Autodaq Corporation and AutoTradeCenter.com Inc.

announced July 1 the signing of a definitive merger agreement.

According to the companies, the combined entity offers the automotive remarketing industry a comprehensive set of remarketing services for manufacturers,

leasing, rental and fleet companies as well as wholesalers and

automobile retailers.

The new AutoTradeCenter, Inc. will continue trading on the OTCBB

under the current symbol AUTC. Three members of AutoTradeCenter.com's

current Board of Directors will join the new entity's Board of

Directors following the closing of the merger. The senior management

of both entities will remain with the combined entity. Adam Boyden,

president and chief executive officer of Autodaq, will be the chief

executive officer of the new entity, and Roger L. Butterwick,

president of AutoTradeCenter.com, will be the chief financial officer.

The merged entity will retain its administrative offices and

technology group in Menlo Park, the Internet dealer services operation

center in Mesa and Coconut Creek, Florida, and the remarketing

management, lease maturity management and sales and

leadership-training center in Minneapolis.

"This is an important step that will accelerate our strategy and

position us as leaders in remarketing technology, operational

expertise and proven vehicle sales," said Boyden. "In addition to the

clear strategic benefits of combining two highly complementary

organizations, we create substantial value through significant cost

structure improvements and access to new growth opportunities. This

combination puts us into a leadership role in our industry segment."

Butterwick said, "We are creating a new kind of industry leader --

one founded on superior customer service, world-class technology and

infrastructure, and the industry's best performing products and

services. With our combined resources, we can deepen our commitment to

excellence in automotive remarketing services."

According to the companies, the new combined entity will be positioned to leverage

its experience operating remarketing programs

for such companies including Audi, Honda, Hyundai, Isuzu, Suzuki,

Volvo, Enterprise Rent-a-Car, and several other banks and financial

institutions.

Under the terms of the agreement, AutoTradeCenter.com shareholders

will receive shares of Common Stock and Preferred Stock in a

newly-formed Delaware company, AutoTradeCenter, Inc. Autodaq

shareholders will receive shares of Common Stock and various classes

of Preferred Stock in AutoTradeCenter, Inc.

As a result of the foregoing transactions, following the merger

the current shareholders of AutoTradeCenter.com will own approximately

26.5 percent of the new company's fully-diluted capital stock (including, for

purposes of this calculation, shares of Common Stock reserved for

issuance pursuant to the company's stock option plan), and the current

shareholders of Autodaq will own approximately 64 percent of the new

company's capital stock. Senior management of AutoTradeCenter.com will

receive options to purchase up to an aggregate of 4.5 percent of the new

entity's Common Stock. Shares of Common Stock reserved for issuance

pursuant to the company's stock plan will constitute the remaining 5 percent

of the company's capital stock. The transaction will be accounted for

as a purchase and is intended to qualify as tax-free to the

shareholders of AutoTradeCenter.com and Autodaq. The transaction is

expected to close in the second half of 2002. The merger is subject to

approval of the shareholders of AutoTradeCenter.com and Autodaq, as

well as other customary closing conditions. Autodaq shareholders

holding shares sufficient to approve the merger delivered voting

agreements and proxies in which they agreed to vote their shares in

favor of the merger. The agreement requires AutoTradeCenter.com to

deliver voting agreements and proxies from shareholders holding shares

sufficient to approve the merger on or before July 19, 2002. In the

event AutoTradeCenter.com fails to deliver such voting agreements as

previously described, an affiliate of Autodaq may exercise a warrant

convertible into a majority of AutoTradeCenter.com's capital stock for

nominal consideration.

Additionally, as part of the agreement, Autodaq says it loaned

AutoTradeCenter.com approximately $1 million, which

AutoTradeCenter.com used to retire its indebtedness under a credit

facility due on June 30, 2002 and to terminate a services agreement

related to such credit facility. AutoTradeCenter.com is not required

to make payments to Autodaq under the loan prior to the closing of the

merger. As partial consideration for such loan, AutoTradeCenter.com

provided an affiliate of Autodaq with a warrant to purchase shares

equal to approximately 5 percent of AutoTradeCenter.com's Common Stock on a

fully-diluted basis at an exercise price equal to the fair market

value of AutoTradeCenter.com's Common Stock.