OPTION AGREEMENT

     This  OPTION  AGREEMENT (the "Agreement") dated as of July __, 1998 is made
and entered into by and between the Motor Information Systems Division of Hearst
Business Publishing, Inc., a Delaware corporation ("Seller") and CCC Information
Services,  Inc.  ("Purchaser").

     WHEREAS,  Seller  has  entered  into  that  certain  Option and Acquisition
Agreement (the "Option and Acquisition Agreement") dated as of February 6, 1998,
made  and  entered into by and among Seller, Comp-Est, Inc., an Ohio corporation
("Comp-Est"),  and the Stockholders named therein, whereby, Seller has the right
to  purchase  either  (a)  from  Comp-Est,  substantially  all  of the assets of
Comp-Est  (the  "Assets")  or (b) from the Stockholders (in lieu of such sale of
assets  by  Comp-Est)  all of the shares of common stock, no par value per share
(the  "Shares"),  of Comp-Est. A copy of the Option and Acquisition Agreement is
attached  hereto  as  Exhibit A. Capitalized terms used herein and not otherwise
defined  shall  have  the  meanings  set  forth  in  the  Option and Acquisition
Agreement;

     WHEREAS,  Seller  wishes  to  grant  an  option  in favor of Purchaser, and
Purchaser  wishes  to accept such option, which, in Purchaser's sole discretion,
will  permit Purchaser to require Seller to exercise its option under the Option
and Acquisition Agreement and immediately following the Closing under the Option
and Acquisition Agreement to purchase from Seller, upon the terms and conditions
herein  set  forth,  either  (a)  the  Assets or (b) in lieu of such sale of the
Assets,  all  of  the  Shares;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  in  this  Agreement,  and  for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
agree  as  follows:

                                ARTICLE  I.

                         OPTION  AND  PURCHASE  PRICE

     1.01  Option.  On the terms and subject to the conditions set forth in this
Agreement,  Seller  hereby  irrevocably  grants  to  Purchaser  the  option (the
"Option")  (a)  if  the  Asset  Election  (as  hereinafter defined) is given, to
purchase  the  Assets  or  (b) if the Stock Election (as hereinafter defined) is
given,  to purchase the Shares (in lieu of the Assets), and upon exercise of the
Option  by  Purchaser  as  hereinafter provided, if the Asset Election is given,
Seller agrees to sell, transfer, assign, convey and deliver to Purchaser, all of
the  right,  title and interest as of the Option Closing Date (as defined below)
of Seller in and to the Assets or, if the Stock Election is given, Seller agrees
to  sell,  transfer,  assign,  convey and deliver to Purchaser all of the right,
title and interest now or hereafter owned or held by Seller in and to the Shares
in  lieu  of  such  sale  of  Assets  by  Seller.

     1.02  Exercise  of  Option. The Option may be exercised by Purchaser at any
time during the period beginning on August 6, 1999 and ending on January 5, 2003
(the  "Option  Expiration  Date")  by  giving  notice  of  exercise (the "Option
Exercise  Notice")  of  the  Option on or prior to the Option Expiration Date to
Seller.

                                ARTICLE  II.

                      PURCHASE  AND  SALE  OF  ASSETS

     2.01  Purchase  of  the  Assets.  If Purchaser delivers the Option Exercise
Notice on or prior to the Option Expiration Date requesting that Seller purchase
the  Assets  pursuant  to  the  Option  and  Acquisition  Agreement  and sell to
Purchaser  the  Assets  (the "Asset Election"), then on the terms and subject to
the  conditions  set  forth  in this Agreement and except as provided in Section
2.02 and Section 3.01, on the Option Closing Date, Seller agrees to purchase the
Assets  pursuant  to the Option and Acquisition Agreement and to sell, transfer,
assign,  convey  and  deliver  to  Purchaser,  and Purchaser agrees, immediately
following  the  Closing under the Option and Acquisition Agreement, to purchase,
acquire  and  accept from Seller, all of the right, title and interest as of the
Option  Closing  Date of Seller in and to the Assets, subject only to changes in
the  Assets  in  the  ordinary  course  of  business.

     To the extent that assignment under the Option and Acquisition Agreement by
Comp-Est to Seller of any Real Property Lease, Personal Property Lease, Business
Contract  or  Business  License is not permitted or is not permitted without the
consent  of any third party, this Agreement shall not be deemed to constitute an
undertaking  to  assign  the  same  if  such  consent is not given or if such an
undertaking  otherwise  would constitute a breach of or cause a loss of benefits
thereunder.  Comp-Est  has  agreed to, and the Stockholders have agreed to cause
Comp-Est  to,  use  its  best  efforts  to  obtain  any and all such third party
consents.  If  any  third  party  consent  is  not  obtained before the Closing,
Comp-Est  is  obligated  to  cooperate with Seller in any reasonable arrangement
designed  to  provide  to  Seller  after  the  Closing  the  benefits  under the
applicable  Real  Property  Lease, Personal Property Lease, Business Contract or
Business License, including enforcement for the benefit of Seller of any and all
rights  of  Comp-Est  against  any  other  Person  arising  out  of  breach   or
cancellation  by  such  other  Person  and including, if so requested by Seller,
acting  as an agent on behalf of Seller, or as Seller shall otherwise reasonably
require.  After  the  Option Closing, Seller will use its best efforts to ensure
that  Comp-Est  and  the  Stockholders  comply  with  such  obligations and will
promptly  transfer  any  benefit  derived  thereunder  to  Purchaser;  provided,
however,  that  Purchaser  shall promptly reimburse Seller for any out of pocket
expenses  reasonably  incurred  by  Seller  in  connection  with  such  efforts.

     2.02  Excluded  Assets.  Any  provision  of  this Agreement to the contrary
notwith-standing,  Purchaser  shall not acquire and there shall be excluded from
the  Assets  the  Excluded  Assets.

     2.03  Assumed  Liabilities. Except as may be specifically excluded pursuant
to  the  provisions  of  this Agreement or the Option and Acquisition Agreement,
subject  to the terms and conditions set forth herein, and except as provided in
Section  2.04  and  Section  3.01,  Purchaser agrees that, on the Option Closing
Date,  Purchaser  shall assume and thereafter pay, perform or discharge when due
or  required  to  be  performed,  as  the  case may be, the Assumed Liabilities,
subject  to  adjustments  in  the  ordinary  course  of  business.

     2.04  Liabilities  Not  Assumed.  Any  provision  of  this Agreement to the
contrary  not-withstanding  (and  without implication that Purchaser is assuming
any  liability not expressly excluded and, where applicable, without implication
that  any  of  the following have been included in the Assumed Liabilities), the
Excluded  Liabilities  are  excluded  and  shall not be assumed or discharged by
Purchaser.

The  assumption by Purchaser of the liabilities of Comp-Est herein provided for,
and  the  transfer  thereof  by  Seller,  shall  in  no way expand the rights or
remedies  of  any  third  party  against  Purchaser or Seller as compared to the
rights  and  remedies  which  such third party would have had against Seller had
Purchaser  not assumed such liabilities.  Without limiting the generality of the
preceding  sentence,  the  assumption by Purchaser of said liabilities shall not
create  any  third  party  beneficiary  rights.

     2.05  Prorations.  Purchaser  shall  pay all amounts required to be paid by
Seller  pursuant  to Section 2.05 and Section 2.06 of the Option and Acquisition
Agreement,  and  Seller  shall remit to Purchaser all amounts received by Seller
from  Comp-Est  pursuant  to  Section  2.05  and  Section 2.06 of the Option and
Acquisition  Agreement.

     2.06  Assets  Purchase  Price.

     (a) Amount. The purchase price (the "Assets Purchase Price") for the Assets
shall  be  the  sum  of  (i) One Million, Two Hundred and Fifty Thousand Dollars
($1,250,000)  (the  "Base  Cash  Payment"),  plus  (ii)  the Revenue Payment (as
defined  below)  plus  (iii)  the  assumption  by  Purchaser  of  the  Assumed
Liabilities,  plus (iv) any Transfer Taxes paid or payable by Seller pursuant to
this  Agreement  or  the Option and Acquisition Agreement. The Base Cash Payment
and the Revenue Payment shall be payable on the Option Closing Date by bank wire
transfer  in immediately available funds to a bank account designated in writing
by  Seller not less than three (3) Business Days before the Option Closing Date.

     (b)  Allocation.  At  the  Option Closing the Assets Purchase Price will be
allocated  among  the  Assets  for  all  purposes  (including  Tax and financial
accounting  purposes)  in  a  manner  consistent  with Section 1060 of the Code.
Pursuant  to  the  Option and Acquisition Agreement, Comp-Est is responsible for
the preparation and filing of all returns, documents, statements and other forms
that  are  required  to  be  submitted  to  any  federal,  state or local taxing
authority in connection with the Purchase Price Allocation; provided that Seller
shall  approve  all  returns,  documents, statements and other forms to be filed
pursuant  to the provisions of the Option and Acquisition Agreement. Each of the
parties  hereto  will  not  take  a  position  on  any  Tax  Return,  before any
governmental  agency  charged with the collection of any Tax, or in any judicial
proceeding,  that  is in any way inconsistent with the statements to be prepared
by  Comp-Est pursuant to Section 2.07(b) of the Option and Acquisition Agreement
and  will  cooperate  with  each  other  in  timely filing, consistent with such
allocation,  any  reports required (including, without limitation, Form 8594) by
the  IRS.

     (c)  Revenue  Payment.  For  purposes  of this Agreement, "Revenue Payment"
means  an amount in cash equal to the product of (a) (i) the number of customers
of  the  Business  on  the  Closing  Date determined by reference to the Revenue
Statement  multiplied  by  (ii)  the  average annual revenue per customer of the
Business  for  the  System,  exclusive  of  Revenues from the sale or leasing of
equipment  by Comp-Est, determined by reference to the Revenue Statement and (b)
1.66.  The  Revenue  Payment  under this Agreement shall equal the amount of the
Revenue  Payment  calculated  under  the  Option  and  Acquisition  Agreement.

                                ARTICLE  III.

                       PURCHASE  AND  SALE  OF  SHARES

     3.01  Purchase  of Shares. If Purchaser delivers the Option Exercise Notice
on  or prior to the Option Expiration Date and includes with the Option Exercise
Notice  a  written  notice  requesting  that Seller purchase the Shares from the
Stockholders  pursuant  to  the  Option  and  Acquisition  Agreement and sell to
Purchaser  the  Shares  (the "Stock Election") then, on the Option Closing Date,
Seller will purchase the Shares from the Stockholders pursuant to the Option and
Acquisition Agreement and sell to Purchaser the Shares in lieu of Seller selling
the  Assets to Purchaser and Purchaser assuming the Assumed Liabilities pursuant
to  Article  II.  If  the  Stock  Election is given, in lieu of the transactions
described  in  Article  II,  Seller  agrees  to sell to Purchaser, and Purchaser
agrees  to  purchase  from  the  Stockholders,  the Shares free and clear of all
Liens.

     3.02  Shares Purchase Price. The purchase price for the Shares (the "Shares
Purchase  Price") shall be the sum of (a) the Base Cash Payment, (b) the Revenue
Payment  and  (c)  any Transfer Taxes paid or payable by Seller pursuant to this
Agreement  or  the  Option  and Acquisition Agreement. The Shares Purchase Price
shall be payable on the Option Closing Date by bank wire transfer in immediately
available  funds to a bank account designated in writing by Seller not less than
three  (3)  Business  Days  before  the  Option  Closing  Date.

                                ARTICLE  IV.

                                  CLOSING

     4.01  Closing.  The  closing of the transactions contemplated by Article II
or,  if  the  Stock  Election is given, Article III (the "Option Closing"), will
take  place  at  the  offices  of The Hearst Corporation, 959 Eighth Avenue, New
York,  New  York  10019, or at such other place as Purchaser and Seller mutually
agree,  at  10:00 A.M. local time, on the Closing Date (as defined in the Option
and  Acquisition  Agreement)  (the  "Option  Closing  Date").

                                ARTICLE  V.

                CONDITIONS  TO  OBLIGATIONS  OF  PURCHASER

     If  Purchaser delivers the Option Exercise Notice on or prior to the Option
Expiration  Date,  the  obligations  of  Purchaser to purchase the Assets or the
Shares,  as  the  case  may be, are subject to the fulfillment, on or before the
Option  Closing  Date,  of each of the following conditions (all or any of which
may  be  waived  in  whole  or  in  part  by  Purchaser in its sole discretion):

     5.01  Option  and  Acquisition  Agreement. The Closing under the Option and
Acquisition  Agreement  shall  have  occurred.

     5.02  Performance.  Seller  shall  have performed and complied with, in all
material  respects,  the  agreements, covenants and obligations required by this
Agreement  to  be  so  performed  or complied with by it on or before the Option
Closing  Date.

     5.03  Conveyancing  Documents.  If  the Stock Election is not given, Seller
shall  have  executed  and  delivered  to Purchaser an Assignment and Assumption
Agreement  (the "Assignment and Assumption Agreement") in substantially the form
of Exhibit B hereto and a Bill of Sale (the "Bill of Sale") in substantially the
form  of  Exhibit C hereto, and such further instruments and documents as may be
reasonably  requested  by  Purchaser  in  order  to complete the transfer of the
Assets  to  Purchaser.

     5.04  Stock Certificates. If the Stock Election is given, Seller shall have
delivered  to Purchaser stock certificates evidencing the Shares, accompanied by
stock  powers  executed  by Seller in blank, and Seller shall have delivered the
Minute  Books  to  Purchaser.

                                ARTICLE  VI.

                  CONDITIONS  TO  OBLIGATIONS  OF  SELLER

     If  Purchaser delivers the Option Exercise Notice on or prior to the Option
Expiration  Date,  the  obligations  of  Seller  hereunder  are  subject  to the
fulfillment,  on  or  before  the  Option Closing Date, of each of the following
conditions  (all  or any of which may be waived in whole or in part by Seller in
its  sole  discretion):

     6.01  Option  and  Acquisition  Agreement. The Closing under the Option and
Acquisition  Agreement  shall  have  occurred.

     6.02  Performance. Purchaser shall have performed and complied with, in all
material  respects,  the  agreements, covenants and obligations required by this
Agreement  to  be  so  performed  or complied with by Purchaser on or before the
Option  Closing  Date.

                                ARTICLE  VII.

                REPRESENTATIONS  AND  WARRANTIES  OF  SELLER

     Seller  has received certain representations, warranties and covenants from
Comp-Est  and the Stockholders expressly set forth in the Option and Acquisition
Agreement (hereinafter "Covenants"). Seller represents and warrants to Purchaser
that  it  will seek enforcement of all such Covenants on behalf of Purchaser (at
Purchaser's  sole  cost and expense, including without limitation the reasonable
fees  and  expenses  of Purchaser's and Seller's attorneys and accountants), and
will  remit  to  Purchaser all sums received by Seller from Comp-Est pursuant to
Article XIV of the Option and Acquisition Agreement after deduction by Seller of
any and all Losses suffered, incurred or sustained by Seller, its Affiliates and
their respective officers, directors, employees and agents with respect thereto,
from  and after the date Purchaser delivers the Option Exercise Notice to Seller
and  this  obligation  shall  continue  for  the applicable periods set forth in
Article XIII of the Option and Acquisition Agreement. It is expressly understood
that  the  provisions of this Article VII are intended to provide Purchaser with
as  much  of  the  benefit  of  the  Covenants  as legally may be conferred upon
Purchaser  by Seller while at the same time ensuring that Seller, its Affiliates
and  their respective officers, directors, employees and agents do not incur any
costs  or  expenses resulting from, arising out of or relating to the Option and
Acquisition  Agreement  or  this  Option  Agreement,  from  and  after  the date
Purchaser  delivers  the  Option  Exercise  Notice  to  Seller,  which  are  not
reimbursed  by  Comp-Est  or  Purchaser.

                                ARTICLE  VIII.

                               INDEMNIFICATION

     8.01  Indemnification. Purchaser shall indemnify Seller, its Affiliates and
their  respective  officers,  directors, employees and agents in respect of, and
hold  each  of  them  harmless  from  and  against, any and all Losses suffered,
incurred  or  sustained  by any of them or to which any of them becomes subject,
resulting  from, arising out of or relating to (i) any breach of any covenant or
agreement  on  the  part  of  Purchaser contained in this Agreement, (ii) if the
Stock  Election  is not given, any Assumed Liability and (iii) any threatened or
actual  Actions  or  Proceedings,  whether  civil,  criminal,  administrative or
investigative  arising out of or based upon (A) the execution of this Agreement,
(B)  the  exercise  of  the  Option,  (C)  the  consummation of the transactions
contemplated  hereby,  or  (D)  any  Actions or Proceedings under the Option and
Acquisition  Agreement  arising  out  of  or based upon the execution of, or the
consummation  of the transactions contemplated by, this Agreement; provided that
such  threatened  or  actual Action or Proceedings do not directly or indirectly
arise  from  any  act or omission of Seller, its Affiliates and their respective
officers,  directors,  employees  and  agents.

     8.02    Seller  Indemnification.  Seller  shall  indemnify  Purchaser,  its
Affiliates  and  their  respective  officers,  directors employees and agents in
respect  of, and hold each of them harmless from and against, any and all Losses
suffered,  incurred  or sustained by any of them or to which any of them becomes
subject,  resulting  from,  arising  out of or relating to (1) any breach of any
representation,  warranty, covenant or agreement on the part of Seller contained
in this Agreement and (2) any threatened or actual Action or Proceedings whether
civil,  criminal,  administrative  or investigative arising out of or based upon
the  execution  by Seller of the Option and Acquisition Agreement; provided that
such  threatened  or  actual Action or Proceedings do not directly or indirectly
arise from any act or omission of Purchaser, its Affiliates and their respective
officers,  directors,  employees  and  agents.

     8.03  Method  of  Asserting  Claims.  The  party  making a claim under this
Article  VIII  is  referred  to as the "Indemnified Party" and the party against
whom  such  claims  are  asserted  under this Article VIII is referred to as the
"Indemnifying  Party."  All  claims  by any Indemnified Party under this Article
VIII  shall  be  asserted  and  resolved  as  follows:

     (a)  In  the event that any claim or demand for which an Indemnifying Party
would  be liable to an Indemnified Party hereunder is asserted against or sought
to  be  collected from such Indemnified Party by a third party, said Indemnified
Party  shall  promptly notify in writing the Indemnifying Party of such claim or
demand,  specifying  the  basis  for such claim or demand, and the amount or the
estimated  amount  thereof to the extent then determinable (which estimate shall
not be conclusive of the final amount of such claim and demand; the "Claim -----
Notice"); provided, however, that any failure to give such Claim Notice will not
be  deemed  a waiver of any rights of the Indemnified Party except to the extent
the  rights  of  the Indemnifying Party are actually prejudiced by such failure.
The Indemnifying Party shall have the right to control the defense of such claim
or  demand  and  shall retain counsel (who shall be reasonably acceptable to the
Indemnified  Party)  to  represent  the  Indemnified  Party  and  shall  pay the
reasonable fees and disbursements of such counsel with regard thereto; provided,
however,  that  any  Indemnified Party is hereby authorized prior to the date on
which  it  receives  written notice from the Indemnifying Party designating such
counsel,  to  retain counsel, whose reasonable fees and expenses shall be at the
expense  of the Indemnifying Party, to file any motion, answer or other pleading
and  take  such other action which it reasonably shall deem necessary to protect
its  interests  or  those  of the Indemnifying Party until the date on which the
Indemnified  Party  receives  such notice from the Indemnifying Party. After the
Indemnifying  Party  shall retain such counsel, the Indemnified Party shall have
the  right  to retain its own counsel, but the fees and expenses of such counsel
shall  be at the expense of such Indemnified Party. The Indemnifying Party shall
not,  in  connection  with  any  proceedings  or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one such firm for
the  Indemnified  Party  (except  to  the  extent the Indemnified Party retained
counsel  to  protect  its  (or  the  Indemnifying  Party's)  rights prior to the
selection  of  counsel  by  the  Indemnifying  Party).  If  requested   by   the
Indemnifying  Party,  the  Indemnified  Party  agrees  to  cooperate  with   the
Indemnifying  Party  and its counsel in contesting any claim or demand which the
Indemnifying  Party  defends.  A  claim  or  demand  may  not  be settled by the
Indemnifying  Party  without  the prior written consent of the Indemnified Party
(which  consent  will  not  be  unreasonably  withheld)  unless, as part of such
settlement, the Indemnified Party shall receive a full and unconditional release
reasonably  satisfactory  to  the  Indemnified  Party. If the Indemnifying Party
elects  to  defend  a  claim  or  demand, the Indemnified Party shall not pay or
settle  such  claim  or  demand  without  the consent of the Indemnifying Party.

     (b)  In  the  event  any  Indemnified  Party shall have a claim against any
Indemnifying  Party  hereunder  which  does  not involve a claim or demand being
asserted  against  or  sought  to  be  collected  from  it by a third party, the
Indemnified  Party  shall  send a Claim Notice with respect to such claim to the
Indemnifying  Party.

     (c)  After  delivery  of  a   Claim   Notice,  so  long  as  any  right  to
indemnification  exists pursuant to this Article VIII, the affected parties each
agree  to  retain  all  books  and records related to such Claim Notice. In each
instance,  the  Indemnified Party shall have the right to be kept fully informed
by  the  Indemnifying  Party  and  its  legal  counsel with respect to any legal
proceedings.  Any information or documents made available to any party hereunder
and  designated  as  confidential  by  the  party  providing such information or
documents  and  which is not otherwise generally available to the public and not
already  within  the  knowledge of the party to whom the information is provided
(unless  otherwise  covered  by  the  confidentiality  provisions  of  any other
agreement  among  the  parties  hereto,  or  any  of them), and except as may be
required  by  applicable law, shall not be disclosed to any third Person (except
for  the  representatives  of  the party being provided with the information, in
which  event  the  party  being  provided with the information shall request its
representatives not to disclose any such information which it otherwise required
hereunder  to  be  kept  confidential).

                                ARTICLE  IX.

                                TERMINATION

     9.01  Termination.  This  Agreement  shall  terminate  as  follows:

     (a)  on  the day following the Option Expiration Date in the event that the
Option  Exercise  Notice  is  not delivered on or prior to the Option Expiration
Date  in  accordance  with  Section  1.02;  or

     (b)  at  any  time  by mutual written consent of Purchaser and Seller.

     9.02  Effect  of  Termination.

     (a)  If this Agreement is terminated pursuant to Section 9.01(a), Purchaser
shall  pay to Seller, within three (3) business days of the date of termination,
Five  Hundred  Thousand  Dollars ($500,000) by bank wire transfer in immediately
available funds to a bank account designated in writing by Seller on the date of
termination.

     (b)  If  this Agreement is validly terminated pursuant to Section 9.01, (a)
this  Agreement  will forthwith become null and void, except that the provisions
with  respect  to  the  payment  in  Section 9.02, expenses in Section 10.03 and
confidentiality  in  Section  10.04  will  continue  to apply following any such
termination,  and  (b)  except  as  provided in Section 9.02(a) there will be no
liability  or  obligation  on  the  part of Seller or Purchaser (or any of their
Affiliates  or  their  respective  officers,  directors,  employees  or agents);
provided,  however,  that if such termination shall result from a willful breach
by  a  party  of  the  provisions  contained in this Agreement, such party shall
remain fully liable for any and all Losses sustained by the other parties hereto
as  a  result  of  such  breach.

                                ARTICLE  X.

                               MISCELLANEOUS

     10.01  Notices.  All  notices,   requests,   consents,  waivers  and  other
communications hereunder must be in writing and will be deemed to have been duly
given only if delivered personally or by facsimile transmission or mailed (first
class  postage  prepaid)  to the parties at the following addresses or facsimile
numbers:

         If  to  Seller,  to:

         Motor  Information  Systems  Division,
         Hearst  Business  Publishing,  Inc.
         5600  Crooks  Road
         Troy,  Michigan  48098
         Facsimile  No.:  248-828-3508
         Attn:  Vice  President  and  General  Manager

         with  copies  to:

         The  Hearst  Corporation
         Office  of  the  General  Counsel
         959  Eighth  Avenue
         New  York,  New  York  10019
         Facsimile  No.:  212-649-2035
         Attn:  General  Counsel

         If  to  Purchaser,  to:

         CCC  Information  Services,  Inc.
         444  Merchandise  Mart
         Chicago,  Illinois  60654
         Facsimile  No.:  312-527-1194
         Attn:  President

         with  copies  to:

         CCC  Information  Services,  Inc.
         444  Merchandise  Mart
         Chicago,  Illinois  60654
         Facsimile  No.:  312-527-5888
         Attn:  General  Counsel

All  such  notices,  requests  and  other  communications  will (i) if delivered
personally  to  the  address  as  provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided  in  this Section, be deemed given upon receipt, and (iii) if delivered
by  mail  in  the  manner  described  above  to  the address as provided in this
Section,  be  deemed given upon receipt (in each case regardless of whether such
notice is received by any other Person to whom a copy of such notice, request or
other  communication  is  to  be delivered pursuant to this Section).  Any party
from  time to time may change its address, facsimile number or other information
for the purpose of notices to that party by giving notice specifying such change
to  the  other  party  hereto.

     10.02 Entire Agreement. This Agreement supersedes all prior discussions and
agreements  between  the  parties with respect to the subject matter hereof, and
contains  the  sole and entire agreement between the parties hereto with respect
to  the  subject  matter  hereof.

     10.03  Expenses.  Whether  or  not  the  transactions  contemplated by this
Agreement shall be consummated, except as expressly provided herein, each of the
parties  hereto  shall  pay  its  own  expenses  (including, without limitation,
attorney's  and  accountants'  fees and out-of-pocket expenses) incident to this
Agreement  and  the  transactions  contemplated  hereby.

     10.04 Public Announcements; Confidentiality. No publicity release or public
announcement   concerning this Agreement or the transactions contemplated hereby
shall  be  made  by  any party hereto or its Affiliates without advance approval
thereof  by  each of the other parties hereto. While this Agreement is in effect
and  after this Agreement terminates, each party hereto and its Affiliates shall
keep  confidential,  and  shall not disclose, the terms of this Agreement or the
Option  and  Acquisition Agreement to any other Person without the prior written
consent  of  each other party hereto unless (i) the disclosure is in response to
legal order or subpoena, (ii) the terms are readily ascertainable from public or
published  information,  or  trade  sources  (without violation of the foregoing
provisions of this sentence), (iii) the disclosure is (A) in connection with any
Action  or  Proceeding  in respect of this Agreement or (B) to a Governmental or
Regulatory  Authority  the  filing  with  or  consent  of  which  is required in
connection  with  the  transactions contemplated by this Agreement or the Option
and  Acquisition  Agreement  or (iv) the disclosure is to any officer, director,
employee  or  agent  of  any  party  hereto or of any of its Affiliates and such
Person  needs  to  know  such  information  for  purposes  of  consummating  the
transactions  contemplated by or the performance of this Agreement or the Option
and Acquisition Agreement, provided that the disclosing party shall use its best
efforts  to  cause  such  officer,  director,  employee  or  agent  to hold such
information  in  confidence.  Notwithstanding  anything  herein to the contrary,
Purchaser and Seller agree that Seller shall be entitled to disclose such of the
terms  of  this  Agreement  as  it deems appropriate, in its sole discretion, to
Comp-Est.

     10.05  Further  Assurances.  At  any  time  and from time to time after the
Closing  Date  at  the  request of Purchaser, and without further consideration,
Seller  and the Stockholders shall execute and deliver such other instruments of
sale,  transfer,  conveyance,  assignment  and  confirmation and take such other
action  as  Purchaser  may  reasonably  deem  necessary or desirable in order to
transfer,  convey  and  assign  more effectively to Purchaser, the Assets or the
Shares,  as  the  case  may  be,  and  to put Purchaser in actual possession and
control  of  the  Assets  and  to assist Purchaser in exercising all rights with
respect  thereto.

     10.06  Waiver. Any term or condition of this Agreement may be waived at any
time  by  the  party that is entitled to the benefit thereof, but no such waiver
shall  be effective unless set forth in a written instrument duly executed by or
on behalf of the party waiving such term or condition. No waiver by any party of
any  term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition
of  this  Agreement  on  any  future  occasion.

     10.07  Amendment.  This  Agreement may be amended, supplemented or modified
only by a written instrument duly executed by or on behalf of each party hereto.

     10.08  No  Third-Party  Beneficiary.  The  terms  and  provisions  of  this
Agreement  are  intended  solely  for the benefit of each party hereto and their
respective  successors  or permitted assigns, and it is not the intention of the
parties  to  confer  third-party  beneficiary rights upon any other Person other
than  any  Person  entitled  to  indemnity  under  Article  VIII.

     10.09  No Assignment; Binding Effect. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto without the
prior written consent of the other party hereto and any attempt to do so will be
void.  Notwithstanding  the  preceding sentence, Purchaser and Seller may assign
any  or  all  of  its  rights,  interests  and  obligations hereunder to (a) any
successor  in interest, prior to the Closing, to all or substantially all of the
assets  and  properties  of  Purchaser or Seller, as the case may be, or (b) any
wholly-owned  subsidiary of Purchaser or Seller, as the case may be, or any such
successor,  in  each  case without the consent of (but with notice to) the other
party;  provided,  however,  that  such  party  shall  remain  primarily  liable
hereunder  following  each such assignment referred to in clause (a) or clause -
(b). This Agreement is binding upon, inures to the benefit of and is enforceable
by  the  parties  hereto  and their respective successors and permitted assigns.

     10.10  Additional  Agreements.  Without  limiting  the  generality  of  the
foregoing, Purchaser agrees to perform each and every obligation of Seller to be
performed  by  Seller  following  the  Closing  under the Option and Acquisition
Agreement  to the same extent as though references in the Option and Acquisition
Agreement  to  Seller  were  to  Purchaser.

     10.11  Headings. The headings used in this Agreement have been inserted for
convenience  of reference only and do not define or limit the provisions hereof.

     10.12  Invalid Provisions. If any provision of this Agreement is held to be
illegal,  invalid  or  unenforceable under any present or future Law, and if the
rights  or  obligations  of  any  party  hereto under this Agreement will not be
materially  and  adversely  affected  thereby,  (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid  or  unenforceable  provision had never comprised a part hereof, (c) the
remaining  provisions of this Agreement will remain in full force and effect and
will  not  be  affected by the illegal, invalid or unenforceable provision or by
its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision,  there  will  be  added  automatically  as a part of this Agreement a
legal,  valid  and  enforceable  provision  as similar in terms to such illegal,
invalid  or  unenforceable  provision  as  may  be  possible.

     10.13  Governing  Law. This Agreement shall be governed by and construed in
accordance  with  the  Laws  of  the  State of New York applicable to a Contract
executed  and  performed in such State without giving effect to the conflicts of
laws  principles  thereof.

     10.14  Counterparts.  This  Agreement  may  be  executed  in  any number of
counterparts,  each  of  which  will  be  deemed  an  original, but all of which
together  will  constitute  one  and  the  same  instrument.

     IN  WITNESS WHEREOF, this Agreement has been duty executed and delivered by
the  duly  authorized  officer  of  each party hereto as of the date first above
written.

                                           HEARST  BUSINESS  PUBLISHING,  INC.

                                    By:     /s/ Kevin F. Carr
                                            -----------------
                                    Name:   Kevin F. Carr
                                    Title:  Vice President and General Manager



                                           CCC  INFORMATION  SERVICES,  INC.

                                    By:    /s/ Leonard Ciarrochi
                                           ---------------------
                                    Name:  Leonard Ciarrochi
                                    Title: Executive Vice President and
                                             Chief Financial Officer