424<PAGE>

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED AND THUS, NOTWITHSTANDING ANY OTHER PROVISIONS CONTAINED HEREIN, MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.

                             THE COBALT GROUP, INC.

             INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON

                                           ORIGINAL ISSUE DATE:  AUGUST 18, 2000

         THIS CERTIFIES THAT, for value received, General Electric Capital Auto
Financial Services, Inc., a Delaware corporation ("AFS"), or its assigns, is
entitled to subscribe for and purchase, during the periods specified in Section
1 hereof, Four Hundred Thousand (400,000) fully paid and non-assessable shares
of Common Stock, $.01 par value per share ("Common"), of THE COBALT GROUP, INC.,
a Washington corporation (the "Corporation"), at a per share price equal to the
Warrant Price, subject, however, to the provisions and upon the terms and
conditions hereinafter set forth. Certain capitalized terms used in this Warrant
shall have the meanings set forth in Section 10.

         1.       DURATION. The right to subscribe for and purchase shares of
Common represented hereby shall expire at 5:00 p.m., Seattle, Washington time,
on December 31, 2005.

         2.       METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT.

                  (A)   The holder hereof may exercise this Warrant, in whole or
         in part, at the times and subject to the conditions set forth in
         Section 1 hereof as follows:

                           (i)   By presentation of the Subscription Form
                  attached hereto duly executed at the principal office of the
                  Corporation, accompanied by payment to the Corporation of the
                  then applicable Warrant Price for the shares being purchased
                  upon such exercise by check or wire transfer; or

                           (ii)  By presentation of the Cashless Exercise Form
                  attached hereto duly executed at the principal office of the
                  Corporation (a "Cashless Exercise"). In the event of a
                  Cashless Exercise, the holder of this Warrant shall exchange
                  the portions of this Warrant then being exercised for that
                  number of shares of Common determined by multiplying the
                  number of shares of Common as to which this Warrant is then
                  being exercised by a fraction, the numerator of which shall be
                  the amount by which the then current market price per share of
                  Common exceeds the Warrant Price, and the denominator of which
                  shall be the then current market price per share of Common.
                  For purposes of any computation under this Section 2(A)(ii),
                  the then current market price per share of Common at any date
                  shall be deemed to be the average closing price of
                  publicly-traded Common during the twenty (20) trading days
                  immediately preceding the date of presentation of the Cashless
                  Exercise Form as reported by NASDAQ, or other


<PAGE>

                  principal national securities exchange on which the Common is
                  then admitted to trading or listing. If the Common is not then
                  so listed or traded, the fair market price of the Common for
                  purposes of this Section 2 shall be as agreed upon by the
                  Board and the Majority Holders.

                                    (1)   If the Board and the Majority Holders
                           cannot so agree on the fair market value, then the
                           Majority Holders and the Board shall each select an
                           investment banking firm of national reputation to
                           determine the fair market price of the Common.

                                    (2)   The fair market price of the Common
                           shall be the average of the two determinations.

                                    (3)   The Corporation shall make available
                           any such books or records as any of the investment
                           banking firms involved in the valuation process
                           described in this Section 2(A)(ii) may reasonably
                           require in order to determine the fair market price
                           of the Common. The cost of any determinations
                           performed pursuant to this Section 2(A)(ii) shall be
                           paid one-half by the Majority Holders and one-half by
                           the Corporation.

                                    (4)   In determining the fair market price
                           of the Common, each investment banking firm shall
                           consider the cash price which a sophisticated
                           purchaser would pay on the effective date of the
                           determination for a share of Common, with no
                           discounts applied related to the fact that such share
                           of Common represents a minority interest in the
                           Corporation and is not registered pursuant to the
                           Securities Act.

                  (B)   In the event of any exercise of the rights represented
         by this Warrant, (i) stock certificates for the shares of Common so
         purchased shall be delivered to the holder hereof, and (ii) stock
         certificates for the shares of Common so purchased shall be dated the
         date of exercise of this Warrant, and the holder exercising this
         Warrant shall be deemed for all purposes to be the holder of the shares
         of Common so purchased as of the date of such exercise. Such stock
         certificates shall be delivered to the holder hereof within a
         reasonable time, not exceeding five (5) Business Days, after the rights
         represented by this Warrant shall have been so exercised. Each stock
         certificate so delivered shall be in such denominations as may be
         requested by the holder hereof and shall be registered in the name of
         said holder or such other name (upon compliance with the transfer
         requirements hereinafter set forth) as shall be designated by said
         holder. The Corporation shall pay all taxes and other expenses and
         charges payable in connection with the preparation, execution and
         delivery of stock certificates (and new Warrants, if applicable)
         pursuant to this Section 2(B).

         3.      ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.

                 (A)   The Warrant Price and the number of shares of Common
         purchasable upon the exercise of this Warrant shall be subject to
         adjustment from time to time upon the happening of certain events
         occurring after the original issuance date, as follows:


<PAGE>

                           (i)   RECLASSIFICATION, CONSOLIDATION OR MERGER. In
                  case of any reclassification or change of outstanding Common
                  issuable upon exercise of this Warrant (other than a change in
                  par value, or from par value to no par value, or from no par
                  value to par value, or as a result of a subdivision or
                  combination), or in case of any consolidation or merger of the
                  Corporation with or into another corporation (other than a
                  merger with another corporation in which the Corporation is
                  the surviving corporation and which does not result in any
                  reclassification or change other than a change in par value,
                  or from par value to no par value, or from no par value to par
                  value, or as a result of a subdivision or combination of
                  outstanding Common issuable upon such conversion) the rights
                  of the holders of this Warrant shall be adjusted in the manner
                  described below:

                                    (1)   In the event that the Corporation is
                           the surviving corporation, the Warrant shall, without
                           payment of additional consideration therefor, be
                           deemed modified so as to provide that upon exercise
                           hereof the holder of this Warrant shall procure, in
                           lieu of each share of Common theretofore issuable
                           upon such exercise, the kind and amount of shares of
                           stock, other securities, money and property
                           receivable upon such reclassification, change,
                           consolidation or merger by the holder of each share
                           of Common issuable upon such exercise had such
                           exercise occurred immediately prior to such
                           reclassification, change, consolidation or merger.
                           This Warrant (as adjusted) shall be deemed to provide
                           for further adjustments which shall be as nearly
                           equivalent as may be practicable to the adjustments
                           provided for in this Section 3. The provisions of
                           this clause (1) shall similarly apply to successive
                           reclassifications, changes, consolidations and
                           mergers.

                                    (2)   In the event that the Corporation is
                           not the surviving corporation, the surviving
                           corporation shall, without payment of any additional
                           consideration therefor, issue new Warrants, providing
                           that upon exercise hereof the holder thereof shall
                           procure in lieu of each share of Common theretofore
                           issuable upon exercise of this Warrant the kind and
                           amount of shares of stock, other securities, money
                           and property receivable upon such reclassification,
                           change, consolidation or merger by the holder of each
                           share of Common issuable upon exercise of this
                           Warrant had such exercise occurred immediately prior
                           to such reclassification, change, consolidation or
                           merger. Such new Warrants shall provide for
                           adjustments which shall be as nearly equivalent as
                           may be practicable to the adjustments provided for in
                           this Section 3. The provisions of this clause (2)
                           shall similarly apply to successive
                           reclassifications, changes, consolidations and
                           mergers.

                           (ii)   SUBDIVISION OR COMBINATION OF SHARES. If the
                  Corporation, at any time while any of this Warrant is
                  outstanding, shall subdivide or combine its Common, the
                  Warrant Price shall be proportionately reduced, in case of
                  subdivision of shares, as of the effective date of such
                  subdivision, or if the Corporation shall take a record of
                  holders of its Common for the purpose of a


<PAGE>

                  subdividing, as of such record date, whichever is earlier, or
                  shall be proportionately increased, in the case of combination
                  of shares, as of the effective date of such combination or, if
                  the Corporation shall take a record of holders of its Common
                  for the purpose of so combining, as of such record date,
                  whichever is earlier.

                           (iii)   CERTAIN DIVIDENDS AND DISTRIBUTIONS. If the
                  Corporation, at any time while any of this Warrant is
                  outstanding, shall:

                                    (1)   STOCK DIVIDENDS. Pay a dividend
                           payable in, or make any other distribution of,
                           Common, the Warrant Price shall be adjusted, as of
                           the date the Corporation shall take a record of the
                           holders of its Common for the purpose of receiving
                           such dividend or other distribution (or if no such
                           record is taken, as of the date of such payment or
                           other distribution), to that price determined by
                           multiplying the Warrant Price by a fraction (1) the
                           numerator of which shall be the total number of
                           shares of Common outstanding immediately prior to
                           such dividend or distribution and (2) the denominator
                           of which shall be the total number of shares of
                           Common outstanding immediately after such dividend or
                           distribution (plus in the event that the Corporation
                           paid cash for fractional shares, the number of
                           additional shares which would have been outstanding
                           had the Corporation issued fractional shares in
                           connection with said dividend or distribution); or

                                    (2)   LIQUIDATING DIVIDENDS, ETC. Make a
                           distribution of its property to the holders of its
                           Common as a dividend in liquidation or partial
                           liquidation or by way of return of capital or other
                           than as a dividend payable out of funds legally
                           available for dividends under the laws of the State
                           of Washington (a "Liquidating Dividend"), the
                           Corporation shall provide AFS with written notice of
                           its intent to make such Liquidating Dividend
                           (including the amount and other material terms of the
                           Liquidating Dividend), no less than twenty (20)
                           Business Days prior to the record date for the
                           Liquidating Dividend. Notwithstanding any other
                           provision hereof, if a subscription for shares is to
                           be made in connection with a Liquidating Dividend,
                           such subscription shall be deemed to be conditioned
                           upon the distribution of the Liquidating Dividend in
                           accordance with the terms of the notice thereof
                           provided to AFS by the Corporation, in which case
                           such subscription will not be deemed to be effective
                           until the distribution of the Liquidating Dividend in
                           accordance with the terms of the notice thereof
                           provided to AFS by the Corporation.

                           (iv)   NO DILUTION. The Corporation will not, by
                  amendment of its certificate of incorporation or through
                  reorganization, consolidation, merger, dissolution, sale of
                  assets or any other voluntary action, avoid or seek to avoid
                  the observance or performance of any of the terms of this
                  Warrant, and will at all times in good faith (a) assist in the
                  carrying out of all such terms and (b) refrain from taking
                  actions that would dilute the rights of the holder hereof
                  other than as


<PAGE>

                  a part of good faith financing, business transaction, stock
                  option or stock purchase plan activities of the Corporation
                  which is engaged in by the Corporation solely for legitimate
                  business purposes, none of which purposes may be to dilute the
                  rights of the holder hereof.

                           (v)   OTHER ACTION AFFECTING COMMON. In the event
                  that after the date hereof the Corporation shall take any
                  action affecting its Common in a manner similar to the actions
                  described in any of the foregoing Subsections 3(A)(i) through
                  (iv), inclusive, other than an action described in any of the
                  foregoing Subsections 3(A)(i) through (iv), inclusive, which
                  would have a materially adverse effect upon the exercise
                  rights of the Warrants, the Warrant Price shall be adjusted in
                  such manner and at such time as the Board may in good faith
                  determine to be equitable in the circumstances. In addition,
                  in the event that after the date hereof the Corporation shall
                  take any action affecting its Common, other than an action
                  described in any of the foregoing Subsections 3(A)(i) through
                  (iv), inclusive, which would have a materially adverse effect
                  upon the exercise rights of the Warrants, the Warrant Price
                  shall be adjusted in such manner and at such time as the
                  Corporation adjusts any other warrants, options or similar
                  rights held by any other person or entity.

                           (vi)   ADJUSTMENT OF NUMBER OF SHARES. Upon each
                  adjustment in the Warrant Price pursuant to any provision of
                  this Section 3(A), the number of shares of Common then
                  issuable upon exercise on full of this Warrant shall be
                  adjusted, effective as of such date, to the nearest one
                  hundredth of a whole share, to the product obtained by
                  multiplying the number of shares of Common issuable upon
                  exercise on full of this Warrant immediately prior to such
                  adjustment in the Warrant Price by a fraction, the numerator
                  of which shall be the Warrant Price immediately prior to such
                  adjustment and the denominator of which shall be the Warrant
                  Price immediately thereafter.

                  (B)   Whenever any Warrant Price or the number of shares of
         Common issuable upon exercise on full of this Warrant shall be adjusted
         pursuant to Section 3 hereof, the Corporation shall make a certificate
         signed by its President or a Vice President and by its Treasurer,
         Assistant Treasurer, Secretary or Assistant Secretary, setting forth,
         in reasonable detail, the event requiring the adjustment, the amount of
         the adjustment, the method by which such adjustment was calculated and
         the Warrant Price and the number of shares of Common issuable upon
         exercise on full of this Warrant after giving effect to such
         adjustment, and shall cause copies of such certificate to be mailed (by
         certified mail, return receipt requested and postage prepaid) to the
         holder of this Warrant at its address shown on the books of the
         Corporation. The Corporation shall make such certificate and mail it to
         each holder promptly after each adjustment.

         4.       SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The
Corporation covenants and agrees that all Common issued upon exercise of this
Warrant will, upon issuance, be validly issued, fully paid and nonassessable and
free from preemptive rights and all taxes, liens and charges with respect to the
issuance thereof. The Corporation further covenants and agrees that during the
period within which the rights represented by this Warrant may be exercised, the


<PAGE>

Corporation will at all times have authorized, and reserved for the purpose of
issue upon exercise of the subscription rights evidenced by this Warrant, a
sufficient number of shares of Common to provide for the exercise in full of the
rights represented by this Warrant. Furthermore, and without limiting the
generality of the foregoing, the Corporation covenants and agrees that it will
from time to time take all such action as may be required to assure that the par
value per share of Common is at all times equal to or less than the effective
Warrant Price.

         5.       TRANSFER AND EXCHANGE.

                  (A)   TRANSFER. This Warrant may not be transferred, in whole
         or in part, by AFS without the prior consent of the Corporation;
         provided, however, that AFS may transfer this Warrant, in whole or in
         part, to any Affiliate of AFS, any assignee of AFS's rights under the
         Business Agreement or to any successor to, or purchaser or assignee of,
         all or substantially all of the business of AFS. Any permitted transfer
         of this Warrant and all rights hereunder, in whole or in part, is
         registrable on the books of the Corporation by the holder hereof in
         person or by his duly authorized attorney, upon presentation of the
         Assignment Form attached hereto duly executed at the principal office
         of the Corporation. Each holder of any portion of this Warrant, by
         holding the same, consents and agrees that the transferee thereof, when
         such portion of this Warrant shall have been transferred on the books
         of the Corporation as provided in this Section 5(A), may be treated by
         the Corporation and all other persons dealing with this Warrant as the
         absolute owner and holder of such portion hereof for any purpose and as
         the person entitled to exercise the rights represented by such portion
         of this Warrant, or to the registration of transfer of such portion on
         the books of the Corporation; and until due presentment for
         registration of transfer on such books the Corporation may treat the
         registered holder of such portion as the owner and holder for all
         purposes, and the Corporation shall not be affected by notice to the
         contrary. Upon any transfer of this Warrant (or any portion hereof) as
         provided above, at the request of AFS (i) a new Warrant representing
         the number of shares so transferred shall be delivered to the
         transferee hereof within a reasonable time, not exceeding five (5)
         Business Days, after presentation of the Assignment Form, and (ii) in
         the event the Warrant has not been transferred in full, then
         simultaneously with the holder's surrender of this Warrant, a new
         Warrant representing the number of shares with respect to which this
         Warrant shall not then have been transferred shall be delivered to the
         holder hereof.

                  (B)   SECURITIES LAW RESTRICTIONS. The holder of this Warrant,
         by acceptance hereof, understands that the Warrant and Common issuable
         upon exercise hereof (collectively, "Warrant Securities") are
         characterized as "restricted securities" under the federal securities
         laws inasmuch as they are being or will be acquired from the
         Corporation in a transaction not involving a public offering and that
         under such laws and applicable regulations neither this Warrant nor the
         shares of Common issuable upon its exercise may be transferred,
         assigned or sold (except pursuant to an effective registration
         statement under the Securities Act) without first delivering to the
         Corporation an opinion of counsel (reasonably acceptable in form and
         substance to the Corporation) that neither registration nor
         qualification under the Securities Act and applicable state securities
         laws is required in connection with such transfer, assignment or sale.


<PAGE>

                  (C)   REGISTER. The Corporation shall maintain, at the
         principal office of the Corporation, a register for this Warrant, in
         which the Corporation shall record the name and address of the person
         in whose name this Warrant has been issued, as well as the name and
         address of each transferee and each prior owner of such Warrant. Within
         ten (10) calendar days after any holder of Warrants shall by notice
         request the same, the Corporation will deliver to such holder a
         certificate, signed by one of its officers, listing the name and
         address of every other holder of Warrants and/or Common issued upon
         exercise of a Warrant, as such information appears in said register and
         in the stock transfer books of the Corporation at the close of business
         on the day before such certificate is signed.

                  (D)   WARRANTS EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This
         Warrant is exchangeable, upon the surrender hereof by the holder hereof
         at the principal office of the Corporation, for new Warrants of like
         tenor representing in the aggregate the right to subscribe for and
         purchase the number of shares which may be subscribed for and purchased
         hereunder, each of such new Warrants to represent the right to
         subscribe for and purchase such number of shares as shall be designated
         by said holder hereof at the time of such surrender.

                  (E)   CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of
         this Warrant in connection with any exchange, transfer or replacement,
         this Warrant shall be promptly cancelled by the Corporation. The
         Corporation shall pay all taxes (other than securities transfer taxes)
         and all other expenses and charges payable in connection with the
         preparation, execution and delivery of Warrants.

                  (F)   LOSS OR MUTILATION. Upon receipt by the Corporation of
         evidence satisfactory to it of the ownership of, and the loss, theft,
         destruction or mutilation of, this Warrant and (in the case of loss,
         theft or destruction) of indemnity satisfactory to it, and (in the case
         of mutilation) upon surrender and cancellation hereof, the Corporation
         will execute and deliver in lieu hereof a new Warrant.

         6.       NOTICES. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when delivered personally to
the recipient, one (1) Business Day after the date when sent to the recipient by
reputable overnight express courier service (charges prepaid and with evidence
of delivery) or five (5) Business Days after the date when mailed to the
recipient by certified or registered mail, return receipt requested and postage
prepaid. Such notices, demands and other communications will be sent, if to a
Warrant holder, at such Warrant holder's address as shown on the books of the
Corporation, and if to the Corporation at:

                        The Cobalt Group, Inc.
                        2200 First Avenue South
                        Seattle, Washington 98134
                        Attn:  President

or to such other address or to the attention of such other person or entity as
the recipient party has specified by prior written notice to the sending party.


<PAGE>

         7.       GOVERNING LAW. This Warrant shall be construed in accordance
with and governed by the laws of the State of New York without regard to the
principles of conflicts of laws.

         8.       REMEDIES. The Corporation stipulates that the remedies at law
of the holder of this Warrant in the event of any default or threatened default
by the Corporation in the performance of or compliance with any of the terms of
this Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

         9.       MISCELLANEOUS.

                  (A)   AMENDMENTS. The Warrants and any provision hereof may
         be amended or waived only by an instrument in writing signed by the
         Majority Holders, and, if it is to be bound thereby, by the
         Corporation.

                  (B)   DESCRIPTIVE HEADINGS. The descriptive headings of the
         several paragraphs of this Warrant are inserted for purposes of
         reference only, and shall not affect the meaning or construction of any
         of the provisions hereof.

         10.      DEFINITIONS. For the purposes of this Warrant the following
terms have the following meanings:

         "Affiliate" of an entity shall mean any entity which, directly or
indirectly, is controlled by, controls or is under common control with such
entity. As used in this definition, "control" (including, with its correlative
meanings "controlled by" and "under common control with") means the possession
directly or indirectly, of power to direct or cause the direction of the
management and policies of an entity, whether through the ownership of voting
securities, by contract or otherwise.

         "Board" shall mean the Board of Directors of the Corporation.

         "Business Agreement" shall mean that certain Business Agreement, dated
August 18, 2000, by and between the Corporation and AFS.

         "Business Day" shall mean any day other than a Saturday, Sunday,
federal holiday or holiday in the State of Illinois or the State of Washington.

         "Common" shall mean the Corporation's Common Stock, $.01 par value per
share, and any stock into which such stock may hereafter be changed.

         "Majority Holders" shall mean, at any specific time, the holders of
Warrants representing the right to purchase a majority of the number of shares
of Common which are still exercisable at such time upon full exercise of all
then outstanding Warrants.


<PAGE>

         "Securities Act" shall mean the Securities Act of 1933, as amended
prior to or after the date hereof, or any federal statute or statutes which
shall be enacted to take the place of such Act, together with all rules and
regulations promulgated thereunder.

         "Stock" shall include any and all shares, interests or other
equivalents (however designated) of, or participations in, corporate stock.

         "Warrants" shall mean this Warrant, any Warrants issued in substitution
or replacement hereof and any Warrants issued to any transferee or assignee of
all or any portion of this Warrant.

         "Warrant Price" shall mean $6.50, subject to adjustment pursuant to the
provisions of Section 3 hereof.

                            (SIGNATURE ON NEXT PAGE)


<PAGE>

Dated: _________, 2000

THE COBALT GROUP, INC.


By: /s/ David S. Snyder
   ----------------------------------
Name: David S. Snyder
     --------------------------------
Title: Executive Vice President & CFO
      -------------------------------


                           SIGNATURE PAGE TO WARRANT