COBALT GROUP INC
EX-10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>a2030048zex-10_2.txt
<DESCRIPTION>EX-10.2
<TEXT>

<PAGE>

                           SOFTWARE LICENSE AGREEMENT

         This Software License Agreement (this "Agreement") is effective as
of August 18, 2000 (the "Effective Date"), by and between The Cobalt Group
("Licensee"), a Washington corporation with offices located at 2200 First
Avenue South, Seattle, Washington 98143-1408, and General Electric Capital
Auto Financial Services, Inc. ("AFS"), a Delaware corporation with offices
located at 540 W. Northwest Highway, Barrington, Illinois 60010 (each of
Licensee and AFS shall, from time to time, be referred to individually as a
"Party" and together as the "Parties").

         WHEREAS, Licensee provides Internet marketing services to automotive
dealers and operates the MotorPlace.com business-to-business automotive
Internet portal currently located on the World Wide Web portion of the
Internet at WWW.MOTORPLACE.COM ("MotorPlace"); and

         WHEREAS, AFS owns certain software consisting of the latest version
of GEAutoDirect Software in its current form as of the Effective Date as
described in EXHIBIT A (the "Current Software") that enables the wholesale
purchase and sale of automobiles; and

         WHEREAS, Licensee seeks a non-exclusive, perpetual, fully paid,
royalty-free license to the Current Software.

         NOW, THEREFORE, in consideration of the promises, terms and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties,
Cobalt and AFS agree as follows:

I.       LICENSED PROGRAM

         The Current Software and the Documentation (as defined below)
(collectively, the Current Software and the Documentation, the "Program") is
licensed in accordance with the terms and conditions set forth in this
Agreement. All right, title and interest in the Current Software which is not
licensed to Licensee pursuant to this Agreement is, and shall remain, the
sole and exclusive property of AFS.

II.      DELIVERY; SUPPORT SERVICES

         2.1 DELIVERY OBLIGATIONS. No later than four (4) Business Days (as
that term is defined in Section 9.2) after the Effective Date, AFS will
deliver to Licensee (a) one (1) copy of the source code of the Current
Software (in the format set forth in Item 1 of EXHIBIT B), and (b) one copy
of the object code of the Current Software in machine-readable format. Within
fourteen (14) calendar days after the Effective Date, AFS will deliver to
Licensee the Documentation. For purposes of this Agreement, the
"Documentation" shall mean those of the items set forth in Items 2 through 7
of EXHIBIT B, in such form (i.e., electronic, paper, etc.) as they exist, but
only if they exist, on the Effective Date.

         2.2 SUPPORT SERVICES. AFS shall make available to Cobalt such design
and system support as is reasonably required by Cobalt (but no more than the
equivalent of six hundred (600) hours of services) to enable it to reverse
engineer and redesign the Current Software as contemplated by the Business
Agreement (as defined below).


<PAGE>


III.     AUTHORIZED USE AND RESTRICTIONS

         3.1      AUTHORIZED USE.

                  (a) Licensee is granted a world-wide, non-exclusive,
         non-assignable, non-transferable, non-sublicenseable, perpetual,
         irrevocable, non-cancelable, unlimited, royalty-free and fully paid-up
         license to use the Program. Licensee has the right to use the Program
         solely to modify the Current Software to create the derivative works
         based on the Program that constitute MTS Version 1.0 and the
         Enhancements, as those terms are defined, and in accordance with the
         terms, conditions and procedures set out, in that certain Business
         Agreement, of even date herewith (the "Business Agreement"), between
         Licensee and AFS (the "Permitted Use"). In connection with the
         Permitted Use, Licensee has the right to reproduce the Program as
         needed for use, including the right to copy the Program into any
         machine-readable or printed form for back up purposes, and to modify
         the Program to create the derivative works based on the Program that
         constitute MTS Version 1.0 and the Enhancements in accordance with the
         terms, conditions and procedures set out, in the Business Agreement.
         Each copy of the Program must reproduce and include all copyright and
         other intellectual property rights notices contained in the copy first
         delivered to Licensee hereunder. Notwithstanding the foregoing, if
         upon the termination or expiration the Business Agreement MTS Version
         1.0 has not then been created, then the "Permitted Use" shall mean the
         right to use the Program solely to modify the Current Software to
         create the derivative work based on the Program that constitutes MTS
         Version 1.0.

                  (b) Licensee has the right to use, transfer, license,
         distribute and sell the derivative works based on the Program which
         constitute MTS Version 1.0 and the Enhancements as provided in the
         Business Agreement.

         3.2 RESTRICTIONS ON SUBLICENSE, TRANSFER, DISTRIBUTION AND SALE OF
THE PROGRAM. Licensee shall not sublicense, transfer, distribute or sell the
program (or any portion thereof) to a third party without the prior written
consent of AFS.

         3.3 RESTRICTIONS ON USE OF THE PROGRAM. Except as provided in
Section 3.1(b), Licensee may not use the Program (or any portion thereof)
other than in connection with the Permitted Use.

         3.4 COMPLIANCE WITH LAWS.  Licensee shall comply with all laws
applicable to its use of the Program.

         3.5 REMEDIES. Licensee agrees that if it shall commit or threaten to
commit a breach of any of the covenants and agreements contained in this
Section 3, then AFS shall have the right to seek and obtain all appropriate
injunctive and other equitable remedies therefor, without the need to post
any bond or security therefor, in addition to any other rights and remedies
that may be available at law, it being acknowledged and agreed that any such
breach would cause irreparable injury to AFS and that money damages would not
provide an adequate remedy therefor.

<PAGE>


IV.      LICENSE FEES

         As consideration for the license granted to Licensee by AFS pursuant
to this Agreement, and subject to the delivery by AFS to Licensee of the
investment letter attached hereto at EXHIBIT C no later than four (4)
Business Days (as that term is defined in Section 9.2) after the Effective
Date, Licensee shall deliver to AFS (or its designee), on the Effective Date,
the sum of $1,500,000, payable in (a) cash, (b) shares of Licensee's common
stock, $0.01 par value per share (the "Cobalt Stock"), valued as provided
below, or (c) any combination of cash and Cobalt Stock. In determining the
value of the Cobalt Stock, the value of each share of common stock shall be
the average closing price of Cobalt common stock as reported by the NASDAQ
National Market during the twenty (20) trading days immediately preceding the
Effective Date. In addition, Licensee shall deliver to AFS a duly executed
Registration Agreement, in the form attached hereto as EXHIBIT D.

V.       LICENSE TERM

         The term of the license granted to Licensee pursuant to this
Agreement is perpetual, irrevocable and non-cancelable.

VI.      REPRESENTATIONS AND WARRANTIES

         6.1 TITLE TO THE PROGRAM. AFS represents and warrants that (a) it
has full right to license the Current Software, (b) the Current Software
constitutes a working system which contains the functionalities described in
EXHIBIT A, and (c) EXHIBIT E contains a list of the software that AFS is
currently using in conjunction with the Current Software in order to make it
operational. Licensee acknowledges that the Current Software is not
self-contained and must be used with other software (which must be licensed
directly by Licensee from the owner thereof) in order to achieve its
functionality.

         6.2 MUTUAL REPRESENTATIONS AND WARRANTIES. Each Party represents and
warrants to the other Party that: (i) such Party has the full corporate power
and authority to enter into this Agreement and to perform the acts required
of it hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which such Party is a party or by which it
is otherwise bound, or cause the acceleration of an obligation or imposition
of a lien; and (iii) when executed and delivered by such Party, this
Agreement will constitute the legal, valid and binding obligation of such
Party, enforceable against such Party in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting the enforcement of creditors' rights generally, general equitable
principles (including those limiting the availability of specific
performance, injunctive relief, and other equitable remedies and those
providing for defenses based on fairness and reasonableness), regardless of
whether such enforceability is considered in a proceeding in equity or at
law, and an implied covenant of good faith and fair dealing.

         6.3 NO OTHER REPRESENTATIONS OR WARRANTIES. AFS DOES NOT WARRANT
THAT THE PROGRAM WILL MEET LICENSEE'S REQUIREMENTS, NOR DOES IT WARRANT THAT
THE OPERATION OF THE PROGRAM WILL BE ERROR-FREE. LICENSEE ASSUMES THE
RESPONSIBILITY TO TAKE ADEQUATE


<PAGE>


PRECAUTIONS AGAINST DAMAGES TO ITS OPERATIONS WHICH COULD BE CAUSED BY
DEFECTS OR DEFICIENCIES IN THE PROGRAM. EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION VI, AFS MAKES NO, AND AFS HEREBY SPECIFICALLY DISCLAIMS ANY,
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN THE CURRENT SOFTWARE OR
THE PROGRAM. NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (INCLUDING,
BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE,
ANY WARRANTY FROM AFS's LICENSORS OR ANY IMPLIED WARRANTIES ARISING FROM
COURSE OF DEALING OR COURSE OF PERFORMANCE) APPLY TO THE PROGRAM. LICENSEE
ACKNOWLEDGES THAT THE PROGRAM AND THE CURRENT SOFTWARE ARE DESIGNED FOR THE
ENGLISH LANGUAGE AND UNITED STATES DOLLARS ONLY.

VII.     INFRINGEMENT; LIMITATIONS OF LIABILITY

         7.1 INFRINGEMENT. Subject to Section 7.3, AFS will defend,
indemnify, save and hold harmless Licensee and its officers, directors,
agents, affiliates, and employees (each, an "Indemnified Party") from any and
all claims, demands, liabilities, costs or expenses, including reasonable
attorneys' fees ("Liabilities"), resulting from an Action (as that term is
defined in Section 7.2) alleging that the Current Software breaches,
infringes or allegedly infringes any third party intellectual property or
contractual rights; provided, however, that AFS shall have no obligation to
any Indemnified Party pursuant to this Section 7.1 in connection with any
Liabilities incurred by Licensee as a result of (a) the use of the Current
Software by any person or entity other than Licensee, or (b) the use by
Licensee or any other person or entity of any derivative works based thereon
(including, without limitation, the derivative works that constitute MTS
Version 1.0 and the Enhancements).

         7.2 CLAIMS: If an Indemnified Party becomes aware of any matter it
believes is indemnifiable hereunder involving any claim, action, suit,
investigation, arbitration or other proceeding against the Indemnified Party
by any third party (each an "Action"), the Indemnified Party will give the
other Party (the "Indemnifying Party") prompt written notice of such Action;
provided that the failure to provide prompt notice shall not relieve AFS of
its obligations except and only to the extent (i) that the delay results in
the inability to assert a defense and (ii) of the increase in the AFS's
liability resulting from the inability to assert a defense. Such notice will
(a) provide the basis on which indemnification is being asserted and (b) be
accompanied by copies of all relevant pleadings, demands, and other papers
related to the Action and in the possession of the Indemnified Party. AFS
will have a period of ten (10) calendar days after receipt of such notice to
respond. If AFS elects to defend the Action or does not respond within the
requisite ten (10) calendar day period, AFS will be obligated to defend the
Action, at its own expense, and by counsel reasonably satisfactory to the
Indemnified Party. The Indemnified Party will cooperate, at the expense of
AFS, with AFS and its counsel in the defense and the Indemnified Party will
have the right to participate fully, at its own expense, in the defense of
such Action. If AFS responds within the required ten (10) calendar day period
and elects not to defend such Action, the Indemnified Party will be free,
without prejudice to any of the Indemnified Party's rights hereunder, to
compromise or defend (and control the defense of) such Action. In such case,
AFS will cooperate, at its own expense, with the Indemnified Party and its
counsel in the defense against such Action and AFS will have the right to
participate fully, at its own expense, in the defense of such Action. Any
compromise or settlement of an Action will

<PAGE>


require the prior written consent of both Parties hereunder, such consent not
to be unreasonably withheld or delayed.

         7.3 SPECIAL PROVISIONS RELATED TO INFRINGEMENT. Following written
notice to AFS of an Action alleging infringement by the Current Software, or
a threat thereof, AFS shall have the right, but not obligation, at its sole
option, to (i) procure for Licensee the right or license to use the Current
Software as furnished hereunder, (ii) modify the Current Software to make it
non-infringing, or (iii) return to Licensee the amounts paid to AFS pursuant
to Article IV in which event Licensee shall agree to indemnify and hold
harmless AFS from any and all Liabilities incurred by AFS resulting from
Licensee's continued use of the Current Software. If AFS exercises its right
to provide any of the alternative remedies set forth in this Section 7.3,
then, except as provided in Section 7.2, such action by AFS shall be
Licensee's sole remedy related thereto. If AFS elects to modify the Current
Software pursuant to clause (ii) above, then such modification shall
substantially meet the technical and functional specifications as set forth
in EXHIBIT A.

         7.4 LIMITATION ON AFS LIABILITY. AS A MATERIAL CONDITION OF
RECEIVING THE PROGRAM PROVIDED FOR IN THIS AGREEMENT AT THE APPLICABLE FEES,
AND IN REGARD TO ANY AND ALL CAUSES ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE USE OF THE PROGRAM, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF
NEGLIGENCE, INFRINGEMENT, BREACH OF CONTRACT OR WARRANTY, OR FAILURE OF A
REMEDY TO ACCOMPLISH ITS ESSENTIAL PURPOSE, LICENSEE AGREES THAT, EXCEPT WITH
RESPECT TO AFS'S OBLIGATIONS PURSUANT TO SECTION 7.2:

                  (a) THE LIABILITY OF AFS TO LICENSEE PURSUANT TO THIS
         AGREEMENT WILL NOT EXCEED, IN THE AGGREGATE, ONE MILLION FIVE HUNDRED
         THOUSAND DOLLARS ($1,500,000); AND

                  (b) AFS WILL NOT BE LIABLE TO LICENSEE FOR SPECIAL, INDIRECT,
         INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING,
         BUT NOT LIMITED TO, LOST PROFITS OR SAVINGS, BUSINESS INTERRUPTION,
         LOSS OF THE USE OF PROGRAMS OR SERVICES, LOSS OF BUSINESS INFORMATION,
         COSTS OF CAPITAL, COSTS OF SUBSTITUTE PROGRAMS OR SERVICES, DOWNTIME
         COSTS, OR THE LIKE (INCLUDING UNDER ANY CLAIM OF NEGLIGENCE, STRICT
         LIABILITY, DESIGN DEFECT OR OTHER THEORY) ARISING OUT OF THIS
         AGREEMENT, EVEN IF THE PARTY HAS ADVISED THE OTHER PARTY OF THE
         POSSIBILITY OF SUCH DAMAGES).

         7.6 GENERAL PROVISIONS. Any action of any kind by either party
arising out of this Agreement must be commenced within two (2) years from the
date the right, claim, demand or cause of action shall first arise. Except
where otherwise specified, the rights and remedies granted to a Party under
this Agreement are cumulative and in addition to, and not in lieu of, any
other rights or remedies which the Party may possess at law or in equity.

<PAGE>



VIII.    TRADE SECRET PROTECTION

         Licensee will exercise reasonable care to protect and preserve the
confidentiality of the contents of the Program. Licensee will not disclose
any of such information to any other party or person except employees of or
contractors with Licensee (a) who have a legitimate need for access to such
information and (b) who have similarly agreed in writing to preserve and
protect the confidentiality of such information. Licensee's obligations under
this Article VIII will terminate to the extent that any information received
by it relating to the Program is or subsequently becomes generally available
to the public other than as a result of Licensee's breach of any
confidentiality obligations it may have to AFS (whether pursuant to this
Agreement or otherwise).

IX.      GENERAL PROVISIONS

         9.1 CERTAIN EXPENSES. All charges and sales, use, excise or other
similar taxes or duties which may be or become payable on account of goods or
services provided hereunder shall be payable by Licensee to AFS upon the
receipt by Licensee of AFS's invoice therefor. In lieu of paying such taxes,
Licensee may provide AFS with a tax exemption certificate acceptable to the
taxing authorities.

         9.2 NOTICES. Any and all notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given when delivered
personally to the recipient, one (1) Business Day (as defined below) after
the date when sent to the recipient by reputable overnight express courier
service (charges prepaid and with evidence of delivery) or five (5) Business
Days after the date when mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid. Such notices, demands and
other communications will be sent to AFS and Licensee at the addresses
indicated below:

            If to AFS:

                                 General Electric Capital Auto Financial
                                   Services, Inc.
                                 540 W. Northwest Highway
                                 Barrington, IL 60010
                                 Attn: Vice President - E-Business

            With a copy to:

                                 General Electric Capital Auto Financial
                                   Services, Inc.
                                 540 W. Northwest Highway
                                 Barrington, IL 60010
                                 Attn: General Counsel



<PAGE>



            If to Licensee:

                                 The Cobalt Group, Inc.
                                 2200 First Avenue South
                                 Seattle, Washington 98134
                                 Attn:  President

or to such other address or to the attention of such other person or entity
as the recipient Party has specified by prior written notice to the sending
party. All notices shall be effective upon the date of receipt. For purposes
of this Agreement, the term "Business Day" shall mean any day other than a
Saturday, Sunday, federal holiday or holiday in the State of Illinois or the
State of Washington.

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

         9.4 AMENDMENTS. No change, amendment or modification of any
provision of this Agreement will be valid unless set forth in a written
instrument signed by the Party subject to enforcement of such amendment.

         9.5 NO THIRD PARTY BENEFICIARIES. The provisions of this Agreement
are for the sole benefit of the Parties, and not for the benefit of any other
persons or legal entities.

         9.6 ASSIGNMENT. Neither party may assign this Agreement without the
prior written consent of the other Party. Such consent will not be
unreasonably withheld or delayed. However, either Party may without consent
of the other Party assign this Agreement to a wholly-owned subsidiary of that
Party or to a successor-in-interest to substantially all of the business
operations of that Party to which the subject matter of this Agreement
relates. Subject to the foregoing, this Agreement will be fully binding upon,
inure to the benefit of and be enforceable by the Parties and their
respective successors and permitted assigns.

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

         9.8 GOVERNING LAW. This Agreement will be interpreted, construed and
enforced in all respects in accordance with the laws of the State of New York
except for its conflicts of laws principles.

         9.9 SERVICE OF PROCESS. In the event Licensee is served with any
suit, regulatory complaint or similar process relating to or naming AFS,
Licensee agrees to immediately forward a copy of the same to the GE Capital
Legal Department by facsimile to (847) 277-5983 and to


<PAGE>


forward a copy of the same by overnight courier within one (1) Business Day
to the address set forth in Section 12.7. In the event AFS is served with any
suit, regulatory complaint or similar process relating to or naming Licensee,
AFS agrees to immediately forward a copy of the same to the Cobalt Legal
Department by facsimile to (206) 269-6350 and to forward a copy of the same
by overnight courier within one (1) Business Day to the address set forth in
Section 12.7.

         9.10 JURISDICTION; VENUE. Subject to Section 9.12, each of the
Parties submits to the jurisdiction of any state or federal court sitting in
Chicago, Illinois, in any action or proceeding arising out of or relating to
this Agreement and agrees that all claims in respect of the action or
proceeding may be heard and determined in any such court. Each of the Parties
waives any defense of inconvenient forum to the maintenance of any action or
proceeding so brought and waives any bond, surety, or other security that
might be required of the other Party with respect thereto.

         9.11 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, AND
AS SEPARATELY BARGAINED FOR CONSIDERATION, EACH PARTY HEREBY WAIVES ANY RIGHT
TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OR ANY KIND
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

         9.12 MEDIATION; ARBITRATION. Except for the need for either Party to
seek a provisional remedy in a court of law to secure or preserve the rights
and benefits conferred by this Agreement or to enforce the restrictions
contained herein, including injunctive relief, relief in bankruptcy
proceedings or relief that will cease to be available to the Party due to any
applicable statute of limitations or the doctrine of laches if the provision
of this Section 9.12 are complied with, any dispute between the parties
relating to this Agreement shall be resolved by mediation or arbitration as
provided in this Section 9.12, to wit:

                  9.12.1 No Party hereto shall commence an arbitration
         proceeding pursuant to the provisions of Section 9.12.2 below unless
         such Party shall first give a written notice (a "Dispute Notice") to
         the other Party setting forth the nature of the dispute. The Parties
         shall attempt in good faith to resolve the dispute by mediation in
         Cook County, Illinois under the Commercial Mediation Rules of the
         American Arbitration Association ("AAA") in effect on the date of this
         Agreement. If the Parties cannot agree on the selection of a mediator
         within twenty (20) calendar days after delivery of the Dispute Notice,
         the mediator will be selected by the AAA in Cook County, Illinois. If
         the dispute has not been resolved by mediation as provided above
         within sixty (60) calendar days after the delivery of the Dispute
         Notice, then the dispute shall be determined by arbitration in
         accordance with the provisions of Section 9.12.2 hereof. Mediation
         proceedings and documents prepared exclusively for the mediation
         proceedings shall be deemed to be matters pertaining to confidential
         settlement negotiations and not admissible at any other legal
         proceeding except for such summaries of agreements prepared by the
         mediator and signed by the Parties.

                  9.12.2 Any dispute relating to this Agreement to be resolved
         by arbitration, shall be determined by arbitration in Cook County,
         Illinois by one arbitrator in accordance with the Commercial
         Arbitration Rules of the AAA and its Supplementary Procedures for
         Large, Complex Disputes, except that every person named on all lists of
         potential


<PAGE>


         arbitrators shall be a neutral and impartial lawyer with excellent
         academic and professional credentials (i) who is or has been
         practicing law as a partner in a highly respected law firm for at least
         five (5) years, specializing in either general commercial litigation or
         general corporate and commercial matters, with experience in the field
         of contract law and business alliances, (ii) who has had experience as
         an arbitrator of commercial transactions, and (iii) who is generally
         available to serve as an arbitrator. The AAA shall submit a list of
         three (3) arbitrators meeting the criteria set forth above. AFS and
         Licensee shall each be entitled to strike one (1) of such three (3)
         designees on a peremptory basis within ten (10) calendar days after its
         receipt of such list of designees, indicating its order of preference
         with respect to the remaining designees. If two (2) of such designees
         have been stricken by the Parties, the remaining designee shall be the
         arbitrator. Otherwise, the selection of the arbitrator shall be made by
         the AAA from the remaining designees in accordance with their mutual
         order of preference, or by random selection in the absence of a mutual
         order of preference. The arbitrator shall base his or her award on
         applicable law and judicial precedent and, unless all Parties agree
         otherwise, shall include in such award the findings of fact and
         conclusions of law upon which the award is based. Judgment on the award
         rendered by the arbitrator may be entered in any court having
         jurisdiction thereof.

                  9.12.3 Notwithstanding the foregoing, upon the application by
         any Party to a court for an order confirming, modifying or vacating the
         award, the court shall have the power to review whether, as a matter of
         law based on the findings of fact determined by the arbitrator, the
         award should be confirmed, modified or vacated in order to correct any
         errors of law made by the arbitrator. In order to effectuate such
         judicial review limited to issues of law, the parties agree (and shall
         so stipulate to the court) that the findings of fact made by the
         arbitrator shall be binding on the Parties and shall serve as the facts
         to be submitted to and relied on by the court in determining the extent
         to which the award should be confirmed, modified or vacated.

                  9.12.4 If any Party fails to proceed with mediation or
         arbitration as provided herein or unsuccessfully seeks to stay such
         mediation or arbitration, or fails to comply with any arbitration
         award, or is unsuccessful in vacating or modifying the award pursuant
         to a petition or application for judicial review, the other Party shall
         be entitled to be awarded costs, including reasonable attorneys' fees,
         paid or incurred by such other Party in successfully compelling such
         mediation or arbitration or defending against the attempt to stay,
         vacate or modify such mediation or arbitration award and/or
         successfully defending or enforcing the award.

                  9.12.5 During arbitration proceedings, the Parties shall
         continue to perform their respective responsibilities under this
         Agreement.

                  9.12.6 The Dispute Notice shall be given within a reasonable
         time after the dispute has arisen, and in no event shall it be made
         after the date when the institution of legal or equitable proceedings
         based on such dispute would be barred by the applicable statute of
         limitations.

                  9.12.7 All deadlines and procedures specified in this Section
         9.12 may be modified in writing by mutual agreement of the Parties.


<PAGE>


                  9.12.8 In all matters, the cost of mediation, the cost of the
         arbitrator, legal fees and other costs of the prevailing Party relating
         to the resolution of the dispute shall be paid by the other Party.

         9.13 HEADINGS. The headings in this Agreement are for reference
purposes only. They will not affect the meaning or construction of the terms of
this Agreement.

         9.15 ENTIRE AGREEMENT. This Agreement, including the Exhibits attached
hereto and together with the Business Agreement, sets forth the entire agreement
and supersedes any and all prior agreements of the Parties with respect to the
transactions set forth herein. Neither Party will be bound by, and each Party
specifically objects to, any term, condition or other provision which is
different from or in addition to the provisions of this Agreement (whether or
not it would materially alter this Agreement) and which is proffered by the
other Party in any correspondence or other document, unless the Party to be
bound thereby specifically agrees to such provision in writing.

         9.16 EXPORT. The export of the Program by Licensee might require
authorization by a U.S. government agency. It is Licensee's responsibility to
determine and comply with any such requirement, including, if necessary, making
timely application in its own name for any export license which might be
required. Notwithstanding the foregoing, if subject to U.S. export control
restrictions, AFS reserves the right to approve the export by Licensee of any
technical data or product comprising the Program. Licensee will submit in
writing any proposal for export of technical data or product that comprises the
Program.

                            (SIGNATURES ON NEXT PAGE)



<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           THE COBALT GROUP, INC.



                                           By: /s/ David S. Snyder
                                              ----------------------------

                                           Name: David S. Snyder
                                                --------------------------

                                           Its: Exec. Vice President & CFO
                                               ---------------------------


                                           GENERAL ELECTRIC CAPITAL AUTO
                                           FINANCIAL SERVICES, INC.


                                           By: /s/ Daniel S. Henson
                                              ----------------------------

                                           Name: Daniel S. Henson
                                                --------------------------

                                           Its: President
                                               ---------------------------













                  SIGNATURE PAGE TO SOFTWARE LICENSE AGREEMENT


</TEXT>
</DOCUMENT>
