------------------------------------
         Douglas J. Burke
         Managing Director