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                   MASTER LOAN AND SECURITY AGREEMENT NO. 4414

DEBTORS: The Cobalt Group, Inc.           SECURED PARTY: Charter Financial, Inc.
         2200 First Avenue South,                        530 Fifth Avenue
         Suite 400                                       New York, NY 10036
         Seattle, WA  98134

         PartsVoice, LLC
         8305 SE Monterey
         Portland, OR  97266

         IL Acquisition Inc.
         2790 Fisher Road
         Columbus, OH 42304

In consideration of the mutual covenants set forth herein, the above named
Debtor and the above named Secured Party hereby enter into this Master Loan and
Security Agreement and agree to the terms and conditions set forth herein. Each
Loan Schedule which may be executed by Debtor and Secured Party from time to
time pursuant to this Master Loan and Security Agreement shall be deemed to be a
separate loan transaction incorporating all of the terms and conditions of this
Master Loan and Security Agreement. References in this Master Loan and Security
Agreement to "Agreement", "hereunder" and "herein" shall mean a Loan Schedule
which incorporates this Master Loan and Security Agreement.

     1. LOAN SCHEDULES. Debtor shall evidence its agreement to enter into each
Agreement incorporating the terms hereof by executing and delivering to Secured
Party a Loan Schedule in the form annexed hereto as Exhibit 1. Debtor's
execution of a Loan Schedule shall obligate Debtor to make all of the payments
set forth in the Schedule of Obligations as set forth in the Loan Schedule. The
Loan Schedule shall set forth the amount of the Loan, the Term of the Loan, the
number of payments to be made and the amount and dates upon which such payments
are due. The Loan Schedule shall also set forth the Time Balance which means the
aggregate amount of all payments which are payable under the Agreement evidenced
by such Loan Schedule. Secured Party shall have no obligation to enter into or
accept any Loan Schedule and no Loan Schedule shall be binding upon Secured
Party until accepted by Secured Party which acceptance shall be evidenced only
by the execution of such Loan Schedule by Secured Party.

     2. GRANT OF SECURITY INTEREST. Debtor hereby grants to Secured Party a
security interest in the personal property referred to and/or described in each
Loan Schedule (hereinafter with all renewals, substitutions and replacements and
all parts, repairs, improvements, additions and accessories incorporated therein
or affixed thereto referred to as the "Equipment"), together with any and all
proceeds thereof and any and all insurance policies and proceeds with respect
thereto.

     3. OBLIGATIONS SECURED. The aforesaid security interest is granted by
Debtor as security for (a) the payment of the Time Balance (as set forth in the
Loan Schedule) and the payment and performance of all other indebtedness and
obligations now or hereafter owing by Debtor to Secured Party, of any and every
kind and description under the Agreement evidenced by such Loan Schedule, and
any and all renewals and extensions of the foregoing, and all interest, fees,
charges, expenses and attorneys' fees accruing or incurred in connection with
any of the foregoing (all of which Time Balance, indebtedness and obligations
are hereinafter referred to as the "Liabilities") and (b) the payment and
performance of all other indebtedness and obligations now or hereafter owing by
Debtor to Secured Party, of any and every kind and description, howsoever
arising or evidenced including without limitation those arising under other Loan
Schedules, but excluding obligations of Debtor assigned to Secured Party by
third persons (all of which indebtedness and obligations are hereinafter
referred to as the "Other Liabilities"). Subject to Paragraph 16, any nonpayment
of any installment or other amounts due hereunder shall result in the obligation
on the part of Debtor promptly to pay also an amount equal to three and one-half
percent (3.5%), (or the maximum rate permitted by law, whichever is less) of the
installment or other amounts overdue.

     4. DISCLAIMER OF WARRANTIES. DEBTOR ACKNOWLEDGES THAT SECURED PARTY MAKES
NO WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE EQUIPMENT, INCLUDING,
WITHOUT

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LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR
PURPOSE. Secured Party shall not be liable to Debtor for any loss, damage or
expense of any kind or nature caused, directly or indirectly, by any Equipment
secured hereunder or the use or maintenance thereof or the failure of operation
thereof, or the repair, service or adjustment thereof, or by any delay or
failure to provide any such maintenance, repairs, service or adjustment, or by
any interruption of service or loss of use thereof or for any loss of business
howsoever caused. The Equipment shall be shipped directly to Debtor by the
supplier thereof and Debtor agrees to accept such delivery, provided, however,
that Debtor may refuse to accept any non-conforming Equipment in accordance with
Section 2-606 of the Uniform Commercial Code if (i) Secured Party shall not have
advanced payment for the Equipment to the seller thereof or (ii) Debtor
reimburses Secured Party for its payment for the Equipment. No defect or
unfitness of the Equipment, nor any failure or delay on the part of the
manufacturer or the shipper of the Equipment to deliver the Equipment or any
part thereof to Debtor, shall relieve Debtor of the obligation to pay the Time
Balance or any other obligation under this Agreement. Secured Party shall have
no obligation under this Agreement in respect of the Equipment and shall have no
obligation to install, erect, test, adjust or service the Equipment. Secured
Party agrees, so long as there shall not have occurred or be continuing any
Event of Default hereunder or event which with lapse of time or notice, or both,
might become an Event of Default hereunder, that Secured Party will permit
Debtor to enforce in Debtor's own name at Debtor's sole expense any supplier's
or manufacturer's warranty or agreement in respect of the Equipment.

     5. ASSIGNMENT. Any transaction evidenced by a Loan Schedule shall be
assignable by Secured Party, and by its assigns, without the consent of Debtor,
but Debtor shall not be obligated to any assignee except upon written notice of
such assignment from Secured Party or such assignee. The obligation of Debtor to
pay and perform the Liabilities to such assignee shall be absolute and
unconditional and shall not be affected by any circumstance whatsoever, and such
payments shall be made without interruption or abatement notwithstanding any
event or circumstance whatsoever, including, without limitation, the late
delivery, non-delivery, destruction or damage of or to the Equipment, the
deprivation or limitation of the use of the Equipment, the bankruptcy or
insolvency of Secured Party or Debtor or any disaffirmance of this Agreement by
or on behalf of Debtor and notwithstanding any defense, set-off, recoupment or
counterclaim or any other right whatsoever, whether by reason of breach of this
Agreement or of any warranty in respect of the Equipment or otherwise which
Debtor may now or hereafter have against Secured Party, and whether any such
event shall be by reason of any act or omission of Secured Party (including,
without limitation, any negligence of Secured Party) or otherwise; provided,
however, that nothing herein contained shall affect any right of Debtor to
enforce against Secured Party any claim which Debtor may have against Secured
Party in any manner other than by abatement, attachment or recoupment of,
interference with, or set-off, counterclaim or defense against, the
aforementioned payments to be made to such assignee. Debtor's undertaking herein
to pay and perform the Liabilities to an assignee of Secured Party shall
constitute a direct, independent and unconditional obligation of Debtor to said
assignee. Said assignee shall have no obligations under this Agreement or in
respect of the Equipment and shall have no obligation to install, erect, test,
adjust or service the Equipment. Debtor also acknowledges and agrees that any
assignee of Secured Party's interest in this Agreement shall have the right to
exercise all rights, privileges and remedies (either in its own name or in the
name of Secured Party) which by the terms of this Agreement are permitted to be
exercised by Secured Party.

     6. DAMAGE TO OR LOSS OF THE EQUIPMENT; REQUISITION. Debtor assumes and
shall bear the entire risk of loss or damage to the Equipment from any and every
cause, whatsoever. No loss or damage to the Equipment or any part thereof shall
affect any obligation of Debtor with respect to the Liabilities and this
Agreement, which shall continue in full force and effect. Debtor shall advise
Secured Party in writing promptly of any item of Equipment lost or damaged and
of the circumstances and extent of such damage. If the Equipment is totally
destroyed, irreparably damaged, lost, stolen or title thereto shall be
requisitioned or taken by any governmental authority under the power of eminent
domain or otherwise, Debtor shall, at the option of Secured Party, replace the
same with like equipment in good repair, condition and working order, or pay to
Secured Party all Liabilities due and to become due, less the net amount of the
recovery, if any, actually received by Secured Party from insurance or otherwise
for such destruction, damage, loss, theft, requisition or taking. Whenever the
Equipment is destroyed or damaged and, in the reasonable discretion of Secured
Party, such destruction or damage can be repaired, Debtor shall, at its expense,
promptly effect such repairs as Secured Party shall deem necessary for
compliance with clause (a) of paragraph 8 below. Any proceeds of insurance
received by Secured Party with respect to such reparable damage to the Equipment
shall, at the election of Secured Party,


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be applied either to the repair of the Equipment by payment by Secured Party
directly to the party completing the repairs, or to the reimbursement of Debtor
for the cost of such repairs; provided, however, that Secured Party shall have
no obligation to make such payment or any part thereof until receipt of such
evidence as Secured Party shall deem satisfactory that such repairs have been
completed and further provided that Secured Party may apply such proceeds to the
payment of any of the Liabilities or the Other Liabilities due if at the time
such proceeds are received by Secured Party there shall have occurred and be
continuing any Event of Default hereunder or any event which with lapse of time
or notice, or both, would become an Event of Default. Debtor shall, when and as
reasonably requested by Secured Party, undertake, by litigation or otherwise, in
Debtor's name, the collection of any claim against any person for such
destruction, damage, loss, theft, requisition or taking, but Secured Party shall
not be obligated to undertake, by litigation or otherwise, the collection of any
claim against any person for such destruction, damage, loss, theft, requisition
or taking.

     7. REPRESENTATIONS AND WARRANTIES OF DEBTOR. Debtor represents and warrants
that: it has the right, power and authority to enter into and carry out the
terms and provisions of this Agreement; this Agreement constitutes a valid
obligation of the Debtor and is enforceable in accordance with its terms; and
entering into this Agreement and carrying out its terms and provisions will not
violate the terms or constitute a breach of any other agreement to which Debtor
is a party.

     8. AFFIRMATIVE COVENANTS OF DEBTOR. Debtor shall (a) cause the Equipment to
be kept in good condition and use the Equipment only in the manner for which it
was designed and intended so as to subject it only to ordinary wear and tear and
cause to be made all needed and proper repairs, renewals and replacements
thereto; (b) maintain at all times property damage, fire, theft and
comprehensive insurance for the full replacement value of the Equipment, with
loss payable provisions in favor of Secured Party and any assignee of Secured
Party as their interests may appear, and maintain public liability insurance in
amounts satisfactory to Secured Party, naming Secured Party and any assignee of
Secured Party as insureds with all of said insurance and loss payable provisions
to be in form, substance and amount and written by companies reasonably
satisfactory to Secured Party, and deliver the policies therefor, or duplicates
thereof, to Secured Party; (c) pay or reimburse Secured Party for any and all
taxes, assessments and other governmental charges of whatever kind or character,
however designated (together with any penalties, fines or interest thereon)
levied or based upon or with respect to the Equipment, the Liabilities or this
Agreement or upon the manufacture, purchase, ownership, delivery, possession,
use, storage, operation, maintenance, repair, return or other disposition of the
Equipment, or upon any receipts or earnings arising therefrom, or for titling or
registering the Equipment, or upon the income or other proceeds received with
respect to the Equipment or this Agreement provided, however, that Debtor shall
pay taxes on or measured by the net income of Secured Party and franchise taxes
of Secured Party only to the extent that such net income taxes or franchise
taxes are levied or assessed in lieu of any other taxes, assessments or other
governmental charges hereinabove described; (d) pay all shipping and delivery
charges and other expenses incurred in connection with the Equipment and pay all
lawful claims, whether for labor, materials, supplies, rents or services, which
might or could if unpaid become a lien on the Equipment; (e) comply with all
governmental laws, regulations, requirements and rules, all instructions and
warranty requirements of Secured Party or the manufacturer of the Equipment, and
with the conditions and requirements of all policies of insurance with respect
to the Equipment and this Agreement; (f) mark and identify the Equipment with
all information and in such manner as Secured Party may reasonably request from
time to time and replace promptly any such marking or identification which are
removed, defaced or destroyed; (g) at any and all times during business hours,
grant to Secured Party free access to enter upon the premises wherein the
Equipment shall be located and permit Secured Party to inspect the Equipment;
(h) reimburse Secured Party for all charges, costs and expenses (including
reasonable attorneys' fees) incurred by Secured Party in defending or protecting
its interests in the Equipment, in the attempted enforcement or enforcement of
the provisions of this Agreement or in the attempted collection or collection of
any of the Liabilities; (i) indemnify and hold any assignee of Secured Party,
and Secured Party, harmless from and against all claims, losses, liabilities,
damages, judgments, suits, and all legal proceedings, and any and all costs and
expenses in connection therewith (including reasonable attorneys' fees) arising
out of or in any manner connected with the manufacture, purchase, ownership,
delivery, possession, use, storage, operation, maintenance, repair, return or
other disposition of the Equipment or with this Agreement, including, without
limitation, claims for injury to or death of persons and for damage to property,
and give Secured Party prompt notice of any such claim or liability, provided,
however, that Debtor shall not be obligated to indemnify or hold any assignee of
Secured Party, or Secured Party, harmless from or against any claims, losses,
liabilities,


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damages, judgments, suits, or legal proceedings arising out of the gross
negligence or intentional misconduct of Secured Party or any assignee (or any of
their agents) in connection with the repossession or subsequent use, storage,
operation, maintenance, repair, or disposition of the Equipment; and (j)
maintain a system of accounts established and administered in accordance with
generally accepted accounting principles and practices consistently applied,
and, within forty-five (45) days after the end of each fiscal quarter, make
available to Secured Party a balance sheet as at the end of such quarter and
statement of operations for such quarter, and, within one hundred and twenty
(120) days after the end of each fiscal year, make available to Secured Party a
balance sheet as at the end of such year and statement of operations for such
year, in each case prepared in accordance with generally accepted accounting
principles and practices consistently applied and certified by Debtor's chief
financial officer as fairly presenting the financial position and results of
operation of Debtor, and, in the case of year end financial statements,
certified by an independent accounting firm acceptable to Secured Party.

     9. NEGATIVE COVENANTS OF DEBTOR. Debtor shall not (a) create, incur, assume
or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment
of any kind whatsoever upon, affecting or with respect to the Equipment or this
Agreement or any of Debtor's interests hereunder, except for (i) any lien for
taxes, fees, assessments or other governmental charges which are not delinquent
or, in a jurisdiction where payment of such liabilities is abated during the
period of any contest, being contested in good faith by appropriate proceedings,
(ii) statutory liens for warehousemen, carriers, mechanics and materialmen, and
others arising by operation of law in the ordinary course of the Debtor's
business (except for landlords' liens) and which are not delinquent, remain
payable without penalty, or are being contested in good faith by appropriate
proceedings, which proceedings have the effect of preventing forfeiture or sale
of the Equipment subject thereto, and (iii) liens consisting of judgment or
judicial attachment liens, provided that (1) the enforcement of such liens is
effectively stayed and Debtor has pledged additional replacement collateral to
Secured Party of equal or greater value than the amount of such liens, in each
case within fifteen (15) days after the entry thereof or (2) all such unstayed
liens at any time outstanding for Borrower do not exceed $25,000 in the
aggregate; (b) make any changes or alterations in or to the Equipment except as
necessary for compliance with clause (a) of paragraph 8 above or any
modifications intended to extend the performance or usefulness of the Equipment,
provided however that no such modification shall be made if it reduces the value
or marketability of the Equipment and any modification made shall become the
property of Secured Party unless it can be removed without damaging the
Equipment; (c) permit the name of any person, association or corporation other
than Secured Party to be placed on the Equipment as a designation that might be
interpreted as a claim of interest in the Equipment; (d) part with possession or
control of or suffer or allow to pass out of its possession or control any of
the Equipment or change the location of the Equipment or any part thereof from
the locations shown above or any other business location of Debtor as to which
Debtor gives notice to Secured Party in compliance with clause (f) of this
paragraph, except for (i) transportation between any such locations, and (ii)
repair or servicing of the Equipment in the ordinary course of business; (e)
assign or in any way dispose of all or any part of its rights or obligations
under this Agreement or enter into any lease of all or any part of the
Equipment; (f) change its name or address from that set forth above unless it
shall have given Secured Party no less than thirty (30) days prior written
notice thereof; (g) sell any shares of its capital stock or transfer any
ownership interest in the Debtor to any person, persons, entity or entities
(whether in one single transaction or in multiple transactions) which results in
a transfer of a majority interest in the ownership and/or the control of the
Debtor from the person, persons, entity or entities who hold ownership and/or
control of the Debtor as of the date of this Agreement; or (h) consolidate with
or merge into or with any other entity, unless (i) the Debtor shall be the
continuing or surviving entity, (ii) the consolidation or merger shall be
between two of the Debtors shown above on the first page of this Agreement (or
identified in any amendment hereto), or (iii) the consolidation or merger shall
be between any of such Debtors and an entity that is wholly owned by such Debtor
or any of the other of such Debtors and such entity agrees to assume the
obligations of and be a Debtor under this Agreement and (iv) such consolidation
or merger does not result in a material adverse change in the financial
condition of the surviving Debtor(s) on a consolidated basis as compared to such
condition as at the date hereof; or (i) sell, transfer, lease or otherwise
dispose of all or substantially all of Debtor's assets to any person or entity
other than (i) another Debtor or (ii) an entity that is wholly owned by such
Debtor or any other Debtor and such entity agrees to assume the obligations of
and be a Debtor under this Agreement and (iii) such sale, transfer, lease or
other disposition of Debtor's assets does not result in a material adverse
change in the financial condition of the surviving Debtor(s) on a consolidated
basis as compared to such condition as at the date hereof.

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     10. EQUIPMENT PERSONALTY. The Equipment is, and shall at all times be and
remain, personal property notwithstanding that the Equipment or any part thereof
may now be, or hereafter become, in any manner affixed or attached to, or
imbedded in, or permanently resting upon, real property or attached in any
manner to real property by cement, plaster, nails, bolts, screws or otherwise.
If requested by Secured Party with respect to any item of Equipment, Debtor will
obtain and deliver to Secured Party waivers of interest or liens in recordable
form, satisfactory to Secured Party, from all persons claiming any interest in
the real property on which such item of Equipment is installed or located.

     11. EVENTS OF DEFAULT AND REMEDIES. If any one or more of the following
events ("Events of Default") shall occur:

          (a) Debtor shall fail to make (i) any monthly payment of the Time
Balance as set forth in each Loan Schedule within five (5) days of when due; or
(ii) any other payment in respect of the Liabilities when due and such failure
shall continue unremedied for five (5) days after notice thereof to Debtor ; or

          (b) any certification, statement, representation, warranty or
financial report or statement heretofore or hereafter furnished by or on behalf
of Debtor or any guarantor of any or all of the Liabilities proves to have been
false in any material respect at the time as of which the facts therein set
forth were stated or certified or has omitted any material contingent or
unliquidated liability or claim against Debtor or any such guarantor; or

          (c) Debtor or any guarantor of any or all of the Liabilities shall
fail to perform or observe any covenant, condition or agreement to be performed
or observed by it hereunder or under any guaranty agreement and, in the case of
any failure that is capable of being remedied, such failure shall continue
unremedied for fifteen (15) days after notice thereof to Debtor; or

          (d) Debtor or any guarantor of any or all of the Liabilities shall be
in breach of or in default in the payment and performance of any obligation
relating to any of the Other Liabilities or any other obligation of Debtor owed
to Secured Party, including those assigned to Secured Party by third persons,
after giving effect to any applicable cure period; or

          (e) Debtor or any guarantor of any of Debtor's obligations hereunder
shall be in breach of or in default (after giving effect to any applicable cure
period) in the payment or performance of any obligation in excess of five
hundred thousand dollars ($500,000.00) owing to any bank, lender, lessor or
financial institution, howsoever arising, present or future, contracted for or
acquired, and whether joint, several, absolute, contingent, secured, unsecured,
matured or unmatured, and such lender has accelerated its rights with respect
thereto; or

          (f) Debtor or any guarantor of any or all of the Liabilities shall
cease doing business as a going concern (except as permitted by clause (h) or
clause (i) of paragraph 9 above), make an assignment for the benefit of
creditors, admit in writing its inability to pay its debts as they become due,
file a petition commencing a voluntary case under any chapter of Title 11 of the
United States Code entitled "Bankruptcy" (the "Bankruptcy Code"), be adjudicated
an insolvent, file a petition seeking for itself any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
arrangement under any present or future statute, law, rule or regulation or file
an answer admitting the material allegations of a petition filed against it in
any such proceeding, consent to the filing of such a petition or acquiescence in
the appointment of a trustee (other than a trustee under a deed of trust or
similar instrument), receiver or liquidator of it or of all or any part of its
assets or properties, or take any action looking to its dissolution or
liquidation; or

          (g) an order for relief against Debtor or any guarantor of any or all
of the Liabilities shall have been entered under any chapter of the Bankruptcy
Code or a decree or order by a court having jurisdiction in the premises shall
have been entered approving as properly filed a petition seeking reorganization,
arrangement, readjustment, liquidation, dissolution or similar relief against
Debtor or any guarantor of any or all of the Liabilities under any present or
future statute, law, rule or regulation, or within sixty (60) days after the
appointment without Debtor's or such guarantor's consent or acquiescence of any
trustee, receiver or liquidator of it or such guarantor or of all or any part of
its or such guarantor's assets and properties, such appointment


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shall not be vacated, or an order, judgment or decree shall be entered against
Debtor or such guarantor by a court of competent jurisdiction and shall continue
in effect for any period of fifteen (15) consecutive days without a stay of
execution, or any execution or writ or process shall be issued under any action
or proceeding against Debtor whereby the Equipment or its use may be taken or
restrained except as permitted in accordance with clause (a)(iii) of paragraph 9
above; or

          (h) Debtor or any guarantor of any or all of the Liabilities shall
suffer an adverse material change in its financial condition as compared to such
condition as at the date hereof, and as a result of such change in condition
Secured Party reasonably deems itself or the Equipment to be insecure;

then and in any such event, Secured Party may, at the sole discretion of Secured
Party, without notice or demand (except as expressly provided herein) and
without limitation of any rights and remedies of Secured Party under the Uniform
Commercial Code, take any one or more of the following steps:

          (1) Declare all of the Time Balance to be due and payable, whereupon
the same shall forthwith mature and become due and payable as provided for in
paragraph 16 below, provided, however, upon the occurrence of any of the events
specified in subparagraphs (f) and (g) above, all sums as specified in this
clause (1) shall immediately be due and payable without notice to Debtor (the
date on which Secured Party declares all of the Time Balance to be due and
payable is hereinafter referred to as the "Declaration Date");

          (2) proceed to protect and enforce its rights by suit in equity,
action at law or other appropriate proceedings, whether for the specific
performance of any agreement contained herein, or for an injunction against a
violation of any of the terms hereof, or in aid of the exercise of any other
right, power or remedy granted hereby or by law, equity or otherwise; and

          (3) at any time and from time to time, with or without judicial
process and the aid or assistance of others, enter upon any premises wherein any
of the Equipment may be located and, without resistance or interference by
Debtor, take possession of the Equipment on any such premises, and require
Debtor to assemble and make available to Secured Party at the expense of Debtor
any part or all of the Equipment at any place or time designated by Secured
Party; and remove any part or all of the Equipment from any premises wherein the
same may be located for the purpose of effecting the sale or other disposition
thereof; and sell, resell, lease, assign and deliver, grant options for or
otherwise dispose of any or all of the Equipment in its then condition or
following any commercially reasonable preparation or processing, at public or
private sale or proceedings, by one or more contracts, in one or more parcels,
at the same or different times, with or without having the Equipment at the
place of sale or other disposition, for cash and/or credit, and upon any terms,
at such place(s) and time(s) and to such persons, firms or corporations as
Secured Party shall deem best, all without demand for performance or any notice
or advertisement whatsoever, except that Debtor shall be given five (5) business
days' written notice of the place and time of any public sale or of the time
after which any private sale or other intended disposition is to be made, which
notice Debtor hereby agrees shall be deemed reasonable notice thereof. If any of
the Equipment is sold by Secured Party upon credit or for future delivery,
Secured Party shall not be liable for the failure of the purchaser to pay for
same and in such event Secured Party may resell such Equipment. Secured Party
may buy any part or all of the Equipment at any public sale and if any part or
all of the Equipment is of a type customarily sold in a recognized market or
which is the subject of widely distributed standard price quotations Secured
Party may buy at private sale and may make payment therefor by application of
all or a part of the Liabilities and of all or a part of any Other Liabilities.
Any personalty in or attached to the Equipment when repossessed may be held by
Secured Party without any liability arising with respect thereto, and any and
all claims in connection with such personalty shall be deemed to have been
waived unless notice of such claim is made by certified or registered mail upon
Secured Party within five business days after repossession.

Secured Party shall apply the cash proceeds from any sale or other disposition
of the Equipment first, to the reasonable expenses of re-taking, holding,
preparing for sale, selling, leasing and the like, and to reasonable attorneys'
fees and other expenses which are to be paid or reimbursed to Secured Party
pursuant hereto, and second, to all outstanding portions of the Liabilities and
to any Other Liabilities in such order as Secured Party may elect, and third,
any surplus to Debtor, subject to any duty of Secured Party imposed by law to
the holder of any subordinate security interest in the Equipment known to
Secured Party; provided however, that Debtor


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shall remain liable with respect to unpaid portions of the Liabilities owing by
it and will pay Secured Party on demand any deficiency remaining with interest
as provided for in paragraph 16 below.

     12. SECURED PARTY'S RIGHT TO PERFORM FOR DEBTOR. If Debtor fails to perform
or comply with any of its agreements contained herein Secured Party may perform
or comply with such agreement and the amount of any payments and expenses
incurred by Secured Party in connection with such performance or compliance,
together with interest thereon at the rate provided for in paragraph 16 below,
shall be deemed a part of the Liabilities and shall be payable by Debtor upon
demand.

     13. FURTHER ASSURANCES. Debtor will cooperate with Secured Party for the
purpose of protecting the interests of Secured Party in the Equipment,
including, without limitation, the execution of all Uniform Commercial Code
financing statements requested by Secured Party. Secured Party and any assignee
of Secured Party are each authorized to the extent permitted by applicable law
to file one or more Uniform Commercial Code financing statements disclosing any
security interest in the Equipment without the signature of Debtor or signed by
Secured Party or any assignee of Secured Party as attorney-in-fact for Debtor.
Debtor will pay all costs of filing any financing, continuation or termination
statements with respect to this Agreement, including, without limitation, any
documentary stamp taxes relating thereto. Debtor will do whatever may be
necessary to have a statement of the interest of Secured Party and of any
assignee of Secured Party in the Equipment noted on any certificate of title
relating to the Equipment and will deposit said certificate with Secured Party
or such assignee. Debtor shall execute and deliver to Secured Party, upon
request, such other instruments and assurances as Secured Party reasonably deems
necessary or advisable for the implementation, effectuation, confirmation or
perfection of this Agreement and any rights of Secured Party hereunder.

     14. NON-WAIVER; ETC. No course of dealing by Secured Party or Debtor or any
delay or omission on the part of Secured Party in exercising any rights
hereunder shall operate as a waiver of any rights of Secured Party. No waiver or
consent shall be binding upon Secured Party unless it is in writing and signed
by Secured Party. A waiver on any one occasion shall not be construed as a bar
to or a waiver of any right and/or remedy on any future occasion. To the extent
permitted by applicable law, Debtor hereby waives the benefit and advantage of,
and covenants not to assert against Secured Party, any valuation, inquisition,
stay, appraisement, extension or redemption laws now existing or which may
hereafter exist which, but for this provision, might be applicable to any sale
or other disposition made under the judgment, order or decree of any court or
under the powers of sale and other disposition conferred by this Agreement or
otherwise. Debtor hereby waives any right to a jury trial with respect to any
matter arising under or in connection with this Agreement.

     15. ENTIRE AGREEMENT; SEVERABILITY; ETC. This Agreement constitutes the
entire agreement between Secured Party and Debtor and all conversations,
agreements and representations relating to this Agreement or to the Equipment
are integrated herein. If any provision hereof or any remedy herein provided for
shall be invalid under any applicable law, such provision or remedy shall be
inapplicable and deemed omitted, but the remaining provisions and remedies
hereunder shall be given effect in accordance with the intent hereof. Neither
this Agreement nor any term hereof may be changed, discharged, terminated or
waived except in an instrument in writing signed by the party against which
enforcement of the change, discharge, termination or waiver is sought. This
Agreement shall in all respects be governed by and construed in accordance with
the internal laws of the State of New York, including all matters of
construction, validity and performance, and shall be deemed a purchase money
security agreement within the meaning of the Uniform Commercial Code. The
captions in this Agreement are for convenience of reference only and shall not
define or limit any of the terms or provisions hereof. This Agreement shall
inure to the benefit of and be binding upon Secured Party and Debtor and their
respective successors and assigns, subject, however, to the limitations set
forth in this Agreement with respect to Debtor's assignment hereof. No right or
remedy referred to in this Agreement is intended to be exclusive but each shall
be cumulative and in addition to any other right or remedy referred to in this
Agreement or otherwise available to Secured Party at law or in equity, and shall
be in addition to the provisions contained in any instrument referred to herein
and any instrument supplemental hereto. Debtor shall be liable for all
reasonable costs and expenses, including reasonable attorneys' fees and
disbursements, incurred by reason of the occurrence of any Event of Default or
the exercise of Secured Party's remedies with respect thereto. Time is of the
essence with respect to this Agreement and all of its provision.

<PAGE>

     16. PREPAYMENT; REBATE; INTEREST. Except for the installment payments of
the Time Balance as set forth in the Schedule of Obligations and as provided in
the Prepayment Agreement(s) between Debtor and Secured Party, the Debtor may not
prepay the Time Balance, in whole or in part, at any time. In the event Secured
Party declares all of the Time Balance to be due and payable pursuant to clause
(1) of paragraph 11 above, Debtor shall pay to Secured Party an amount equal to
the sum of (a) all accrued and unpaid amounts as of the Declaration Date plus
interest thereon, and (b) the present value of all future installments set forth
in this Agreement over the remaining unexpired term of this Agreement discounted
to present value using a discount rate of five percent (5%), provided that the
amount of interest earned by Secured Party computed as aforesaid shall not
exceed the highest amount permitted by applicable law. The Time Balance as
reduced to present value in accordance with the preceding sentence shall bear
interest from and after the Declaration Date, and all other Liabilities due and
payable under this Agreement (including past due installments) shall bear
interest from and after their respective due dates, at the lesser of 1.25% per
month or the highest rate permitted by applicable law, provided, however, that
Debtor shall have no obligation to pay any interest on interest except to the
extent permitted by applicable law.

     17. CONSENT TO JURISDICTION. Debtor hereby irrevocably consents to the
jurisdiction of the courts of the State of New York and of any federal court
located in such state in connection with any action or proceeding arising out of
or relating to this Agreement or the transactions contemplated hereby. Any such
action or proceeding will be maintained in the United States District Court for
the Southern District of New York or in any court of the State of New York
located in the County of New York and Debtor waives any objections based upon
venue or FORUM NON CONVENIENS in connection with any such action or proceeding.
Debtor consents that process in any such action or proceeding may be served upon
it by registered mail directed to Debtor at its address set forth at the head of
this Agreement or in any other manner permitted by applicable law or rules of
court. Debtors, The Cobalt Group, Inc. and IL Acquisition, Inc., hereby
irrevocably appoint JGB Service Corporation, 600 University Street, Suite 3600,
Seattle, WA 98101 as their agent to receive service of process in any such
action or proceeding and Debtor, PartsVoice LLC, hereby irrevocably appoints
Darin Carlson, 900 S. W. Fifth Avenue, Suite 2600, Portland, OR 97204 as its
agent to receive service of process in any such action or proceeding.

     18. NOTICES. Notice hereunder shall be deemed given if served personally or
by certified or registered mail, return receipt requested, to Secured Party and
Debtor at their respective addresses set forth at the head of this Agreement.
Any party hereto may from to time by written notice to the other change the
address to which notices are to be sent to such party. A copy of any notice sent
by Debtor to Secured Party shall be concurrently sent by Debtor to any assignee
of Secured Party of which Debtor has notice.

     19. STATUTORY NOTICES.

                                     WARNING

     Unless you provide us with evidence of the insurance coverage as required
by our contract or loan agreement, we may purchase insurance at your expense to
protect our interest. This insurance may, but need not, also protect your
interest. If the collateral becomes damaged, the coverage we purchase may not
pay any claim you make or any claim made against you. You may later cancel this
coverage by providing evidence that you have obtained property coverage
elsewhere.

     You are responsible for the cost of any insurance purchased by us. The cost
of this insurance may be added to your contract or loan balance. If the cost is
added to your contract or loan balance, the interest rate on the underlying
contract or loan will apply to this added amount. The effective date of coverage
may be the date your prior coverage lapsed or the date you failed to provide
proof of coverage.

     The coverage we purchase may be considerably more expensive than insurance
you can obtain on your own and may not satisfy any need for property damage
coverage or any mandatory liability insurance requirements imposed by applicable
law.

<PAGE>

     UNDER OREGON LAW (ORS 41.580), AFTER OCTOBER 8, 1989, MOST AGREEMENTS,
PROMISES AND COMMITMENTS MADE BY A LENDING PARTY CONCERNING LOANS AND OTHER
CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR
SECURED SOLELY BY THE BORROWER'S RESIDENCE, MUST BE IN WRITING, SET FORTH THE
CONSIDERATION GIVEN AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE LENDING
PARTY TO BE ENFORCEABLE.

     ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.

     As used herein for the purposes of this paragraph 19 only:

     "You" shall mean the Debtor.

     "We" or "us" shall mean the Secured Party.

     The Debtor agrees to all the provisions set forth above. This Agreement is
executed pursuant to due authorization. DEBTOR ACKNOWLEDGES RECEIPT OF A SIGNED
TRUE COPY OF THIS AGREEMENT.

Date                           20        Accepted on                     20
    --------------------------   ----               ---------------------  ----

THE COBALT GROUP, INC. (Debtor)          CHARTER FINANCIAL, INC. (Secured Party)
(Signature of Proprietor or name
of Corporation or Partnership)

By___________________________________    By______________________________
                                            James M. Giaimo
Its__________________________________       Its Vice President
(if Corporation, President or Vice
President should sign and give official
title; if Partnership, state partner;
if L.L.C., state member or manager)

PARTSVOICE, LLC (Debtor)
By The Cobalt Group, Inc.

By___________________________________

Its__________________________________

(if Corporation, President or Vice
President should sign and give official
title; if Partnership, state partner;
if L.L.C., state member or manager)

IL ACQUISITION INC. (Debtor)

By___________________________________

Its__________________________________

(if Corporation, President or Vice
President should sign and give official
title; if Partnership, state partner;
if L.L.C., state member or manager)