EXTENSION AND EXCHANGE AGREEMENT

         THIS EXTENSION AND EXCHANGE  AGREEMENT  (this  "Agreement")  is entered
into  this  29th  day of  December,  2000,  by and  between  PINNACLE  FINANCIAL
CORPORATION,  an Arizona corporation ("Pinnacle") and AUTO TRADECENTER.COM INC.,
an Arizona corporation ("ATC").

         WHEREAS, ATC is indebted to Pinnacle in the current principal amount of
$2.3  Million  (the  "Current  Debt"),  with  interest  payable  monthly,  and a
principal  payment  of  $536,000  due and  payable  on  December  31,  2000 (the
"Principal Payment");

         WHEREAS,  the parties  have agreed to enter into  certain  transactions
whereby ATC will assign certain notes  receivable  from its  subsidiaries in the
current  principal  amount of $1.2  Million,  to  Pinnacle,  in  exchange  for a
reduction  of $1.2  Million  in the  Current  Debt,  subject  to the  terms  and
conditions hereunder;

         WHEREAS, ATC also requests an extension of the Principal Payment for an
additional thirty (30) days;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged by the parties IT IS AGREED:

         1. Pinnacle  agrees to accept the transfer and assignment of promissory
notes,  payable to ATC, which are attached  hereto and assigned to Pinnacle,  as
follows (the "Assignment"):

         $600,000  Outstanding  Principal in Promissory Notes from Auto Group of
San Antonio Ltd., and

         $600,000  Outstanding  Principal in  Promissory  Note from Auto Network
Group of New Mexico, Inc.

         2. The Current Debt shall be reduced on a prorata  basis to a principal
amount of $1.1 Million  ("New Debt").  The  Principal  Payment shall be extended
until January 30, 2001.  Interest  payments shall continue to be due and payable
on the New Debt,  pursuant to the terms and conditions of the Current Debt, with
the New Debt to be fully due and payable on March 31, 2001.  Except as otherwise
set forth herein,  all terms and  conditions of the Current Debt shall remain in
full force and effect.

         IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
as of the date first set forth above.

         "ATC"                                      "Pinnacle"
Auto TradeCenter.com Inc.               Pinnacle Financial Corporation



By:/S/ ROGER L. BUTTERWICK              By:/s/ MARK MOLDENHAUER
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Title:  PRESIDENT                       Title:  PRESIDENT
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