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                                                                    EXHIBIT 10.1


                         INTERACTIVE MARKETING AGREEMENT

         This Interactive Marketing Agreement (the "Agreement"), dated as of
April 13, 1999 (the "Effective Date"), is between America Online, Inc. ("AOL"),
a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166,
and AutoConnect, L.L.C. ("Marketing Partner", or "MP"), a Delaware limited
liability company, with offices at 1400 Lake Hearn Drive, Atlanta, Georgia
30319. AOL and MP may be referred to individually as a "Party" and collectively
as the "Parties."

                                  INTRODUCTION

         AOL and MP each desires to enter into an interactive marketing
relationship whereby AOL will promote and distribute an interactive site
referred to (and further defined) herein as the Affiliated MP Site. This
relationship is further described below and is subject to the terms and
conditions set forth in this Agreement. Defined terms used but not defined in
the body of the Agreement will be as defined on Exhibit B attached hereto.

                                      TERMS

1.       PROMOTION, DISTRIBUTION AND MARKETING.

         1.1.     AOL PROMOTION OF AFFILIATED MP SITE. AOL will provide MP with
                  the promotions for the Affiliated MP Site described on Exhibit
                  A attached hereto and in Sections 1.2.1 and 1.2.2 below.
                  Subject to MP's reasonable prior approval, AOL will have the
                  right to fulfill its promotional commitments with respect to
                  any of the foregoing by providing MP comparable promotional
                  placements in appropriate alternative areas of the AOL
                  Network. In addition, if AOL is unable to deliver any
                  particular Promotion, AOL will work with MP to provide MP, as
                  its sole remedy, a comparable promotional placement. AOL
                  reserves the right to redesign or modify the organization,
                  structure, "look and feel," navigation and other elements of
                  the AOL Network at any time. In the event such modifications
                  materially and adversely affect any specific Promotion, AOL
                  will work with MP to provide MP, as its sole remedy, a
                  comparable promotional placement. The promotions described on
                  Exhibit A and in Sections 1.2.1 and 1.2.2 and any comparable
                  promotions provided herein shall be referred to as the
                  "Promotions." In the event that AOL discontinues its
                  Classified Auto Category, the Parties shall attempt to agree,
                  within * (*) days of such discontinuance, upon
                  comparable promotional placements to be provided to MP, to the
                  extent of the promotional commitments still owed to MP under
                  this Agreement. In the event that the Parties cannot agree on
                  such comparable promotional placements within such * (*)
                  day period, the parties will submit such dispute to the
                  Management Committee (as defined in Section 6.1 hereof) for
                  resolution. If the Management Committee cannot resolve such
                  dispute within an additional * (*) days, MP shall have
                  the right to terminate this Agreement upon written notice to
                  AOL. In the event of termination of this Agreement by MP in
                  accordance with this Section 1.1, AOL shall refund to MP the
                  pro rata portion of the payments made pursuant to Section 4.1
                  hereof equal to the value of the Classifieds Final Sponsorship
                  Shortfall as defined in Section 1.2.2 hereto, to be determined
                  in accordance with the allocation methodology set forth in
                  Section 1.2.2 hereof.

         1.2.     IMPRESSIONS COMMITMENT.

                  1.2.1.   During the Term, AOL shall deliver * Impressions (*)
                           to MP through the Promotions described on Exhibit A
                           (the "Promotions Impressions Commitment"). In the
                           event there is (or


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                           will be in AOL's reasonable judgment) a shortfall in
                           the Promotions Impressions Commitment as of the end
                           of the Initial Term (a "Final Promotions Shortfall"),
                           AOL will provide MP, as MP's sole remedy, with one of
                           the following three remedies: (a) continuation of
                           Promotions until such time as the Final Promotions
                           Shortfall has been delivered, (b) an advertising
                           credit equal to the value of the Final Promotions
                           Shortfall (determined by multiplying the percentage
                           of Impressions that were not delivered by the total,
                           guaranteed payment provided for in Section 4.1 below)
                           to be used to purchase (subject to availability)
                           inventory within the Levels described on Exhibit A at
                           the CPMs specified therein for each Level, or (c) a
                           refund of a pro rata portion of the payments made
                           pursuant to Section 4.1 equal to the value of the
                           Final Promotions Shortfall (determined by multiplying
                           the percentage of Impressions that were not delivered
                           by the total, guaranteed payment provided for in
                           Section 3.1 below). In the event of a Final
                           Promotions Shortfall, AOL shall promptly provide MP
                           with written notice of the Final Promotions Shortfall
                           and AOL shall determine, in its sole discretion,
                           which of the remedies set forth in the foregoing
                           sentence shall be provided to MP.


                           In the event that AOL selects remedy (a) or (b) set
                           forth above, AOL shall deliver the Final Impression
                           Shortfall to MP within six (6) months following the
                           expiration of the Initial Term.


                           At least * (*) Impressions shall be delivered to the
                           main screen of the vehicles department of Classifieds
                           Plus (the "Classifieds Plus Sponsorship Impressions
                           Commitment") and at least * Impressions (*) shall be
                           delivered to the main screen of the Decision Guide
                           Affiliated Site (the "DGAS Sponsorship Impressions
                           Commitment").

                  1.2.2.   In the event there is (or will be in AOL's reasonable
                           judgment) a shortfall in the Classifieds Plus
                           Sponsorship Impression Commitment as of the end of
                           the Initial Term (a "Classifieds Final Sponsorship
                           Shortfall"), AOL will provide MP, as MP's sole
                           remedy, with one of the following two remedies: (a)
                           AOL will continue to deliver Impressions on the main
                           screen of the vehicle department of Classified Plus
                           until such time as the Classifieds Final Sponsorship
                           Shortfall has been delivered, or (b) AOL will pay MP
                           a refund of * for each Impression to the main screen
                           of the vehicle department of Classified Plus
                           committed to but not delivered. In the event of a
                           Classifieds Final Sponsorship Shortfall, AOL shall
                           promptly provide MP with written notice of the
                           Classifieds Final Sponsorship Shortfall and AOL shall
                           determine, in its sole discretion, which of the
                           remedies set forth in the foregoing sentence shall be
                           provided to MP. In the event there is (or will be in
                           AOL's reasonable judgment) a shortfall in the DGAS
                           Sponsorship Impression Commitment as of the end of
                           the Initial Term (a "DGAS Final Sponsorship
                           Shortfall"), AOL will provide MP, as MP's sole
                           remedy, with one of the following three remedies: (a)
                           AOL will continue to deliver Impressions on the
                           Decision Guide Affiliated Site until such time as the
                           DGAS Final Sponsorship Shortfall has been delivered,
                           (b) AOL will give MP an advertising credit equal to *
                           cents times the number of undelivered Impressions to
                           be used to purchase (subject to availability)
                           inventory within the Levels described on Section A of
                           Exhibit A at the CPMs specified therein for each
                           Level or (c) AOL will pay MP a refund of * cents for
                           each Impression to the Decision Guide Affiliated Site
                           committed to but not delivered. In the event of a
                           DGAS Final Sponsorship Shortfall, AOL shall promptly
                           provide MP with written notice of the DGAS Final
                           Sponsorship Shortfall and AOL shall determine, in its
                           sole discretion, which of the remedies set forth in
                           the foregoing sentence shall be provided to MP.


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         1.3.     CONTENT OF PROMOTIONS. Promotions for MP will link only to the
                  Affiliated MP Site and will promote only the MP Products
                  listed on Exhibit D. The specific MP Content to be
                  contained within the Promotions (including, without
                  limitation, advertising banners and contextual promotions)
                  (the "Promo Content") will be determined by MP, subject to
                  AOL's technical limitations, the terms of this Agreement and
                  AOL's then-applicable policies relating to advertising and
                  promotions (provided that, with respect to AOL's
                  then-applicable policies relating to advertising and
                  promotions, MP shall not be in breach of this Agreement for
                  violations of any such policies to the extent that MP was not
                  aware of the applicable terms of any such then-applicable
                  policies). MP will meet in person or by telephone with its
                  designated AOL account services representative at least
                  monthly to review operations and performance hereunder,
                  including a review of the Promo Content to ensure that it is
                  designed to maximize performance. MP will consistently update
                  the Promo Content no less than twice per month. Except to the
                  extent expressly described herein, the specific form,
                  placement, duration and nature of the Promotions will be as
                  determined by AOL in its reasonable editorial discretion
                  (consistent with the editorial composition of the applicable
                  screens).

         1.4.     MP PROMOTION OF AFFILIATED MP SITE AND AOL. As set forth in
                  Exhibit C, MP will promote the availability of the Affiliated
                  MP Site through the AOL Network.

2.       AFFILIATED MP SITE AND DECISION GUIDE.

         2.1.     CONTENT. MP will make available through the Affiliated MP Site
                  the comprehensive offering of MP services and other related
                  Content described on Exhibit D. Except as mutually agreed in
                  writing by the Parties, the Affiliated MP Site will contain
                  only Content that is directly related to the MP services
                  listed on Exhibit D and will not contain any third-party
                  products, services, programming or other Content unrelated to
                  the MP services described on Exhibit D hereto. MP will review,
                  delete, edit, create, update and otherwise manage all Content
                  available on or through the Affiliated MP Site in accordance
                  with the terms of this Agreement. MP will ensure that the
                  Affiliated MP Site shall not in any respect promote,
                  advertise, market or distribute the products, services or
                  content of any other Interactive Service. AOL has provided MP
                  a list of categories in which AOL has established exclusive or
                  premier relationships with third parties. MP agrees that it
                  shall secure AOL's approval before entering into any agreement
                  to promote, advertise, market or distribute, within the
                  Affiliated MP Site, the products or services of any entity
                  primarily engaged in any of the listed lines of business;
                  provided, however, that MP shall have no obligation to seek
                  such approval before entering into any agreement with any
                  entity in any such listed line of business if, as of the
                  Effective Date, MP has an existing agreement to promote,
                  advertise, market or distribute the products, services or
                  content of any entity in such category (e.g., insurance
                  information, Internet-based mapping services, etc.).

         2.2.     CUSTOMIZATION OF THE AFFILIATED MP SITE. MP shall create, at
                  its own cost and expense, the customized Affiliated MP Site,
                  as well as any appropriate infrastructure additions to the
                  Affiliated MP Site to support the projected traffic growth
                  thereon. The Affiliated MP Site will have substantially
                  similar look and feel as the MP Look and Feel and will be
                  co-branded with the appropriate AOL Three System trademarks,
                  in accordance with MP's then current co-branding format (with
                  the general prominence and placement of such co-branding to
                  appear substantially as displayed on Exhibit K attached
                  hereto) (collectively, the "Affiliated Site Look and Feel").
                  MP reserves the right to redesign or modify the Affiliated
                  Site Look and Feel at any time (subject to the terms of this
                  Agreement, including without limitation regarding AOL's
                  ownership and control of such AOL trademarks and any Content
                  or other elements of the Affiliated Site Look and Feel
                  supplied by AOL) and to redesign and modify the Affiliated MP
                  Site accordingly. Upon the initial launch of the MP Affiliate
                  Site, such customization shall include, without limitation,
                  the following: (i) a

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                  prominent link back to the main screen of Classifieds Plus
                  below the toolbar on such main screen (or, in the event of any
                  redesign of such area, in a comparable location) and (ii) a
                  link back to the area of the AOL Network from which the AOL
                  User has come to the Affiliated MP Site, the appearance of
                  which shall be substantially as set out in Exhibit K (it being
                  understood and agreed by the Parties that such Exhibit is for
                  illustrative purposes only, and that the precise design and
                  color is subject to modifications therefrom and that such AOL
                  designated area on such Exhibit may be branding and/or
                  navigational links); provided, however, that AOL will work
                  with MP to design such links and to ensure that such links are
                  directed to the appropriate pages within the AOL Three System
                  (including, without limitation, by providing relevant URLs to
                  MP; and (iii) the URL of the Affiliated MP Site shall be
                  www.autoconnect.aol.com or any such other URL as described
                  below; provided, however, that such URL shall at all times
                  include prominently both (x) "autoconnect" (or any successor
                  brand of MP) and (y) "aol.com" or "csi.com" or any other
                  relevant name, brand or initials of the AOL Three System (or
                  any successor thereto), as determined by AOL. AOL shall work
                  with MP and any third party traffic measurement service (e.g.,
                  Media Metrix), to facilitate MP's receiving credit for traffic
                  to such URL as part of its overall network. MP will ensure
                  that the Affiliated MP Site will be presented predominantly as
                  a destination site for information on shopping for,
                  purchasing, and owning a used car. In addition, MP shall, as
                  promptly as practicable, replace the pre-existing "new car"
                  button on the Affiliated MP Site with a similar button saying
                  "new car info" (or a substantially similar message) to remain
                  conceptually similar thereto during the Term. When MP launches
                  a redesigned MP Interactive Site (currently anticipated for
                  the early fall of 1999), MP shall include, in lieu of the back
                  links described in subsections (i) and (ii), above, a
                  navigational tool bar, for navigation within the applicable
                  portion of the AOL Three System (to contain only navigation
                  and branding, but not to include banner advertisements), to be
                  created and served by AOL (the "Tool Bar"), at the top of each
                  page of the MP Affiliate Site. AOL shall control all
                  programming and applicable branding of such Tool Bar, and the
                  size and general appearance of such Tool Bar is to be
                  substantially in the form as shown on Exhibit J attached
                  hereto (it being understood and agreed by the Parties that
                  such Exhibit is for illustrative purposes only, and that the
                  precise design and color is subject to modifications
                  therefrom). MP shall use commercially reasonable efforts to
                  achieve launch of the re-designed Affiliated MP Site on or
                  before September 1, 1999, and shall in any event launch the
                  re-designed Affiliated MP Site on or before October 15, 1999.

         2.3.     PRODUCTION WORK. Except as agreed to in writing by the Parties
                  pursuant to the "Production Work" section of the Standard
                  Online Commerce Terms & Conditions attached hereto as Exhibit
                  F, MP will be responsible for all production work associated
                  with the Affiliated MP Site, including all related costs and
                  expenses, (except that, if and to the extent AOL supplies and
                  serves any advertisements to the Affiliated MP Site, AOL shall
                  pay any costs or expenses directly associated with serving
                  such advertisements to the Affiliated MP Site, and that AOL
                  shall pay the relevant programming expenses for the Tool Bar
                  and, if the Tool Bar is served by AOL, AOL will then pay any
                  costs or expenses directly associated with serving the Tool
                  Bar).

         2.4.     TECHNOLOGY. MP will take all reasonable steps necessary to
                  conform its promotion of Products through the Affiliated MP
                  Site to the then-existing technologies identified by AOL which
                  are optimized for the AOL Service. AOL will be entitled to
                  require reasonable changes to the Content (including, without
                  limitation, the features or functionality) of the Affiliated
                  MP Site to the extent such Content will, in AOL's good faith
                  judgment, adversely affect any operational aspect of the AOL
                  Network. AOL reserves the right to review and test the
                  Affiliated MP Site from time to time to determine whether the
                  site is compatible with AOL's then-available client and host
                  software and the AOL Network.


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         2.5.     PRODUCT OFFERING. MP will ensure that the Affiliated MP Site
                  includes all of the Products and other Content (including,
                  without limitation, any features, offers, contests,
                  functionality or technology) that are then made available by
                  or on behalf of MP through any Additional MP Channel;
                  provided, however, that (i) such inclusion will not be
                  required where it is commercially or technically impractical
                  to either Party (i.e., inclusion would cause either Party to
                  incur substantial incremental costs), (ii) such inclusion will
                  not be required where it would be a violation of MP's
                  obligation under Section 2.1 or Section 2.10 of this
                  Agreement; and (iii) the specific changes in scope, nature
                  and/or offerings required by such inclusion will be subject to
                  AOL's review and approval (which shall not be unreasonably
                  withheld) and the terms of this Agreement.

         2.6.     EXCLUSIVE OFFERS/MEMBER BENEFITS. MP shall promote through the
                  Affiliated MP Site at least once per quarter a special offer
                  exclusively available to AOL Users (the "AOL Exclusive
                  Offers"). The AOL Exclusive Offers shall provide a member
                  benefit to AOL Users, either by virtue of a meaningful price
                  discount, product enhancement, unique service benefit or other
                  special feature (e.g., offering of free T-shirts, baseball
                  caps, used cars, etc). MP will provide AOL with reasonable
                  prior notice of AOL Exclusive Offers so that AOL can market
                  the availability of such AOL Exclusive Offers in the manner
                  AOL deems appropriate in its editorial discretion.

         2.7.     OPERATING STANDARDS. MP will ensure that the Affiliated MP
                  Site complies at all times with the standards set forth in
                  Exhibit E. To the extent site standards are not established in
                  Exhibit E with respect to any aspect or portion of the
                  Affiliated MP Site (or the Products or other Content contained
                  therein), MP will provide such aspect or portion at a level of
                  accuracy, quality, completeness, and timeliness that meets or
                  exceeds prevailing standards in the online industry for
                  providers of the services set forth on Exhibit D. In the event
                  MP fails to comply (1) with its obligation under Section 2.1
                  of this Agreement to ensure that the Affiliated MP Site will
                  not promote, advertise, market or distribute the products
                  services or content of any other Interactive Service or (2)
                  with the provisions of Exhibit E (except for Sections 1 and
                  4), or (3) with any other material terms of AOL's Terms of
                  Service, Privacy Policy, or technical requirements herein,
                  which failure, by its nature, requires immediate action by AOL
                  (e.g., offensive content on the Affiliated MP Site,
                  significant technical problems or incompatibilities of the
                  Affiliated MP Site or the Promo Content with the AOL Network,
                  or other situations causing a significant and material adverse
                  effect on the AOL Service or other AOL products or creating a
                  material poor user experience), in the good faith judgement of
                  AOL, then, in any such case, AOL will have the right (in
                  addition to any other remedies available to AOL hereunder) to
                  decrease the applicable promotion (i.e., remove links to such
                  offending areas only, to the extent possible, in a manner
                  narrowly tailored to address the particular problem, to the
                  extent possible) it provides to MP hereunder (and to decrease
                  or cease any other contractual obligation hereunder) until
                  such time as MP corrects its non-compliance (and in such
                  event, AOL will be relieved of the proportionate amount of any
                  promotional commitment made to MP by AOL hereunder
                  corresponding to such decrease in promotion) and any revenue
                  threshold(s) set forth in Section 4 will each be adjusted
                  proportionately to correspond to such decrease in promotion
                  and other obligations during the period of non-compliance;
                  provided that AOL shall use best efforts to notify MP of such
                  non-compliance promptly upon becoming aware of such
                  non-compliance and AOL shall make good faith efforts to
                  attempt to deliver such notice to MP prior to or
                  contemporaneously with any action by AOL authorized by this
                  sentence. In addition, AOL agrees to make good faith efforts
                  to work with MP to resolve such non-compliance as quickly as
                  possible. Promptly after MP has corrected such non-compliance,
                  AOL shall resume the level of promotions (or other contractual
                  obligation if applicable) in effect prior to such
                  non-compliance.


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         2.8.     ADVERTISING SALES. For the first six (6) months following the
                  Effective Date (the "Ad Rep Exclusivity Period"), AOL shall
                  have the exclusive right (the "AOL Exclusive Right") to sell
                  promotions, advertisements, links, pointers, or similar
                  services or rights (i) on or through the Decision Guide
                  Affiliated Site (collectively the "DGAS Advertisements") and
                  (ii) in any areas of the Affiliated MP Site as mutually agreed
                  upon by the Parties (the "AMPS Advertisements") . AOL shall
                  retain all revenues from the DGAS Advertisements and the AMPS
                  Advertisements during the Ad Rep Exclusivity Period; provided,
                  however, that AOL shall pay MP an amount equal to * (*) cents
                  per Impression with respect to DGAS Advertisements or AMPS
                  Advertisements sold on the Decision Guide Affiliated Site or
                  the Affiliated MP Site during such period, as the case may be.
                  Upon the expiration of the Ad Rep Exclusivity Period, MP shall
                  have the right to terminate the AOL Exclusive Right. Upon the
                  expiration or termination of the Ad Rep Exclusivity Period,
                  the right to sell the DGAS Advertisements and AMPS
                  Advertisements shall revert to MP, which, subject to Section
                  4.3, shall be entitled to retain all revenue from the sale of
                  such advertisements.

         2.9      TRAFFIC FLOW. MP will make the same efforts to ensure that
                  traffic is kept within the Affiliated MP Site that MP makes to
                  ensure that traffic is kept within the MP Interactive Site.
                  Without limiting the generality of the foregoing, the
                  Affiliated MP Site will include the customizations described
                  in Section 2.2, above.

         2.10.    NEW CARS. The Affiliated MP Site may contain only general
                  information regarding new cars (e.g., model specifications,
                  reviews), but may not contain any specific mechanism to effect
                  the purchase of a new car. Specifically, MP will ensure that
                  the Affiliated MP Site does not contain (i) offers to sell new
                  cars (on behalf of MP or any third party), (ii) any mechanism
                  through which a user can make an offer to purchase a new
                  car(s), provided, however, that the foregoing restriction
                  shall not prevent MP from running banner advertisements for
                  new car manufacturers, provided, further, that such banner
                  advertisements shall not be targeted solely to AOL Users, nor
                  be permanent links on any page (nor the functional equivalent
                  thereof) to predominately new car related areas (either of car
                  manufacturers or dealers), (iii) links or pointers to any
                  interactive area which offers solely new cars for sale, or
                  (iv) contact information of any type (e.g., addresses, phone
                  numbers, links to web sites) for any entity which sells solely
                  new cars.

         2.11.    USED CAR DECISION GUIDE AFFILIATED SITE GUIDELINES. The
                  Decision Guide Affiliated Site pointed to from each of the AOL
                  Service, AOL.com, and CompuServe shall contain branding for
                  both the relevant AOL property and MP and shall be designed to
                  assist AOL Users solely in the purchase of used cars. The
                  branding treatment given to each party's brand shall be
                  substantially in the form shown in the screenshot attached
                  hereto as Exhibit H (it being understood and agreed by the
                  Parties that such Exhibit is for illustrative purposes only,
                  and that the precise design and color is subject to
                  modifications therefrom and that such AOL designated area on
                  such Exhibit may be branding and/or navigational links). Upon
                  AOL's request, and subject to any limitations on MP's rights
                  to third-party content, MP shall supply to AOL any Content
                  necessary for AOL to create the Decision Guide Affiliated
                  Site. The Content requested by AOL may include, without
                  limitation, Content related to used cars. The existing
                  Decision Guide Affiliated Site will be hosted by AOL and will
                  incorporate the Affiliated Site Look and Feel. The parties
                  shall mutually agree upon any enhancements to be made to the
                  Decision Guide Affiliated Site and the allocation of the cost
                  of such enhancements, except that MP shall, as promptly as
                  practicable, replace the pre-existing "new car" button on the
                  Decision Guide Affiliated Site with a similar button saying
                  "new car info" (or a substantially similar message), at MP's
                  expense, to remain conceptually similar thereto during the
                  Term. MP acknowledges that AOL may promote the Decision Guide
                  Affiliated Site from areas of the AOL Network determined by
                  AOL in its sole discretion. Subject to all the terms hereof
                  (including without


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                  limitation, with respect to ownership and licensing), the Used
                  Car Decision Guide shall be available through the Decision
                  Guide Affiliated Site. The Tool Bar shall appear at the top of
                  each page of the Decision Guide Affiliated Site. AOL shall
                  control all programming and applicable branding of such Tool
                  Bar, and the size and general appearance of the Tool Bar is to
                  be substantially in the form as shown on Exhibit J attached
                  hereto (it being understood and agreed by the Parties that
                  such Exhibit is for illustrative purposes only, and that the
                  precise design and color is subject to modifications
                  therefrom).

         2.12.    LICENSE OF DECISION GUIDE. As part of this Agreement and
                  subject to all of the terms and conditions contained herein,
                  during the Initial Term hereof (but expressly not surviving
                  thereafter, notwithstanding anything else to the contrary
                  herein) AOL hereby grants to MP a non-exclusive,
                  non-transferable, royalty-free license to use, advertise,
                  market, promote, distribute and transmit (i) the Used Car
                  Decision Guide for use only in connection with the Decision
                  Guide Affiliated Site and (ii) the Decision Guides for use
                  only in connection with MP's primary MP Interactive Site (but
                  not in any event to be distributed separately from the primary
                  MP Interactive Site nor integrated into any third party
                  website), subject to being co-branded as displayed on Exhibit
                  I hereto (e.g., with respect to prominence of the branding)
                  (it being understood and agreed by the Parties that such
                  Exhibit is for illustrative purposes only, and that the
                  precise design and color is subject to modifications
                  therefrom, and that such branding shall be AOL branding rather
                  than the PersonaLogic branding displayed on such Exhibit,
                  provided however that if and to the extent MP creates a
                  version of an MP Interactive Site which is a co-branded or
                  private labeled version over which a third party has
                  significant approval rights or to the extent MP has a
                  distribution agreement with a third party that is an AOL
                  Competitor, then such Decision Guide co-branding as described
                  on Exhibit I shall be PersonaLogic branded rather than AOL
                  (substantially similar to as it as appears on such Exhibit I,
                  with the message remaining as PersonalLogic), and MP shall
                  request in good faith that such third party agree to promote
                  AOL branding as described in this paragraph (but if, despite
                  MP's efforts to include such AOL branding in place of
                  PersonaLogic branding, MP is not able to promote AOL instead
                  as described, then MP will not be deemed in breach of this
                  paragraph) (the "Decision Guide License"), subject to the
                  other terms of this Agreement. MP may not assign (except as
                  provided in Section 24 of Exhibit G hereof) or sublicense the
                  Decision Guide License. As between the Parties, AOL or its
                  licensor owns all intellectual property rights and all right,
                  title and interest in the Decision Guides, and shall own all
                  modifications, alterations, additions, enhancements and
                  improvements thereto ("Modifications") (including, without
                  limitation, any Modifications made or proposed by MP thereto),
                  subject to the limited license rights granted to MP set forth
                  in this Section 2.12. MP shall have no right to make
                  Modifications to the Decision Guides, and MP agrees not to
                  reverse engineer or otherwise attempt discover the source code
                  or operating logic of the Decision Guides; provided, however,
                  that if MP shall for any reason make or cause to be made any
                  Modification to the Decision Guides, it shall promptly
                  disclose and assign to AOL all such Modifications.
                  Notwithstanding the foregoing (but subject to Sections 6 and 7
                  of Exhibit F, attached hereto), MP shall retain all rights in
                  the MP supplied Licensed Content (but not any AOL supplied
                  Content, e.g., with respect to the Decision Guide Affiliated
                  Site), and the MP Look and Feel, that it incorporates or
                  provides to AOL for incorporation into the Decision Guides,
                  and AOL shall retain all rights in and to the AOL Look and
                  Feel and the Decision Guides. MP agrees that it will not, at
                  any time during or after the Term, (i) do anything which may
                  adversely affect the validity or enforceability of any
                  trademark, trade name, patent, copyright or trade secret
                  related to the Decision Guides belonging to or licensed to AOL
                  (including, without limitation, any act, or any assistance to
                  act, which may infringe or lead to the infringement of any
                  proprietary right in any AOL product or service related to the
                  Decision Guides) or (ii) exercise, or attempt to exercise, any
                  proprietary rights in any AOL products or services related to
                  the Decision Guides. AOL represents and warrants to MP that
                  during the Term and from and after the


                                       7
<PAGE>   8
                  Effective Date, the Decision Guides will not infringe or
                  violate any U.S. patents, copyrights, trademarks, or (to the
                  best of AOL's knowledge) trade secrets of any third party.

         2.13.    MP INTERACTIVE SITE. The Parties hereby acknowledge that, with
                  the exception of the obligations set forth in Sections 2.12,
                  or 4.2.2 hereof, and Exhibit C hereto, none of the
                  restrictions, requirements and/or obligations placed on the
                  Affiliated MP Site will apply to the operation of any MP
                  Interactive Site.


3.       AOL EXCLUSIVITY OBLIGATIONS. During the Initial Term, provided that MP
         is in compliance with the terms of this Agreement, MP will (a) be the
         exclusive aggregator or provider of used car classified listings (the
         "MP Classified Services") in the used car area of the Classifieds Plus
         areas promoted by AOL within the AOL Three System (the "AOL Three Used
         Car Area") and (b) be the exclusive sponsor of the Used Car Decision
         Guide (the "Sponsorship", and together with the MP Classified Services,
         the "Exclusive Services") promoted by AOL within the AOL Three System
         (the "AOL Three Decision Guide Area", and together with the AOL Three
         Used Car Area, the "Exclusive Areas"); provided, however, that the
         Exclusive Services shall not include the provision or facilitation by
         MP of Auction Services.* Notwithstanding anything to the contrary in
         this Section 3 (and without limiting any actions which may be taken by
         AOL without violation of MP's rights hereunder), no provision of this
         Agreement will limit AOL's ability (on or off the AOL Network) to (i)
         undertake activities or perform duties pursuant to existing
         arrangements with third parties * or pursuant to any agreements to
         which AOL becomes a party subsequent to the Effective Date as a result
         of Change of Control, merger, acquisition or other similar transaction,
         (ii) sell Run of Service Advertising or Remnant Advertising anywhere on
         the AOL Three System to any third party; (iii) enter into an
         arrangement with any third party for the primary purpose of acquiring
         AOL Users whereby such party is allowed to promote or market products
         or services, but only to AOL Users that are acquired as a result of
         such agreement; or (iv) create contextual links (editorial links that
         are not for sale) or editorial commentary relating to any third party
         marketer of the Exclusive Services. Notwithstanding anything to the
         contrary herein, AOL may sell and provide targeted advertisements to
         automobile manufacturers on the Exclusive Areas.


4.       PAYMENTS.

         4.1.     GUARANTEED PAYMENTS. MP will pay AOL a non-refundable
                  guaranteed payment of Seventeen Million Dollars ($17,000,000)
                  as follows:

                  (i)      * Dollars (US *) payable upon execution of this
                           Agreement; and

                  (ii)     * Dollars (US *) payable in * (*) equal installments
                           of * Dollars (US*) payable as follows:

                           *


                                       8


*  Certain information on this page has been omitted from this filing and filed
   separately with the Securities and Exchange Commission. Confidential
   treatment has been requested with respect to the omitted portions.
<PAGE>   9

                                       *

         4.2.     SHARING OF AOL ADVERTISING REVENUES AND ADVERTISING REVENUES.

                  4.2.1    AOL Advertising Revenues. If at any time during the
                  term of the Agreement (a) AOL Advertising Revenues exceed *
                  Dollars (US$*), or (b) the number of AOL User visits to the
                  Affiliated MP Site and the Decision Guide Affiliated Site
                  (visits to the Decision Guide Affiliated Site to count towards
                  this total only to the extent that they exceed the DGAS
                  Sponsorship Impressions Commitment) exceeds * (*) (the "Term
                  AOL Revenue Sharing Threshold"), then MP will pay AOL *
                  percent (*%) of all AOL Advertising Revenues generated from
                  the date on which the Term AOL Revenue Sharing Threshold is
                  met through the remainder of the Term. If at any time during
                  either the first twelve months of the Initial Term or the
                  second twelve months of the Initial Term either (i) the amount
                  of AOL Advertising Revenues generated exceeds * Dollars
                  (US$*), or (ii) the number of AOL User visits to the
                  Affiliated MP Site and the Decision Guide Affiliated Site
                  (visits to the Decision Guide Affiliated Site to count towards
                  this total only to the extent that they exceed the DGAS
                  Sponsorship Impressions Commitment) exceeds * (*) (the "Annual
                  AOL Revenue Sharing Threshold"), then MP will pay AOL *
                  percent (*%) of all AOL Advertising Revenues generated from
                  the date on which the Annual AOL Revenue Sharing Threshold is
                  met through the remainder of the relevant twelve month period.
                  MP will pay all of the foregoing amounts described in this
                  Section 4.2.1 on a quarterly basis within thirty (30) days
                  following the end of the quarter in which the applicable AOL
                  Advertising Revenues were generated.

                  4.2.2    Advertising Revenues. Advertising Revenues. If at any
                  time during the term of the Agreement (a) Advertising Revenues
                  exceed * Dollars (US$*), or (b) the number of AOL User visits
                  to the Affiliated MP Site, the Decision Guide Affiliated Site
                  (visits to the Decision Guide Affiliated Site to count towards
                  this total only to the extent that they exceed the DGAS
                  Sponsorship Impressions Commitment) and the MP Interactive
                  Site exceeds * (*) (the "Term Revenue Sharing Threshold"),
                  then MP will pay AOL * percent (*%) of all Advertising
                  Revenues generated from the date on which the Term Revenue
                  Sharing Threshold is met through the remainder of the Term. In
                  the event that the Term Revenue Sharing Threshold is met, then
                  MP shall cease to have any payment obligations under the Term
                  AOL Revenue Sharing Threshold described Section 4.2.1. If at
                  any time during either the first twelve months of the Initial
                  Term or the second twelve months of the Initial Term either
                  (i) the amount of Advertising Revenues generated exceeds *
                  Dollars (US$*), or (ii) the number of AOL User visits to the
                  Affiliated MP Site, the Decision Guide Affiliated Site (visits
                  to the Decision Guide Affiliated Site to count towards this
                  total only to the extent that they exceed the DGAS Sponsorship
                  Impressions Commitment) and the MP Interactive Site exceeds *
                  (*) (the "Annual Revenue Sharing Threshold"), then MP will pay
                  AOL * percent (*%) of all Advertising Revenues generated from
                  the date on which the Annual Revenue Sharing Threshold is met
                  through the remainder of the relevant twelve month period. In
                  the event that the Annual Revenue Sharing Threshold is met,
                  then MP shall cease to have any payment obligations under the
                  Annual AOL Revenue Sharing Threshold described Section 4.2.1.
                  MP will pay all of the foregoing amounts described in this
                  Section 4.2.2 on a quarterly basis within thirty (30) days
                  following the end of the quarter in which the applicable
                  Advertising Revenues were generated.

                                       9


*  Certain information on this page has been omitted from this filing and filed
   separately with the Securities and Exchange Commission. Confidential
   treatment has been requested with respect to the omitted portions.
<PAGE>   10
         4.3.     ALTERNATIVE REVENUE STREAMS. In the event MP or any of its
                  affiliates (a) receives or desires to receive any compensation
                  from any third party (including, without limitation,
                  any MP Commerce Partner or any car dealer) in connection with
                  the Affiliated MP Site or the Decision Guide Affiliated Site
                  other than Advertising Revenues (e.g., compensation derived
                  from offering fee-based clubs or Auction Services) (each such
                  compensation, an "Alternative Revenue Stream"), MP will
                  promptly inform AOL in writing, and the Parties will negotiate
                  in good faith regarding whether MP will be allowed to market
                  the products or services producing such Alternative Revenue
                  Stream (collectively, the "Alternative Products or Services")
                  through the Affiliated MP Site and/or the Decision Guide
                  Affiliated Site, and if so, the equitable portion of revenues
                  from such Alternative Revenue Stream (if applicable) that will
                  be shared with AOL; provided that MP shall be permitted to
                  offer MP-logo products (e.g., cups, hats, mugs) and to retain
                  all revenues from such sales, any other provision of this
                  Agreement notwithstanding (if and to the extent such revenues
                  do not exceed 5% of all revenues generated through the
                  Affiliated MP Site). If the Parties cannot agree, despite good
                  faith discussions, to the exact terms and conditions regarding
                  the marketing of any such Additional Products or Services, MP
                  shall be prohibited from marketing such Additional Products or
                  Services on the Affiliated MP Site and/or the Decision Guide
                  Affiliated Site. For the avoidance of doubt, Alternative
                  Revenue Stream shall not include the revenues generated by the
                  sale of any product or service to car sellers (e.g., offering
                  of website hosting) so long as (a) the price of such product
                  or service is not quoted or priced on an impressions based
                  model (e.g., based on traffic); and (b) the price of such
                  product or service is not supported or justified to the
                  customer by an explicit representation of the value of the
                  incremental AOL traffic resulting from this Agreement or the
                  collection of AOL User data; and (c) if and to the extent MP
                  offers to any third party any mechanism to capture the value
                  incremental traffic provides to the sale of such product or
                  service, then AOL shall receive compensation for AOL traffic
                  at least as favorable to AOL as to any such third party.

         4.4.     LATE PAYMENTS; WIRED PAYMENTS. All amounts owed hereunder not
                  paid when due and payable will bear interest from the date
                  such amounts are due and payable at the prime rate in effect
                  at such time. All payments required hereunder will be paid in
                  immediately available, non-refundable U.S. funds wired to the
                  "America Online" account, Account Number * at The Chase
                  Manhattan Bank, 1 Chase Manhattan Plaza, New York, NY 10081
                  (ABA: *).

         4.5.     AUDITING RIGHTS. During the Term of this Agreement and for
                  twelve (12) months thereafter, MP will maintain complete,
                  clear and accurate books and records relating to this
                  Agreement in accordance with generally accepted accounting
                  principles. During the Term of this Agreement and for twelve
                  (12) months thereafter, for the sole purpose of ensuring
                  compliance with this Agreement and determining the accuracy of
                  MP's reports, payments and revenues made or generated pursuant
                  to this Agreement, AOL (or its representative) will have the
                  right to conduct a reasonable and necessary inspection of
                  portions of the books and records of MP which are relevant to
                  MP's performance pursuant to this Agreement. Any such audit
                  may be conducted during normal business hours and after twenty
                  (20) business days prior written notice to MP. AOL shall bear
                  the expense of any audit conducted pursuant to this Section
                  4.5 unless such audit shows an error in AOL's favor amounting
                  to a deficiency to AOL in excess of five percent (5%) of the
                  actual amounts paid and/or payable to AOL hereunder, in which
                  event MP shall bear the reasonable expenses of the audit. MP
                  shall pay AOL the amount of any deficiency discovered by AOL
                  within thirty (30) days after receipt of notice thereof from
                  AOL.

         4.6.     TAXES. MP will collect and pay and indemnify and hold AOL
                  harmless from, any sales, use, excise, import or export value
                  added or similar tax or duty not based on AOL's net


                                       10

* Certain information on this page has been omitted from this filing and filed
  separately with the Securities and Exchange Commission. Confidential treatment
  has been requested with respect to the omitted portions.
<PAGE>   11
                  income, including any penalties and interest, as well as any
                  costs associated with the collection or withholding thereof,
                  including attorneys' fees.

         4.7.     REPORTS.

                  4.7.1.   Sales Reports. MP will provide AOL in an automated
                  manner with a monthly report in a mutually agreed-upon format,
                  detailing the following activity in such period (and any other
                  information mutually agreed upon by the Parties or reasonably
                  required for measuring revenue activity by MP through the
                  Affiliated MP Site): (i) the number of visits to the
                  Affiliated MP Site, (ii) to the extent technically feasible,
                  the number of referrals sent to dealers from the Affiliated MP
                  Site, and (iii) a detailed description of Advertising Revenues
                  collected by MP (and the expenses associated therewith). AOL
                  will be entitled to use such information from such sales
                  reports in its business operations, subject to the terms of
                  this Agreement, and subject further to the following
                  limitations: during the Term and for a two year period
                  thereafter, such information shall not be released by AOL to
                  any third party not an affiliate of AOL (except, in each case,
                  for information released in the aggregate, without identifying
                  MP or MP's customers individually, and without distinguishing
                  MP's Promotions or Impressions from those of AOL's other
                  partners on the same screens or pages, e.g., for
                  promotional/marketing purposes when selling advertising to new
                  commerce partners (general "success stories" of AOL channels
                  or screens), and neither AOL nor any of its affiliates shall
                  not use such sales reports information obtained from MP to
                  compete with MP.

                  4.7.2.   Usage Reports. AOL shall provide MP in an automated
                           manner with third party-audited, standard monthly
                           usage information related to the Promotions (e.g., a
                           schedule of the Impressions delivered by AOL at such
                           time and the number of visits to the Decision Guide
                           Affiliated Site) which are similar in substance and
                           form to the reports provided by AOL to other
                           interactive marketing partners similar to MP. In
                           addition, AOL shall provide MP with a monthly report,
                           in a mutually agreed upon form, regarding the
                           advertisements sold by AOL pursuant to Section 2.8.
                           At a minimum, such reports will provide breakdown by
                           impression, by advertiser, by month. All such
                           information from AOL shall be Confidential
                           Information, and used only be MP (and not disclosed
                           to any third party or affiliate).

                  4.7.3.   Overhead Accounts. AOL shall provide MP with twelve
                           (12) overhead accounts, as further described in
                           Section 13 of Exhibit F.

5.       TERM; RENEWAL; TERMINATION.

         5.1.     Term. Unless earlier terminated as set forth herein, the
                  initial term of this Agreement will be twenty-six (26) months
                  from the Effective Date (the "Initial Term").

         5.2.     Renewal. Upon conclusion of the Initial Term, this Agreement
                  may be renewed in accordance with one of the following two
                  renewal term options (each a "Renewal Term" and together with
                  the Initial Term, the "Term"): (i) the Parties may mutually
                  agree to renew this Agreement for a two (2) year term, during
                  which Renewal Term MP will be required to pay a guaranteed
                  fixed payment for the Renewal Term and perform the
                  cross-promotional obligations specified in Section 1 hereof,
                  and AOL will be obligated to undertake fixed
                  promotional/placement obligations or (ii) AOL may, at its
                  option, elect to renew this Agreement for successive (1) year
                  terms (not to exceed two (2) years in the aggregate) during
                  which MP will not be required to pay any guaranteed, fixed
                  payment or perform the


                                       11
<PAGE>   12
                  cross-promotional obligations specified in Section 1, and AOL
                  will not be required to undertake any fixed
                  promotional/placement obligations. If the Parties elect to
                  renew this Agreement pursuant to subsection (i) above, AOL and
                  MP shall work together in good faith to mutually agree upon
                  the exact fixed promotional/placement obligations for the
                  Renewal Term and the corresponding guaranteed, fixed payment.
                  In the event that the Parties cannot agree, despite good faith
                  discussions, on the exact fixed promotional/placement
                  obligations and the corresponding guaranteed, fixed payment on
                  or before the first day of the Renewal Term, the Agreement
                  shall renew pursuant to subsection (ii) above. If AOL elects
                  to renew this Agreement pursuant to subsection (ii) above, (x)
                  if such renewal is on an exclusive basis (as set forth in
                  Section 3 hereof), MP shall pay AOL * percent (*%) of
                  Advertising Revenues for the entire Renewal Term (i.e., there
                  is no hurdle before revenue sharing begins) or (y) if the
                  renewal is on a non-exclusive basis, then MP shall pay AOL the
                  greater of (i) * percent (*%) of the Advertising Revenues
                  generated during such period, or (ii) the greatest amount paid
                  by MP to any other participant in an MP "affiliate program"
                  (defined as any significant distribution partner of MP), or
                  (iii) the prevailing industry rates for similar distribution
                  arrangements.

         5.3.     Termination for Breach. Except as expressly provided elsewhere
                  in this Agreement, either Party may terminate this Agreement
                  at any time in the event of a material breach of the Agreement
                  by the other Party which remains uncured after thirty (30)
                  days written notice thereof to the other Party (or such
                  shorter period as may be specified elsewhere in this
                  Agreement); provided that if MP fails to make any payment to
                  AOL required hereunder, the cure period will be fifteen (15)
                  days from the date on which the payment was required to be
                  made. Notwithstanding the foregoing, in the event of a
                  material breach of a provision that expressly requires action
                  to be completed within an express period shorter than 30 days,
                  either Party may terminate this Agreement if the breach
                  remains uncured for an equal number of days after written
                  notice thereof to the other Party.

         5.4.     Termination for Bankruptcy/Insolvency. Either Party may
                  terminate this Agreement immediately following written notice
                  to the other Party if the other Party (i) ceases to do
                  business in the normal course, (ii) becomes or is declared
                  insolvent or bankrupt, (iii) is the subject of any proceeding
                  related to its liquidation or insolvency (whether voluntary or
                  involuntary) which is not dismissed within ninety (90)
                  calendar days or (iv) makes an assignment for the benefit of
                  creditors.

         5.5.     Termination on Change of Control. In the event of (i) a Change
                  of Control of MP resulting in control of MP by an Interactive
                  Service or (ii) a Change of Control of AOL, AOL may terminate
                  this Agreement by providing thirty (30) days prior written
                  notice of such intent to terminate. In the event that the
                  Parent Company shall, directly or indirectly acquire an AOL
                  Competitor, AOL shall have the right to terminate this
                  Agreement in accordance with this Section 5.5, provided that
                  in the event of such termination, AOL shall provide a refund
                  to MP in the manner set forth in Section 1.2.1 hereof.

6.       MANAGEMENT COMMITTEE/DISPUTE RESOLUTION.

         6.1.     Management Committee. The Parties will act in good faith and
                  use commercially reasonable efforts to promptly resolve any
                  claim, dispute, claim, controversy or disagreement (each a
                  "Dispute") between the Parties or any of their respective
                  subsidiaries, affiliates, successors and assigns under or
                  related to this Agreement or any document executed pursuant to
                  this Agreement or any of the transactions contemplated hereby.
                  If the Parties cannot resolve the Dispute within such time
                  frame, the Dispute will be submitted to the Management
                  Committee for resolution. For ten (10) days following
                  submission of the Dispute to the Management Committee, the
                  Management Committee


                                       12

    * Certain information on this page has been omitted from this filing and
      filed separately with the Securities and Exchange Commission. Confidential
      treatment has been requested with respect to the omitted portions.

<PAGE>   13
                  will have the exclusive right to resolve such Dispute;
                  provided further that the Management Committee will have the
                  final and exclusive right to resolve Disputes arising from any
                  provision of the Agreement which expressly or implicitly
                  provides for the Parties to reach mutual agreement as to
                  certain terms. If the Management Committee is unable to
                  amicably resolve the Dispute during the ten-day period, then
                  the Management Committee will consider in good faith the
                  possibility of retaining a third party mediator to
                  facilitate resolution of the Dispute. In the event the
                  Management Committee elects not to retain a mediator, the
                  Dispute will be subject to resolution through any legal means
                  deemed appropriate by either Party, subject to the remainder
                  of this Section 6. "Management Committee" will mean a
                  committee made up of a senior executive from each of the
                  Parties, each of whom is at least a Senior Vice President at
                  his or her respective company, for the purpose of resolving
                  Disputes under this Section 6 and generally overseeing the
                  relationship between the Parties contemplated by this
                  Agreement. Neither Party will seek, nor will be entitled to
                  seek, binding outside resolution of the Dispute unless and
                  until the Parties have been unable amicably to resolve the
                  Dispute as set forth in this Section 6 and then, only in
                  compliance with the procedures set forth in this Section 6.

         6.2.     Governing Law. This Agreement shall be governed by and
                  interpreted under the laws of the State of Delaware, without
                  reference to Delaware's choice of law rules.

         6.3.     Consent to Jurisdiction; Waivers. Each of AOL and MP (i)
                  irrevocably consents to the exclusive jurisdiction of any
                  state or federal court located within the State of Delaware
                  over any and all actions and claims arising under this
                  Agreement, as well as any and all actions to enforce such
                  claims or to recover damages or other relief in connection
                  with such claims, (ii) waives personal service of any and all
                  process upon it, (iii) consents that all such service of
                  process shall be made by registered mail directed to AOL or MP
                  (as the case may be) at the addresses set forth in the first
                  paragraph of this Agreement, and that such service of process
                  shall be deemed to have been completed three (3) business days
                  after the same shall have been posted as aforesaid; and (iv)
                  waives any objection based upon forum non conveniens and any
                  objection to venue of any action instituted hereunder.

         6.4.     WAIVER OF TRIAL BY JURY. EACH PARTY HERETO WAIVES ANY RIGHT TO
                  TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT
                  OF THIS AGREEMENT IN CONNECTION WITH THE TRANSACTIONS
                  CONTEMPLATED HEREBY.

7.       STANDARD TERMS. The Standard Online Commerce Terms & Conditions set
         forth on Exhibit F attached hereto and Standard Legal Terms &
         Conditions set forth on Exhibit G attached hereto are each hereby made
         a part of this Agreement.



                            [signature page follows]



                                       13
<PAGE>   14





IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.

AMERICA ONLINE, INC.                        AUTOCONNECT, L.L.C.


By: /s/ David M. Colburn                    By:  /s/ Victor A. Perry, III
   --------------------------------             -------------------------------
Name   David M. Colburn                     Name:  Victor A. Perry, III
Title: Senior Vice President                Title: President/CEO
         of Business Affairs





                                       14
<PAGE>   15


                                    EXHIBIT A

                               PLACEMENT/PROMOTION



                                       *

                                       15

* Certain information on this page has been omitted from this filing and filed
  separately with the Securities and Exchange Commission. Confidential treatment
  has been requested with respect to the omitted portions.



<PAGE>   16

A.       MP may elect to redistribute Promotions among Level 1, Level 2, and
Level 3 in accordance with the following formulas: (a) a Level 1 Impression may
be exchanged for two Level 2 Impressions or ten Level 3 Impressions, (b) a Level
2 Impression may be exchanged for one half of a Level 1 Impression or five Level
3 Impressions, (c) a Level 3 Impression may be exchanged for one tenth of a
Level 1 Impression or one fifth of a Level 2 Impression. All redistribution of
Promotions shall be subject to availability, as determined by AOL. Impressions
may be exchanged in blocks of a minimum of 500,000 Impressions. Requests by MP
to redistribute Impressions may be placed no more frequently than once per
quarter. All redistributions and exchanges of Promotions or Impressions shall be
permitted only for Promotions or Impressions (as the case may be) within the
same AOL property (e.g., exchanges of Promotions in CompuServe may be made only
for other Promotions within CompuServe).

B.       AOL shall deliver the Sponsorship Impressions Commitment.

C.       During the Term, subject to the terms and conditions hereof, the
Keyword for the Affiliated MP Site shall be "AutoConnect," or any successor
brand under which MP markets its principal used car listings service.



                                       16

<PAGE>   17


                                    EXHIBIT B

                                   DEFINITIONS

The following definitions will apply to this Agreement:


ADDITIONAL MP CHANNEL. Any other distribution channel (e.g., an Interactive
Service other than AOL) through which MP makes available an offering comparable
in nature to the Affiliated MP Site.

ADVERTISEMENT SERVING FEES. Fees paid to a third party for serving online
advertisements.

ADVERTISING REVENUES. The combination of AOL Advertising Revenues and Internet
Advertising Revenues:

         AOL ADVERTISING REVENUES. Aggregate amounts collected plus the fair
         market value of any other compensation received (such as barter
         advertising) by MP or its agents, as the case may be (provided,
         however, that no attempt shall be made to attribute value to any unsold
         advertising inventory used by MP to promote the features of the
         Affiliated MP Site or the Decision Guide Affiliated Site) arising from
         the license or sale of advertisements, promotions, links, listings or
         sponsorships ("Advertisements") that appear within any pages of the
         Affiliated MP Site or the Decision Guide Affiliated Site which may be
         exclusively available to AOL Users, less applicable Advertising Sales
         Commissions and Advertisement Serving Fees. AOL Advertising Revenues
         does not include amounts arising from Advertisements on any screens or
         forms preceding, framing or otherwise directly associated with the
         Affiliated MP Site, which will be sold exclusively by AOL.

         INTERNET ADVERTISING REVENUES. For each Advertisement on a page of any
         MP Interactive Site (including without limitation any pages including
         the Decision Guides) which is not exclusively available to AOL Users,
         the product of: (a) the amount collected plus the fair market value of
         any other compensation received (such as barter advertising) by MP or
         its agents (provided, however, that no attempt shall be made to
         attribute value to any unsold advertising inventory used by MP for
         "house" or barter advertisements from the Parent Company) arising from
         the license or sale of such Advertisement attributable to a given
         period of time less applicable Advertising Sales Commissions and
         Advertisement Serving Fees, and (b) the quotient of (i) Impressions on
         the page containing such Advertisement by AOL Users for such period of
         time divided by (ii) total Impressions on the page containing such
         Advertisement by all users for such period of time (the "Internet
         Advertising Quotient") (or such other percentage or formula as is
         mutually agreed upon in writing by the Parties). MP will be responsible
         for calculating the Internet Advertising Quotient related to Internet
         Advertising Revenues (the margin for error of such calculation not to
         exceed five percent (5%)); provided, however, that AOL provides MP with
         the technical assistance necessary for MP to determine the IP addresses
         of AOL Users to enable MP to calculate the Internet Advertising
         Revenues).

ADVERTISING SALES COMMISSION. (i) Actual amounts paid as commission (including,
without limitation, any performance-based compensation) to any third party by
either buyer or seller in connection with sale of the Advertisement or (ii) *%
of the gross sales price, in the event the Party has sold the Advertisement
directly and will not be deducting any third party commissions or fees.

AFFILIATED MP SITE. The specific area or web site to be promoted and distributed
by AOL hereunder through which MP can market its Products and related Content.

AOL COMPETITOR. For purposes of Section 5.5 and Exhibit C only: *




                                       17


* Certain information on this page has been omitted from this filing and filed
  separately with the Securities and Exchange Commission. Confidential treatment
  has been requested with respect to the omitted portions.


<PAGE>   18
* (or any division, subsidiary or affiliate thereof, which such division,
subsidiary or affiliate is an Interactive Service).

AOL INTERACTIVE SITE. Any Interactive Site that is managed, maintained, owned or
controlled by AOL or its agents.

AOL LOOK AND FEEL. The elements of graphics, design, organization, presentation,
layout, user interface, navigation and stylistic convention (including the
digital implementations thereof) which are generally associated with Interactive
Sites within the AOL Service or AOL.com.

AOL MEMBER. Any authorized user of the AOL Service, including any sub-accounts
using the AOL Service under an authorized master account.

AOL NETWORK. (i) The AOL Service, (ii) AOL.com, (iii) CompuServe, and (iv) any
other product or service owned, operated, distributed or authorized to be
distributed by or through AOL or its affiliates worldwide (and including those
properties excluded from the definitions of the AOL Service or AOL.com). It is
understood and agreed that the rights of MP relate only to the AOL Service,
AOL.com, and CompuServe and not generally to the AOL Network.

AOL SERVICE. The standard narrow-band U.S. version of the America Online(R)
brand service, specifically excluding (a) AOL.com or any other AOL Interactive
Site, (b) the international versions of an America Online service (e.g., AOL
Japan), (c) the CompuServe(R) brand service and any other CompuServe products or
services (d) "ICQ(TM)," "AOL NetFind(TM)," "AOL Instant Messenger(TM)," "Digital
City," "NetMail(TM)," "Electra", "Thrive", "Real Fans", "Love@AOL",
"Entertainment Asylum," "Hometown AOL" or any similar independent product,
service or property which may be offered by, through or with the U.S. version of
the America Online(R) brand service, (e) Netscape Netcenter(TM) and any other
Netscape products or services, (f) any programming or Content area offered by or
through the U.S. version of the America Online(R) brand service over which AOL
does not exercise complete operational control (including, without limitation,
Content areas controlled by other parties and member-created Content areas), (g)
any yellow pages, white pages, classifieds or other search, directory or review
services or Content offered by or through the U.S. version of the America
Online(R) brand service, (h) any property, feature, product or service which AOL
or its affiliates may acquire subsequent to the Effective Date and (i) any other
version of an America Online service which is materially different from the
standard narrow-band U.S. version of the America Online brand service, by virtue
of its branding, distribution, functionality, Content and services, including,
without limitation, any co-branded version of the service and any version
distributed through any broadband distribution platform or through any platform
or device other than a desktop personal computer.

AOL THREE SYSTEM.  The AOL Service, AOL.com and CompuServe.

AOL USER. Any user of the AOL Service, AOL.com, CompuServe or the AOL Network.

AOL.COM. AOL's primary Internet-based Interactive Site marketed under the
"AOL.COM(TM)" brand, specifically excluding (a) the AOL Service, (b) any
international versions of such site, (c) "ICQ," "AOL NetFind(TM)," "AOL Instant
Messenger(TM)," "NetMail(TM)" or any similar independent product or service
offered by or through such site or any other AOL Interactive Site, (d) any
programming or Content area offered by or through such site over which AOL does
not exercise complete operational control (including, without limitation,
Content areas controlled by other parties and member-created Content areas), (e)
any programming or Content area offered by or through the U.S. version of the
America Online(R) brand service which was operated, maintained or controlled by
the former AOL Studios division (e.g., Electra), (f) Netscape Netcenter(TM) and
any other Netscape products or services, (g) any yellow pages, white pages,
classifieds or other search, directory or review services or Content offered by
or through such site or any other AOL Interactive Site, (h) any property,
feature, product or service which AOL or its affiliates may

                                       18


* Certain information on this page has been omitted from this filing and filed
  separately with the Securities and Exchange Commission. Confidential treatment
  has been requested with respect to the omitted portions.


<PAGE>   19
acquire subsequent to the Effective Date and (i) any other version of an America
Online Interactive Site which is materially different from AOL's primary
Internet-based Interactive Site marketed under the "AOL.COM(TM)" brand, by
virtue of its branding, distribution, functionality, Content and services,
including, without limitation, any co-branded versions and any version
distributed through any broadband distribution platform or through any platform
or device other than a desktop personal computer.

AUCTION SERVICES. A format whereby (i) used cars or services (or groups thereof)
("Items") are sold or traded online, person to person, through (x) the bidding
on such Items by one or more prospective buyers, or (y) the clearing of a price
offered by one or more prospective sellers, and (ii) the price of such Items is
determined by the price paid by the highest bidder or the lowest price offered
by the seller; provided, however, that Classified Advertising shall not be
deemed Auction Services.

CHANGE OF CONTROL. (a) The consummation of a reorganization, merger or
consolidation or sale or other disposition of substantially all of the assets of
a party or (b) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1933,
as amended) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under such Act) of more than 50% of either (i) the then outstanding
shares of common stock of such party; or (ii) the combined voting power of the
then outstanding voting securities of such party entitled to vote generally in
the election of directors.

CLASSIFIED ADVERTISING. Any person (or entity) to person sales format which
involves only the posting of products to be purchased by an individual (whether
for a flat price or "best offer"), where the hosting entity is not facilitating
or promoting a bidding process, including, without limitation, classifieds and
message board postings.

CLASSIFIED AUTO CATEGORY. Classified listings for used cars contained in the
Classifieds Plus (or similar) area on the AOL Network.

CLASSIFIEDS PLUS. The Classified Plus area (or any successor area) which
integrates all vertical categories of classified listings (e.g., real estate,
employment, general merchandise) on the AOL Three System.

COMPUSERVE. The standard, narrow-band U.S. version of the CompuServe brand
service, specifically excluding (a) any international versions of such service,
(b) any web-based service including "compuserve.com", "cserve.com" and "cs.com",
or any similar product or service offered by or through the U.S. version of the
CompuServe brand service, (c) Content areas owned, maintained or controlled by
CompuServe affiliates or any similar "sub-service," (d) any programming or
Content area offered by or through the U.S. version of the CompuServe brand
service over which CompuServe does not exercise complete or substantially
complete operational control (e.g., third-party Content areas), (e) Netscape
Netcenter(TM) and any other Netscape products or services, (f) any yellow pages,
white pages, classifieds or other search, directory or review services or
Content and (g) any co-branded or private label branded version of the U.S.
version of the CompuServe brand service, (h) any version of the U.S. version of
the CompuServe brand service which offers Content, distribution, services and/or
functionality materially different from the Content, distribution, services
and/or functionality associated with the standard, narrow-band U.S. version of
the CompuServe brand service, including, without limitation, any version of such
service distributed through any platform or device other than a desktop personal
computer and (i) any property, feature, product or service which CompuServe or
its affiliates may acquire subsequent to the Effective Date.

CONFIDENTIAL INFORMATION. Any information relating to or disclosed in the course
of the Agreement, which is or should be reasonably understood to be confidential
or proprietary to the disclosing Party, including, but not limited to, the
material terms of this Agreement, information about AOL Members, AOL Users, AOL
Purchasers and MP customers, technical processes and formulas, source codes,
product designs, sales, cost and other unpublished financial information,
product and business plans, projections, and marketing



                                       19
<PAGE>   20
data. "Confidential Information" will not include information (a) already
lawfully known to or independently developed by the receiving Party, (b)
disclosed in published materials, (c) generally known to the public, or (d)
lawfully obtained from any third party.

CONTENT. Text, images, video, audio (including, without limitation, music used
in synchronism or timed relation with visual displays) and other data, Products,
advertisements, promotions, links, pointers and software, including any
modifications, upgrades, updates, enhancements and related documentation.

DECISION GUIDES.  The New Car Decision Guide and the Used Car Decision Guide.

DECISION GUIDE AFFILIATED SITE. An interactive area linked to directly from the
AOL Network, created and maintained by AOL using AOL's proprietary technology
that contains a customized version of the Used Car Decision Guide (or any
successor area) (but shall not include the New Car Decision Guide) for AOL Users
designed to assist such AOL Users in selecting a used automobile.

IMPRESSION. User exposure to the applicable Promotion, as such exposure may be
reasonably determined and measured by AOL in accordance with its standard
methodologies and protocols.

INTERACTIVE SERVICE. An entity offering one or more of the following: (i) online
or Internet connectivity services (e.g., an Internet service provider); (ii) an
interactive site or service featuring a broad selection of aggregated third
party interactive content (or navigation thereto) (e.g., an online service or
search and directory service)and/or marketing a broad selection of products
and/or services across numerous interactive commerce categories (e.g., an online
mall or other leading online commerce site); and (iii) communications software
capable of serving as the principal means through which a user creates, sends
and receives electronic mail or real time online messages.

INTERACTIVE SITE. Any interactive site or area, including, by way of example and
without limitation, (i) an MP site on the World Wide Web portion of the Internet
or (ii) a channel or area delivered through a "push" product such as the
Pointcast Network or interactive environment such as Microsoft's Active Desktop.

KEYWORD. The Keyword(TM) terms (i.e., "Keyword:") made available on the AOL
Service for use by AOL Members.

LICENSED CONTENT. All Content offered through the Affiliated MP Site or the
Decision Guides pursuant to this Agreement or otherwise provided by MP or its
agents in connection herewith (e.g., offline or online promotional Content,
Promotions, AOL "slideshows" , etc.), including in each case, any modifications,
upgrades, updates, enhancements, and related documentation. Licensed Content
shall not include Content offered through the Affiliated MP Site or the Decision
Guide Affiliated Site that is provided by AOL or its agents.

MP COMMERCE PARTNER. Insurance providers, financing providers and other
automobile product and service commerce dealers promoted by MP through the
Affiliated MP Site, to the extent allowed under the terms of this Agreement.

MP COMPETITORS. * It is explicitly understood that automobile manufacturers
shall not be deemed MP Competitors.

MP INTERACTIVE SITE. Any Interactive Site (other than the Affiliated MP Site or
the Decision Guide Affiliated Site) which is managed, maintained, owned or
controlled by MP or its agents.


                                       20


* Certain information on this page has been omitted from this filing and filed
  separately with the Securities and Exchange Commission. Confidential treatment
  has been requested with respect to the omitted portions.


<PAGE>   21
MP LOOK AND FEEL. The elements of graphics, design, organization, presentation,
layout, user interface, navigation and stylistic convention (including the
digital implementations thereof) which are generally associated with MP
Interactive Sites.

NEW CAR DECISION GUIDE. AOL's proprietary decision guide software, powered by
Personal Logic, which shall assist users in selecting a new automobile.

PARENT COMPANY. Cox Enterprises, Inc. ("CEI"), or any entity in which, as of the
Effective Date hereof, CEI or any successor to CEI directly or indirectly owns
any significant equity interest (excluding passive investment interests (e.g.,
via mutual funds or similar investments).

PRODUCT. Any product, good or service which MP or any MP Commerce Partner
offers, sells, provides, distributes or licenses to AOL Users directly or
indirectly through (i) the Affiliated MP Site (including through any Interactive
Site linked thereto), (ii) the Decision Guides, (iii) any other electronic means
directed at AOL Users (e.g., e-mail offers), or (iv) an "offline" means (e.g.,
toll-free number) for receiving orders related to specific offers within the
Affiliated MP Site requiring purchasers to reference a specific promotional
identifier or tracking code, including, without limitation, products sold
through surcharged downloads (to the extent expressly permitted hereunder).

REMNANT ADVERTISING. Unsold advertising inventory on the AOL Three System that
is sold on an untargeted basis at a substantial discount.

RUN OF SERVICE ADVERTISING. Untargeted advertising that runs on a rotation basis
throughout the AOL Three System.

SPONSORSHIP IMPRESSIONS COMMITMENT. The Classifieds Plus Sponsorship Impressions
Commitment and the DGAS Sponsorship Impressions Commitment, each as defined in
Section 1.2.1 hereof .

TOOL BAR.  As defined in Section 2.2 hereof.

USED CAR DECISION GUIDE. AOL's proprietary decision guide software, powered by
Personal Logic, which shall assist users in selecting a used automobile.



                                       21
<PAGE>   22

                                    EXHIBIT C

MP CROSS-PROMOTION

A.       Except as specified below, within each MP Interactive Site, MP shall
         include the following (collectively, the "AOL Promos"): either (i) a
         prominent promotional banner or button (either 90 x 30 pixels or 70 x
         70 pixels in size) appearing on the first screen of the MP Interactive
         Site (the placement of which shall be at MP's discretion, provided that
         MP shall consult with AOL regarding the placement of such promotional
         banner or button) to promote such AOL products or services as AOL may
         designate (for example, the America Online(TM) brand service, the
         CompuServe(TM) brand service, the AOL.com(TM) site, or the AOL Instant
         Messenger(TM) service); or (ii) a prominent "Try AOL" feature (either
         90 x 30 pixels or 70 x 70 pixels in size) appearing on the first screen
         of the MP Interactive Site (the placement of which shall be at MP's
         discretion, provided that MP shall consult with AOL regarding the
         placement of such promotional feature) through which users can obtain
         promotional information about AOL products or services designated by
         AOL and, at AOL's option, download or order the then-current version of
         client software for such AOL products or services; provided, however,
         that no such MP Interactive Site shall be required to contain the AOL
         Promos described in (i) or (ii) above if such AOL Promos promote any
         Digital City product or service. To the extent technically practicable,
         AOL will serve the AOL Promos to the MP Interactive Site from an ad
         server controlled by AOL or its agent, and MP shall take all reasonable
         operational steps necessary to facilitate such ad serving arrangement
         including, without limitation, inserting HTML code designated by AOL on
         the pages of the MP Interactive Site on which the AOL Promos will
         appear; provided, that if AOL it is not technically practicable for AOL
         to serve such AOL Promos to the MP Interactive Site, AOL will provide
         the creative content to be used in the AOL Promos (including
         designation of links) and MP shall post (or update, as the case may be)
         the creative content supplied by AOL within the spaces for the AOL
         Promos within five days of its receipt of such content from AOL. In
         addition, if it is not technically practicable for AOL to serve the AOL
         Promos to the MP Interactive Site and without limiting any other
         reporting obligations of the Parties contained herein, MP shall provide
         AOL with monthly written reports regarding the AOL Promos in a format
         mutually agreed upon by the parties. In addition, MP shall include the
         Keyword granted to MP hereunder on the first page of each MP
         Interactive Site, below the AOL Promos referenced in clauses (i) and
         (ii) above. To the extent MP creates a version of an MP Interactive
         Site which is a co-branded or private labeled version over which a
         third party has significant approval rights or to the extent MP has a
         distribution agreement with a third party that is an AOL Competitor, MP
         will request that such third party agree to promote AOL as described in
         this paragraph (but if, despite MP's efforts, MP is not able to promote
         AOL as described, MP will not be deemed in breach of this paragraph).
         AOL agrees to credit MP with an acquisition fee (an "Subscriber
         Acquisition Fee") of * dollars ($*) for each subscriber who registers
         with the AOL service based on the promotions described in this Exhibit
         C, provided that such registrant remains an AOL user account for at
         least ninety (90) days following such registration (collectively, a
         "Paying Subscriber"). AOL shall provide MP with quarterly reports
         (within thirty (30) days following the end of each quarter during the
         Term) of the number of Paying Subscribers resulting in such quarter,
         and the relevant Subscriber Acquisition Fees for each such quarter
         shall be credited to MP within ten (10) days of the delivery of such
         quarterly report.

B.       In MP's print and "out of home" (e.g., buses and billboards)
         advertisements and in any print and "out of home" publications,
         programs, features or other forms of media over which MP exercises at
         least partial editorial control (collectively, the "Out of Home
         Advertisements"), MP's listing of the navigational reference (e.g.,
         "URL") for any MP Interactive Site will be accompanied by an equally
         prominent listing of the "Keyword" term (e.g., "AOL Keyword:
         AutoConnect") on AOL for the Affiliated MP Site. To the extent that MP
         makes any reference to any MP Interactive Site (other than the
         Interactive Sites belonging to the Parent Company (and not directly to
         MP)), MP will ensure that AOL is more prominently promoted on any such
         Out of Home Ads than any such other Interactive Service.



                                       22


* Certain information on this page has been omitted from this filing and filed
  separately with the Securities and Exchange Commission. Confidential treatment
  has been requested with respect to the omitted portions.


<PAGE>   23

C.       In MP's television and radio advertisements and in any television or
         radio publications, programs, features or other forms of media over
         which MP exercises at least partial editorial control (collectively,
         the "TV and Radio Advertisements"), MP will consider including specific
         references or mentions (verbally where possible) of the availability of
         the Affiliated MP Site through the AOL Network; provided, that MP shall
         include such references or mentions in at least * percent (*%) of such
         TV and Radio Advertisements. Without limiting the generality of the
         foregoing, MP will use commercially reasonable efforts to ensure that
         MP's listing of the "URL" for any MP Interactive Site will be
         accompanied by an equally prominent listing of the "Keyword" term on
         AOL for the Affiliated MP Site.




                                       23

 * Certain information on this page has been omitted from this filing and filed
   separately with the Securities and Exchange Commission. Confidential
   treatment has been requested with respect to the omitted portions.
<PAGE>   24

                                    EXHIBIT D

                    DESCRIPTION OF PRODUCTS AND OTHER CONTENT

MP PROVIDES INFORMATION AND SERVICES TO ASSIST THE CONSUMER IN THE PROCESS OF
SHOPPING FOR, PURCHASING , AND OWNING A USED CAR. FEATURES OF THE SERVICE
CURRENTLY (OR WILL SHORTLY) INCLUDE (IN EACH CASE, ONLY IF AND TO THE EXTENT
RELATED TO AUTOMOBILES):

-        CAR LISTINGS
-        CAR RATINGS, REVIEWS, AND SPECS
-        CAR PRICE INFORMATION (E.G. KELLEY BLUE BOOK)
-        DECISION GUIDES
-        INSURANCE AND WARRANTY REFERRALS, QUOTES, AND ARTICLES
-        FINANCING RATES (E.G. FROM BANK RATE MONITOR), QUOTES, LOANS
-        LOAN AND LEASE CALCULATORS
-        CONSUMER CREDIT REPORTS
-        VEHICLE HISTORY REPORTS
-        CAR DEALER DIRECTORY
-        LOCATION MAPPING SERVICE
-        TIPS FOR BUYING AND SELLING CARS
-        CAR OWNERSHIP MAINTENANCE REMINDER



                                       24
<PAGE>   25

                                    EXHIBIT E

                                   OPERATIONS


1.       General. The Affiliated MP Site (including the Products and other
Content contained therein) will be in the top three (3) in the online used car
listing industry, as determined by each of the following methods: (a) based on
a cross-section of third-party reviewers who are recognized authorities in such
industry and (b) with respect to all material quality averages or standards in
such industry, including each of the following: (i) breadth and depth of Content
offered, (ii) scope and selection of Products, (iii) customer service and (v)
ease of use. In addition, the Affiliated MP Site will, with respect to each of
the measures listed above, be competitive in all respects with the used car
offerings of any MP Competitors.

2.       Affiliated MP Site Infrastructure. MP will be responsible for all
communications, hosting and connectivity costs and expenses associated with the
Affiliated MP Site. MP will provide all hardware, software, telecommunications
lines and other infrastructure necessary to meet traffic demands on the
Affiliated MP Site from the AOL Network. MP will design and implement its
connection to the network between the AOL Service and Affiliated MP Site such
that (i) no single component failure will have a materially adverse impact on
AOL Users seeking to reach the Affiliated MP Site from the AOL Network and (ii)
no single line will run at more than 70% average utilization for a 5-minute peak
in a daily period. In this regard, MP will provide AOL, upon request, with a
detailed network diagram regarding the network infrastructure supporting the
Affiliated MP Site. In the event that MP elects to create a custom version of
the Affiliated MP Site in order to comply with the terms of this Agreement, MP
will bear responsibility for all aspects of the implementation, management and
cost of such customized site.

3.       Optimization; Speed. MP will use commercially reasonable efforts to
ensure that: (a) the functionality and features within the Affiliated MP Site
are optimized for the client software then in use by AOL Members; and (b) the
Affiliated MP Site is designed and populated in a manner that minimizes delays
when AOL Users attempt to access such site. In order to assist MP in satisfying
the requirements of this Section 3, AOL shall provide information as may be
reasonably necessary to implement the functionality of the Affiliated MP Site.
At a minimum, MP will ensure that the Affiliated MP Site's data transfers
initiate within fewer than fifteen (15) seconds from receipt of the user query
on average. Prior to commercial launch of any material promotions described
herein, MP will permit AOL to conduct performance and load testing of the
Affiliated MP Site (in person or through remote communications), with such
commercial launch not to commence until such time as AOL is reasonably satisfied
with the results of any such testing.

4.       User Interface. MP will maintain a graphical user interface within the
Affiliated MP Site that is competitive in all material respects with interfaces
of other similar sites based on similar form technology. AOL reserves the right
to review and approve the user interface and site design prior to launch of the
Promotions and to assess compliance with respect to MP's compliance with the
preceding sentence.

5.       Technical Problems. MP agrees to use commercially reasonable efforts to
address material technical problems (over which MP exercises control) affecting
use by AOL Users of the Affiliated MP Site (a "MP Technical Problem") promptly
following notice thereof. In the event that MP is unable to promptly resolve a
MP Technical Problem following notice thereof from AOL (including, without
limitation, infrastructure deficiencies producing user delays), AOL will have
the right to regulate the promotions it provides to MP hereunder until such time
as MP corrects the MP Technical Problem at issue.

6.       Monitoring. MP will ensure that the performance and availability of the
Affiliated MP Site is monitored on a continuous basis. MP will provide AOL with
contact information (including e-mail, phone, pager and fax information, as
applicable, for both during and after business hours) for MP's principal
business and technical representatives, for use in cases when issues or problems
arise with respect to the Affiliated MP Site.


7.       Telecommunications. The Parties agree to explore encryption methodology
to secure data communications between the Parties' data centers. The network
between the Parties will be configured such that no single component failure
will significantly impact AOL Users. The network will be sized such that no
single line runs at more than 70% average utilization for a 5-minute peak in a
daily period.

8.       Technical Performance.

         i.       MP will design the Affiliated MP Site to support the
                  AOL-client embedded versions of the Microsoft Internet
                  Explorer 3.0 and 4.0 browsers (Windows and Macintosh), the
                  Macintosh version of the Microsoft Internet Explorer 3.0, and
                  make commercially reasonable efforts to support all other AOL
                  browsers listed at: "http://webmaster.info.aol.com/BrowTable.
                  html."

         ii.      To the extent MP creates customized pages on the Affiliated MP
                  Site for AOL Users, MP will configure the server from which it
                  serves the site to examine the HTTP User-Agent field in order
                  to identify the "AOL Member-Agents" listed at:
                  "http://webmaster. info.aol.com/Brow2Text.html."

         iii.     MP will periodically review the technical information made
                  available by AOL at http://webmaster.info.aol.com.



                                       25
<PAGE>   26
         iv.      MP will design its site to support HTTP 1.0 or later protocol
                  as defined in RFC 1945 and to adhere to AOL's parameters for
                  refreshing cached information listed at
                  http://webmaster.info.aol.com.

         v.       Prior to releasing material, new functionality or features
                  through the Affiliated MP Site ("New Functionality"), MP will
                  use commercially reasonable efforts to either (i) test the New
                  Functionality to confirm its compatibility with AOL Service
                  client software or (ii) provide AOL with written notice of the
                  New Functionality so that AOL can perform tests of the New
                  Functionality to confirm its compatibility with the AOL
                  Service client software.

9.       AOL Internet Services MP Support. AOL will provide MP with access to
the standard online resources, standards and guidelines documentation, technical
phone support, monitoring and after-hours assistance that AOL makes generally
available to similarly situated web-based partners. AOL support will not, in any
case, be involved with content creation on behalf of MP or support for any
technologies, databases, software or other applications which are not supported
by AOL or are related to any MP area other than the Affiliated MP Site. Support
to be provided by AOL is contingent on MP providing to AOL demo account
information (where applicable), a detailed description of the Affiliated MP
Site's software, hardware and network architecture and access to the Affiliated
MP Site for purposes of such performance and load testing as AOL elects to
conduct.



                                       26
<PAGE>   27
                                    EXHIBIT F

                   STANDARD ONLINE COMMERCE TERMS & CONDITIONS

1.       AOL Network Distribution. MP will not authorize or permit any third
party to distribute or promote the Products or any MP Interactive Site through
the AOL Network absent AOL's prior written approval. The Promotions and any
other promotions or advertisements purchased from or provided by AOL will link
only to the Affiliated MP Site, will be used by MP solely for its own benefit
and will not be resold, traded, exchanged, bartered, brokered or otherwise
offered to any third party.

2.       Provision of Other Content. In the event that AOL notifies MP that (i)
as reasonably determined by AOL, any Content within the Affiliated MP Site
violates AOL's then-standard Terms of Service (as set forth on the America
Online(R) brand service at Keyword term "TOS"), the terms of this Agreement or
any other standard, written AOL policy or (ii) AOL reasonably objects to the
inclusion of any Content within the Affiliated MP Site (other than any specific
items of Content which may be expressly identified in this Agreement), then MP
will take commercially reasonable steps to block access by AOL Users to such
Content using MP's then-available technology. In the event that MP cannot,
through its commercially reasonable efforts, block access by AOL Users to the
Content in question, then MP will provide AOL prompt written notice of such
fact. AOL may then, at its option, restrict access from the AOL Network to the
Content in question using technology available to AOL. MP will cooperate with
AOL's reasonable requests to the extent AOL elects to implement any such access
restrictions.

3.       Contests. MP will take all steps necessary to ensure that any contest,
sweepstakes or similar promotion conducted or promoted through the Affiliated MP
Site (a "Contest") complies with all applicable federal, state and local laws
and regulations.

4.       Navigation. Subject to the prior consent of MP, which consent will not
be unreasonably withheld, AOL will be entitled to establish navigational icons,
links and pointers connecting the Affiliated MP Site (or portions thereof) with
other content areas on the AOL Network (with the exception of DCI).
Additionally, in cases where an AOL User performs a search for MP through any
search or navigational tool or mechanism that is accessible or available through
the AOL Network (e.g., Promotions, Keyword, or any other similar promotions or
navigational tools), AOL shall have the right to direct such AOL User to the
Affiliated MP Site.

5.       Disclaimers. Upon AOL's request, MP agrees to include within the
Affiliated MP Site a product disclaimer (the specific form and substance to be
mutually agreed upon by the Parties) indicating that transactions are solely
between MP and AOL Users purchasing Products from MP.

6.       AOL Look and Feel. MP acknowledges and agrees that AOL will own all
right, title and interest in and to the elements of graphics, design,
organization, presentation, layout, user interface, navigation and stylistic
convention (including the digital implementations thereof) which are generally
associated with online areas contained within the AOL Network, and to the Tool
Bar, subject to MP's ownership rights in any MP trademarks or copyrighted
material within the Affiliated MP Site or the Decision Guide Affiliated Site.

7.       MP Look and Feel. AOL acknowledges and agrees that MP will own all
right, title and interest in and to the elements of graphics, design,
organization, presentation, layout, user interface, navigation and stylistic
convention (including the digital implementations thereof) which are generally
associated with the MP Interactive Sites or the Affiliated MP Site, subject to
AOL's ownership rights in any AOL trademarks or copyrighted material of AOL
included within the Affiliated MP Site or the Decision Guide Affiliated Site,
and subject to AOL's ownership rights in the Tool Bar and any AOL trademarks or
copyrighted material of AOL included therein.

8.       Management of the Affiliated MP Site and the Decision Guide Affiliated
Site. MP will manage, review, delete, edit, create, update and otherwise manage
all Content available on or through the Affiliated MP Site, and any Content MP
is responsible for supplying to AOL hereunder for the Decision Guide Affiliated
Site, in a timely and professional manner and in accordance with the terms of
this Agreement. MP will take commercially reasonable efforts to ensure that the
Affiliated MP Site is current, accurate and well-organized at all times. MP
warrants that the Products and other Licensed Content that MP places on the
Affiliated MP Site, or the Decision Guide Affiliated Site: (i) will not infringe
on or violate any copyright, trademark, U.S. patent or any other third party
right, including without limitation, any music performance or other
music-related rights; (ii) will not violate AOL's then-applicable Terms of
Service; and (iii) will not violate any applicable law or regulation, including
those relating to contests, sweepstakes or similar promotions. MP also warrants
that a reasonable basis exists for all Product performance or comparison claims
appearing on the Affiliated MP Site. MP shall not in any manner, including,
without limitation in any Promotion, the Licensed Content or the Materials state
or imply that AOL recommends or endorses MP or MP's services (e.g., no
statements that MP is an "official" or "preferred" provider of products or
services for AOL); provided, however, that MP shall be permitted to make
statements that it is the exclusive provider of the Exclusive Service on the AOL
Three System, subject to the terms of this Agreement. AOL will have no
obligations with respect to the Products available on or through the Affiliated
MP Site, including, but not limited to, any duty to review or monitor any such
Products.

9.       AOL Management. AOL will make commercially reasonable efforts to
manage, review, delete, edit, create, update and otherwise manage the Decision
Guide Affiliated Site, in a timely and professional

                                       27
<PAGE>   28
manner and in accordance with the terms of this Agreement. AOL also will make
commercially reasonable efforts to ensure that the Decision Guide Affiliated
Site is current, accurate and well-organized at all times. AOL warrants that any
Content that it contributes to the Affiliated MP Site or to the Decision Guide
Affiliated Site: (i) will not infringe on or violate any copyright, trademark,
U.S. patent or any other third party right, including without limitation, any
music performance or other music-related rights; (ii) will not violate AOL's
then-applicable Terms of Service; and (iii) will not violate any applicable law
or regulation, including those relating to contests, sweepstakes or similar
promotions. AOL also warrants that a reasonable basis exists for all Product
performance or comparison claims that it may place on the Decision Guide
Affiliated Site or sections of the AOL Three System that link to the Affiliated
MP Site.

10.      Duty to Inform. MP will promptly inform AOL of any information related
to the Affiliated MP Site which could reasonably lead to a claim, demand, or
liability of or against AOL and/or its affiliates by any third party. AOL will
promptly inform MP of any information (of which it has actual knowledge) that is
related to the Decision Guide Affiliated Site or to the AOL Three System which
could reasonably lead to a claim, demand or liability against or of MP and/or
its affiliates by any third party.

11.      Customer Service. MP will bear full responsibility for all customer
service related to the Affiliated MP Site, and AOL will have no obligations
whatsoever with respect thereto. MP will receive all emails from Customers via a
computer available to MP's customer service staff and will make commercially
reasonable efforts to respond to such emails within one business day of receipt.
MP will comply with the requirements of any federal, state or local consumer
protection or disclosure law.

12.      Production Work. In the event that MP requests AOL's production
assistance in connection with (i) ongoing programming and maintenance related to
the Affiliated MP Site, (ii) a redesign of or addition to the Affiliated MP Site
(e.g., a change to an existing screen format or construction of a new custom
form), (iii) production to modify work performed by a third party provider or
(iv) any other type of production work, MP will work with AOL to develop a
detailed production plan for the requested production assistance (the
"Production Plan"). Following receipt of the final Production Plan, AOL will
notify MP of (i) AOL's availability to perform the requested production work,
(ii) the proposed fee or fee structure for the requested production and
maintenance work and (iii) the estimated development schedule for such work. To
the extent the Parties reach agreement regarding implementation of the
agreed-upon Production Plan, such agreement will be reflected in a separate work
order signed by the Parties. To the extent MP elects to retain a third party
provider to perform any such production work, work produced by such third party
provider must generally conform to AOL's standards & practices (as provided on
the America Online brand service at Keyword term "styleguide"). The specific
production resources which AOL allocates to any production work to be performed
on behalf of MP will be as determined by AOL in its sole discretion; provided,
however, that in the case of the Decision Guide Affiliated Site, the Parties
shall mutually agree on the production resources to be allocated to any
production work thereon.

13.      Overhead Accounts. To the extent AOL has granted MP any overhead
accounts on the AOL Service, MP will be responsible for the actions taken under
or through its overhead accounts, which actions are subject to AOL's applicable
Terms of Service and for any surcharges, including, without limitation, all
premium charges, transaction charges, and any applicable communication
surcharges incurred by any overhead Account issued to MP, but MP will not be
liable for charges incurred by any overhead account relating to AOL's standard
monthly usage fees and standard hourly charges, which charges AOL will bear.
Upon the termination of this Agreement, all overhead accounts, related screen
names and any associated usage credits or similar rights, will automatically
terminate. AOL will have no liability for loss of any data or content related to
the proper termination of any overhead account.

14.      Navigation Tools. Any Keyword to be directed to the Affiliated MP Site
shall be (i) subject to availability for use by MP and (ii) limited to the
combination of the Keyword(TM) search modifier combined with a bona fide or
registered trademark of MP. AOL reserves the right to revoke at any time MP's
use of any Keyword which do not incorporate bona fide or registered trademarks
of MP. MP acknowledges that its utilization of a Keyword will not create in it,
nor will it represent it has, any right, title or interest in or to such
Keyword, other than the right, title and interest MP holds in MP's bona fide or
registered trademark independent of the Keyword. Without limiting the generality
of the foregoing, MP will not: (a) attempt to register or otherwise obtain
trademark or copyright protection in the Keyword (unless such Keyword is also a
bona fide trademark of MP); or (b) use the Keyword, except for the purposes
expressly required or permitted under this Agreement. To the extent AOL allows
AOL Users to "bookmark" the URL or other locator (e.g., in "Favorite Places")
for the Affiliated MP Site, such bookmarks will be subject to AOL's control at
all times. Upon the termination of this Agreement, MP's rights to any Keyword
and bookmarking will terminate.


                                       28
<PAGE>   29
                                    EXHIBIT G

                        STANDARD LEGAL TERMS & CONDITIONS

1.       Promotional Materials/Press Releases. Each Party will submit to the
         other Party, for its prior written approval, which will not be
         unreasonably withheld or delayed, any marketing, advertising, press
         releases, and all other promotional materials related to the Affiliated
         MP Site and/or referencing the other Party and/or its trade names,
         trademarks, and service marks (the "Materials"); provided, however,
         that either Party's use of screen shots of the Affiliated MP Site for
         promotional purposes will not require the approval of the other Party
         so long as America Online(R) is clearly identified as the source of
         such screen shots and AutoConnect(R) is clearly identified as the
         creator of the site pictured in the screen shot (if applicable); and
         provided further, however, that, following the initial public
         announcement of the business relationship between the Parties in
         accordance with the approval and other requirements contained herein,
         either Party's subsequent factual reference to the existence of a
         business relationship between the Parties will not require the approval
         of the other Party. Each Party will solicit and reasonably consider the
         views of the other Party in designing and implementing such Materials.
         Once approved, the Materials may be used by a Party and its affiliates
         for the purpose of promoting the Affiliated MP Site and the content
         contained therein and reused for such purpose until such approval is
         withdrawn with reasonable prior notice. In the event such approval is
         withdrawn, existing inventories of Materials may be depleted.
         Notwithstanding the foregoing, either Party may issue press releases
         and other disclosures as required by law or as reasonably advised by
         legal counsel without the consent of the other Party and in such event,
         the disclosing Party will provide reasonable prior written notice of
         such disclosure to the other Party.

2.       License. MP hereby grants AOL a non-exclusive worldwide license to
         market, distribute, reproduce, display, perform and promote the
         Licensed Content through the Affiliated MP Site or the Decision Guide
         Affiliated Site in accordance with the terms of this Agreement. In
         addition, AOL Users will have the right to access and use the
         Affiliated MP Site and the Decision Guide Affiliated Site.

3.       Trademark License. In designing and implementing the Materials and
         subject to the other provisions contained herein, MP will be entitled
         to use the following trade names, trademarks, and service marks of AOL:
         the "America Online(R)" brand service, "AOL(TM)" service/software and
         AOL's triangle logo, AOL.com, CompuServe and Decision Guide; and AOL
         and its affiliates will be entitled to use the trade names, trademarks,
         and service marks of MP (e.g., "AutoConnect(R)") for which MP holds all
         rights necessary for use in connection with this Agreement
         (collectively, together with the AOL marks listed above, the "Marks");
         provided that each Party: (i) does not create a unitary composite mark
         involving a Mark of the other Party without the prior written approval
         of such other Party; and (ii) displays symbols and notices clearly and
         sufficiently indicating the trademark status and ownership of the other
         Party's Marks in accordance with applicable trademark law and practice.

4.       Ownership of Trademarks. Each Party acknowledges the ownership right of
         the other Party in the Marks of the other Party and agrees that all use
         of the other Party's Marks will inure to the benefit, and be on behalf,
         of the other Party. Each Party acknowledges that its utilization of the
         other Party's Marks will not create in it, nor will it represent it
         has, any right, title, or interest in or to such Marks other than the
         licenses expressly granted herein. Each Party agrees not to do anything
         contesting or impairing the trademark rights of the other Party.

5.       Quality Standards. Each Party agrees that the nature and quality of its
         products and services supplied in connection with the other Party's
         Marks will conform to quality standards set by the other Party. Each
         Party agrees to supply the other Party, upon request, with a reasonable
         number of samples of any Materials publicly disseminated by such Party
         which utilize the other Party's Marks. Each Party will comply with all
         applicable laws, regulations, and customs and obtain any applicable
         government approvals pertaining to use of the other Party's marks.
         Should either Party find objectionable any use of its Marks by the
         other Party, such Party shall have the right to revoke, with respect to
         the objectionable use, the rights granted to the other Party under this
         Agreement to use the any such Marks, and the other Party shall
         immediately cease using such Marks in the manner found objectionable by
         the Party owning such Marks.

6.       Infringement Proceedings. Each Party agrees to promptly notify the
         other Party of any unauthorized use of the other Party's Marks of which
         it has actual knowledge. Each Party will have the sole right and
         discretion to bring proceedings alleging infringement of its Marks or
         unfair competition related thereto; provided, however, that each Party
         agrees to provide the other Party with its reasonable cooperation and
         assistance with respect to any such infringement proceedings. The costs
         and expenses involved in any such infringement proceedings shall be the
         responsibility of the party bringing the proceeding.

7.       Representations and Warranties. Each Party represents and warrants to
         the other Party that: (i) such Party has the full corporate right,
         power and authority to enter into this Agreement and to perform the
         acts required of it hereunder; (ii) the execution of this Agreement by
         such Party, and the performance by such Party of its obligations and
         duties hereunder, do not and will not violate any agreement to which
         such Party is a party or by which it is otherwise bound; (iii) when
         executed and delivered by such Party, this Agreement will constitute
         the legal, valid and binding obligation of such Party, enforceable
         against such Party in accordance with its terms; and (iv) such Party
         acknowledges that the other Party makes no representations, warranties
         or agreements related to the subject matter hereof that are not
         expressly provided for in this Agreement. MP hereby represents and
         warrants that it possesses all

                                       29
<PAGE>   30
         authorizations, approvals, consents, licenses, permits, certificates
         or other rights and permissions necessary to provide the Exclusive
         Service.

8.       Confidentiality. Each Party acknowledges that Confidential Information
         may be disclosed to the other Party during the course of this
         Agreement. Each Party agrees that it will take reasonable steps, at
         least substantially equivalent to the steps it takes to protect its own
         proprietary information, during the term of this Agreement, and for a
         period of two (2) years following expiration or termination of this
         Agreement, to prevent the duplication or disclosure of Confidential
         Information of the other Party, other than by or to its employees or
         agents who must have access to such Confidential Information to perform
         such Party's obligations hereunder, who will each agree to comply with
         this section. Notwithstanding the foregoing, either Party may issue a
         press release or other disclosure containing Confidential Information
         without the consent of the other Party, to the extent such disclosure
         is required by law, rule, regulation or government or court order. In
         such event, the disclosing Party will provide reasonable prior written
         notice of such proposed disclosure to the other Party. Further, in the
         event such disclosure is required of either Party under the laws, rules
         or regulations of the Securities and Exchange Commission or any other
         applicable governing body, such Party will (i) redact mutually
         agreed-upon portions of this Agreement to the fullest extent permitted
         under applicable laws, rules and regulations and (ii) submit a request
         to such governing body that such portions and other provisions of this
         Agreement receive confidential treatment under the laws, rules and
         regulations of the Securities and Exchange Commission or otherwise be
         held in the strictest confidence to the fullest extent permitted under
         the laws, rules or regulations of any other applicable governing body.

9.       Limitation of Liability; Disclaimer; Indemnification.

         (A) LIABILITY. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF PRODUCTS, THE USE OR
INABILITY TO USE THE AOL NETWORK, THE AOL SERVICE, AOL.COM OR THE AFFILIATED MP
SITE, THE DECISION GUIDES, THE DECISION GUIDE AFFILIATED SITE OR ARISING FROM
ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF
REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMED
DAMAGES"); PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE OTHER PARTY TO THE
EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO
INDEMNIFICATION PURSUANT TO SECTION 9(C). EXCEPT AS PROVIDED IN SECTION 9(C),
(I) LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT,
OBJECTIVELY MEASURABLE DAMAGES, AND (II) THE MAXIMUM LIABILITY OF ONE PARTY TO
THE OTHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL
NOT EXCEED THE AGGREGATE AMOUNT OF ALL PAYMENTS MADE UNDER THIS AGREEMENT IN THE
YEAR IN WHICH THE EVENT GIVING RISE TO LIABILITY OCCURS; PROVIDED THAT EACH
PARTY WILL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS
OWED TO THE OTHER PARTY PURSUANT TO THE AGREEMENT.

         (B) NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS
ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL
NETWORK, THE AOL SERVICE, AOL.COM, THE DECISION GUIDES, THE DECISION GUIDE
AFFILIATED SITE OR THE AFFILIATED MP SITE, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, AOL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING
THE PROFITABILITY OF THE AFFILIATED MP SITE.

         (c) Indemnity. Either Party will defend, indemnify, save and hold
harmless the other Party and the officers, directors, agents, affiliates,
distributors, franchisees and employees of the other Party from any and all
third party claims, demands, liabilities, costs or expenses, including
reasonable attorneys' fees ("Liabilities"), resulting from the indemnifying
Party's material breach of any duty, representation, or warranty of this
Agreement.

10.      Claims. If a Party entitled to indemnification hereunder (the
"Indemnified Party") becomes aware of any matter it believes is indemnifiable
hereunder involving any claim, action, suit, investigation, arbitration or other
proceeding against the Indemnified Party by any third party (each an "Action"),
the Indemnified Party will give the other Party (the "Indemnifying Party")
prompt written notice of such Action. Such notice will (i) provide the basis on
which indemnification is being asserted and (ii) be accompanied by copies of all
relevant pleadings, demands, and other papers related to the Action and in the
possession of the Indemnified Party. The Indemnifying Party will have a period
of ten (10) days after delivery of such notice to respond. If the Indemnifying
Party elects to defend the Action or does not respond within the requisite ten
(10) day period, the Indemnifying Party will be obligated to defend the Action,
at its own expense, and by counsel reasonably satisfactory to the Indemnified
Party. The Indemnified Party will cooperate, at the expense of the Indemnifying
Party, with the Indemnifying Party and its counsel in the defense and the
Indemnified Party will have the right to participate fully, at its own expense,
in the defense of such Action. If the Indemnifying Party responds within the
required ten (10) day period and elects not to defend such Action, the
Indemnified Party will be free, without prejudice to any of the Indemnified
Party's rights hereunder, to compromise or defend (and


                                       30
<PAGE>   31

control the defense of) such Action, all Liabilities and any amount paid by the
Indemnified Party in compromise of the Action to be paid by the Indemnifying
Party. In such case, the Indemnifying Party will cooperate, at its own expense,
with the Indemnified Party and its counsel in the defense against such Action
and the Indemnifying Party will have the right to participate fully, at its own
expense, in the defense of such Action. Any compromise or settlement of an
Action will require the prior written consent of both Parties hereunder, such
consent not to be unreasonably withheld or delayed.

11.      Acknowledgment. AOL and MP each acknowledges that the provisions of
this Agreement were negotiated to reflect an informed, voluntary allocation
between them of all risks (both known and unknown) associated with the
transactions contemplated hereunder. The limitations and disclaimers related to
warranties and liability contained in this Agreement are intended to limit the
circumstances and extent of liability. The provisions of this Section 11 will be
enforceable independent of and severable from any other enforceable or
unenforceable provision of this Agreement.

12.      Solicitation of AOL Users. During the term of the Agreement and for a
two year period thereafter, MP will not use the AOL Network (including, without
limitation, the e-mail network contained therein) to solicit AOL Users on behalf
of another Interactive Service. More generally, MP will not send unsolicited,
commercial e-mail (i.e., "spam") through or into AOL's products or services,
absent a Prior Business Relationship. For purposes of this Agreement, a "Prior
Business Relationship" will mean that the AOL User to whom commercial e-mail is
being sent has voluntarily either (i) engaged in a transaction with MP or (ii)
provided information to MP through a contest, registration, or other
communication, which included clear notice to the AOL User that the information
provided could result in commercial e-mail being sent to that AOL User by MP or
its agents. Any commercial e-mail communications to AOL Users which are
otherwise permitted hereunder, will (a) include a prominent and easy means to
"opt-out" of receiving any future commercial e-mail communications from MP, and
(b) shall also be subject to AOL's then-standard restrictions on distribution of
bulk e-mail (e.g., related to the time and manner in which such e-mail can be
distributed through or into the AOL product or service in question).

13.      AOL User Communications. To the extent that MP is permitted to
communicate with AOL Users under Section 15 of this Exhibit G, in any such
communications (on or off the Affiliated MP Site (including without limitation,
by e-mail)) (A) to specific AOL Users based on contact or other information
obtained by MP as a direct or indirect result of this Agreement, or (B) targeted
specifically to AOL Users as a group, MP will not encourage AOL Users to take
any action inconsistent with the scope and purpose of this Agreement, including
without limitation, the following actions: (i) using an Interactive Site other
than the Affiliated MP Site for the purchase of Products or provision of
Services (except for any links to the MP Commerce Partners within the Affiliated
MP Site, if and to the extent permitted by this Agreement), (ii) using Content
other than the Licensed Content; (iii) bookmarking of Interactive Sites; or (iv)
changing the default home page on the AOL browser. Additionally, with respect to
such AOL User communications, in the event that MP encourages an AOL User to
purchase products through such communications, MP shall ensure that (a) the AOL
Network is promoted as the primary means through which the AOL User can access
the Affiliated MP Site and (b) any link to the Affiliated MP Site will link to a
page which indicates to the AOL User that such user is in a site which is
affiliated with the AOL Network.

14.      Collection and use of User Information. MP shall ensure that its
collection, use and disclosure of information obtained from AOL Users obtained
as a direct or indirect result of this Agreement ("User Information") complies
with (i) all applicable laws and regulations and (ii) in the case of the
Affiliated MP Site, MP's standard privacy policies so long as such policies are
prominently published on the site and provide adequate notice, disclosure and
choice to users regarding MP's collection, use and disclosure of user
information. MP will not disclose User Information collected hereunder to any
third party in a manner that identifies AOL Users as end users of an AOL product
or service or use AOL User Information collected under this Agreement to market
another Interactive Service; provided that MP may advise car dealers which are
strategic partners of MP (but not any individuals) of other Internet access
methods that are compatible with the Parent Company's Manheim Online service.
AOL expressly acknowledges and agrees that this Section 14 shall not require any
other MP Interactive Site to comply with such AOL privacy policies.

15.      Excuse. Neither Party will be liable for, or be considered in breach of
or default under this Agreement on account of, any delay or failure to perform
as required by this Agreement as a result of any causes or conditions which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence.

16.      Independent Contractors. The Parties to this Agreement are independent
contractors. Neither Party is an agent, representative or employee of the other
Party. Neither Party will have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party. This Agreement will not be interpreted or
construed to create an association, agency, joint venture or partnership between
the Parties or to impose any liability attributable to such a relationship upon
either Party.

17.      Notice. Any notice, approval, request, authorization, direction or
other communication under this Agreement will be given in writing and will be
deemed to have been delivered and given for all purposes (i) on the delivery
date if delivered by electronic mail (to screenname "AOLNotice@AOL.com" in the
case of AOL) or by confirmed facsimile; (ii) on the delivery date if delivered
personally to the Party to whom the same is directed; (iii) one business day
after deposit with a commercial overnight carrier, with written verification of
receipt; or (iv) five business days after the mailing date, whether or not
actually received, if sent by U.S. mail, return receipt

                                       31
<PAGE>   32

requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available. In the case of AOL, such notice will
be provided to both the Senior Vice President for Business Affairs (phone no.
703-265-1000, fax no. 703-265-1206) and the Deputy General Counsel (phone no.
703-265-1000, fax no. 703-265-1105), each at the address of AOL set forth in the
first paragraph of this Agreement. In the case of MP, such notice will be
provided to Andrew Drake (phone no. 404-843-7423, fax no. 404-843-7412, email
address andrew.drake@autoconnect.com) at the address for MP set forth in the
first paragraph of this Agreement, with a copy to Jonathan Hart, Esq. (phone no.
202-776-2000, fax no. 202-776-2222, email address: jhart@dlalaw.com) at Dow,
Lohnes & Albertson, P.L.L.C., 1200 New Hampshire Avenue, N.W., Washington, D.C.
20036.



18.      No Waiver. The failure of either Party to insist upon or enforce strict
performance by the other Party of any provision of this Agreement or to exercise
any right under this Agreement will not be construed as a waiver or
relinquishment to any extent of such Party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same will be
and remain in full force and effect.

19.      Return of Information. Upon the expiration or termination of this
Agreement, each Party will, upon the written request of the other Party, return
or destroy (at the option of the Party receiving the request) all confidential
information, documents, manuals and other materials specified the other Party.


20.      Survival. Sections 1.1 (only with respect to the make-good provisions
therein, and then, only until such make-good is completed), 1.2.1 (only with
respect to the make-good provisions therein, and then, only until such make-good
is completed), 1.2.2 (only with respect to the make-good provisions therein, and
then, only until such make-good is completed), 2.12 (except as set forth therein
with respect to the termination of the Decision Guide License), 4.4, 4.6, 6.1,
6.2, 6.3 and 6.4 of the body of the Agreement, Sections 6 and 7 of Exhibit F,
and Sections 4 through 12, 14 through 22, 25, 26, 27, 29 and 30 of this Exhibit
G, will survive the completion, expiration, termination or cancellation of this
Agreement.

21.      Entire Agreement. This Agreement sets forth the entire agreement and
supersedes any and all prior agreements of the Parties with respect to the
transactions set forth herein (including without limitation that certain
Development, License and Hosting Agreement (For Used Cars), by and between
PersonaLogic, Inc., and MP, and as amended by that certain Addendum thereto,
except that if and to the extent MP has, as of the Effective Date hereof, any
then due and payable payments thereunder, such accrued obligations shall
survive). Neither Party will be bound by, and each Party specifically objects
to, any term, condition or other provision which is different from or in
addition to the provisions of this Agreement (whether or not it would materially
alter this Agreement) and which is proffered by the other Party in any
correspondence or other document, unless the Party to be bound thereby
specifically agrees to such provision in writing.

22.      Amendment. No change, amendment or modification of any provision of
this Agreement will be valid unless set forth in a written instrument signed by
the Party subject to enforcement of such amendment, and in the case of AOL, by
at least a Senior Vice President.

23.      Further Assurances. Each Party will take such action (including, but
not limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by any other Party for the implementation or continuing
performance of this Agreement.

24.      Assignment. MP will not assign this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of AOL, which
consent shall not be unreasonably withheld, delayed or conditioned.
Notwithstanding the foregoing, MP may assign this Agreement without obtaining
AOL's consent (i) to any entity that succeeds to MP's interests by merger,
consolidation or similar transaction or otherwise by operation of law, or (ii)
to any entity that acquires all or substantially all of the assets or equity
interests in MP, in each case subject to Section 5.5 of the main body of this
Agreement. Subject to the foregoing, this Agreement will be fully binding upon,
inure to the benefit of and be enforceable by the Parties hereto and their
respective successors and assigns.

25.      Construction; Severability. In the event that any provision of this
Agreement conflicts with the law under which this Agreement is to be construed
or if any such provision is held invalid by a court with jurisdiction over the
Parties to this Agreement, (i) such provision will be deemed to be restated to
reflect as nearly as possible the original intentions of the Parties in
accordance with applicable law, and (ii) the remaining terms, provisions,
covenants and restrictions of this Agreement will remain in full force and
effect.

26.      Remedies. Except where otherwise specified, the rights and remedies
granted to a Party under this Agreement are cumulative and in addition to, and
not in lieu of, any other rights or remedies which the Party may possess at law
or in equity; provided that, in connection with any dispute hereunder, MP will
be not entitled to offset any amounts that it claims to be due and payable from
AOL against amounts otherwise payable by MP to AOL.

27.      Applicable Law. Except as otherwise expressly provided herein, this
Agreement will be interpreted, construed and enforced in all respects in
accordance with the laws of the State of Delaware except for its conflicts of
laws principles.

28.      Export Controls. Both Parties will adhere to all applicable laws,
regulations and rules relating to the export of technical data and will not
export or re-export any technical data, any products received from the other
Party or the direct product of such technical data to any proscribed country
listed in such applicable laws, regulations and rules unless properly
authorized.



                                       32
<PAGE>   33
29.      Headings. The captions and headings used in this Agreement are inserted
for convenience only and will not affect the meaning or interpretation of this
Agreement.

30.      Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original and all of which together will constitute one
and the same document

                                      33
<PAGE>   34

                                    EXHIBIT H

                    DECISION GUIDE AFFILIATED SITE SCREENSHOT
                           (WITH CO-BRANDING THEREOF)

                                 [SEE ATTACHED]



                                       34

<PAGE>   35




                                 [SCREEN SHOT]



                                       35
<PAGE>   36


                                    EXHIBIT I

               POWERED BY BRANDING SCREENSHOT FOR DECISION GUIDES


                                 [SEE ATTACHED]



                                       36

<PAGE>   37


                                 [SCREEN SHOT]



                                       37
<PAGE>   38


                                    EXHIBIT J

                              TOOL BAR SCREEN SHOT
                           (WITH CO-BRANDING THEREOF)


                                 [SEE ATTACHED]



                                       38
<PAGE>   39


                                 [SCREEN SHOT]



                                       39

<PAGE>   40


                                    EXHIBIT K

                           AFFILIATED SITE SCREENSHOT
                           (WITH CO-BRANDING THEREOF)

                                 [SEE ATTACHED]



                                       40

<PAGE>   41


                                 [SCREEN SHOT]



                                       41