RECITALS

EXHIBIT 10.16

[*] Confidential Treatment has been requested for certain portions of this
exhibit.

DATA LICENSE AND WEB SITE AGREEMENT

This Data License and Web Site Agreement (the "Agreement") is entered into as
of April 1, 1997 (the "Effective Date"), between (i) IntelliChoice, Inc. a
California corporation with a place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxx 00000-0000 ("IntelliChoice") and (ii) Auto-By-Tel
Marketing Corporation, a California corporation with its principal place of
business at 00000 XxxXxxxxx Xxxx., Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000-0000
("ABT") and Auto-By-Tel Corporation, a California corporation with its principal
place of business at 00000 XxxXxxxxx Xxxx., Xxxxx 000, 92612-1400 and the parent
company of ABT ("Parent").

RECITALS

A. IntelliChoice provides certain information concerning new and used
automobiles and their purchase, sale, lease and financing to other
companies, including by means of an Internet World Wide Web site ("Web
Site").

B. ABT hosts several Web Sites where it provides certain data and services to
end-users wishing to purchase, sell, lease, or finance new and used
automobiles.

C. ABT wishes to license certain data from IntelliChoice for use by ABT on
its Web Site and to have IntelliChoice place certain other information on
IntelliChoice's Web Site; IntelliChoice is willing to provide such
license and services on the terms of this Agreement.

D. This Agreement sets forth the agreements of the parties on these matters
and related covenants, conditions and restrictions.

AGREEMENTS

IN CONSIDERATION OF THE ABOVE RECITALS AND THE MUTUAL PROMISES CONTAINED
HEREIN, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

A. "ABT Site" shall mean the World Wide Web site, currently published
in HTML format, available through URL xxxx://xxx.xxxxxxxxx.xxx and resident on
an ABT-owned host server which provides those persons and entities that access
that Web Site certain information concerning new and used automobiles,
financing and other related information.

B. "ABT Auxiliary Site" shall mean one or more World Wide Web sites,
available through various URLs, resident on an ABT-owned host server, which is
run by ABT for one or more Affinity Groups or Credit Unions, which provides
those persons that access that Web Site

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certain information concerning new and used automobiles, financing, and other
related information.

C. "ABT Site Clients" shall mean persons or entities that or who access
the ABT Site.

D. "Affinity Group" shall mean a group of individuals or entities that
are members of a business, charitable, mutual benefit or similar organization,
or who access the ABT or ABT Auxiliary Site via one specific web site, that has
been submitted by ABT in writing and approved as such by IntelliChoice in
writing in its reasonable discretion.

E. "Affinity Group Clients" shall mean members of an Affinity Group.

F. "Affinity Group Data" shall mean information contained in
IntelliChoice's proprietary database consisting of that type of information
described on Exhibit "A" as Affinity Group Data and such Updates to such data as
IntelliChoice may compile from time to time in its sole and complete discretion,
in the format and media provided by IntelliChoice.

G. "Affinity Group Services" shall mean those services listed on Exhibit
"A" as Affinity Group Services.

H. "Affinity Group Site" shall mean the World Wide Web site, currently
published in HTML format, and resident on the IntelliChoice host server, which
will allow Affinity Group Clients the ability to access and utilize Affinity
Group Data and Affinity Group Services, and support the "look and feel" as
further defined in Section 3.H. The Affinity Group Site shall have Links to and
from the ABT Site or ABT Auxiliary Site. Neither ABT nor IntelliChoice shall
authorize any other Link to or from the Affinity Group Site without the consent
of the other party.

I. "Client Data" shall mean data, in both individual and aggregate (i.e.,
compilation of information) form, of persons or entities that access the
IntelliChoice Site, including the Sites, such as, by way of example only, name,
information request details, purchase, lease and financing information, which is
ascertainable or recordable by IntelliChoice as the result of the access.

J. "Credit Union" shall mean a credit union that has been submitted by
ABT in writing and approved in writing as such by IntelliChoice in its
reasonable discretion.

K. "Credit Union Client" shall mean a member of a Credit Union.

L. "Credit Union Data" shall mean information contained in
IntelliChoice's proprietary database consisting of that type of information
described on Exhibit "B" as Credit Union Data and such Updates to such data as
IntelliChoice may compile from time to time in its sole and complete discretion,
in the format and media provided by IntelliChoice.

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M. "Credit Union Services" shall mean those services listed on Exhibit
"B" as Credit Union Services.

N. "Credit Union Site" shall mean the World Wide Web site published in
HTML format, and resident on the IntelliChoice host server which will allow
Credit Union Clients the ability to access and utilize Credit Union Data and
Credit Union Services, and support the "look and feel" as further defined in
Section 3.H.. The Credit Union Site shall have Links to and from the ABT Site
or ABT Auxiliary Site. Neither ABT nor IntelliChoice shall authorize any other
Link to or from the Credit Union Site without the consent of the other party.

O. "Data License" shall have the meaning specified in Section 2.A. below.

P. "Data Transfer Date" shall mean the date IntelliChoice first delivers
to ABT IntelliChoice Car Data as required by Section 2.A.

Q. "HTML" shall mean the Hypertext Markup Language.

R. "IntelliChoice Car Data" shall mean, collectively, the IntelliChoice
New Car Data and the IntelliChoice Used Car Data.

S. "IntelliChoice Client" shall mean persons or entities that or who
access the IntelliChoice Site (including the Sites).

T. "IntelliChoice Data" shall mean, collectively, the IntelliChoice New
Car Data, the Credit Union Data, the Affinity Group Data, the Credit Union Data
and any other data or information now or hereafter contained on the
IntelliChoice Site.

U. "IntelliChoice New Car Data" shall mean information contained in
IntelliChoice's proprietary database consisting of that type of information
described on Exhibit "C" as IntelliChoice New Car Data relating to information
compiled by IntelliChoice on certain makes and models of current model year
automobiles and such Updates to such data as IntelliChoice may compile from
time to time in its sole and complete discretion, in the format and media
provided by IntelliChoice.

V. "IntelliChoice Rights" has the meaning specified in Section 5.A.
below.

W. "IntelliChoice Used Car Data" shall mean information contained in
IntelliChoice's proprietary database consisting of that type of information
described on Exhibit "C" as IntelliChoice Used Car Data relating to information
compiled by IntelliChoice on certain makes and models of pre-current model year
automobiles and such Updates to such data as IntelliChoice may compile from time
to time in its sole and complete discretion, in the format and media provided by
IntelliChoice.

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X. "IntelliChoice Services" shall mean all services of any nature
provided by IntelliChoice hereunder, including without limitation, the Credit
Union Services, the Affinity Group Services, and all services and obligations
to operate, maintain, support or provide the IntelliChoice Site, including the
Credit Union Site and the Affinity Group Site, and the Links to the ABT Site
from the IntelliChoice Site.

Y. "IntelliChoice Site" shall mean the World Wide Web site, currently
published in HTML format, available through URL xxxx://xxx.xxxxxxxxxxxxx.xxx
and resident on an IntelliChoice owned host server which provides those persons
and entities that access that Web Site certain information concerning new and
used automobiles, financing and other related information, together with the
Affinity Group Site and the Credit Union Site. It is understood that the
IntelliChoice Site does not include any portion of the site resident on the host
server which IntelliChoice does not at the relevant time make available to the
general public at no cost or expense to the user.

Z. "Link" shall mean a hypertext link, in the form of a text or
graphical link, toolbar button or menu item.

AA. "Sites" shall mean, collectively, the Affinity Group Site and the
Credit Union Site.

[*] Confidential Treatment Requested

2. DATA LICENSE

A. IntelliChoice Car Data. On the terms and conditions set forth herein,
IntelliChoice hereby grants to ABT a non-exclusive, limited term,
non-transferable right and license (the "Data License"), during the Agreement
Term to (i) reproduce and display IntelliChoice Car Data solely on the ABT Site
and (ii) use, and reproduce the IntelliChoice Car Data internally, solely for
the purpose of supporting the use of the IntelliChoice Car Data on the ABT
Site. ABT will permit the use or accessing of the IntelliChoice Car Data solely
by end-users of the ABT Site by means of accessing, viewing, printing or
downloading such data from the ABT Site for their own use and not for
sublicensing, reproduction or reuse by any other person or entity. ABT does not
currently have a license governing the use of the ABT Site. In the event ABT
institutes a license governing the use of the ABT Site, IntelliChoice shall
have the right to approve, which approval shall not be unreasonably withheld,
the terms by which users of the ABT Site are authorized to access and use the
IntelliChoice Car Data. ABT may not use, perform or display the IntelliChoice
Car Data (or permit such use, performance or display by any other person or
entity) in any other format, in any other way or through any other means. The
Data License is limited to rights and uses expressly permitted by this
Agreement.

B. Limits. ABT agrees, even after the Agreement Term, to comply with the
terms of Sections 5.B. with respect to the IntelliChoice Car Data. ABT has no
rights in the IntelliChoice Data or its use not expressly set forth in Section
2.A.

C. Format. IntelliChoice Car Data will be formatted as tab-delimited,
ASCII text files. Compression methods will be used if mutually agreed. Such
format and means can change from time to time if mutually acceptable.

D. Transfer. IntelliChoice Car Data will be uploaded by IntelliChoice to
IntelliChoice's FTP server (currently "xxx://xxxx.xxxxxxxxxxxxx.xxx"). ABT will
download from such server using a name and password to be mutually agreed.

E. Update Schedule. IntelliChoice Car Data will be updated as follows.
IntelliChoice, in its sole discretion, may update the IntelliChoice Car Data
more frequently:
IntelliChoice New Car Data [*]
IntelliChoice Used Car Data [*]

3. SITES AND RELATED OBLIGATIONS

A. Creation and Maintenance of Credit Union Site. IntelliChoice shall
use reasonable commercial efforts to have the Credit Union Site complete and
available on IntelliChoice's host server for access to and use of the Credit
Union Data and Credit Union Services within 30 days of the Effective Date.
Thereafter, during the Agreement Term, IntelliChoice shall use reasonable
commercial efforts to maintain the Credit Union Site. The Credit Union Site
shall provide Credit

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Union Clients with the ability to access and use Credit Union Data and Credit
Union Services and shall provide a Link to the ABT Site or ABT Auxiliary Site
through which a Credit Union Client may fill out a Purchase Request and Link
back to the Credit Union Site.

B. Creation and Maintenance of Affinity Group Site. IntelliChoice shall
use reasonable commercial efforts to have the Affinity Group Site complete and
available on IntelliChoice's host server for access to and use of the Affinity
Group Data and Affinity Group Services within 30 days of the Effective Date.
Thereafter, during the Agreement Term, IntelliChoice shall use reasonable
commercial efforts to maintain the Affinity Group Site. The Affinity Group Site
shall provide Affinity Group Clients with the ability to access and use
Affinity Group Data and Affinity Group Services and shall provide a Link to the
ABT Site or ABT Auxiliary Site through which a Affinity Group Client may fill
out a Purchase Request and Link back to the Affinity Group Site.

C. Creation and Maintenance of ABT and ABT Auxiliary Sites. ABT shall use
reasonable commercial efforts to have the ABT and/or ABT Auxiliary Sites
complete and available on ABT's host server with Links to the Credit Union Site
and Affinity Group Site, the capability to capture a Purchase Request from a
Credit Union Client or Affinity Group Client, Links back to the linking site,
and the ability to track purchase requests, within 30 days of the Effective
Date. Thereafter, during the Agreement Term, ABT shall use reasonable
commercial efforts to maintain the ABT Site or ABT Auxiliary Site with these
capabilities. IntelliChoice may terminate this Agreement upon 90 days written
notice to ABT if ABT either (i) establishes Websites or portions thereof
serving in excess of 25% of the aggregate number of its credit union clients
which Websites or portions thereof contain third party data similar or
competitive with the Credit Union Data, or (ii) establishes Websites or
portions thereof serving in excess of 25% of the aggregate number of its
affinity group clients which Websites or portions thereof contain third party
data similar or competitive with the Affinity Group Data. In the event of a
termination pursuant to the immediately preceding sentence, IntelliChoice shall
be entitled to all moneys earned through he date of termination, ABT shall be
relieved of any obligation to pay moneys which have not been earned at the date
of termination. Any such termination shall not be deemed a default by either
ABT or IntelliChoice, and after such termination, this Agreement shall be of no
further force or effect.

D. Registering and Deregistering Credit Union and Affinity Sites. ABT
shall submit to Intellichoice in writing each affinity group or credit union
proposed to be registered as an Affinity Group or Credit Union. IntelliChoice
shall respond in writing with its approval, within its reasonable discretion,
within five business days. ABT shall notify IntelliChoice in writing of any
Affinity Group or Credit Union which ABT has deregistered.

E. Access and License Rights. The right of Credit Union Clients and
Affinity Group Clients to access and use the Credit Union Site and/or the
Affinity Group Site shall be subject to all rules and policies and all license
terms and restrictions generally applied by IntelliChoice to the IntelliChoice
Site.

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F. Links To ABT Site. IntelliChoice shall create and, during the Agreement
Term after creation, maintain Links embedded in the IntelliChoice Site linking
it to the ABT Site in: (i) that portion of the IntelliChoice Site which
provides new vehicle information; and (ii) that portion of the IntelliChoice
Site which provides used vehicle information. IntelliChoice agees that, during
the Agreement Term, it shall not create Links from the IntelliChoice Site to any
web site operated by Auto Web, Xxxxxxxx and Xxxxxxxx, XXX International,
StoneAge or AutoTown on its own branded host server (each, an "Excluded Site").
Irrespective of the foregoing, a site shall not be deemed an Excluded Site if
the site is labeled or co-labeled as a site of Microsoft Corporation and any
Link to that site is undertaken as an obligation of a contract which is in force
between IntelliChoice and Microsoft prior to the date that this contract is
signed. In addition, during the Agreement Term, IntelliChoice shall not create a
Link to any other web site which specifically identifies or characterizes that
website as a "vehicle buying" program or service. The foregoing sentence shall
not prevent IntelliChoice from providing any Link to any web site other than the
Excluded Sites, including sites that provide vehicle buying programs or
services, so long as such Link does not itself specifically identify or
characterize the website as a vehicle buying program or service. In addition,
during the Agreement Term, IntelliChoice shall from time to time, on a rotating
on and off basis, place banner advertising for the ABT Site on the IntelliChoice
Site, in places, sizes and frequency determined by IntelliChoice in its
discretion.

G. Identification Technology. ABT has developed software (the "Tracking
Software") designed to identify which Clients pass from the ABT Site to the
IntelliChoice Site (including the Affinity Group Site or the Credit Union Site)
or from the IntelliChoice Site to the ABT Site using any Links on either Site
or otherwise qualify for a Purchase Referral (as defined below). Additionally,
IntelliChoice and ABT may, together or independently, desire to create or
modify such Tracking Software.). In such event, the parties will use reasonable
efforts to agree upon the criteria for the Tracking Software and to allocate
development obligations. Unless otherwise agreed, each party will bear its own
expense in connection with such development. Each party shall retain all rights
to Tracking Software which they have developed.

H. Rights. The Sites and all proprietary rights used on the Sites or in
connection therewith (including any search engines, data, software, trademarks
or tradenames and other IntelliChoice Rights) shall be published by and owned
and operated solely by IntelliChoice. The rights of ABT, Credit Union Clients
and Affinity Group Clients to access and use the Site (and data and services
provided thereon) shall in all respects be non-exclusive. IntelliChoice will
have any rights in the Client Data that are authorized by any IntelliChoice
Client or are otherwise available to it at law or in equity. Except for the
obligation of IntelliChoice to provide the Credit Union Data and Credit Union
Services on the Credit Union Site and to provide the Affinity Group Data and
the Affinity Group Services on the Affinity Group Site, all aspects of the
creation and maintenance of the Sites shall be in IntelliChoice's sole
discretion, including formats, layouts, content, locations, etc.
Notwithstanding the foregoing sentence, the Affinity Group Site and the Credit
Union Site will be designed so that users may reasonably perceive such Sites as
part of the ABT Site through the use of the "look and feel" of the ABT Site.
ABT will provide graphic

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images, user interface specifications and any navigational information
necessary to reproduce such look and feel, and IntelliChoice Agrees, subject
the following sentence, to incorporate ABT comments on the format, layout,
content, locations, etc. of the Affinity Group Site and the Credit Union Site
with the goal of reasonably recreating such look and fee. The parties agree
that "look and feel" refers to the general background of the screen, and that
the functionality of the Sites (e.g. the design of the searching capabilities,
the layout of the CarBuilder application, etc.) will not be modified from the
way that IntelliChoice has designed such functionality. Additionally, the
uniform reference locator of the Sites will begin with the prefix
"xxxx://xxx.xxxxxxxxxxxxx.xxx/" followed by the name of ABT's choice. At the
option of IntelliChoice, the Sites may contain graphical and textual
representations of the ABT Trademarks; provided, that the style, content and
format of such ABT Trademarks shall be subject to the provisions of Section 6.

4. ADDITIONAL OBLIGATIONS

A. Responsibility for ABT Site. ABT shall have all obligations and
responsibilities (as well as ownership) of the ABT Site and its publication
(subject to the rights of IntelliChoice licensed hereunder). ABT shall embed in
the ABT Site text and graphical Links that will prominently feature
IntelliChoice as a provider of data and services for the ABT Site and ABT
Clients; such Links shall at a minimum appear in the ABT "Information Provider"
section of the ABT Site (which Link shall be at least as prominent as any
other Link in such section other than for "CarPoint") and in each place the
IntelliChoice Car Data in available; each such Link shall be approved by
IntelliChoice. In addition, in each place the IntelliChoice Data is available,
IntelliChoice shall be prominently disclosed and credited as the provider of
such data. To the extent that any Links or references contain the IntelliChoice
corporate name or IntelliChoice Trademarks (as hereinafter defined),
construction and design of such Links or reference shall be subject to the
provisions of Section 6 hereof. Without limiting ABT's obligations hereunder,
it must comply with all applicable laws and regulations relating to the use of
the Internet, including laws and regulations regarding prohibited usage,
materials and transmission on the Internet. As between ABT and IntelliChoice,
ABT shall be reasonable for the compliance with such laws and regulations of its
affiliates, employees, agents, consultants, customers and guests.

B. Responsibility for IntelliChoice Site. IntelliChoice shall have all
obligations and responsibilities (as well as ownership) of the IntelliChoice
Site and its publication. Any Link to the ABT Site shall be approved by ABT. To
the extent that any Links or references contain the ABT corporate name or ABT
Trademarks (as hereinafter defined), construction and design of such Links or
reference shall be subject to the provisions of Section 6 hereof. Without
limiting IntelliChoice's obligations hereunder, it must comply with all
applicable laws and regulations relating to the use of the Internet, including
laws and regulations regarding prohibited usage, materials and transmission on
the Internet. As between ABT and IntelliChoice, IntelliChoice shall be
responsible for the compliance with such laws and regulations of its
affiliates, employees, agents, consultants, customers and guests.

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[*] Confidential Treatment Requested

C. Acceptance. ABT shall have one week following the date a Site becomes
available during which to review and conduct testing of the Site to determine
whether it provides access to the applicable data and services. If, during the
course of such testing ABT reasonably determines that the IntelliChoice Site
fails to substantially provide such access (generally, "non-conformities"), it
shall so notify IntelliChoice in a writing which sets forth the
non-conformities discovered. IntelliChoice shall have a period of one week
thereafter in which to correct such non-conformities and publish a revised
version of the Site to ABT for further testing pursuant to the procedures set
forth in this Section. The foregoing procedures shall be repeated until ABT
determines that there are no material non-conformities in the Site. In the
event the IntelliChoice Site is not approved after two (2) iterations of the
foregoing process, ABT may terminate this Agreement, which termination shall
end all obligations of the parties and shall be without further liability or
obligation by either party, other than obligations which survive termination.
Should ABT not reject the Site by providing the writing described above within
one week, ABT shall be deemed to have accepted the Site (an "Acceptance").

5. COMPENSATION

A. Initial Fee. ABT agrees to pay to IntelliChoice, upon execution of
this Agreement, a one-time fee of [*] as a fee to create the Sites (the
"Initial Fee").

B. Monthly Fees. In consideration of the Data License and the provisions
of Section 3.F, ABT agrees to pay IntelliChoice monthly fees (the "Monthly
Fees") as follows: (i) for the first six months following the Data Transfer
Date, the sum of [*] per month; and (ii) for the remainder of the Agreement
Term, the sum of [*] per month. The Monthly Fees shall be due in advance on the
Data Transfer Date and of the same calendar day of each month during the
Agreement Term thereafter. Nothing in this Agreement, except a termination of
this Agreement per Section 10 shall relieve ABT of the Monthly Fee obligation.

C. Affinity Client Fee. In consideration of the Affinity Group Site,
Affinity Group Data and Affinity Services, ABT agrees to pay IntelliChoice [*]
per month for each Affinity Client ABT has registered with IntelliChoice during
such month. Affinity Group Clients registered during a month shall be charged to
a pro-rata basis for such month. There shall be no pro-rations for any month in
which an Affinity Client is de-registered by ABT.

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[*] Confidential Treatment Requested

D. Referral Fees

(i) Credit Unions: Links. For each "Referral" (as defined
below) for new vehicles submitted by an IntelliChoice Client
(other than an Affinity Group Client) or by a Credit Union
Client, ABT shall pay IntelliChoice a onetime fee of [*]. For
each Referral for used vehicles purchased by an IntelliChoice
Client (other than an Affinity Group Client) or by a Credit Union
Client, ABT shall pay IntelliChoice a onetime fee of [*].

(ii) Affinity Group. For each Referral from an Affinity Group
Client for a new or used vehicle, ABT shall pay IntelliChoice a
onetime fee of [*].

(iii) Referral. A Referral shall mean any completion of a
purchase request (a "Transaction Request") by any IntelliChoice
Client (including any Credit Union Client or Affinity Group
Client) that accesses the IntelliChoice Site (including the
Sites) and thereafter submits a Transaction Request with ABT
(whether at the ABT Site, the IntelliChoice Site, or elsewhere),
whether or not the applicable client initiates first contact
through the ABT Site or the IntelliChoice Site and whether or not
such IntelliChoice Client makes a direct Link to the ABT Site or
accesses the ABT Site or otherwise makes a Transaction Request at
some later date. It is understood that each request for lease,
financing or similar purpose will only occur in conjunction with,
or after, a Transaction Request, and not independent of a
Transaction Request. The parties will establish mechanisms in
addition to the Tracking Software to track such Clients,
including mechanisms to determine whether each person or entity
that completes a Transaction Request accessed the IntelliChoice
Site at any prior time. Multiple requests from an individual car
buyer made within [*] shall count as one Referral. Multiple
requests from an employee of a credit union or affinity group,
made on behalf of credit union or affinity group members, shall
count as one Referral only to the extent that only one Referral
would have been counted if the credit union or affinity group
members had made the requests themselves. Referrals shall be paid
monthly, within twenty (20) days after the calendar month in
which the Referral is made. Each payment of Referral Fees shall
be accompanied by a detailed report, showing the transactions
upon which the fees are based (including the name of each Credit
Union Client, Affinity Group Client and the details of the
transaction). Referral Fees will be payable after the Agreement
Term for IntelliChoice Clients who access the IntelliChoice Car
Data during the Agreement Term and make a Transaction Request
within one (1) month after the Agreement Term.

E. Books and Records: Audit. ABT agrees to maintain, until two (2)
years after the termination of this Agreement, complete books, records and
accounts regarding all Purchase Requests. ABT agrees to allow IntelliChoice's
independent auditor, no more than three times each calendar year, to audit and
examine such books, records and account during ABT's normal

business hours and upon at least five (5) days' prior written notice to ABT, in
order to verify the accuracy of the reports under this Section. Such audit
shall be subject to the auditor's agreement to confidentiality restrictions
substantially similar to the terms and conditions of Section 10 if so
requested by ABT. Such auditor shall report to ABT and IntelliChoice only
whether any Purchase Referral Fees were under-reported and, if so, the amount
of such under-reporting. If such auditor reasonably determines that ABT has not
made full accounting to IntelliChoice under this Agreement, ABT agrees to
promptly pay IntelliChoice the amount of such shortfall (together with late
charges as applicable). If such auditor reasonably determines that ABT has
overpaid IntelliChoice under this Agreement, ABT shall have a credit balance in
its account with IntelliChoice of the amount of such overpayment. In addition,
if any such examination reveals an under reporting to IntelliChoice with
respect to Purchase Referral Fees of five percent (5%) or more, ABT shall
reimburse IntelliChoice its costs of such examination.

F. Taxes. ABT shall pay or, at IntelliChoice's option, reimburse
IntelliChoice for any and all taxes, duties and assessments imposed on ABT or
IntelliChoice in connection with the license and other transactions
contemplated in this Agreement, including, without, limitation, all sales, use,
excise and other taxes and duties, and excluding only taxes based upon
IntelliChoice's income, and taxes (other than sales, use, and excise taxes) due
by IntelliChoice under current taxing authority rules and regulations.

G. Late Charges. Downtime Offsets: Etc. Any amounts not paid when due
shall bear interest at the lesser of fifteen percent (15%) per annum and the
maximum legal rate. All amounts shall be payable without offset, except the
offset of a credit balance determined in Section 5E. Downtime or unavailability
of a Site for any reason within the reasonable control of IntelliChoice for
greater than seven (7) days in a month shall give ABT the right to terminate
this Agreement, upon 30 day's notice, if the Site continues to be unavailable
or down for seven (7) days within the notification period. A termination under
this clause is not a default by IntelliChoice, and this Agreement will
terminate without other force or effect. Upon termination, IntelliChoice is
entitled to all moneys earned through the date of termination. ABT is relieved
of any obligation to pay fees which have not been earned at the date of
termination.

H. Obligations of Parent. Parent hereby agrees that it is jointly and
severally liable for all of the obligations of ABT hereunder. Parent
acknowledges that it is obtaining direct benefit from this contract by reason
of its ownership of ABT and its direct and indirect interests in the
transactions contemplated hereby.

6. PROPRIETARY RIGHTS.

A. Ownership. ABT agrees that IntelliChoice owns all right, title and
interest in the IntelliChoice Data, the IntelliChoice Site, and all technology
incorporated therein or used therein, and any and all presentations,
modifications, enhancements and copies thereof, and in all trademarks, trade
names, inventions, copyrights, patents, know-how and trade secrets used in or
connection with the IntelliChoice Data, the IntelliChoice Site, and/or any
software used on or in

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connection with the IntelliChoice Site (collectively, the "IntelliChoice
Rights"). ABT's use of the IntelliChoice Rights is authorized only for the
purposes and to the extent set forth in this Agreement, and upon termination of
this Agreement such authorization will cease immediately and ABT will deliver
to IntelliChoice any tangible embodiments of any of the IntelliChoice Rights.
ABT has no rights in or to any of the IntelliChoice Rights other than as
expressly set forth in this Agreement and will acquire no additional rights
during the Agreement Term.

B. Limits. The right to use the IntelliChoice Car Data and to access
the Sites in accordance with the terms of this Agreement does not convey any
license, expressly or by implication, to manufacture, duplicate or otherwise
copy or reproduce any IntelliChoice Data except as expressly provided in this
Agreement. ABT agrees, during and after the Agreement Term: (a) not to copy
(other than regular back-up copies), modify, disassemble, reverse engineer or
decompile any IntelliChoice Rights, (b) not to copy, perform, distribute or
sublicense the IntelliChoice Rights except as expressly permitted hereby, and
(c) to maintain the IntelliChoice Rights which are not publicly available in
complete confidence without disclosure to any third party (except employees
with a need for access who agree to comply with your obligations), notify us
immediately of any unauthorized disclosure or use, and cooperate with
IntelliChoice to protect all proprietary rights in and ownership of the
Intellectual Property. ABT may not retain, modify, copy, or distribute any
IntelliChoice Rights which are accessed via the IntelliChoice Site. In addition,
ABT acknowledges that no ABT Client, Credit Union Client or Affinity Group
Client is granted permission to retain, modify, copy, or distribute any
IntelliChoice Rights which are accessed via the IntelliChoice Site or the Sites.
ABT will promptly notify IntelliChoice in writing of any such retention,
modification, copying, or distribution of which it obtains actual knowledge or
has reason to believe, and ABT agrees that any Credit Union or Affinity Group
who suffers such retention, modification, or distribution shall immediately be
deregistered.

C. Improvements. All right, title and interest in and to any
developments, modifications, derivations, continuations or improvements made,
discovered or used by IntelliChoice or ABT during and after the term of this
Agreement arising out of or in connection with the IntelliChoice Site or the
IntelliChoice Data, including but not limited to, the presentation, retrieval,
display, charge for access to the IntelliChoice Data (if any), shall belong
exclusively to IntelliChoice, and ABT is not hereby granted any license
thereto. ABT hereby retains all right, title and interest in and to all
suggestions, drawings, reports, designs, specifications, screen displays and
other materials or assistance provided by ABT and acknowledged as such in
writing by IntelliChoice with respect to the Sites.

7. TRADEMARKS AND MARKETING

A. Trademarks. The trademarks, trade names and other product and company
identifiers of IntelliChoice that IntelliChoice may adopt from time to time,
including but not limited to IntelliChoice. Just the Facts, CarCenter,
CarBuilder, and Window Sticker Plus (collectively, the "IntelliChoice
Trademarks"), are the sole property of IntelliChoice. Except for the use of
IntelliChoice's Corporate name and logo among other customer names and logos in
a

12
13
listing of ABT's customers, or as otherwise set forth in this Agreement, ABT
shall not use IntelliChoice's corporate name or the IntelliChoice Trademarks
with any product or service for any means, including any promotional
advertisement without IntelliChoice's prior written consent. Any IntelliChoice
Trademarks which ABT uses must be reproduced with the appropriate trademark
notations in accordance with IntelliChoice's instructions and in the form and
manner designated by IntelliChoice. The trademarks, trade names and other
product and company identifiers of ABT that ABT may adopt from time to time
(collectively, the "ABT Trademarks"), are the sole property of ABT. Except for
the use of ABT's Corporate name and logo among other customer names and logos
in a listing of IntelliChoice's customers, or as otherwise set forth in this
Agreement, IntelliChoice shall not use ABT's corporate name or the ABT
Trademarks with any product or service for any means, including any promotional
advertisement without ABT's prior written consent. Any ABT Trademarks which
IntelliChoice uses must be reproduced with the appropriate trademark notations
in accordance with ABT's instructions and in the form and manner designated by
ABT.

B. Marketing. All representations of IntelliChoice Trademarks that ABT
shall incorporate on the ABT Site or ABT Auxiliary Sites shall be exact copies
of those used by IntelliChoice or shall be first submitted to IntelliChoice for
approval (which shall not be unreasonably withheld) of design, color, and other
details. ABT shall incorporate the IntelliChoice name and logo in all marketing
materials or promotional advertisement related to the Sites; provided, however,
that any promotional advertisement, marketing material or other public
communication used for such purpose shall not be published or disseminated
without the prior written approval of IntelliChoice.

8. WARRANTY; DISCLAIMERS OF WARRANTY

A. Services. IntelliChoice warrants that, during the Agreement Term, the
IntelliChoice Services will be provided in a professional, workerlike manner.
If a claim occurs under this warranty, ABT must notify IntelliChoice within 30
days after ABT becomes aware of any facts supporting the claim. IntelliChoice
will either correct the problem or re-perform the Services. THESE ARE
INTELLICHOICE'S ONLY OBLIGATIONS AND ABT'S ONLY REMEDY FOR BREACH OF WARRANTY,
EXCEPT FOR THE PROVISIONS OF SECTION 5.G., WITHOUT LIMITING SECTION 8.D.,
INTELLICHOICE MAKES NO OTHER WARRANTY, GUARANTY OR PROMISE CONCERNING THE
INTELLICHOICE SERVICES EXCEPT FOR THE PROVISIONS OF SECTION 5.G.

B. Data. IntelliChoice has conducted research to obtain the
IntelliChoice Data in the manner IntelliChoice considers to be commercially
reasonable from sources IntelliChoice considers to be reliable. IntelliChoice
has made no independent verification of the accuracy of the information it has
received. The IntelliChoice Data is comprised of the most recent available
information in IntelliChoice's database. Timeliness of data is dependent upon
IntelliChoice's collection schedule and the level of cooperation from third
parties, including, but not limited to, dealers and car manufacturers.
IntelliChoice cannot assure that the IntelliChoice Data will be

13
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current at any time. WITHOUT LIMITING SECTION 8.D, INTELLICHOICE MAKES NO
GUARANTY, WARRANTY OR REPRESENTATION WITH RESPECT TO INTELLICHOICE DATA OR ANY
OTHER INFORMATION CONTAINED IN THE INTELLICHOICE SITE, INCLUDING AS TO
COMPLETENESS, ADEQUACY, ACCURACY OR CURRENT NATURE.

C. Sites. IntelliChoice shall use reasonable commercial efforts to
maintain the Sites. If ABT claims IntelliChoice has breached this obligation,
ABT must notify IntelliChoice within 30 days after ABT becomes aware of any
facts supporting the claim. IntelliChoice will correct the problem as soon as
commercially reasonable. THIS IS INTELLICHOICE'S ONLY OBLIGATION AND ABT'S ONLY
REMEDY FOR BREACH OF THIS OBLIGATION EXCEPT FOR THE PROVISION OF SECTION 5.G.
WITHOUT LIMITING SECTION 8.D, INTELLICHOICE MAKES NO GUARANTY, WARRANTY OR
REPRESENTATION WITH RESPECT TO THE AVAILABILITY OR PERFORMANCE OF THE
INTELLICHOICE SITE (INCLUDING THE SITES), OR THE PERFORMANCE OF ANY HOST SERVER
ON WHICH SUCH SITES ARE RESIDENT. IN ADDITION, ABT RECOGNIZES THAT
INTELLICHOICE HAS NO CONTROL OVER THE INTERNET OR ACCESS PROVIDERS THEREFORE
AND HAS NO RESPONSIBILITY OF ANY NATURE WITH RESPECT THERETO.

D. General Disclaimer. Except as expressly set forth in this
Section 8., INTELLICHOICE MAKES NO WARRANTIES WITH RESPECT TO THE INTELLICHOICE
SERVICES, THE INTELLICHOICE DATA, THE INTELLICHOICE SITE OR ANY INFORMATION
CONTAINED THEREIN, OR ANY OTHER SUBJECT MATTER OR TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND INTELLICHOICE
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR INFRINGEMENT WITH RESPECT TO ANY SUCH MATTERS.

9. LIMITATION OF LIABILITY.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOSS OF
USE (EXCEPT FOR THE PROVISIONS OF SECTION 5.G.), LOSS OR INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
KIND, HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE), XXXXXX LIABILITY, STATUTORY CLAIM OR ANY OTHER THEORY OF
LIABILITY. THE FOREGOING LIMITATION SHALL APPLY WHETHER OR NOT EITHER PARTY
KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL
INTELLICHOICE BE LIABLE FOR (A) ANY REPRESENTATION OR WARRANTY MADE TO ANY
CLIENT OR OTHER THIRD PARTY BY ABT, OR ANY AGENT OF ABT, OR (B) THE
UNAVAILABILITY OF THE INTELLICHOICE SITE, THE INTELLICHOICE DATA OR OTHERWISE.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS TO ITS
LIABILITY, IF ANY, UNDER SECTION 11,

14
15

[*] Confidential Treatment Requested

INTELLICHOICE'S ENTIRE AGGREGATE LIABILITY TO ABT FOR DAMAGES CONCERNING
PERFORMANCE OR NONPERFORMANCE OR IN ANY WAY RELATED TO THE SUBJECT MATTER
HEREOF, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN
CONTRACT OR IN TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, STATUTORY OR OTHER
THEORY OF LIABILITY, SHALL NOT EXCEED THE HIGHEST AMOUNT OF PAYMENTS OF MONTHLY
FEES MADE HEREUNDER BY ABT WITHIN ANY CONSECUTIVE SIX MONTH PERIOD. IN THAT
REGARD, ABT ACKNOWLEDGES THAT ABT IS RECEIVING VALUE FROM INTELLICHOICE'S
OBLIGATIONS HEREUNDER AS THEY ARE RECEIVED, SO THAT DAMAGES ARE GENERALLY
NEITHER BACKWARD OR FORWARD LOOKING.

10. TERM AND TERMINATION

A. Term. This Agreement shall commence on the Effective Date and shall
continue in full force and effect for [*] after the Data Transfer Date unless
earlier terminated in accordance with the provisions of this Agreement (the
"Initial Term"). Thereafter, this Agreement shall renew automatically for [*]
(the "Renewal Terms") unless-either party provides thirty (30) days prior
written notice to the other party of its intent to terminate for convenience.
The Initial Term and any Renewal Term are collectively the ""Agreement Term".

B. Termination for Cause. If either party defaults in the performance of
any provision of this Agreement, and the default is one which is reasonably
susceptible of cure, then the non-defaulting party may give written notice to
the defaulting party that if the default is not cured within thirty (30) days
this Agreement will terminate. If the non-defaulting party gives such notice
and the default is not cured within thirty (30) days, this Agreement shall
terminate automatically without any obligation on the non-defaulting party to
provide any further notice of termination. If the default is one which is not
reasonably susceptible of cure, this Agreement shall terminate immediately upon
the giving of notice by the non-defaulting party, with no cure period provided.

C. Effect of Termination.

(I) Upon the termination of this Agreement, the following provisions
shall take effect:

(A) The rights and licenses granted under this Agreement,
including IntelliChoice's obligations under Section 3, shall automatically
terminate and ABT shall cease any use of any IntelliChoice Rights, and
IntelliChoice shall cease use of any ABT Rights;

(B) All payments owed to IntelliChoice shall become due and
payable;

(C) Except as otherwise provided herein, the non-breaching
parties shall have all other rights and remedies available at law or in equity
(and for such purposes, each party

15
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acknowledges that injunctive relief will be appropriate to protect the other
party's Rights, which are unique and special and which cannot be protected
through the award of damages); and

(D) The provisions of Sections 2.B, 6, 7.A, 8.D, 9, 10.C,
11, 12, and 13 shall survive the termination of this Agreement.

11. CONFIDENTIALITY

A. Obligation of Confidentiality. The parties acknowledges that by
reason of their relationship to each other hereunder, each shall have access to
certain information and materials concerning the other's business, plans,
customers, technology and products that is confidential and of substantial
value to that other party, which value would be impaired if such information
were disclosed to third parties. Confidential Information shall consist of the
IntelliChoice Rights (as to IntelliChoice) and, as to each party, such other
information and materials of such party as are marked as "Confidential",
"Proprietary" or some similar designation ("Confidential Information"). Each
party agrees that it shall not use in any way, for its own account or the
account of any third party, nor disclose to any third party, any such
Confidential Information revealed to it by the other party (except to carry out
its express rights and obligations under this Agreement) and shall take every
reasonable precaution to protect the confidentiality of such information.

B. Exceptions. Information shall not be deemed Confidential
Information hereunder if such information: (I) is known to the recipient on the
Effective Date directly or indirectly from a source other than one having an
obligation of confidentiality to the providing party; (II) hereafter becomes
known (independently of disclosure by the providing party) to the recipient
directly or indirectly from a source other than one as to which the recipient
is aware that such source has an obligation of confidentiality to the providing
party; (III) becomes publicly known or otherwise ceases to be secret or
confidential, except through a breach of this Agreement by the recipient; or
(IV) was independently developed by the recipient without use of or reference
to the providing party's confidential information.

12. TRADEMARK INDEMNITY

Each party shall defend, or at its option settle, any claim brought
against the other by a third party and shall indemnify and hold harmless the
other party against all costs and expenses of such claims alleging that, in the
case of IntelliChoice, ABT's Trademarks, and, in the case of ABT,
IntelliChoice's Trademarks, infringe a trademark, trade name, service xxxx or
other intellectual property right of such third party, provided however, that:
(i) the party to be indemnified shall notify the indemnifying party promptly of
any such claim and gives the indemnifying party full and complete authority,
information and assistance to defend or settle such claim at the indemnifying
party's expense; and (ii) the party to be indemnified gives the indemnifying
party full control of the defense and all negotiations for its compromise and
settlement.

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13. GENERAL

A. Successors and Assigns. This Agreement and the rights and
obligations hereunder may not be assigned or sublicensed by either party. Any
attempt by either party to license, assign or transfer any of the rights,
duties or obligations under this Agreement is void. Notwithstanding the
foregoing, IntelliChoice may assign or transfer this Agreement in connection
with any sale, or transfer of substantially all the ownership of IntelliChoice
or its assets. Subject to the foregoing, this Agreement will benefit and bind
the successors and assigns of the parties. For purposes of the foregoing, any
transaction or series of transactions (other than a public offering) which
results in an aggregate transfer of fifty percent (50%) or more of the assets
or stock of ABT shall be considered an assignment of for purposes of this
Agreement.

B. Notices. All notices the parties may give to each other will be in
writing and by personal delivery or by first class mail, registered or
certified, postage prepaid with return receipt requested, addressed to the
other party at the address provided at the beginning of the Agreement or to
such other address as the parties designate to the other in writing pursuant to
this Section. 12.B. A notice under this Agreement will be effective on personal
delivery or three (3) days after deposit, if by U.S. mail.

C. Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall continue in full force and effect. EACH PART OF THIS AGREEMENT
THAT LIMITS LIABILITY, DISCLAIMS WARRANTIES OR GUARANTEES, OR EXCLUDES DAMAGES
IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED THAT
WAY. IF ANY REMEDY FAILS TO FULFILL ITS ESSENTIAL PURPOSE, THE LIMITATIONS OF
LIABILITY AND EXCLUSIONS OF DAMAGES REMAIN IN EFFECT.

D. Waivers. Any waivers must be in writing and the waiver of one breach
or default in exercising any rights will not constitute a waiver of any
subsequent breach or default.

E. Attorney's Fees. If any action or arbitration is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be
entitled to reasonable attorney's fees and costs, in additions to any other
relief to which that party may be entitled and awarded by a court of competent
jurisdiction, including any fees and costs incurred on any appeal.

F. Integration. This Agreement represents the entire agreement between
the parties, may only be amended by a writing signed by both parties and
supersedes all prior agreements and understandings with respect to the matters
covered by this Agreement.

G. Force Majeure. Neither party will be liable to the other for delays
or failures in performance arising out of or resulting from causes beyond the
reasonable control of that party, including, without limitation, acts of God,
labor disputes or disturbance, material shortages or

17
18
rationing, riots, acts of war, governmental regulation, communication or
utility failures, or casualties.

H. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, and all of which
together will constitute the Agreement.

I. Injunctive Relief. In addition to any of the other remedies available
to the parties hereto, each party agrees that it shall be entitled to a decree
of specific performance or an injunction restraining violations of a parties'
proprietary rights (including any violation of Section 10 of this Agreement).
No remedy provided herein is intended to be exclusive of any other remedy, and
each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or equity.

J. Governing Law. This Agreement shall be governed by the laws of the
State of California.

K. Expenses. Each party hereto shall pay such party's own expenses
incurred (including, without limitation, the fees of counsel) on such party's
behalf in connection with this Agreement or the performance of its services
hereunder.

L. Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties hereto as to the subject matter of this Agreement,
and supersedes all prior or contemporaneous written or oral communications or
agreements between the parties regarding the subject matter hereof. Without
limiting the foregoing, neither party has any obligation to provide any
services or data not expressly set forth in this Agreement, including any
additional development work, maintenance or support. This Agreement may only be
amended by written agreement between parties.

M. Independent Contractors. The parties will act as independent
contractors in the performance of this Agreement, and nothing contained in this
Agreement will be construed to (i) give either party the power to direct and
control the day-to-day activities of the other, (ii) constitute the parties, as
partners, joint venturers, co-owners or otherwise as participants in a joint or
common undertaking, or (iii) allow either party to create or assume any
obligation on behalf of the other party for any purpose whatsoever. All
financial obligations associated with each party's business are the sole
responsibility of that party. All sales and other agreements between ABT and
ABT Clients are ABT's exclusive responsibility and will have no effect on ABT's
obligations under this Agreement. All sales and other agreements between
IntelliChoice and IntelliChoice Clients and IntelliChoice's exclusive
responsibility and will have no effect on IntelliChoice's obligations under
this Agreement.

N. Arbitration. Any controversy between ABT and IntelliChoice related
directly or indirectly to any this Agreement or any rights or obligations
hereunder (including as to whether a

19
dispute is subject to arbitration) will be settled by binding arbitration under
the commercial rules of the American Arbitration Association then in effect,
except as specifically stated in this Agreement. It does not matter whether the
controversy is based on contract, tort, strict liability or other legal theory.
Despite the foregoing, ABT and IntelliChoice will not arbitrate controversies
involving violation of any of the proprietary rights of either party (including
of the IntelliChoice Rights) or of third parties. Any arbitration will be held
in Santa Clara, California, by one arbitrator with significant knowledge about
the electronic information services industry. Each party reserves the right to
obtain an interim or permanent injunction in court to prevent infringement,
misappropriation or other violation of its proprietary rights of and/or the use
of rights in violation of this Agreement. The Federal Arbitration Act, 9 U.S.C.
Sections 1-15, not state law, will govern the arbitrability of all claims and
all aspects of any arbitration. The arbitrator will not have authority to award
any punitive, exemplary or other non-compensatory damages or any penalties
relating to any dispute arbitrated or litigated. At the request of a party, the
arbitrator will establish a discovery schedule that will: (i) allow each party
to notice the depositions of up to three persons (and the length of any such
deposition will not exceed two days), (ii) allow each party to serve up to 10
requests for production of up to forty documents or things, and (iii) require
each party to notify the other party of the names and address of each person
knowing any facts relating to the claims being arbitrated and describing
briefly for each person the relevant facts known by that person. Each party
will be allowed at least 20 days after receiving those names and addresses to
notice the depositions stated in (i) above. The scope of the depositions,
requests for production and the extent of the parties' obligations to respond
will be governed by the Federal Rules of Civil Procedure. Except as provided
above, there will be no discovery in any arbitration that results from this
Agreement.

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IN WITNESS WHEREOF, the parties by their duly authorized representatives
have entered into this Agreement as of the Effective Date.

Auto-By-Tel Marketing Corporation IntelliChoice, Inc.

By: /s/ XXXX X. XXXXXXX By: /s/ XXXXX X. XXXX
----------------------------- ----------------------------
Xxxx X. Xxxxxxx, Xxxxx X. Xxxx, President
Vice President & Secretary

Auto-By-Tel Corporation

By: /s/ XXXX X. XXXXXXX
-----------------------------
Xxxx X. Xxxxxxx,
Vice President & Secretary

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EXHIBIT A
Affinity Group Data and Services

URL:

xxx.xxxxxxxxxxxxx.xxx/(xx be specified)

CONTENT AND FUNCTIONALITY:

Current model-year vehicle criteria search engine:
Search Criteria:
Drive
Passenger Doors
Transmission
Body Style
Base Price or Monthly Payment (Max)
Horsepower (Min)
EPA City Mileage (Min)
EPA Highway Mileage (Min)
Seating Capacity (Min)
Specified Safety Features
Specified Optional Features
Search Results:
IntelliChoice Value Rating
Vehicle Name
Base Price
Monthly Loan Payment

New Car Pricing Reports: (Example is attached as Exhibit A-1)
ABT supplied header image
Model and Trim-Line Name
Pricing Data:
Last Mfg. Price Change
Mfg. Code
Base Invoice Price
Destination Charge
Consumer Rebate
Dealer Incentive
Consumer Information:
General:
MPG (City/Highway)
Full Warranty
Dimensions:
Wheelbase
Overall Length
Curb Weight
Cargo capacity
Seating Capacity
Front Headroom
Front Legroom
Safety:
ABS Brakes

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Automatic Seatbelts
Driver Side Airbag
Passenger Side Airbag

Standard Features
Packages
Features
IntelliChoice Attribution

Listing and photo of current model-year Best Overall Value of the Year
(XXXX) winners by category (At ABT's option)

Listing of all current Manufacturer Rebates and Incentives (At ABT's
option)

Listing of current National and Regional Manufacturer leases included
those awarded the IntelliChoice Gold Star Lease Award (At ABT's option)

LINKS:

As specified in Section 3B.

WINDOW STICKER PLUS:

IntelliChoice is in the process of developing and testing an application
(working title: Window Sticker Plus) which allows users to select only
valid options and features for selected trim lines. The application then
computes a detailed window sticker for the vehicle. IntelliChoice will add
this application to the Affinity Group Site within 30 days of implementing
it at it's own site, xxx.xxxxxxxxxxxxx.xxx

EXHIBIT B
Credit Union Data and Services

URL:

xxx.xxxxxxxxxxxxx.xxx/(xx be specified)

CONTENT AND FUNCTIONALITY:

24
Standard Features
Packages
Features
IntelliChoice Attribution

Listing and photo of current model-year Best Overall Value of the Year
(XXXX) winners by category (At ABT's option)

Listing of all current Manufacturer Rebates and Incentives (At ABT's
option)

LINKS:

As specified in Section 3B.

WINDOW STICKER PLUS:

IntelliChoice is in the process of developing and testing an application
(working title: Window Sticker Plus) which allows users to select only
valid options and features for selected trim lines. The application then
computes a detailed window sticker for the vehicle. IntelliChoice will add
this application to the Credit Union Site within 30 days of implementing
it at it's own site, xxx.xxxxxxxxxxxxx.xxx

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EXHIBIT C
New Car and Used Car Data

NEW CAR DATA:
-------------

FILE#1: NEW VEHICLE FILE
------------------------

1 Tag Unique IntelliChoice vehicle ID used as foreign key to other
data files.

2 Brand Manufacturer name.

3 Model First word of model name (Model 1).

4 Series Remainder of model name (Model 2 - Model 5).

5 Doors Number of Doors

6 Class Classification of model.

7 Bodystyle Bodystyle

8 Invoice Invoice price

9 Retail Retail price

10 Destination Destination fee

11 Luxury Tax Luxury tax amount

12 Gas Guzzler Gas Guzzler tax amount

FILE #2: STANDARD FEATURES
--------------------------

1 Tag Unique IntelliChoice vehicle ID.

2 Name Feature Name.

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FILE #3: OPTION PACKAGES
------------------------

1 Tag Unique IntelliChoice vehicle ID.

2 Name Option Package Name

3 Availability Availability of option package

4 Invoice Invoice Price

5 Retail Retail Price

6 Components List of option package components.

FILE #4: OPTION PACKAGE RELATIONS
---------------------------------

1 Tag Unique IntelliChoice vehicle ID.

2 Name Option Package Name.

3 Relationship with Option package name of relation

4 Relationship Type Type of relation

FILE #5: COLOR AVAILABILITY
---------------------------

1 Tag Unique IntelliChoice vehicle ID.

2 Name Manufacturer name of paint.

3 Exterior Color 1 Exterior color. If two tone, then the upper color.

4 Exterior Color 2 Only used if two tone. Lower color.

5 Interior Color Material color.

USED CAR DATA:
-------------

FILE #1: VEHICLE
-----------------------

1 Year Year.

2 Brand Manufacturer name.

3 Model First word of model name (Model 1).

4 Series Remainder of model name (Model 2 - Model 5).

5 Class Classification of model.

6 Look Up Class Foreign key value, used in lookup of File #3.

7 Price Original Base Price.

8 Equipment Schedule
Reference Reference Foreign key to File #4.

FILE #2: MPG FUNCTION FILE:

1 Year Year of vehicle to which the used mileage function stored in this
record applies.

2 Low Dollar Amount Minimum dollar amount of used vehicle to which this mileage
function applies.

3 High Dollar Amount Maximum dollar amount of used vehicle to which this mileage
function applies.

4 Constant Constant in two degree polynomial mileage function.

5 Coefficient 1 Coefficient of x in two degree polynomial mileage function.

6 Coefficient 2 Coefficient of x squared in two degree polynomial mileage
function.

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FILE #3: MPG2 FUNCTION FILE:

1 Year Year of vehicle to which the used mileage function stored in this
record applies.

2 Class Vehicle classification to which the used mileage function stored
in this record applies.

3 Constant Constant in two degree polynomial mileage function.

4 Coefficient 1 Coefficient of x in two degree polynomial mileage function.

5 Coefficient 2 Coefficient of x squared in two degree polynomial mileage
function.

FILE #4: FEATURE SCHEDULE:

1 Year Year.

2 Schedule Schedule to which this entry applies.

3 Name Name of feature.

4 Availability Availability of feature.

5 Offset Feature value offset.

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