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                                                                   Exhibit 10.37

                      LENDER INTEGRATION SUPPORT AGREEMENT

This DealerTrack Lender Integration Support Agreement (this "AGREEMENT") is made
as of this 1st day of September, 2005 by and between DealerTrack, Inc.
("DEALERTRACK"), with its principal place of business at 1111 Marcus Avenue -
Suite M04, Lake Success, NY 11042, and First American CMSI Inc. ("CMSI"), with
its principal place of business at 8671 Robert Fulton Drive, Suite B, Columbia,
MD 21046.

BACKGROUND

     DealerTrack operates "DealerTrack.com," a Web-based auto finance enabler,
which, among other things, facilitates automobile finance and lease interactions
and transactions between subscribing automotive dealers and subscribing
financial sources. CMSI, among other things, provides complete outsourcing
solutions, in-house software systems, and Internet-based services, to
subscribing financing sources, which manage front- and back-office operations
and automate end-to-end account and information processing for such financial
sources. Certain of CMSI's subscribing financing sources desire to subscribe to
and use the DealerTrack service. Use of the DealerTrack service requires the
development of an interface between DealerTrack's computer and CMSI's credit
processing system. Development of this interface requires the performance of
certain obligations by DealerTrack and the performance of other obligations by
CMSI. This Agreement sets forth the respective responsibilities of each party
with respect to the development and maintenance of the interface.

TERMS AND CONDITIONS

IN CONSIDERATION OF the mutual representations, warranties, covenants and other
agreements set forth herein, DealerTrack and CMSI, intending to be legally
bound, agree as follows:

1. Definitions. As used in this Agreement, the following capitalized terms have
the indicated meanings;

     (a) "Acceptance Date" means the day when the CMSI System first began
     interfacing with the DealerTrack System to receive Data from a DealerTrack
     Dealer and to transmit Data back to such DealerTrack Dealer from a Shared
     Financial Institution.

     (b) "Addendum" shall have the meaning set forth in Section 8 hereof.

     (c) "Additional Products" shall have the meaning set forth in Section 8
     hereof.

     (d) "Affiliate" of a party means any person or entity (i) that owns,
     directly or indirectly, through one or more affiliates, at least a majority
     of the voting capital stock of such party, or (ii) at least a majority of
     whose voting capital stock is owned, directly or indirectly, through one or
     more affiliates, by such party, or (iii) at least a majority of whose
     voting capital stock is owned directly or indirectly, through one or more
     affiliates, by another person or entity that at such time also owns,
     directly or indirectly, through one or more affiliates, at least a majority
     of the voting capital stock of such party. A person or entity shall be
     considered an Affiliate only so long as it continues to satisfy the
     criteria for an Affiliate established in this Section 1(d).

     (e) "Agreement" means this Lender Integration Support Agreement, as it may
     from time to time be amended or supplemented by the mutual consent of the
     parties or in accordance with its terms, and all exhibits and Addendums
     attached to this Agreement, as they may from time to time be amended or
     supplemented.

     (f) "Basic Service" means DealerTrack's web-based, multi-lender system that
     facilitates the transfer of Data from DealerTrack Dealers to DealerTrack
     Financial Institutions and the transfer of Data back to such DealerTrack
     Dealers with respect to credit applications.

     (g) "CMSI" has the meaning set forth in the introductory paragraph.

     (h) "CMSI Computer" means the computer(s) controlled and operated by CMSI
     on which CMSI maintains the CMSI Software for the use of CMSI's ASP and
     CMSI's Exchange customers.
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     (i) "CMSI Financial Institution" means a financial institution or other
     financing source, which is a subscriber to the CMSI System.

     (j) "CMSI Interface Components" means and consists of the Interface
     equipment components for which CMSI is responsible as set forth in this
     Agreement (including without limitation, the physical connections and
     associated equipment between the CMSI Interface Server and the DealerTrack
     Computer), the Interface software components for which CMSI is responsible
     as set forth in this Agreement (but excluding, without limitation, any
     Confidential Information or Intellectual Property of DealerTrack), and
     CMSI's Interface Server.

     (k) "CMSI's Interface Server" means the computer(s) controlled and operated
     by CMSI on which the software components of the CMSI Interface Components
     are maintained on the CMSI Computer.

     (l) "CMSI Marks" means trademarks, service marks, trade names, domain names
     and corporate and brand identification and indicia, including, without
     limitation, word marks, logos, designs and other picture marks, phrases,
     jingles, composite marks, corporate, commercial and institutional names or
     images, product designations and identifications, whether registered or
     not, of CMSI or CMSI's Affiliates.

     (m) "CMSI Software" means, CMSI's credit underwriting software (whether
     internally developed, or licensed, by CMSI) which processes and issues
     decisions on credit applications transmitted by means of the Service and
     all operating or system software installed on the CMSI Computer, whether or
     not utilized by CMSI Financial Institutions (excluding, without limitation,
     any Confidential Information or Intellectual Property of DealerTrack).

     (n) "CMSI System Specifications" shall have the meaning set forth in
     Section 3(b) hereof.

     (o) "CMSI System" means and consists of the CMSI Interface Components, the
     CMSI Software and the CMSI Computer, operated by CMSI for ASP and Exchange
     customers.

     (p) "Confidential Information" will have the meaning set forth in Section
     14.

     (q) "Data" means (i) credit application data encompassing the information
     set forth on the credit application form(s) utilized by the Service, as
     transmitted in electronic form by means of the Service by a DealerTrack
     Dealer, (ii) notice of the credit decision relating to such credit
     applications, as transmitted in electronic form by means of the Service by
     CMSI (or any CMSI User), (iii) credit application and contract status
     information, prospect reports, dealer reserve status, retail and lease
     rates, residual value information and payoff quotes, (iv) any third party
     data (including, without limitation, value guide information) which may be
     accessed, requested or sent to others by means of the Service, and (v) any
     other information that is provided, directly or indirectly, to or through
     the Service or transmitted through the Service, including, without
     limitation, any electronic contracts or information provided, directly or
     indirectly, to or through the Service or transmitted through the Service
     with respect to Additional Products. DealerTrack may, in its sole
     discretion, from time to time add additional data fields to, or delete
     certain data fields from, the Service. Data entered on the Service in such
     additional fields shall be included in the term "Data."

     (r) "DealerTrack" has the meaning set forth in the introductory paragraph.

     (s) "DealerTrack Computer" means the computer(s) controlled and operated by
     DealerTrack on which DealerTrack maintains the DealerTrack Software.

     (t) "DealerTrack Dealer" means an automobile dealer or other automobile
     credit originator that is a subscriber to the Service.

     (u) "DealerTrack Financial Institution" means a financial institution or
     other financing source, which is a subscriber to the Service.

     (v) "DealerTrack Interface Components" means and consists of the Interface
     equipment components and the Interface software components for which
     DealerTrack is responsible as set forth in this Agreement.

     (w) "DealerTrack Marks" means trademarks, service marks, trade names,
     domain names and corporate and brand identification and indicia, including,
     without limitation, word marks, logos, designs and other picture marks,


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     phrases, jingles, composite marks, corporate, commercial and institutional
     names or images, product designations and identifications, whether
     registered or not, of DealerTrack or DealerTrack's Affiliates.

     (x) "DealerTrack Site" means the website(s) on the World Wide Web that is
     owned, operated and/or controlled by DealerTrack or any DealerTrack
     Affiliate that provides the Service as set forth in this Agreement.

     (y) "DealerTrack Software" means DealerTrack's software (whether internally
     developed, licensed or owned by DealerTrack) which support the Service
     and/or contain applications that are a part of the Service and all
     operating or system software installed on the DealerTrack Computer.

     (z) "DealerTrack System" means and consists of the DealerTrack interface
     Components, DealerTrack Software and the DealerTrack Computer.

     (aa) "Disclosing Party" will have the meaning set forth in Section 14.

     (bb) "Documentation" means the system and user documentation for the
     Service provided by DealerTrack to DealerTrack Financial Institutions
     generally, as amended or supplemented by DealerTrack, in its sole
     discretion, from time to time.

     (cc) "Effective Date" means April 1, 2003.

     (dd) "Force Majeure Event" shall mean fire, flood, earthquake, elements of
     nature or acts of God, acts of war, terrorism, riots, civil disorders,
     rebellions or revolutions, strikes, lockouts or labor difficulties or any
     other cause beyond the reasonable control of a party (except for
     subcontractor defaults which do not result from such events).

     (ee) "Initial Term" and "Renewal Term" shall have the meanings set forth in
     Section 9(a).

     (ff) "Intellectual Property" means any intellectual property or proprietary
     rights, including, without limitation, copyright rights (including rights
     in audiovisual works), moral rights, trademarks (including logos, slogans,
     domain names, trade names, service marks), patent rights (including issued
     patents, patent applications and disclosures), know-how, inventions, rights
     of priority and trade secret rights, recognized in any country or
     jurisdiction in the world.

     (gg) "Interface" means and consists of the equipment and the software that
     establishes, by means of the Service, the capability for the CMSI Computer
     to receive Data from, and transmit Data to, the DealerTrack Computer.

     (hh) "Interface Development Schedule" means the written schedule, if any,
     attached hereto as Exhibit A (as revised from time to time in accordance
     with the terms herein), developed and mutually agreed upon by DealerTrack
     and CMSI which sets forth the tasks and respective responsibilities of the
     parties relating to the development of the Interface, and the timeframes
     for accomplishing such tasks.

     (ii) "Interface Development Schedule Commencement Date" shall have the
     meaning set forth in Section 3(a).

     (jj) "Lender Requirements Document" means the document(s) (as revised from
     time to time by DealerTrack, in its sole discretion) provided by
     DealerTrack to CMSI describing the technical and business requirements,
     which CMSI must meet in order to facilitate CMSI's and each CMSI Financial
     Institution's utilization of the Service.

     (kk) "Personnel" will have the meaning set forth in Section 14.

     (ll) "Proceeding" will have the meaning set forth in Section 15.

     (mm) "Receiving Party" will have the meaning set forth in Section 14.

     (nn) "Service" means (a) the Basic Service; (b) any additional services
     DealerTrack decides, in its sole discretion, to add to the Basic Service,
     and (c) any Additional Product governed by an Addendum to which


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     Shared Financial Institutions and DealerTrack are parties, and subject to
     any payment and other terms and conditions in such Addendum.

     (oo) "Shared Financial Institutions" means any CMSI Financial Institution
     which is a DealerTrack Financial Institution.

     (pp) "User" shall mean any employee or agent of a Shared Financial
     Institution that is authorized to use the Service in accordance with the
     applicable DealerTrack Lender Agreement and Section 6(g).

2. Subscription to the Service. DealerTrack hereby grants to CMSI, a limited,
non-transferable subscription to the Service in order to facilitate the transfer
of Data through the Interface from Shared Financial Institutions to the
DealerTrack System and vice-versa, and DealerTrack agrees to provide the Service
to CMSI for the term of this Agreement, for use by CMSI in the United States, in
accordance with the terms of this Agreement. As a prerequisite for CMSI to use
the Service, DealerTrack and CMSI developed and implemented the Interface in
accordance with Section 3 below, maintain the Interface in accordance with
Section 4 below and exercise their respective rights and obligations hereunder
in accordance with the responsibilities of each party with respect to the
ongoing operation and use of the Service as set forth in Sections 5 and 6 below,
and otherwise according to the terms and conditions of this Agreement.

3. Interface Use. With respect to the use of the Interface, DealerTrack and CMSI
shall perform their respective responsibilities as set forth in this Section 3.

     (a) CMSI acknowledges that the sole purpose for DealerTrack's disclosure of
     the Lender Requirements Document to CMSI is to allow CMSI to develop and
     maintain the CMSI System in connection with CMSI's use of the Service under
     the terms of this Agreement. CMSI shall develop and maintain the CMSI
     Interface Components in accordance with the specifications, requirements,
     standards and formats in the Lender Requirements Document ("CMSI SYSTEM
     SPECIFICATIONS"). If the Lender Requirements Document was disclosed to CMSI
     under a separate confidentiality/non-disclosure agreement, then such
     disclosure is now governed by the terms of this Agreement, and the terms of
     such confidentiality/non-disclosure agreement with respect to the subject
     matter of this Agreement are hereby superseded by the terms of this
     Agreement. The Lender Requirements Document shall be considered the
     "Confidential Information" of DealerTrack, subject to Section 15 of this
     Agreement.

     (b) DealerTrack and CMSI shall cooperate reasonably and in good faith with
     respect to such issues that may arise from time to time in connection with
     the maintenance of and enhancement to the Interface, to the extent that
     specific responsibility has not been designated to one party or the other
     in this Agreement. The foregoing notwithstanding, unless otherwise agreed
     in writing, DealerTrack shall not be required to incur any expenses or
     costs in connection with such cooperation to the extent that such
     cooperation requires its involvement in any tasks other than those
     specifically set forth in the Interface Development Schedule. If CMSI
     requires DealerTrack to perform any such tasks and DealerTrack agrees, the
     parties agree to negotiate in good faith the terms and related costs (if
     any) associated with such tasks.

4. Maintenance and Modifications. With respect to maintenance and modifications
to the Interface, the DealerTrack System and the CMSI System, the parties shall
perform their respective responsibilities as set forth in this Section 4.

     (a) In the event that DealerTrack makes any generally released
     modifications to DealerTrack Software, and such modifications make changes
     to the CMSI System necessary or advisable, DealerTrack shall give CMSI at
     least thirty (30) days prior written notice of the modifications; provided,
     that, DealerTrack may give less notice if such modification is necessary to
     comply with applicable law. With respect to such changes to the CMSI
     System, in DealerTrack's discretion; (i) DealerTrack shall be responsible,
     at its expense, for making necessary or advisable changes to the
     DealerTrack System prior to releasing the modifications to such DealerTrack
     Software, and (ii) CMSI shall be responsible, at its expense, for making
     the necessary or advisable changes to the CMSI System. The parties shall
     establish a mutually agreeable schedule for making such changes properly
     and in a timely manner. The foregoing notwithstanding, DealerTrack shall
     not be responsible for any interruption in CMSI's or any Shared Financial
     Institution's use of the Service prior to CMSI's implementation of the
     appropriate changes to the CMSI System or caused by CMSI's failure to
     implement the appropriate changes to the CMSI System.

     (b) If any Shared Financial Institution desires to subscribe to any
     Additional Product, the parties will consult


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     with each other as reasonably necessary to amend the Interface Development
     Schedule (including, without limitation, by setting forth the parties'
     respective responsibilities and the schedule for completion of such
     responsibilities) with respect to the Interface development for such
     Additional Product. CMSI shall be responsible for costs associated with
     modification or further development of the CMSI Interface Components and
     the CMSI System and DealerTrack shall be responsible for costs associated
     with modification or further development of the DealerTrack Interface
     Components and the DealerTrack System. Both parties shall proceed with
     their respective responsibilities set forth in the amended Interface
     Development Schedule in a diligent manner and shall use commercially
     reasonable efforts to allocate such skilled Personnel and other resources
     to the project as shall be necessary to complete the Interface development
     so that the CMSI System is capable of interfacing with the DealerTrack
     System so as to transmit or receive Data through the applicable Additional
     Product component of the Service. DealerTrack may, in its sole discretion,
     amend or modify the Lender Requirements Document to include requirements
     associated with any Additional Product.

     (c) In addition to changes to the CMSI System required as a result of a
     generally released modification to the DealerTrack Software as set forth in
     Section 4(a) or an Additional Product as set forth in Section 4(b), CMSI
     shall be responsible, from time to time, for making necessary changes to
     the CMSI System in order to maintain CMSI's and Shared Financial
     Institutions' current level of functionality.

5. Responsibilities of DealerTrack Relating to On-Going Operation of the
Service. In addition to DealerTrack's obligations under Section 3 and 4 above,
with respect to the on-going operation of the Service, DealerTrack shall perform
its responsibilities as set forth in this Section 5.

     (a) DealerTrack shall use commercially reasonable efforts to maintain the
     DealerTrack System so that, subject to CMSI's performance of its
     obligations under this Agreement, the CMSI System shall be capable of
     receiving Data from, and transmitting Data to, the DealerTrack Computer.

     (b) DealerTrack shall use commercially reasonable efforts to provide
     appropriate resources including technical, implementation and program
     management support to establish and maintain the DealerTrack Site and the
     Service.

     (c) DealerTrack shall use commercially reasonable efforts to develop,
     implement and maintain back-up procedures and systems, redundant systems
     and disaster recovery systems relating to the DealerTrack System.

     (d) DealerTrack shall use commercially reasonable efforts to keep the
     DealerTrack System and the DealerTrack Site free from intentionally
     injurious instructions (e.g., systems "viruses") that are designed to
     modify, damage, delete or disable the CMSI System.

     (e) DealerTrack shall use commercially reasonable efforts to keep the
     DealerTrack System and the DealerTrack Site free from code that could
     trigger a harmful or inadvertent modification, shut down or disablement of
     the CMSI System.

     (f) DealerTrack shall use commercially reasonable efforts to ensure that
     the DealerTrack System shall be safeguarded against "hacker" intrusions.

     (g) In the event DealerTrack falls to comply with any provision of this
     Section 5, CMSI shall promptly notify DealerTrack. In such an event, CMSI's
     sole and exclusive remedy shall be to cease accepting Data through and
     submitting Data to the Service until DealerTrack complies with this Section
     5; provided that CMSI shall not exercise its right to cease accepting Data
     through and submitting Data to the Service with respect to a given Shared
     Financial Institution until such time as such given Shared Financial
     Institution expressly grants such right to CMSI in writing. The foregoing
     sets forth DealerTrack's sole and exclusive liability with respect to a
     failure to comply with this Section 5.

6. Responsibilities of CMSI Relating to Use of the Service. In addition to
CMSI's responsibilities under Section 3 and 4 above, with respect to CMSI's use
of the Service, CMSI shall perform its responsibilities in accordance with this
Section 6.

     (a) CMSI shall use commercially reasonable efforts to maintain the CMSI
     System so that, subject to DealerTrack's performance of its obligations
     under this Agreement, the CMSI System shall be capable of receiving Data
     from, and transmitting Data to, the DealerTrack Computer.


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     (b) CMSI shall use commercially reasonable efforts to ensure that any
     changes to the CMSI System do not Interrupt (i) the transfer of Data in
     accordance with the Lender Requirements Document between the DealerTrack
     Computer and the CMSI Computer, or (ii) the processing of Data hereunder.

     (c) CMSI shall operate and manage the CMSI System in such a manner as to
     keep the CMSI System from degrading the performance of the DealerTrack
     Computer or otherwise adversely impacting the Service in a manner that is
     inconsistent with proper operation of the Service. In the event of such
     degradation or adverse impact, upon notification from DealerTrack, CMSI
     shall promptly terminate those processes causing such degradation or
     adverse impact and shall implement any necessary changes to the CMSI System
     to prevent such degradation or adverse impact from reoccurring and
     DealerTrack shall cooperate in good faith with CMSI as reasonably
     appropriate to assist CMSI in connection with CMSI's obligations under this
     Section 6(c). Notwithstanding the foregoing, DealerTrack shall have the
     right to temporarily terminate CMSI's use of the Service until such changes
     are made.

     (d) CMSI acknowledges and agrees that it will not have any access to the
     Service or the DealerTrack Site. CMSI shall be solely responsible for any
     security measures it wishes to take and DealerTrack shall have no liability
     for any adverse impact that such measures may have on CMSI's ability to
     utilize and/or benefit from the functionality of the Service or for CMSI's
     failure to implement security measures.

     (e) CMSI will use commercially reasonable efforts to prevent unauthorized
     access to restricted areas of its servers and any databases or other
     sensitive material generated from or used in conjunction with the CMSI
     System. In addition, CMSI will promptly notify DealerTrack of any known
     material security breaches or holes in the CMSI System. CMSI agrees to
     implement all security measures that DealerTrack may reasonably request
     CMSI to implement. DealerTrack shall have the right to conduct at its
     expense upon reasonable notice, and no more often than once per calendar
     year, an audit of CMSI's System, including the security systems with
     respect thereto, during normal business hours. CMSI shall cooperate in good
     faith with any such audit.

     (f) CMSI shall use commercially reasonable efforts to develop, implement
     and maintain any and all back-up procedures and systems, redundant systems
     and disaster recovery systems relating to the CMSI System.

     (f) CMSI shall use commercially reasonable efforts to assist Shared
     Financial Institutions in their ability to comply with DealerTrack's
     standard procedures with respect to the enabling and disabling of
     DealerTrack Dealers to transmit credit applications and other Data to CMSI,
     on behalf of such Shared Financial Institutions, by means of the Service.

     (g) Subject to Section 19(m) of this Agreement, CMSI acknowledges and
     agrees that CMSI will deny access to the Service to Users that fail to
     comply with any standard Terms of Use posted on the DealerTrack Site, as
     amended or updated from time to time by DealerTrack in its sole discretion
     ("TERMS OF USE"). Only Shared Financial Institutions and Users who have
     agreed to be bound to the Terms of Use and the terms of this DealerTrack's
     form of Lender Agreement will be permitted by DealerTrack to access the
     DealerTrack Site.

     (h) CMSI shall use commercially reasonable efforts to keep the CMSI System
     and any Data submitted by CMSI to or through the Service free from
     intentionally injurious Instructions (e.g., systems "viruses") that are
     designed to modify, damage, delete or disable the DealerTrack Site or the
     DealerTrack System.

     (i) CMSI shall use commercially reasonable efforts to keep the CMSI System
     free from code that could trigger a harmful or inadvertent modification,
     shut down or disablement of the DealerTrack Site or the DealerTrack System.

     (l) CMSI shall use commercially reasonable efforts to ensure that the CMSI
     System shall be safeguarded against "hacker" intrusions.

7. Resources.

     (a) At all times during the term of this Agreement, each party shall
     designate one person and one alternate to serve as its primary contact and
     project authority with respect to issues relating to this Agreement, and
     shall disclose the identities of such persons to the other party. Either
     party may change the project authority and/or alternate at any time by
     notifying the other party. DealerTrack hereby designates Charles Giglia as
     its primary


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     contact and Tonya Bassarath as its alternate. CMSI hereby designates Liz
     Allen as its primary contact and Dennis Warnke as its alternate.

     (b) At all times during the term of this Agreement, each party shall be
     responsible for dedicating appropriate and sufficient resources to meet its
     obligations under this Agreement.

8. Additional Services and Products. DealerTrack may, from time to time, offer
additional services and products by means of the Service, other than those
included as part of the Basic Service ("ADDITIONAL PRODUCTS"). In the event that
CMSI elects to subscribe to or license any Additional Product, CMSI agrees to
subscribe to or license such Additional Product in accordance with the terms
herein and any applicable terms communicated by DealerTrack in an addendum or
other writing agreed upon by the parties (including, without limitation,
click-wrap agreements communicated via the DealerTrack Site) (any of the
foregoing, an "ADDENDUM"), and shall be responsible for and shall pay to
DealerTrack the additional applicable fees and charges, if any.

9. Term and Termination.

     (a) The terms of this Agreement shall begin on the Effective Date, and
     shall continue for a period through and including December 31, 2007 (the
     "INITIAL TERM") unless sooner terminated as provided below. Upon expiration
     of the Initial Term, unless terminated by either party by notice of
     termination given not less than sixty (60) days prior to the expiration of
     the Initial Term, this Agreement shall automatically renew for successive
     one (1) year terms (each a "RENEWAL TERM"). During any Renewal Term, either
     party may terminate this Agreement, effective at the end of such Renewal
     Term by notice of termination given not less than sixty (60) days prior to
     the expiration of such Renewal Term.

     (b) This Agreement may be terminated by a party for cause immediately by
     written notice upon the occurrence of any of the following events: (i) if
     the other ceases to do business, or otherwise terminates its business
     operations; (ii) if the other shall fail to promptly secure or renew any
     material license, registration, permit, authorization or approval for the
     conduct of its business in the manner contemplated by this Agreement, or if
     any such license, registration, permit, authorization or approval is
     revoked or suspended and not reinstated within thirty (30) days; (iii) if
     the other breaches any material provision of this Agreement and fails to
     fully cure such breach within thirty (30) days of written notice describing
     the breach; or (iv) if the other becomes insolvent, or seeks protection
     under any bankruptcy, receivership, trustee, creditor's arrangement
     composition or comparable proceeding, or if any such proceeding is
     instituted against the other and not dismissed within thirty (30) days.

     (c) Notwithstanding anything to the contrary in Section 9(b), (i) CMSI
     shall not terminate this Agreement so long as any Shared Financial
     Institution is subscribing to the Service via the CMSI System and (ii) this
     Agreement shall automatically terminate if during any Renewal Term the
     parties have no Shared Financial Institutions.

10. Payments and Payment Terms. After the Initial Term, DealerTrack reserves the
right, in its sole discretion, to change any fees and charges associated with
the Service (including any fees and charges associated with Additional Products
subscribed to hereunder) upon sixty (60) days prior written notice to CMSI;
provided, however, if any fee or charge set forth in this Agreement is increased
or a new fee or charge is imposed on CMSI by DealerTrack, CMSI shall have the
right to terminate this Agreement with respect to such product or service that
such increase or new fee or charge relates by providing written notice to
DealerTrack within thirty (30) days of receipt of the notice of increase or new
fees from DealerTrack. If CMSI fails to pay any amount due by the due date, late
charges of the lesser of 1 1/2% per month or the maximum amount permissible by
applicable law shall also become due and payable.

11. Licenses; Proprietary Rights.

     (a) In accordance with the terms of this Agreement and for the term hereof,
     DealerTrack grants CMSI a non-exclusive and non-transferable license to use
     the Service in the United States for the sole purpose of providing
     integration support for Shared Financial Institutions. CMSI shall have no
     right to make any changes or modifications to the Service, except as
     directed and approved by DealerTrack in writing. This license shall only
     apply to Additional Products included in the Service to the extent no
     differing or more restrictive license is set forth in an applicable
     Addendum. CMSI covenants and agrees not to market, sell or license
     integration between the Service and any Shared Financial Institution's
     dealer management system to any third party without the prior written
     consent of DealerTrack.


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     (b) In accordance with the terms of this Agreement and for the term hereof,
     DealerTrack grants CMSI a non-exclusive and non-transferable license to use
     the DealerTrack Marks for the sole purposes of (i) identifying that CMSI is
     a subscriber to the Service on behalf of Shared Financial Institutions
     (whether in print, electronically or otherwise), (ii) performing the
     obligations set forth in Section 6(1) hereof and (iii) for any other
     purpose only with the prior written consent of DealerTrack.

     (c) In accordance with the terms of this Agreement and for the term hereof,
     CMSI grants DealerTrack and DealerTrack Affiliates a non-exclusive and
     non-transferable license to use the CMSI Marks for the sole purposes of (i)
     identifying that CMSI is a subscriber to the Service on behalf of Shared
     Financial Institutions (whether in print, electronically or otherwise),
     (ii) performing its obligations under this Agreement and (iii) for any
     other purpose only with the prior written consent of CMSI.

     (d) CMSI understands and agrees that DealerTrack is the exclusive owner of
     and holds and shall retain, all right, title and interest in and to the
     DealerTrack Intellectual Property, the DealerTrack Marks, the Service, the
     Lender Requirements Document, the DealerTrack System, the DealerTrack Site
     and any other equipment, software, hardware, materials or information
     provided by DealerTrack, including any enhancements, upgrades,
     improvements, changes, modifications, revisions or derivative works made to
     the same from time to time (the "DEALERTRACK PROPERTY"), and CMSI shall
     have no ownership or use rights therein except as set forth in this
     Agreement. CMSI agrees (and CMSI agrees to cause its Users to agree), upon
     DealerTrack's request and at DealerTrack's expense, to assign to
     DealerTrack in writing any proprietary interest that may be conferred upon
     CMSI by law in any such enhancements, upgrades, improvements, changes,
     revisions, modifications and derivative works to the DealerTrack Property.

     (e) It is understood that CMSI and its Personnel may have feedback,
     suggestions or comments that may be incorporated into the Service.
     DealerTrack may, in its sole discretion, decide to incorporate some or all
     of this feedback, suggestions, or comments into the Service.
     Notwithstanding anything to the contrary herein, CMSI and its Personnel
     acknowledge and understand that DealerTrack and its licensors shall own
     exclusively and in perpetuity any and all rights, title and interest in and
     to Service, including any and all versions of Service and any Additional
     Products, including any enhancements thereto conceived, made or implemented
     during all phases of development and release of the Service, and including
     any enhancements suggested by CMSI or its Personnel. CMSI hereby assigns
     (and CMSI agrees to cause its Users to assign) all of their right, title
     and interest in any such enhancements suggested to DealerTrack and CMSI
     will (and CMSI agrees to cause its Users to) execute such documents as may
     be deemed reasonably necessary to accomplish the objectives of this
     Section.

     (f) DealerTrack understands and agrees that CMSI is the exclusive owner of
     and holds and shall retain, all right, title and interest in and to the
     CMSI Intellectual Property, the CMSI Marks and the CMSI System and any
     other equipment, software, hardware, materials or information provided by
     CMSI, including any enhancements, upgrades, improvements, changes,
     modifications, revisions or derivative works made to the same from time to
     time (the "CMSI PROPERTY"), and DealerTrack shall have no ownership or use
     rights therein except as set forth in this Agreement. DealerTrack agrees,
     upon CMSI's request and at CMSI's expense, to assign to CMSI in writing any
     proprietary interest that may be conferred upon DealerTrack by law in any
     such enhancements, upgrades, improvements, changes, revisions,
     modifications and derivative works to the CMSI Property.

     (g) All such use of the proprietary marks of a party shall comply with any
     reasonable written policies and guidelines furnished by the owner thereof
     from time to time concerning the use of the proprietary marks.
     Notwithstanding anything to the contrary herein, no party shall use the
     other party's proprietary marks in a manner that (i) disparages the other
     party or its products or services or (ii) portrays the other party or its
     products or services in a false or poor light. Subject to Sections 11(b)
     and 11(c) hereof, at the owner's request, the other party will promptly
     alter or discontinue any particular use of the DealerTrack Marks or CMSI
     Marks, as applicable.

     (h) Except as expressly permitted under this Agreement, CMSI agrees that it
     will not, or permit any of its Personnel or any third party to, at any
     time, without written permission of DealerTrack, (i) copy, duplicate or
     grant permission to the Service or any part thereof; (ii) create, attempt
     to create, or grant permission to the source program and/or object program
     associated with any DealerTrack Software or other software component of the
     Service; or (iii) decompile, disassemble or reverse engineer any software
     component of the Service for any reason, including, without limitation, to
     develop functionally similar computer software or services, or modify,
     alter or delete any of the copyright notices embedded in or affixed to the
     copies of any components of the Service.


                                       8
<PAGE>
     (i) If and to the extent that DealerTrack incorporates the software and/or
     Data of any third party in the Service, and use of such third party
     software and/or Data is not subject to the terms of a license agreement
     directly between CMSI and the third party licensor, the license of CMSI to
     such third party software and/or data shall be defined and limited by the
     license to DealerTrack by such third party and the license to the Service
     granted by DealerTrack under this Agreement. CMSI specifically acknowledges
     that the licensors of such third party software and/or Data shall retain
     all ownership rights thereto, and CMSI agrees that it shall not, or permit
     any of its Personnel or any third party to, (i) decompile, disassemble or
     reverse engineer such third party software or otherwise use such third
     party software for any reason except as expressly permitted herein; (ii)
     reproduce the Data therein for purposes other than those specifically
     permitted under this Agreement; or (iii) modify, alter or delete any of the
     copyright notices embedded in or affixed to such third party software or
     Data.

     (j) CMSI acknowledges that the right or ability of DealerTrack to license
     DealerTrack Financial Institutions to use the Service or DealerTrack Marks
     is not restricted in any manner by this Agreement, and that it is
     DealerTrack's intention to license a number of financing sources and
     third-party service providers other than CMSI, the right to use the Service
     and DealerTrack Marks under separate agreements. CMSI also agrees that
     DealerTrack shall be free to transmit Data to third-parties, other than
     CMSI. DealerTrack shall have no liability to CMSI for any such action.

12. Representations, Warranties by DealerTrack.

     (a) DealerTrack represents and warrants to CMSI as of the date hereof that:

          (i) DealerTrack is duly organized and is validly existing as a
     corporation under the laws of the state of its incorporation and is duly
     licensed where required or is otherwise qualified in each state in which it
     transacts business.

          (ii) DealerTrack has the requisite power, authority and legal right to
     execute and deliver this Agreement, and perform and observe those terms and
     conditions of this Agreement to be performed or observed by it hereunder.
     The person signing this Agreement has full power and authority to bind
     DealerTrack. The execution, delivery and performance of this Agreement have
     been duly authorized by all necessary and appropriate corporate action on
     the part of DealerTrack.

          (iii) This Agreement has been duly authorized and executed by
     DealerTrack and is valid, binding and enforceable against DealerTrack in
     accordance with its terms, except that such enforcement may be subject to
     bankruptcy or other similar laws (whether statutory, regulatory or
     decisional) now or hereafter in effect relating to creditor's rights
     generally, and the execution, delivery and performance by DealerTrack of
     this Agreement does not conflict with any term or provision of (A) its
     certificate of incorporation or by-laws; (B) any law, rule, regulation,
     order, judgment, writ, injunction or decree applicable to DealerTrack of
     any court, regulatory body, administrative agency or governmental body
     having jurisdiction over DealerTrack; or (C) any agreement to which
     DealerTrack is a party or by which its property is bound.

          (iv) No consent, approval, authorization or order of, registration or
     filing with, or notice to any governmental authority or court is required
     under applicable law in connection with the execution, delivery and
     performance by DealerTrack of this Agreement.

          (v) There is no action, proceeding or investigation pending or, to the
     best knowledge of DealerTrack, threatened against it before any court,
     administrative agency or other tribunal (A) seeking to assert the
     invalidity of this Agreement; or (B) which could reasonably be expected to
     materially and adversely affect its performance of its respective
     obligations under, or the validity or enforceability of, this Agreement.

          (vi) THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION
     12(a) ARE THE ONLY WARRANTIES MADE BY DEALERTRACK. SUCH WARRANTIES ARE IN
     LIEU OF, AND DEALERTRACK EXPRESSLY HEREBY DISCLAIMS, ALL OTHER WARRANTIES,
     EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES
     OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
     NONINFRINGEMENT, OR FITNESS FOR SECURITIZATION OR OTHER SECONDARY FINANCING
     TRANSACTIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DEALERTRACK
     SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY (i) THAT THE SERVICE
     WILL PERFORM WITHOUT INTERRUPTION OR BE ERROR-FREE, (ii) THAT IT


                                       9
<PAGE>
     MEETS CMSI'S OR SHARED FINANCIAL INSTITUTIONS' REQUIREMENTS, OR (iii) THAT
     ANY OR ALL OF THE DATA PROVIDED THROUGH THE SERVICE IS ACCURATE, UP-TO-DATE
     OR COMPLETE. ALL DATA AND INFORMATION PROVIDED THROUGH THE SERVICE IS
     PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT EXPRESS OR IMPLIED
     WARRANTIES OF ANY KIND.

     (b) In addition to any other agreements or covenants by DealerTrack herein,
     DealerTrack covenants and agrees as follows during the term of this
     Agreement:

          (i) DealerTrack has and shall maintain all regulatory approvals,
     authorizations, licenses, permits and other permissions, consents and
     authorities whatsoever needed to perform its obligations under this
     Agreement.

          (ii) In connection with carrying out its obligations contained in this
     Agreement, DealerTrack shall comply at all times with all applicable
     federal and state laws, rules and regulations.

          (iii) DealerTrack's use of any material, product or other aspect of
     any technology, trade secret or other Intellectual Property hereunder will
     not infringe on or violate any U.S. patent, copyright, trade secret,
     trademark or other proprietary right of any third party, or be libelous,
     defamatory or illegal.

13. Representations, Warranties and Covenants by CMSI.

     (a) CMSI represents and warrants to DealerTrack as of the date hereof that:

          (i) CMSI is duly organized and validly exists as a corporation under
     the laws of the state of its incorporation and is duly licensed where
     required or is otherwise qualified in each state in which it transacts
     business.

          (ii) CMSI has the requisite power, authority and legal right to
     execute and deliver this Agreement, and perform and observe those terms and
     conditions of this Agreement to be performed or observed by it hereunder.
     The person signing this Agreement has full power and authority to bind
     CMSI. The execution, delivery and performance of this Agreement have been
     duly authorized by all necessary and appropriate corporate action on the
     part of CMSI.

          (iii) This Agreement has been duly authorized and executed by CMSI and
     is valid, binding and enforceable against CMSI in accordance with its
     terms, except that such enforcement may be subject to bankruptcy or other
     similar laws (whether statutory, regulatory or decisional) now or hereafter
     in effect relating to creditor's rights generally, and the execution,
     delivery and performance by CMSI of this Agreement does not conflict with
     any term or provision of (A) its certificate of incorporation or by-laws;
     (B) any law, rule, regulation, order, judgment, writ, injunction or decree
     applicable to CMSI of any court, regulatory body, administrative agency or
     governmental body having jurisdiction over CMSI; or (C) any agreement to
     which CMSI is a party or by which its property is bound.

          (iv) No consent, approval, authorization or order of, registration or
     filing with, or notice to any governmental authority or court is required
     under applicable law in connection with the execution, delivery and
     performance by CMSI of this Agreement.

          (v) There is no action, proceeding or investigation pending or, to the
     best knowledge of CMSI, threatened against it before any court,
     administrative agency or other tribunal (A) seeking to assert the
     invalidity of this Agreement; or (B) which could reasonably be expected to
     materially and adversely affect its performance of its respective
     obligations under, or the validity or enforceability of, this Agreement.

     (b) In addition to any other agreements or covenants by CMSI herein, CMSI
     and its Personnel covenant and agree as follows during the term of this
     Agreement,

          (i) CMSI has and shall maintain all regulatory approvals,
     authorizations, licenses, permits and other permissions, consents and
     authorities whatsoever needed to perform its obligations under this
     Agreement.

          (ii) In connection with carrying out its obligations contained herein,
     CMSI shall comply at all times with all applicable federal and state laws
     and regulations.


                                       10
<PAGE>
          (iii) No material, product or other aspect of any technology, trade
     secret or other Intellectual Property or Data submitted to or through the
     Service by CMSI or its Users will infringe on or violate any U.S. patent,
     copyright, trade secret, trademark or other proprietary right of any third
     party, or be libelous, defamatory or illegal.

14. Infringement Claims of Third Parties. Notwithstanding anything to the
contrary in this Agreement:

     (a) If the Service and/or the DealerTrack Marks are, or in DealerTrack's
     sole discretion are likely to become, subject to a claim of infringement,
     DealerTrack, at its option and expense, shall either (i) procure for CMSI a
     license or a right to continue using the Service and/or the DealerTrack
     Marks; or (ii) modify the Service and/or the DealerTrack Marks to make
     it/them non-infringing in a manner that does not materially impair
     its/their functionality. If neither of the foregoing two options is
     reasonably available to DealerTrack, then either party may terminate this
     Agreement by notice to other party. Except for the Indemnity obligations
     set forth in Section 16(a), the foregoing shall be CMSI's sole and
     exclusive remedy and DealerTrack's sole and exclusive obligation with
     respect to any infringement claims relating to the Service and/or the
     DealerTrack Marks.

     (b) DealerTrack will have no obligation with respect to any actual or
     threatened infringement claim based in whole or in part upon (i) the CMSI
     System, (ii) any enhancements, upgrades or modifications to the Service
     and/or the DealerTrack Marks made by CMSI, or any party that CMSI
     authorizes, directs or permits to make such enhancements, upgrades or
     modifications, or (iii) CMSI's or its Users' failure to use the Service
     and/or the DealerTrack Marks in accordance with this Agreement or the
     Documentation.

15. Confidentiality.

     (a) Confidential Information. "CONFIDENTIAL INFORMATION" shall mean
     nonpublic information of DealerTrack, DealerTrack Dealers, CMSI, and Shared
     Financial Institutions revealed by or through a party (a "DISCLOSING
     PARTY") to the other (a "RECEIVING PARTY") including (a) information
     expressly or implicitly identified as originating with or belonging to
     third parties, or marked or disclosed as confidential in writing, (b)
     information traditionally recognized as proprietary trade secrets or
     reasonably understood to be confidential, (c) all forms and types of
     financial, business, scientific, technical, economic, or engineering
     information including, without limitation, patterns, plans, compilations,
     program devices, formulas, designs, prototypes, methods, techniques,
     processes, procedures, programs, or codes, and (d) "nonpublic personal
     information" of a "consumer" as such terms are defined in 15 U.S.C.
     Sections 6809 and applicable regulations; whether tangible or intangible,
     and whether or how stored, compiled, or memorialized physically,
     electronically, graphically, photographically, or in writing, and (d) all
     copies thereof. Confidential Information shall not include information
     which: (a) is publicly available through no action of Receiving Party and
     through no breach of any confidentiality obligation owed to the Disclosing
     Party; (b) has been in Receiving Party's possession without restrictions on
     disclosure prior to disclosure by the Disclosing Party; (c) has been
     developed by or become known to Receiving Party without access to any
     Confidential Information of the Disclosing Party and without breach of a
     confidentiality obligation owed to Disclosing Party and outside the scope
     of any agreement with Disclosing Party; or (d) is obtained rightfully from
     third parties not bound by an obligation of confidentiality.
     Notwithstanding anything in this Agreement to the contrary, the Receiving
     Party shall comply with all privacy and data protection laws, rules and
     regulations which are or which may in the future be applicable to the
     Service. Without limiting the generality of the preceding sentence, the
     Receiving Party agrees that it will not disclose to any other party any
     nonpublic personal information which it receives directly or indirectly
     through the Service, except to perform the Service in accordance with this
     Agreement or in compliance with applicable laws. Notwithstanding anything
     to the contrary herein, to the extent permitted by applicable law,
     DealerTrack may use and disclose any Confidential Information in the
     aggregate; provided, however, that any such use shall not contain any
     information identifying CMSI, any Shared Financial Institution or any
     consumer. For purposes of this subsection, the terms "nonpublic personal
     information" shall have the meanings set forth in Section 509 of the
     Gramm-Leach-Bliley Act (P.L. 106-102) (15 U.S.C. Section 6809) and
     implementing regulations thereof.

     (b) Treatment of Confidential Information. Receiving Party shall treat the
     Confidential Information of the other party as strictly confidential with
     at least the same degree of care as Receiving Party uses for its own
     confidential information of similar importance, and in no event less than a
     reasonable degree of care. Receiving Party shall not use, duplicate, copy,
     transmit or otherwise disseminate or permit to be used, duplicated, copied,
     transmitted or otherwise disseminated the Confidential Information of the
     other party at any time prior to or after the termination of this
     Agreement, except as expressly permitted under this Agreement. Except as
     expressly


                                       11
<PAGE>
     provided herein, in no event shall Receiving Party use Confidential
     Information for its own benefit or that of any third party, nor shall
     Receiving Party use Confidential Information to Disclosing Party's
     detriment. Receiving Party shall use the Confidential Information for the
     purposes authorized by this Agreement and for no other purpose. Receiving
     Party shall promptly notify Disclosing Party in writing of any unauthorized
     use or disclosure of any Confidential Information.

     (c) Disclosure to Employees and other Parties. Receiving Party shall not
     disclose any Confidential Information of the other party except to Users or
     other employees and Independent contractors ("PERSONNEL"), (i) who have a
     need to know such information for the purposes set forth in this Agreement
     and only to the extent such Personnel have such a need to know. Receiving
     Party shall be liable for the actions of such Personnel. Except as
     otherwise provided herein, neither party shall disclose Confidential
     Information to any third party unless (i) required by a federal or state
     agency; or (ii) required by law, including, but not limited to, by
     deposition, interrogatory, request for documents, or similar process; or
     (iii) on a "need-to-know" basis under an obligation of confidentiality to
     its legal counsel, accountants, banks and other financing sources and their
     advisors. In the event that Receiving Party is required to disclose
     Confidential Information for reasons enumerated clauses (i) and (ii) of the
     prior sentence, Receiving Party shall give Disclosing Party notice in a
     reasonable amount of time prior to Receiving Party's disclosure of
     Confidential Information to allow Disclosing Party to protect its
     proprietary interest therein and shall use commercially reasonable efforts
     to minimize such disclosure and consult with and assist the other party in
     obtaining a protective order prior to such disclosure.

     (d) Return of Confidential Information. Upon termination or expiration of
     this Agreement, or upon Disclosing Party's earlier request, Receiving Party
     shall promptly destroy all of Disclosing Party's Confidential Information,
     any copies or partial copies thereof and material containing Disclosing
     Party's Confidential Information (except for Disclosing Party's
     Confidential Information that is transmitted by or through the Service) and
     certify to the Disclosing Party in writing that it has done so; provided,
     however, that Receiving Party shall not be required to return or destroy
     Confidential Information which has been provided to any governmental agency
     having jurisdiction over the Receiving Party. Additionally, Receiving
     Party's legal department may retain one copy of the Confidential
     Information and any such other material for archival purposes, subject to
     the terms and conditions of this Agreement. DealerTrack may also retain
     Confidential Information for use in the aggregate as set forth in Section
     15(a) above. The obligations under this Agreement, however, shall survive
     such occurrence.

     (e) Injunctive Relief. Each of the Parties acknowledges that any use or
     disclosure of Confidential Information in violation of this Agreement will
     cause irreparable injury to the Disclosing Party for which other remedies
     at law would be inadequate, and each of the Parties agrees that a
     Disclosing Party shall have the right to seek and obtain injunctive or
     other equitable relief as may be necessary or appropriate to prevent any
     use or disclosure of the Confidential Information in violation of this
     Agreement, and may also exercise such other rights and remedies as the
     Disclosing Party may have at law or in equity.

16. Indemnification.

     (a) Each party hereby agrees to indemnify, defend and hold harmless the
     other party, and its parent, affiliates, subsidiaries, directors, officers,
     employees and agents, from and against any and all claims, demands,
     actions, suits, losses, liabilities, damages, injuries, fines, penalties,
     costs and expenses including, without limitation, reasonable attorneys'
     fees and court costs (including expert fees), asserted by a third party
     (each, a "PROCEEDING"), arising, directly or indirectly, from or in
     connection with:

          (i) a breach or alleged breach of any representation, warranty,
     covenant or other obligation set forth in this Agreement by the
     indemnifying party, its affiliates, or any of their respective officers,
     directors, employees or agents;

          (ii) a breach by the indemnifying party of any agreement between the
     indemnifying party and any Shared Financial Institution; or

          (iii) gross negligence, or willful or wanton behavior of the
     indemnifying party, its affiliates, or any of their respective officers,
     directors, employees or agents.

     (b) Promptly after receipt by an indemnified party under Section 16(a) of
     notice of the commencement of any Proceeding against it, such indemnified
     party will, give notice to the indemnifying party of the commencement of


                                       12
<PAGE>
     such Proceeding, but the failure to notify the indemnifying party will not
     relieve the indemnifying party of any liability that it may have to any
     indemnified party, except to the extent that the indemnifying party
     demonstrates that the defense of such action is prejudiced by the
     indemnified party's failure to give such notice.

     (c) If any Proceeding referred to in clause (a) is brought against an
     indemnified party and it gives notice to the indemnifying party of the
     commencement of such Proceeding, the indemnifying party will be entitled to
     participate in such Proceeding and, to the extent that it wishes (unless
     the indemnifying party is also a party to such Proceeding and the
     indemnified party determines in good faith that joint representation would
     be inappropriate) to assume the defense of such Proceeding with counsel
     satisfactory to the indemnified party and, after notice from the
     indemnifying party to the indemnified party of its election to assume the
     defense of such Proceeding, the indemnifying party will not, as long as it
     diligently conducts such defense, be liable to the indemnified party under
     this Section 16 for any fees of other counsel or any other expenses with
     respect to the defense of such Proceeding, in each case subsequently
     incurred by the indemnified party in connection with the defense of such
     Proceeding. If the indemnifying party assumes the defense of a Proceeding
     no compromise or settlement of such Proceedings may be effected by the
     indemnifying party without the indemnified party's consent, which shall not
     be unreasonably withheld, unless (i) there is no finding or admission of
     any violation of law or any violation of the rights of any person and no
     effect on any other claims that may be made against the indemnified party
     and (ii) the indemnified party will have no liability with respect to any
     compromise or settlement of such claims effected without its consent.

     (d) Notwithstanding the foregoing, if an indemnified party determines in
     good faith that there is a reasonable probability that a Proceeding may
     adversely affect it or its Affiliates other than as a result of monetary
     damages for which it would be entitled to indemnification under this
     Agreement, the indemnified party may, by notice to the indemnifying party,
     assume the exclusive right to defend, compromise, or settle such
     Proceeding, but the indemnifying party will not be bound by a determination
     of a Proceeding so defended or any compromise or settlement effected
     without its consent (which may not be unreasonably withheld).

17. Limitation Of Liability.

     (a) EXCEPT FOR THE PARTIES' INDEMNITY OBLIGATIONS SET FORTH IN THIS
     AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
     INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING
     OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS
     INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR COVER, EVEN IF SUCH PARTY
     HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER,
     THAT THIS LIMITATION SHALL NOT APPLY TO A BREACH OF SECTION 15.

     (b) EXCEPT FOR THE PARTIES INDEMNITY OBLIGATIONS SET FORTH IN THIS
     AGREEMENT, IN NO EVENT SHALL DEALERTRACK'S LIABILITY FOR ANY DAMAGES IN ANY
     ACTION, HOWEVER BASED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
     EXCEED THE FEES AND CHARGES PAID OR DUE TO DEALERTRACK UNDER THIS
     AGREEMENT.

     (c) IN THE EVENT OF THE LOSS OF OR DAMAGE TO ANY DATA ON THE DEALERTRACK
     COMPUTER OR DEALERTRACK SITE OR IN DATA TRANSFERS BETWEEN THE CMSI
     COMPUTER, ANY DEALERTRACK DEALERS' TERMINALS/COMPUTERS, AND THE DEALERTRACK
     COMPUTER, DUE TO A CAUSE FOR WHICH DEALERTRACK IS RESPONSIBLE, DEALERTRACK
     SHALL ALLOW CMSI AND SHARED FINANCIAL INSTITUTIONS TO RE-ENTER THE LOST OR
     DAMAGED DATA ON THE DEALERTRACK COMPUTER WITHOUT ANY ADDITIONAL FEES
     ACCRUING TO DEALERTRACK WHICH SHALL CONSTITUTE CMSI'S SOLE REMEDY IN
     CONNECTION WITH SUCH LOSS AND/OR DAMAGE.

     (d) CMSI AGREES THAT IT HAS AUTHORITY FROM APPLICABLE SHARED FINANCIAL
     INSTITUTIONS TO AUTHORIZE DEALERTRACK TO TRANSMIT DATA TO CMSI FROM
     DEALERTRACK DEALERS, OR OTHERWISE, DEALERTRACK SHALL HAVE NO DUTY TO VERIFY
     THE CONTENT OR ACCURACY OF, OR IN ANY MANNER TO ANALYZE, DATA. DEALERTRACK
     IS NOT ACTING AS A CREDIT BUREAU REPORTING AGENCY IN AND OF ITSELF, AND
     CMSI AND SHARED FINANCIAL INSTITUTIONS ARE TO REFER TO THE SPECIFIC CREDIT
     BUREAU(S) WHEN MAKING REFERENCE TO ANY CREDIT REPORTS. AS BETWEEN
     DEALERTRACK AND CMSI, CMSI WILL HAVE FULL RESPONSIBILITY FOR ANY DECISIONS
     AND/OR ANALYSES IN WHICH THE SERVICE OR ANY DATA MAY BE USED OR RELIED
     UPON, ANY RELIANCE BY CMSI UPON ANY DATA OR THE SERVICE SHALL NOT DIMINISH
     THAT RESPONSIBILITY,


                                       13
<PAGE>
     AND CMSI AGREES TO HOLD DEALERTRACK HARMLESS FROM, AND INDEMNIFY IT
     AGAINST, ALL CLAIMS, EXPENSES, LOSSES OR LIABILITIES (INCLUDING REASONABLE
     ATTORNEYS' FEES) IN CONNECTION WITH ANY CLAIM BY ANY THIRD PARTY RELATING
     TO ANY DECISIONS OR ANALYSES MADE BY CMSI OR A SHARED FINANCIAL INSTITUTION
     WHILE USING ANY DATA OR THE SERVICE.

     (e) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DEALERTRACK
     SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO
     ANY ACTIONS BY A DEALERTRACK DEALER, OR ANY BREACH BY A DEALERTRACK DEALER
     OF ANY AGREEMENT BETWEEN SUCH DEALERTRACK DEALER AND A SHARED FINANCIAL
     INSTITUTION OR DEALERTRACK.

18. Taxes and Other Fees. Except for franchise taxes and taxes based upon the
net income and personal property of DealerTrack, all taxes or other assessments
imposed by governmental authorities, based upon CMSI's use of either the
Service, or this Agreement (including without limitation, sales and use taxes)
are the obligation of CMSI, whether such taxes are now or hereafter imposed.
CMSI shall be liable for all collection agency fees and reasonable attorneys'
fees payable by DealerTrack in connection with CMSI's performance of its payment
obligations set forth in this Agreement.

19. Miscellaneous.

     (a) Entire Agreement. This Agreement, the Terms of Use and any addendums or
     additional terms executed by the Parties (concurrently or subsequent to the
     Effective Date) sets forth the entire agreement between the parties with
     respect to the subject matter hereof, and no party shall be bound by any
     conditions, definitions, warranties, understandings or representations with
     respect to such subject matter other than as expressly provided herein.
     This Agreement supersedes all prior oral or written representations,
     agreements, promises, or other communications, concerning or relating to
     the subject matter of this Agreement.

     (b) Modifications and Amendments; Waiver. Except as otherwise expressly
     provided in this Agreement, this Agreement may not be amended or modified
     except by a written agreement signed by authorized representatives of each
     party. The failure of DealerTrack or CMSI in any one or more instances to
     insist upon strict performance of any of the terms or provisions of this
     Agreement will not be construed as a waiver or relinquishment, to any
     extent, of the right to assert or rely upon any such terms or provisions on
     any future occasion.

     (c) Headings. The captions to sections of this Agreement are for
     convenience of reference only and do not in any way limit or amplify the
     terms or conditions hereof.

     (d) Severability. If any provision of this Agreement is held by a court of
     competent jurisdiction to be invalid or unenforceable, such provision or
     requirement will be enforced only to the extent it is not in violation of
     such law or is not otherwise unenforceable and all other provisions and
     requirements of this Agreement will remain in full force and effect.

     (e) Notices. Where notice, approval or similar action by either party is
     permitted or required by any provision of this Agreement, such action shall
     not be unreasonably delayed or withheld. Any notice, demand or other
     communication required or permitted under the terms of this Agreement shall
     be in writing and shall be made by Federal Express, Airborne Express or
     other similar overnight delivery service, or certified or registered mail,
     return receipt requested. A notice shall be deemed to be received by the
     addressee: one (1) business day after sending, if sent by overnight
     delivery service; and three (3) business days after mailing, if sent by
     certified or registered mail. Notices shall be addressed as follows:

     In the case of notices to CMSI:

     First American CMSI Inc.
     8671 Robert Fulton Drive
     Suite B
     Columbia, MD 21046
     Attn: Chip Riordan

     In the case of notices to DealerTrack:

     DealerTrack, Inc.


                                       14
<PAGE>
     1111 Marcus Ave, - Suite M04
     Lake Success, NY 11042
     Attn: Richard McLeer

     With a copy to:

     DealerTrack.com, Inc.
     1111 Marcus Ave. - Suite M04
     Lake Success, NY 11042
     Attn: Eric Jacobs, Esq.

     Any party to this Agreement may from time to time change its address for
     notification purposes by giving the other prior written notice of the new
     address and the date upon which it will become effective.

     (f) Successors and Assigns. This Agreement may not be assigned by either
     party without the prior written consent of the other party, and any
     attempted unauthorized assignment will be void. Notwithstanding the
     foregoing, either party may assign any of its rights and obligations under
     this Agreement to the surviving corporation with or into which that party
     may merge or consolidate, or an entity that obtains or to which that party
     transfers a controlling interest in such party's voting securities or
     assets; provided, however, that CMSI may not assign this Agreement in any
     such case to any competitor of DealerTrack, without DealerTrack's prior
     written consent.

     (g) Relationship of Parties; Third Party Beneficiaries. Nothing in this
     Agreement shall constitute or be deemed to constitute a relationship of
     employer and employee, agency, joint venture or partnership between the
     parties hereto or constitute or be deemed to constitute one party as agent
     of the other, for any purpose whatsoever. Except as expressly provided
     herein, neither party shall have the authority or power to bind the other,
     or to contract in the name of or create a liability against the other, in
     any way or for any purpose. DealerTrack will perform all services under
     this Agreement as an independent contractor. No person or entity not a
     party to this Agreement, including but not limited to DealerTrack Dealers
     or Shared Financial Institutions, will be deemed to be a third party
     beneficiary of this Agreement or any provision hereof.

     (h) Governing Law; Jurisdiction. This Agreement will be governed by and
     construed and enforced solely and exclusively in accordance with the laws
     of the State of New York, exclusive of its choice of law rules and without
     application of the rule of contract construction that ambiguities in a
     contract are construed against the interests of the party drafting the
     contract. Any dispute that arises under or relates to this Agreement shall
     be resolved in the state or federal courts located in Nassau County, New
     York and the parties expressly waive any challenge to the jurisdiction or
     venue of such courts.

     (i) Nondisclosure of Terms. CMSI agrees that the terms of this Agreement
     are Confidential Information of DealerTrack, and CMSI shall not disclose
     any of the terms hereof to any third party (except for disclosure
     reasonably made to legal representatives, financial advisors, and
     accountants) without the prior written consent of DealerTrack or as may be
     required by CMSI to comply with applicable federal and state laws or
     regulations.

     (j) Consents and Approvals. Consents and approvals, when required by this
     Agreement, will not be unreasonably withheld, delayed, or conditioned.

     (k) Counterparts. This Agreement may be executed in one or more
     counterparts, each of which shall, for all purposes be deemed to be an
     original and all of which shall constitute the same instrument.

     (l) Force Majeure. To the extent that either party's performance of any of
     its obligations pursuant to this Agreement is prevented, hindered or
     delayed, directly or indirectly, by a Force Majeure Event, and such
     non-performance could not have been prevented by reasonable precautions,
     then the non-performing party shall be excused from any further performance
     of those obligations. The non-performing party shall only be excused for so
     long as such Force Majeure Event continues and such party continues to use
     its best efforts (or cause its subcontractor to use best efforts) to
     recommence performance whenever and to whatever extent possible without
     delay, including through the use of alternate sources, work around plans or
     other means. The party whose performance is prevented, hindered or delayed
     by a Force Majeure Event shall immediately notify the other party by
     telephone of the occurrence of the Force Majeure Event and describe the
     Force Majeure Event in reasonable


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     detail (to be confirmed in writing within two days of the inception of such
     delay). The occurrence of a Force Majeure Event does not limit or otherwise
     affect DealerTrack's obligation to provide either normal recovery
     procedures or any other disaster recovery services required pursuant to
     this Agreement or CMSI's obligation to pay fees and charges pursuant to
     Section 10 hereof.

     (m) Interpretation of Documents. In the event of a conflict between this
     Agreement and the Terms of Use, the terms of this Agreement shall control.
     In the event of a conflict between this Agreement and an Addendum, the
     terms of the Addendum shall control.

     (n) Survival. Each party's obligations under Sections 10, 11, 15, 16, 17,
     18 and 19 shall survive any expiration or termination of this Agreement.

     (o) Rules of Construction. For purposes of this Agreement, except as
     otherwise herein expressly provided or unless the context otherwise
     requires:

          (i) The terms defined in this Agreement include the plural as well as
     the singular, and the use of any gender herein shall be deemed to include
     the other gender or no gender;

          (i) References to "Sections" and other subdivisions without reference
     to a document are to Sections and other subdivisions of this Agreement;

          (ii) A reference to a "clause" without further reference to a Section
     is reference to such clause as contained in the same Section in which the
     reference appears, and this rule shall apply to their subdivisions;

          (iii) The words "herein", "hereof", "hereunder" and other words of
     similar import refer to this Agreement as a whole and not to any particular
     provision; and

          (iv) The term "include" or "including" shall mean without limitation
     by reason of enumeration.

                                    * * * * *


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<PAGE>
     IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement effective as of the day and year first written above.

DEALERTRACK, INC.                       FIRST AMERICAN CMSI


By: /s/ Mark F. O'Neil                  By: /s/ Charles F. Riordan
    ---------------------------------       ------------------------------------
Name: Mark F. O'Neil                    Name: Charles F. Riordan
Title: President & CEO                  Title: President


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