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                                                                    EXHIBIT 10.6


                           DATA CONTRIBUTION AGREEMENT


         THIS DATA CONTRIBUTION AGREEMENT (this "Agreement") is made as of
August 20, 1999 (the "Effective Date"), by and between AutoConnect, L.L.C., a
Delaware limited liability company ("AutoConnect"), and Manheim Auctions, Inc.,
a Delaware corporation ("Manheim").

         WHEREAS, AutoConnect operates a consumer-oriented shopping and
information service for buyers and sellers of automobiles and light trucks, and
provides other online services to the automotive industry; and

         WHEREAS, Manheim operates automobile auctions and provides related
goods and services; and

         WHEREAS, Manheim is a member of AutoConnect pursuant to the Amended and
Restated Limited Liability Company Agreement by and among Manheim, ADP, Inc.,
TPI, Inc., LTM Company, L.P., ATC Holdings, Inc., a Nevada corporation and KPCB
Holdings, Inc., as nominee, dated as of August 20, 1999 (the "Restated LLC
Agreement"); and

         WHEREAS, contemporaneously with the execution of this Agreement,
AutoConnect will change its name to AutoTrader.com, LLC; and

         WHEREAS, AutoConnect and Manheim mutually desire that Manheim provide
certain data to AutoConnect on the terms and conditions set forth herein;

         NOW THEREFORE, in consideration of the foregoing, the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by AutoConnect and Manheim, and
intending legally to be bound, AutoConnect and Manheim hereby agree as follows:

ARTICLE 1         OBLIGATIONS OF MANHEIM

         1.1      Data and Image Collection and Delivery. Manheim will use
commercially reasonable efforts to procure appropriate dealer consent for, and
to obtain data on (including at least the following: make; model; body type;
body subtype; year; mileage; color; price and vehicle identification number; and
including vehicle options to the extent available) and digital color photo
images of (collectively, such data and images being the "Manheim Data") the
following vehicles: (a) all vehicles sold at its North American auctions; (b)
all vehicles designated by North American dealers to be sent to AutoConnect
through Manheim's Tracker and Manheim Online software; and (c) all vehicles
designated by the automotive original equipment manufacturers ("OEMs") and other
wholesale consigners for which Manheim operates retail Internet web sites.


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Manheim shall deliver the Manheim Data to AutoConnect on a daily basis in a
format to be determined by AutoConnect in consultation with Manheim.

         1.2      Image Production. Manheim shall operate and maintain, at its
own expense, a network of image capture stations at its auctions to provide high
quality images of vehicles registered for sale. Manheim shall also provide
operational support of the image capture process, including but not limited to
installation of new image capture stations as needed, maintenance and repair of
existing capture stations as needed, routine quality assurance, and training of
auction personnel in the operation of image capture stations. Manheim shall use
commercially reasonable efforts to capture and provide image data to AutoConnect
for ninety percent (90%) of all cars registered at its auctions.

         1.3      Licenses to Use Manheim Data and VIN Decoder. Manheim hereby
grants to AutoConnect a non-exclusive, fully paid up and non-transferable
(except in accordance with the provisions in Section 6.11, below) license to
use, copy, reproduce, transmit, display and distribute, and create derivative
works from, the Manheim Data. Manheim also grants to AutoConnect a
non-exclusive, fully paid up and non-transferable (except in accordance with the
provisions in Section 6.11, below) license to use Manheim's vehicle
identification number ("VIN") decoder software.

         1.4      Promotion at Auctions. Manheim shall, at its own expense,
provide prominent promotion of AutoConnect in each of Mannheim's North American
Auction facilities. Such promotion shall take the form of signage, booths,
and/or racks for printed materials to be provided to the auction facilities by
AutoConnect.

         1.5      Executive and General Manager Incentives. Manheim may, at its
own expense, provide ongoing incentives for its executives and general managers
to support AutoConnect sales and marketing efforts. The nature of the incentives
shall be at Manheim's reasonable discretion, but may include revenue credits
provided to auctions based on sales of AutoConnect dealer websites and
advertising products.

         1.6      General Marketing Support. Manheim shall provide ongoing
support for AutoConnect in the trade advertising and marketing programs
otherwise run or undertaken by Manheim in the ordinary course of business,
including but not limited to print advertisements in Automotive News.
AutoConnect shall be permitted to review and direct the manner in which its
brand is presented in such advertising and marketing programs, and AutoConnect
may decide in its discretion whether to participate in any particular program.
In the event AutoConnect determines to participate, its participation shall be
subject its payment of a pro rata share of any media production and placement
costs (to be agreed upon by AutoConnect and Manheim in advance) associated with
such program.


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         1.7      Trade Shows. At AutoConnect's request, Manheim shall provide
space within its booths and computer presentation equipment for use by
AutoConnect at any major automobile dealer trade shows at which Manheim obtains
vendor booth space, subject to AutoConnect's payment of its pro rata share (to
be agreed upon by AutoConnect and Manheim in advance) of Manheim's actual costs
of obtaining the booth space and providing such computer equipment. Manheim
shall cooperate with AutoConnect by providing information as far in advance as
possible concerning its plans to obtain vendor booth space at dealer trade shows
and the anticipated costs of the booth space and computer equipment.

         1.8      Major Account Marketing Support. At AutoConnect's request,
Manheim shall: (a) make its national accounts sales personnel reasonably
available to coordinate with AutoConnect on the sales of retail oriented
Internet applications to OEMs; (b) facilitate sales contacts between AutoConnect
and OEMs and other major automobile consignors; and (c) support AutoConnect's
proposals to OEMs and consignors. Manheim will not be entitled to share in any
revenues received by AutoConnect in connection with sales of AutoConnect
applications to OEMs or consignors, but Manheim will retain all revenues it may
receive from OEMs and consignors for Internet services provided by Manheim that
do not include AutoConnect applications.

         1.9      Technology Support. Manheim shall provide AutoConnect access
to and a license (as provided in this Section 1.9, below) for its wholesale
Internet applications, including but not limited to cyberlots, inventory
manager, power search, silent cyberauctions, and auto finance and warranty
transactions, for use by AutoConnect on its consumer and dealer web sites.
Manheim shall collaborate with AutoConnect on the development of new Tracker and
Manheim Online applications that support dealers' retail sales programs and
shall provide, at its expense, linkages within Tracker and Manheim Online for
enabling dealers easily to transmit vehicle data and images to AutoConnect and
for consumers to transmit warranty applications and auto finance-related
information to entities selected by Manheim's dealers (when such technology
becomes reasonable available). Manheim hereby grants to AutoConnect a
non-exclusive, fully paid up and non-transferable (except in accordance with the
provisions in Section 6.11, below) license to use, copy, reproduce, transmit,
display and distribute, and create derivative works from, all such Internet
applications for use on AutoConnect's consumer and dealer web sites.

         1.10     Certification Programs. In the event that Manheim develops
certification products for vehicles sold at auction, which products dealers can
pass along to their retail customers, Manheim shall, at its own expense,
facilitate the transfer of data about certified vehicles for use by AutoConnect,
in AutoConnect's discretion, in its sales programs with dealers.

         1.11     Technology Manager Sales and Training. Manheim shall cause the
Technology Manager of each of its auctions to devote a considerable portion of
his or her


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time, in coordination with AutoConnect's sales force, to selling AutoConnect's
products to dealers. Manheim shall also, at its own expense, but with the
assistance of AutoConnect, provide ongoing training programs for its Technology
Managers to assist them effectively to sell AutoConnect's products to dealers.

         1.12     General Auction Employee Training. Manheim shall, at its own
expense, but with the assistance of AutoConnect, provide ongoing training
programs for selected auction employees (including but not limited to Assistant
General Managers, Marketing Managers and Checkout Counter Clerks) to assist them
effectively to support the sale of AutoConnect's products to dealers.

         1.13     Online Consumer Price Guide. In the event that AutoConnect, in
its discretion, determines to use Manheim's wholesale pricing data in building
an online consumer price guide, Manheim shall use commercially reasonable
efforts to support the development of such a guide by providing appropriate
pricing data. However, Manheim shall have the right to specify policies and
guidelines for how Manheim pricing data may be used by AutoConnect in the
consumer price guide.

         1.14     Administrative and Operational Support. Upon AutoConnect's
request, Manheim shall provide, or arrange for the provision of, administrative
and operational support necessary and useful for AutoConnect's activities,
including but not limited to physical facilities and human resources, legal,
tax, SEC reporting, and corporate communications services. AutoConnect and
Manheim shall establish reasonable cross-exhange rates for the provision of such
administrative and operational support by Manheim.

         1.15     International Expansion. In the event AutoConnect determines
to expand its activities outside North American into areas where Manheim
operates wholesale automobile auctions, Manheim shall support and facilitate
such expansion by providing marketing and operational support in such areas
similar in scope and nature to that contemplated by this Agreement for North
America. Any such support and facilitation shall be subject to local laws,
marketing customs and the approval of Manheim's local partners.

         ARTICLE 2          OBLIGATIONS OF AUTOCONNECT

         2.1      Posting of Manheim Data. AutoConnect shall use commercially
reasonable efforts to post the Manheim Data to the searchable database of
automotive data available on AutoConnect's online used vehicle shopping and
information service.

         2.2      Stock Options for Sales Incentives. AutoConnect may, at its
own expense, provide special stock options (or similar instruments) for selected
Manheim executives and general managers as incentives for their sales and
marketing efforts on behalf of AutoConnect as contemplated in Section 1.5 of
this Agreement.


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         2.3      Payment of Expenses. AutoConnect shall make timely payment,
within thirty (30) days of its receipt of appropriate detailed invoices from
Manheim, of its share of all expenses required by this Agreement to be borne by
AutoConnect.

         2.4      Payment of Commissions. AutoConnect shall pay commissions to
Manheim Technology Managers and selected other Manheim auction employees based
on, and as an incentive for, their successful support for and sale of
AutoConnect products to dealers as contemplated by Sections 1.11 and 1.12 above.
The structure and level of such commission payments shall be as mutually agreed
upon by AutoConnect and Manheim.

ARTICLE 3         TRADEMARKS

         3.1      AutoConnect Marks. AutoConnect hereby grants Manheim a
non-exclusive license to use its logos, trademarks and service marks
(collectively, "AutoConnect Marks") in connection with Manheim's promotion of
AutoConnect as contemplated by this Agreement. Manheim acknowledges and agrees
that AutoConnect owns or licenses and otherwise has the exclusive right to use
and to license the AutoConnect Marks and that AutoConnect shall have the right
to review and approve or disapprove Manheim's use of the AutoConnect Marks.

ARTICLE 4         EXCLUSIVITY

         4.1      By Manheim. Manheim shall not maintain a consumer-oriented
world wide web site containing the Manheim Data, nor shall it provide the
Manheim Data to any other person for display to consumers on the world wide web.
Manheim shall not include advertising in any publications of Manheim from any
AutoConnect Competitor promoting a product or service competitive with the
products or services being made available by AutoConnect. Manheim shall also not
create, provide marketing or sales support to, or make any equity investment in
any other retail oriented automotive Internet site that contains inventory data
that is aggregated from multiple dealers or from multiple OEMs. For the purposes
of this Section 4.1, "AutoConnect Competitor" means any competitor of
AutoConnect in the business of aggregation of automotive data for Internet
publication and consumer use as part of an Internet consumer shopping and
information service (the "Business"), including Autobytel.com, AutoVantage,
Autoweb.com, Carpoint, cars.com, Classified2000, Cobalt Group and Yahoo! and any
other web sites that engage in the Business and that, at the relevant time, are
among the top 10 sites (as measured by monthly page views) in any category that
is comprised primarily of the Business. Notwithstanding the foregoing, Manheim
may provide the following products and services to its customers:


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                  (a) Manheim may provide vehicle data and images to retail
         Internet sites that Manheim operates for individual OEMs and other
         wholesale automobile consignors (such as, but not limited to,
         Fordpreowned.com);

                  (b) Manheim may provide vehicle data and images, and may
         operate, wholesale oriented Internet sites that serve automobile
         dealers as their primary customers; and

                  (c) Manheim may provide wholesale vehicle pricing data to any
         third parties for any purpose whatsoever, or may publish or operate a
         retail price guide.

ARTICLE 5         TERM

         5.1      Term. Unless terminated as provided in Section 5.2 below, the
term of this Agreement shall be ten (10) years commencing on the Effective Date.

         5.2      Termination. Either party may terminate this Agreement and, in
addition to all other rights and remedies it may have under law or equity, be
relieved of all further obligations hereunder, in the event of a material breach
of the Agreement by the other party if such breach is not cured within sixty
(60) days of the receipt of written notice of such breach by such breaching
party. In addition, Manheim may terminate this Agreement at any time after the
fifth anniversary of the Effective Date, if Manheim's voting interest in
AutoConnect falls below Fifty Percent (50%) (as determined pursuant to the
Restated LLC Agreement or, upon conversion of AutoConnect to a corporation,
pursuant to the corporation's certificate of incorporation, and other than as a
result of Manheim's converting its shares with supervoting powers to ordinary
shares), by providing at least six (6) months prior written notice to
AutoConnect.

ARTICLE 6         MISCELLANEOUS

         6.1      Ownership of Vehicle Data and Images and Database. As between
AutoConnect and Manheim, and subject to the license granted to AutoConnect in
this Agreement, Manheim shall be the owner of the vehicle data and images it
obtains and provides to AutoConnect as contemplated by this Agreement. As
between AutoConnect and Manheim, AutoConnect is the owner of the database of
vehicle data and images obtained, compiled and used by AutoConnect in connection
with its online vehicle information service.

         6.2      Representations and Warranties.

                  (a) AutoConnect and Manheim each represents and warrants to
         the other that: (i) it has the right, power and authority to enter into
         this Agreement and to perform all of its obligations hereunder; and
         (ii) it has the right to grant the licenses granted by it hereunder.


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                  (b) EXCEPT AS STATED IN SECTION 6.2(A), ABOVE, NEITHER PARTY
         MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, NATURE OR
         DESCRIPTION, EXPRESS OR IMPLIED, WITH RESPECT TO THE MANHEIM DATA OR
         OTHER DELIVERABLES PROVIDED BY EITHER PARTY TO THE OTHER PARTY, WHICH
         MANHEIM DATA AND OTHER DELIVERABLES ARE PROVIDED "AS IS." EACH PARTY
         SPECIFICALLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY, INCLUDING,
         WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
         PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF
         DEALING OR A COURSE OF PERFORMANCE.

         6.3      Indemnification.

                  (a) AutoConnect and Manheim each agrees to indemnify, defend
         and forever hold the other (and each of its parents, subsidiaries or
         entities under common ownership or control), and all of their
         respective present and former officers, members, shareholders,
         directors, employees, representatives, attorneys, insurers and agents,
         and its successors, heirs and assigns, harmless from and against any
         and all losses, liabilities, claims, costs, damages and expenses
         (including, without limitation, fines, forfeitures, attorneys' fees,
         disbursements and administrative or court costs) arising directly or
         indirectly out of any breach or alleged breach of its representations
         and warranties, as set forth in Section 6.2(a), above, or out of any
         other breach of this Agreement.

                  (b) A party entitled to indemnification pursuant to this
         Agreement shall, with respect to any claim made against such
         indemnified party for which indemnification is available, notify the
         other party in writing of the nature of the claim as soon as
         practicable but not more than ten days after the indemnified party
         receives notice of the assertion of the claim. (The failure by an
         indemnified party to give notice as provided, above, shall not relieve
         the indemnifying party of its obligations under this Section 6.3,
         except to the extent that the failure results in the failure of actual
         notice and the indemnifying party is damaged as a result of the failure
         to give notice.) Upon receipt of notice of the assertion of a claim,
         the indemnifying party shall employ counsel reasonably acceptable to
         the indemnified party and shall assume the defense of the claim. The
         indemnified party shall have the right to employ separate counsel and
         to participate in (but not control) any such action, but the fees and
         expenses of such counsel shall be at the expense of the indemnified
         party unless (i) the employment of counsel by the indemnified counsel
         has been authorized by the indemnifying party, (ii) the indemnified
         party has been advised by its counsel in writing that there is a
         conflict of interest between the indemnifying party and the indemnified
         party in the conduct of the defense of the action (in which case the
         indemnifying party shall not have the right to direct the defense of
         the action on behalf of the indemnified


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         party), or (iii) the indemnifying party has not in fact employed
         counsel to assume the defense of the action within a reasonable time
         following receipt of the notice given pursuant to this Section 6.3, in
         each of which cases the fees and expenses of such counsel shall be at
         the expense of the indemnifying party. An indemnifying party shall not
         be liable for any settlement of an action effected without its written
         consent (which consent shall not be unreasonably withheld), nor shall
         an indemnifying party settle any such action without the written
         consent of the indemnified party (which consent shall not be
         unreasonably withheld). No indemnifying party will consent to the entry
         of any judgment or enter into any settlement which does not include as
         an unconditional term thereof the giving by the claimant or plaintiff
         to the indemnified party a release from all liability with respect to
         the claim. Each party shall cooperate in the defense of any claim for
         which indemnification is available and shall furnish such records,
         information, testimony and attend such conferences, discovery
         proceedings, hearings, trials and appeals as may reasonably be
         requested by the other party.

         6.4      Limitation on Liability. Except with respect to
indemnification obligations under Section 6.3, above, in the event either party
incurs any liability to the other due to any performance or nonperformance of
any term of this Agreement, the liability therefor shall be limited to actual
damages (actual damages being defined as the actual out-of-pocket damages or
losses sustained by the damaged party and excluding indirect, special,
consequential or punitive damages or lost profits).

         6.5      Dispute Resolution. The parties intend to minimize the
potential for litigation or other formal means of enforcing this Agreement.
Accordingly, the parties agree that the dispute resolution procedures set forth
below shall be invoked prior to either party instituting legal proceedings
against the other.

                  (a) A party (the "Complaining Party") that believes that the
         other (the "Responding Party") is in breach of this Agreement in any
         particular, shall deliver written notification to the Responding Party,
         setting forth in reasonable detail the breach for which the Complaining
         Party seeks redress, along with a specific request for relief. The
         Responding Party shall have 10 business days from receipt to provide a
         written reply. The reply shall contain a response to the allegations
         contained in the notice or an agreement to provide the relief
         requested. Upon receipt of the reply, the Complaining Party shall
         provide written notice to the Responding Party either that the dispute
         has been resolved satisfactorily or that the Complaining Party is
         invoking the escalation procedure set forth in Section 6.5(b).

                  (b) In the event that the parties are unable to resolve a
         dispute in the manner described in Section 6.5(a), each party agrees to
         designate a single representative to attempt to resolve the dispute.
         Each party's representative shall be a senior executive (the equivalent
         of a senior vice president or higher) who shall have all necessary
         authority to bind the party contractually and to resolve the


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         dispute. The designated representatives shall meet for a minimum of
         eight hours at a location to be mutually agreed upon by the parties, in
         an effort to resolve the dispute. In the event that mutual agreement
         regarding the location of such meeting cannot be reached, the meeting
         will take place at AutoConnect's offices in Atlanta, Georgia.

         6.6      Further Assurances. Each party hereto shall execute and
deliver all such other documents and do all such other acts and things as may be
reasonably necessary to more fully effectuate this Agreement and the
transactions contemplated hereby.

         6.7      Non-Disclosure. Neither AutoConnect nor Manheim shall disclose
to any person or entity, directly or indirectly, without the prior approval of
the other, any non-public information relating to the other party obtained by
virtue of this Agreement, except on a confidential basis to its business, legal
and financial advisors or as required to be disclosed under applicable law or by
legal process.

         6.8      Third Parties. None of the provisions of this Agreement shall
be for the benefit of, or enforceable by, any employee or creditor of any party
hereto, nor any other person not a party hereto.

         6.9      Force Majeure. Neither party shall be deemed in default or
otherwise liable under this Agreement due to its inability to perform its
obligations by reason of any fire, earthquake, flood, substantial snowstorm,
epidemic, accident, explosion, casualty, strike, lockout, labor controversy,
riot, civil disturbance, act of public enemy, embargo, war, act of God, or any
municipal, county, state or national ordinance or law, or any executive,
administrative or judicial order (which order is not the result of any act or
omission which would constitute a default hereunder), or any failure or delay of
any transportation, power, or communications system or any other or similar
cause beyond that party's control.

         6.10     Governing Law/Construction. This Agreement and all matters or
issues related thereto shall be governed by the laws of the State of Delaware
without regard to its choice of law rules. The parties acknowledge and agree
that they have been represented by counsel and that each of the parties has
participated in the drafting of this Agreement. Accordingly, it is the intention
and agreement of the parties that the language, terms and conditions of this
Agreement are not to be construed in any way against or in favor of any party
hereto by reason of the responsibilities in connection with the preparation of
this Agreement.

         6.11     Assignment/Benefit and Binding Effect. Neither party may
assign its rights and obligations under this Agreement except with the prior
written consent of the other party, which consent may not be unreasonably
withheld, conditioned or delayed. Notwithstanding the foregoing sentence, either
party may assign or transfer its rights and obligations under this Agreement in
connection with a change in control of the party, or the sale or transfer of all
or substantially all of the business or assets of the party, or to


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any entity under common ownership or control with such party, upon notice to the
other party, provided that the assignee agrees to assume all of the assigning
party's obligations under this Agreement. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

         6.12     Relationship of Parties. Neither this Agreement nor the
cooperation of the parties contemplated herein shall be deemed or construed to
create any partnership, joint venture or agency relationship between AutoConnect
and Manheim. Neither party is, nor shall either party hold itself out to be,
vested with any power or right to bind the other party contractually or to act
on behalf of the other party as a broker, agent or otherwise.

         6.13     Captions/Severability. The captions, section numbers and index
appearing in this Agreement are inserted only as a matter of convenience and in
no way define, limit, construe or describe the scope or intent of such sections
or articles of this Agreement, nor in any way affect this Agreement. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.
In the event that any provision of this Agreement is determined to be invalid,
unenforceable or otherwise illegal, such provision shall be deemed restated, in
accordance with applicable law, to reflect as nearly as possible the original
intentions of the parties, and the remainder of the Agreement shall be in full
force and effect.

         6.14     Waiver. No term or condition of this Agreement shall be deemed
waived, and no breach shall be deemed excused, unless such waiver or excuse is
in writing and is executed by the party against whom such waiver or excuse is
claimed. Except as set forth in this Agreement, all rights, powers and remedies
given to the parties under this Agreement are cumulative and not alternative,
and are in addition to all statutes or rules of law.

         6.15     Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties with regard to the subject matter hereof,
and supersedes all prior and contemporaneous oral or written agreements and
representations. Any amendment of this Agreement shall be in writing and signed
by both parties.

         6.16     Survival of Termination. The obligations of the parties under
this Agreement that by their nature would continue beyond expiration,
termination or cancellation of this Agreement (including, without limitation,
Sections 1.3, 6.1, 6.2, 6.3, 6.4 and 6.7) shall survive any such expiration,
termination or cancellation.

         6.17     Notices. Notices and other communications hereunder shall be
(a) in writing; (b) delivered by telecopy, by commercial overnight or same-day
delivery service with all delivery costs paid by sender, or by registered or
certified mail with postage prepaid, return receipt requested; (c) deemed given
on the date and at the time (if recorded) of delivery by the commercial delivery
service, as shown in the records thereof (if delivered by commercial overnight
or same-day delivery service), or on the date


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shown on the return receipt (if delivered by registered or certified mail); and
(d) addressed to the parties at their addresses specified on the signature page
to this Agreement (or at such other address for a party as shall be specified by
like notice).

         6.18     Communications. Both parties recognize the value and
importance of clear, accurate and consistent public communications regarding the
transactions contemplated in this Agreement. Accordingly, the parties shall
agree on the timing and the content of any public announcement regarding the
cooperative relationship described in this Agreement. In addition, the parties
shall jointly prepare written material for use in responding to anticipated
questions that each party will likely receive from the press and public about
their relationship.

         6.19     Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which taken
together shall constitute one and the same Agreement. The parties may sign
facsimile copies of this Agreement which shall each be deemed originals.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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         AGREED TO BY THE PARTIES AS OF THE DATE WRITTEN ABOVE.

                                       AUTOCONNECT, L.L.C.

                                       By: /s/ Dennis Berry
                                          ---------------------------
                                       Name:  Dennis Berry
                                       Title: Member of Management Committee


                                       Address for Notices:

                                       1400 Lake Hearn Drive, N.E.
                                       Atlanta, Georgia 30319
                                       Attention:  Victor Perry
                                       Phone: 404-843-5480
                                       Fax: 404-843-7412


                                       MANHEIM AUCTIONS, INC.


                                       By: /s/ Dennis Berry
                                          ---------------------------
                                       Name:  Dennis Berry
                                       Title: President


                                       Address for Notices:

                                       1400 Lake Hearn Drive, N.E.
                                       Atlanta, Georgia 30319
                                       Attention: Dennis Berry
                                       Phone:  404-843-5287
                                       Fax:  404-843-5755


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