<PAGE>




Financial Statements

ChoiceParts, LLC

PERIOD FROM MAY 4, 2000 (INCEPTION) TO DECEMBER 31, 2000
WITH REPORT OF INDEPENDENT AUDITORS



<PAGE>


                                ChoiceParts, LLC

                              Financial Statements

            Period from May 4, 2000 (inception) to December 31, 2000




                                    CONTENTS

Report of Independent Auditors                                             1

Financial Statements

Balance Sheet                                                              3
Statement of Operations                                                    4
Statement of Members' Equity                                               5
Statement of Cash Flows                                                    6
Notes to Financial Statements                                              7


<PAGE>

                                 Independent Auditors' Report

Board of Directors
ChoiceParts, LLC

We have audited the accompanying balance sheet of ChoiceParts, LLC (the Company)
as of December 31, 2000, and the related statements of operations, members'
equity, and cash flow for the period May 4, 2000 (inception) to December 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to report on these financial statements based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ChoiceParts, LLC at December
31, 2000, and the results of its operations and its cash flows for the period
May 4, 2000 (inception) to December 31, 2000, in conformity with accounting
principles generally accepted in the United States.




                                                                           1

<PAGE>

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred losses since inception and
recently filed a lawsuit against a competitor citing anticompetitive practices
by this competitor. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans with regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments relating to the recoverability and classification of asset
carrying amounts or to the amount and classification of liabilities that might
result from the outcome of this uncertainty.


                                                   /s/ Ernst + Young LLP


March 7, 2001







                                                                           2
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                                ChoiceParts, LLC

                                 Balance Sheet

                                December 31, 2000

<TABLE>

<S>                                                                                  <C>
ASSETS
Current assets:
  Cash and equivalents                                                                $3,566,620
  Due from Reynolds & Reynolds and ADP                                                 1,517,973
  Deposits and other current assets                                                      418,000
                                                                                      ----------
Total current assets                                                                   5,502,593

Property and equipment, net                                                              853,457
Restricted cash                                                                          500,000
                                                                                      ----------
Total assets                                                                          $6,856,050
                                                                                      ==========

LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
  Accounts payable                                                                    $1,627,144
  Due to Reynolds & Reynolds and ADP                                                     941,972
  Accrued payroll                                                                        572,398
  Other accrued liabilities                                                              736,756
                                                                                      ------------
Total current liabilities                                                              3,878,270

Mandatorily Redeemable Preferred Member's Interest                                     1,159,468


Members' equity:
  Members' interests                                                                   9,348,002
  Accumulated deficit                                                                 (7,529,690)
                                                                                     -----------
Total members' equity                                                                  1,818,312
                                                                                     -----------
Total liabilities and members' equity                                                $ 6,856,050
                                                                                     ===========

</TABLE>
SEE ACCOMPANYING NOTES.






                                                                           3

<PAGE>

                           ChoiceParts, LLC

                           Statement of Operations

        Period from May 4, 2000 (inception) to December 31, 2000

<TABLE>

<S>                                                                                  <C>
Net sales                                                                             $9,816,867
Cost of sales                                                                         (6,013,591)
                                                                                      -----------
Gross profit                                                                           3,803,276

Sales and marketing                                                                      553,661
Product development                                                                    3,060,066
Asset impairment                                                                       3,396,859
General and administrative                                                             4,375,934
                                                                                      -----------
Total operating expenses                                                              11,386,520

Operating loss                                                                        (7,583,244)
                                                                                      -----------

Interest income                                                                          138,022
                                                                                     ------------
Net loss                                                                             ($7,445,222)
                                                                                     ============

</TABLE>

SEE ACCOMPANYING NOTES.




                                                                           4

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                                ChoiceParts, LLC

                          Statement of Members' Equity

                                December 31, 2000

<TABLE>
<CAPTION>
                                      MEMBERS'          ACCUMULATED
                                      INTERESTS           DEFICIT                   TOTAL
                                      ----------------------------------------------------
<S>                                  <C>                <C>                   <C>
Balance at May 4, 2000                $        -         $         -            $        -
Capital contributions                  9,348,002                   -             9,348,002
Dividends on Mandatorily Redeemable
  Preferred Member's Interest                                (84,468)              (84,468)
Net loss                                                  (7,445,222)           (7,445,222)
                                      ----------------------------------------------------
Balance at December 31, 2000          $9,348,002         $(7,529,690)           $1,818,312
                                      =====================================================

</TABLE>

SEE ACCOMPANYING NOTES







                                                                           5

<PAGE>

                                            ChoiceParts, LLC

                                        Statement of Cash Flows

                        Period from May 4, 2000 (inception) to December 31, 2000

<TABLE>
<S>                                                                           <C>
OPERATING ACTIVITIES
Net loss                                                                        $(7,445,222)
Adjustments to reconcile net loss to net
 cash used in operating activities:
   Depreciation and amortization                                                     69,641
   Asset impairment                                                               3,396,859
   Changes in operating assets and liabilities:
     Due from Reynolds & Reynolds and ADP                                        (1,517,973)
     Deposits and other assets                                                     (418,000)
     Accounts payable                                                             1,627,144
     Due to Reynolds & Reynolds and ADP                                             941,972
     Accrued payroll                                                                572,398
     Other accrued liabilities                                                      736,756
                                                                                -----------
Net cash used in operating activities                                            (2,036,425)


INVESTING ACTIVITIES
Purchase of property and equipment                                                 (923,098)
Purchases and development of software                                            (2,973,857)
Purchases of letter of credit (restricted cash)                                    (500,000)
                                                                                -----------
Net cash used in investing activities                                            (4,396,955)


FINANCING ACTIVITIES
Member equity contributions                                                       8,925,000
Preferred member equity contributions                                             1,075,000
                                                                                -----------
Net cash provided by financing activities                                        10,000,000
                                                                                -----------
Net increase in cash                                                              3,566,620
Cash - Beginning of period                                                               --
                                                                                -----------
Cash - End of period                                                            $ 3,566,620
                                                                                ===========

Noncash activities:
  Contribution of developed software                                           $   423,002

</TABLE>
SEE ACCOMPANYING NOTES.






                                                                           6

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                                ChoiceParts, LLC

                          Notes to Financial Statements

                                December 31, 2000


1.  DESCRIPTION OF BUSINESS AND FORMATION OF COMPANY

ChoiceParts, LLC (the Company) develops and operates aftermarket auto parts
locator products for the automobile dealer and collision repair market. The
Company was formed in April 2000 and commenced operations May 4, 2000, as a
limited liability company in accordance with the Limited Liability Company Act
(LLCA) of the state of Delaware. The Company does not have a termination date.
Simultaneously with the formation of the Company, the Company's members entered
into an operating agreement May 4, 2000.

The Members, comprised of ADP, CCC Information Services and Reynolds & Reynolds,
formed the Company to develop the next-generation internet-based auto parts
locator product. The Members contributed $10,423,002, including $423,002 of
contributed technology, during 2000.

ADP and Reynolds & Reynolds contributed beneficial ownership of legacy locator
products owned by ADP and Reynolds & Reynolds to the Company. The contributed
products are subscription-based and provided to approximately 6,800 auto
dealerships across the United States. In accordance with the terms of the
Operating Agreement, the Members continue to deliver the locater products to
customers, collect amounts due from the customers and charge operating and
royalty expenses to the Company. The net amount collected from the customer less
operating costs and royalty costs is remitted to the Company from Reynolds &
Reynolds or ADP. The Operating Agreement states that these billing services will
end on the earlier of the first anniversary of the commencement of operations,
May 4, 2001, or 60 days after the launch of the internet-based product. The
Company anticipates shipping the locator product and billing and collecting fees
from this product during May 2001.

2.  GOING CONCERN AND MANAGEMENT'S PLANS

The Company has incurred significant net losses since its inception. Due to the
uncertainty of the lawsuit as described in paragraph 1 of Note 10, there is a
risk the data required in order for the Company to offer its product to the
majority of the market will not be made available, or will be made available at
such a late date as to make questionable the Company's ability to capture
significant market share. The anticipated increase in revenues from the new
product may not be realized, and the operating losses may continue. The Company
expects that significant on-going operating expenditures


                                                                             7

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                                ChoiceParts, LLC

                    Notes to Financial Statements (continued)


2.  GOING CONCERN AND MANAGEMENT'S PLANS (CONTINUED)

will be necessary to successfully implement its business plan and develop its
service offering. These circumstances raise substantial doubt about the
Company's ability to continue as a going concern. Implementation of the plans
the Members have for the Company and its ability to continue as a going concern
depend on successful resolution of the lawsuit and successful development of
alternative products and services.

While there is no assurance that the Company will be successful in its efforts,
the Company continues to pursue the lawsuit, and expects to prevail. The Company
also continues to pursue and develop additional products and services in its
market. In accordance with the Members' Agreement, at December 31, 2000 the
Members are committed to contribute an additional $15,000,000 capital
investment, of which $7,500,000 was received in March 2001. The Company believes
this additional funding will be sufficient to support the Company's liquidity
requirements through 2001.

If the Company is unable to secure rights to the data sought in the lawsuit and
is unsuccessful in the development of alternative products and services,
management may be required to curtail the Company's development and other
activities and may be forced to cease operations.

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents. The carrying amount
reported in the balance sheet for cash and cash equivalents approximates its
fair value. Restricted cash represents cash held in a certificate of deposit on
the Company's leased office space.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.



                                                                             8

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                                               ChoiceParts,LLC

                                      Notes to Financial Statements (continued)


3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment is stated on the basis of cost. Depreciation is computed
by the straight-line method over the estimated useful lives as follows:

<TABLE>
                <S>                                           <C>
                                                                    ESTIMATED
                ASSET CLASSIFICATION                                USEFUL LIFE
               ----------------------------------------------------------------------
               Computers                                           Three years
               Office equipment                                    Three years
               Leasehold improvements                            Estimated useful
                                                                life or life of lease
                                                                (whichever is shorter)

</TABLE>

REVENUE RECOGNITION

The Company recognized revenue upon notification of delivery of the locater
product from ADP or Reynolds & Reynolds.

ADVERTISING COSTS

The Company expenses advertising costs as Advertising costs were $363,460 in
incurred. 2000.

PRODUCT DEVELOPMENT COSTS

Product development costs consist primarily of payroll and related expenses and
the expenses of outside technical contractors, which were incurred for the
development of the Company's web-based locator product.

INCOME TAXES

The Company was formed as a limited liability The Company's income (loss) is
treated for federal and state income tax purposes substantially, as if
it were a partnership. Each Member's respective equitable shares in the taxable
income of the Company are reported on that Member's income tax returns.
Accordingly, the accompanying financial statements reflect no provision or
liability for income taxes.




                                                                             9

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                                ChoiceParts, LLC

                      Notes to Financial Statements (continued)


3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK COMPENSATION

As permitted by Statement of Financial Accounting Standards No. 123, ACCOUNTING
FOR STOCK-BASED COMPENSATION ( SFAS 123), the Company uses the intrinsic value
method to account for stock options as set forth in Accounting Principles Board
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES (APB 25).

4.  ASSET IMPAIRMENT

During 2000, the Company capitalized $3,396,859 of certain costs paid to outside
consultants and to employees to develop the Company's web-based locator product.
Pursuant to SFAS No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
FOR LONG-LIVED ASSETS TO BE DISPOSED OF, the Company evaluated the
recoverability of these long-lived assets. This web-based locator product
requires authorization to utilize certain data from automobile manufacturers in
order to be of use to the Company's customers. However, General Motors, Ford,
and DaimlerChrysler have withheld this data. While the Company has filed a
lawsuit to obtain this data (see Note 10), the uncertainty of the outcome of the
lawsuit, the rapidly changing e-commerce environment, and potentially increased
competition in this market has raised substantial doubt about the recoverability
of this asset. Accordingly, during the fourth quarter of 2000, the Company
adjusted the carrying value of this asset to zero.

5.  PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
Property and equipment consist of the following:
              <S>                                                    <C>
                                                                      DECEMBER 31
                                                                         2000
                                                                      -----------
               Computers                                               $571,679
               Office equipment                                         204,082
               Leasehold improvements                                   147,337
                                                                       --------
                                                                        923,098
               Less: Accumulated depreciation and
                 amortization                                           (69,641)
                                                                       --------
                                                                       $853,457
                                                                       ========

</TABLE>

                                                                           10

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                                ChoiceParts, LLC

                    Notes to Financial Statements (continued)


6.  ROYALTIES

The Company is required to pay a royalty fee to the Members as defined in the
Services Agreement. These royalty fees approximate 30% of the Company's revenues
through May 4, 2001; 25% of revenues from May 4, 2001 through May 4, 2002; 20%
of revenues from May 4, 2002 through May 4, 2005; 15% of revenues from May 4,
2005 through May 4, 2006; and 10% of revenues from May 4, 2007 through May 4,
2010. In 2000, royalty fees amounted to $2,945,046 and were classified as cost
of sales.

7.  COMMITMENTS

The Company leases premises and equipment under operating lease agreements and
contracted services. Total rental expense under these agreements was
approximately $426,000 in 2000. Future minimum lease payments, as of December
31, 2000, relating to operating lease agreements are shown below:

<TABLE>
                  <S>                                     <C>
                  2001                                     $1,795,062
                  2002                                      1,631,836
                  2003                                        725,626
                  2004                                        719,522
                  2005 and thereafter                         959,363
                                                           ----------
                                                           $5,831,409
                                                           ==========

</TABLE>


8.  MANDATORILY REDEEMABLE PREFERRED MEMBER'S INTEREST AND MEMBERS' EQUITY

The Operating Agreement indicates the Preferred Member, Reynolds & Reynolds,
will be allocated operating profits and losses prior to allocating operating
profits and losses to the Members. The Preferred Member will accrue a dividend
each year (12% for the first three years since inception and 15% for the next
two years). The Company shall, at any time with the majority of the votes of the
Board of Director, have the right to redeem the Preferred Member's equity
interest plus any accrued and unpaid dividends (Preferred Amount). The Preferred
Amount shall be redeemed upon a change in control of the Company or at the
initial public offering of the Company stock, as defined in the Operating
Agreement. The Preferred Amount shall be redeemed automatically on the fifth
anniversary of inception of the Company.



                                                                           11

<PAGE>

                                ChoiceParts, LLC

                    Notes to Financial Statements (continued)


9.  STOCK OPTION PLAN

During December 2000, the Company's Board of Directors approved the 2000 Stock
Option Plan (the Plan). The Plan provides for the issuance of options to
purchase membership interests in the Company. The options are convertible into
shares equal to .00001 percent of the aggregate membership interests in the
Company. The options will not be exercisable, even if vested, prior to the
earliest of (a) the date the Company becomes a publicly traded corporation; (b)
a change in control of the Company; or (c) July 31, 2003. The options can be
granted for periods of up to 10 years and generally vest ratably over a
four-year period with initial vesting occurring on the first anniversary from
the grant date and semi annually thereafter.

Had stock options been accounted for under the fair value method recommended by
SFAS 123, the Company's net loss on a pro forma basis for the year ended
December 31, 2000 would have been:

                  Net loss, as reported              $(7,445,222)
                  Net loss, pro forma                 (7,452,080)

The fair value of stock options used to compute pro forma net loss is the
estimated present value at the grant date using the minimum value option-pricing
model with the following assumptions: dividend yield of 0%; risk-free interest
rate of 6.00%; and a weighted-average expected option life of five years.

During 2000, the Company granted 723,500 options with an exercise price of
$2.50. The fair value of options granted during 2000 was $0.65. No options were
exercisable at December 31, 2000. The outstanding options at December 31, 2000,
have a weighted-average remaining contractual life of 9.90 years.

10.  SUBSEQUENT EVENTS

On January 4, 2001, the Company filed a federal antitrust lawsuit against
General Motors, Ford, and DaimlerChrysler asserting multiple violations of the
Sherman Antitrust Act. Among other relief, ChoiceParts is requesting the federal
district court in Chicago to enjoin the defendants' alledged concerted
anticompetitive efforts aimed at blocking ChoiceParts from providing its
customized electronic automotive parts locator/transaction system to automobile
retailers and repair shops nationwide. An expedited discovery schedule has been
entered in the case, and a preliminary injunction hearing is expected in May or
June 2001.





                                                                            12

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                                ChoiceParts, LLC

                    Notes to Financial Statements (continued)


10.  SUBSEQUENT EVENTS (CONTINUED)

On February 20, 2001, the Company announced that it had reached an agreement in
principle terms to acquire exclusive rights to commercialize the
industry-leading CarStation CommerceSystem, a product of OnStation Corporation.
Under the agreement, the Company will become the exclusive source for providing
the CarStation CommerceSystem (CCS), an integrated Internet-based parts
management and communication system that enables automotive collision repair
professionals and their parts suppliers to transact and communicate online. As
part of the agreement, the Company will also acquire the CarStation.com
e-commerce hub and its customer base of automotive parts dealers, recyclers, and
collision repair shops. The transaction is expected to be complete within two
months.

On March 2, 2001, the Company received an additional capital contribution of
$7,500,000 from its three Members.






                                                                             13