S-1

As filed with the Securities and Exchange Commission on July 27, 2005

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DealerTrack Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-2336218	7373
(State or other jurisdiction of	(I.R.S. Employer	(Primary Standard Industrial
incorporation or organization)	Identification No.)	Classification Code Number)

1111 Marcus Avenue

Suite M04

Lake Success, New York 11042

(516) 734-3600

(Address, including zip code, and telephone number,

including area code, of the registrant’s principal executive offices)

Eric D. Jacobs, Esq.

Senior Vice President, General Counsel and Secretary

DealerTrack Holdings, Inc.

1111 Marcus Avenue

Suite M04

Lake Success, New York 11042

(516) 734-3600

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Kirk A. Davenport II, Esq.
Latham & Watkins LLP
885 Third Avenue
Suite 1000
New York, New York 10022
(212) 906-1200 Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

      Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

	Proposed Maximum	Amount of
	Aggregate	Registration
Title of Each Class of Securities to be Registered	Offering Price(2)	Fee(2)
Common stock, par value $0.01 per share(1)	$172,500,000	$20,304

(1)	Includes shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares of common stock.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 27, 2005.

Preliminary Prospectus

                                                         Shares

Common Stock

        This is the initial public offering of common stock by DealerTrack Holdings, Inc. We are offering                      shares and the selling stockholders identified in this prospectus are offering an additional                      shares. We will not receive any of the proceeds from the sale of the shares by the selling stockholders. The estimated initial public offering price is between $          and $           per share.

      We expect our common stock to be quoted on The NASDAQ National Market under the symbol “TRAK.”

      An affiliate of an underwriter is a selling stockholder in this offering and after giving effect to this offering, assuming no exercise by the underwriters of their over-allotment option, will own approximately           % of our common stock. For more information, see “Prospectus Summary — Transactions and Relationships with Certain of the Underwriters and Their Affiliates” and “Risk Factors — Risks Relating to this Offering — Risks relating to transactions and relationships with certain of our stockholders, the underwriters and their respective affiliates.” The initial public offering price will be determined by agreement between us and the underwriters in accordance with the recommendation of a “qualified independent underwriter,” as defined in the Conduct Rules of the National Association of Securities Dealers, Inc.

       Investing in our common stock involves risks. See “Risk Factors” beginning on page 12 of this prospectus.

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds to DealerTrack, before expenses	$	$
Proceeds to the selling stockholders, before expenses	$	$

      We and the selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to an additional                      shares of our common stock from us and up to an additional                      shares of common stock from the selling stockholders at the initial public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

      The underwriters expect to deliver the shares on or about                     , 2005.

Joint Book-Running Managers

JPMorgan Lehman Brothers

Co-Lead Manager

Wachovia Securities

William Blair & Company SG Cowen & Co.

                    , 2005

DealerTrack™ Automotive Industry NetworkConnects Dealers, Financing Sources and Other Service and Information ProvidersAutomotive Dealers20,000+ Active Automotive Dealers- Over 80% of all franchised dealersDealerTrackTMOther Service and Information ProvidersAll major credit bureaus — Used car value guidesFinancing Sources140+ Financing Sources- Top 20 independentfinancing sources ¦ Eight captive financing sourcesEnables the Sale of On-Demand Software Products and ServicesRETAIL AUTOMOTIVE VALUE CHAINContractingPre-Sales Marketing and ProspectingSalesFinancingData and ReportingFinance and InsuranceAftermarket Sales
PRODUCTS AND SERVICESSubscription BasedTransaction Based
PRE-SALES MARKETING AND PROSPECTING -ALG Residual Value Guides- Chrome Carbook” and PC Carbook” — WebsitePlus TMSALES — Chrome Inventory SearchTM — DeskLink™ — Finance Wizard¹”FINANCE AND INSURANCE — BookOut — DealerTrack eMenuTM — DealTransfer™ — eContractingDATA AND REPORTING — ActivityReportsTM-ALG Data Services — Chrome New Vehicle Data — Chrome VIN Search Data SALES Credit ReportsFINANCE AND INSURANCE — eContractingToolKit™ (credit application processing)DealerTrackTMThe network’s value increases with more products, services and participants.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		12
Special Note Regarding Forward-Looking Statements		30
Market and Industry Data		30
Registered Trademarks		30
Use of Proceeds		31
Dividend Policy		31
Capitalization		32
Dilution		33
Unaudited Combined Condensed Pro Forma Financial Information		35
Selected Historical Consolidated Financial Data		43
Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Business		59
Management		74
Related Party Transactions		91
Principal and Selling Stockholders		97
Description of Capital Stock		101
Shares Eligible for Future Sale		105
Description of Our Credit Facilities		108
Material U.S. Federal Tax Considerations for Non-U.S. Holders of Our Common Stock		110
Underwriting		112
Legal Matters		116
Experts		116
Where You Can Find More Information		117
Index to Financial Statements and Financial Statement Schedule		F-1
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
BY-LAWS
FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
AMENDMENT #1 TO FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
OPINION OF LATHAM & WATKINS LLP
CREDIT AGREEMENT
GUARANTEE AND SECURITY AGREEMENT
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
2001 STOCK OPTION PLAN
FIRST AMENDMENT TO STOCK OPTION PLAN
SECOND AMENDMENT TO 2001 STOCK OPTION AGREEMENT
THIRD AMENDMENT TO 2001 STOCK OPTION AGREEMENT
2005 INCENTIVE AWARD PLAN
SENIOR EXECUTIVE INCENTIVE BONUS PLAN
STOCK OWNERSHIP AND RETENTION PROGRAM
EMPLOYEE STOCK PURCHASE PLAN
DIRECTORS' DEFERRED COMPENSATION PLAN
EMPLOYEES' DEFERRED COMPENSATION PLAN
401(K) PLAN
LIST OF SUBSIDIARIES
CONSENT OF PRICEWATERHOUSECOOPERS LLP
CONSENT OF PRICEWATERHOUSECOOPERS LLP
CONSENT OF KPMG LLP
CONSENT OF PRICEWATERHOUSECOOPERS LLP
CONSENT OF PRICEWATERHOUSECOOPERS LLP

      You should rely only on the information contained in this prospectus. We and the selling stockholders have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the selling stockholders are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date.

      No action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

PROSPECTUS SUMMARY

      This summary highlights information contained elsewhere in this prospectus, but does not contain all the information that may be important to you. You should read this entire prospectus carefully, including the matters set forth under “Risk Factors,” “Unaudited Combined Condensed Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and the notes thereto and the financial statements and related notes thereto for each of LLDG Operating Company (formerly known as Lease Marketing, Ltd.) and its subsidiaries (collectively, “LML”), dealerAccess Inc. and its subsidiary (collectively, “dealerAccess”), Chrome Systems Corporation (“Chrome”) and DJR US, LLC (formerly known as Automotive Lease Guide (alg), LLC) and an affiliate (collectively, “ALG”) appearing elsewhere in this prospectus, before making an investment decision. Unless the context requires otherwise, references in this prospectus to “DealerTrack,” “we,” “us” and “our” refer to DealerTrack Holdings, Inc. and its subsidiaries on a consolidated basis.

Our Business

      DealerTrack is a leading provider of on-demand software and data solutions for the automotive retail industry in the United States. We utilize the Internet to link automotive dealers with banks, finance companies, credit unions and other financing sources, and other service and information providers, such as the major credit reporting agencies. We have established a network of active relationships with over 20,000 automotive dealers, including over 80% of all franchised dealers; over 140 financing sources, including the 20 largest independent financing sources in the United States and eight captive financing sources; and a number of other service and information providers to the automotive retail industry. Our credit application processing product enables dealers to automate and accelerate the indirect automotive financing process by increasing the speed of communications between these dealers and their financing sources. We have leveraged our leading market position in credit application processing to address other inefficiencies in the automotive retail industry value chain. Our proven network of over 20,000 dealers provides a competitive advantage for distribution of our on-demand software and data solutions. Our integrated subscription-based software products and services enable our automotive dealer customers to receive valuable consumer leads, compare various financing and leasing options and programs, sell insurance and other aftermarket products, document compliance with certain laws and execute financing contracts electronically. In addition, we offer data and other products and services to various industry participants, including lease residual value and automobile configuration data.

      Traditionally, the workflow processes in each stage of the automotive retail industry value chain have been manual and paper intensive and/or performed on stand-alone legacy systems, resulting in inefficiencies. In contrast to most dealer legacy systems, our web-based solutions are open and flexible, and easily integrate with other widely used software systems. Our network improves efficiency and reduces processing time for both dealers and financing sources, and integrates other information and service providers’ products and services, such as credit reporting agencies. In addition, we intend to aggregate automotive industry information and introduce products and services that report the aggregated information to dealers, financing sources and other industry participants. We primarily generate revenue on both a transaction and subscription basis.

      We began our principal business operations in February 2001 with the introduction of our credit application processing product to address inefficiencies in the automotive financing process. Since then, we have substantially increased the number of participants in our network and have introduced new products and services through our internal product development efforts as well as through acquisitions. As a result, we have increased our total addressable market by enhancing our offering of subscription products and our data and reporting capabilities, and expanding our network of relationships. We have grown, and believe we will continue to grow, our revenue significantly faster than our costs and expenses, which generates operating leverage. For example, our revenue increased $31.3 million, or 81%, to $70.0 million for the year ended December 31, 2004 from $38.7 million for the year ended December 31, 2003. Costs and expenses for the same period increased $20.4 million, or 49%, to $62.3 million from $41.9 million.

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Our Solution

      Our suite of integrated on-demand software products and services addresses many of the existing inefficiencies in the automotive retail industry value chain. We believe our solutions deliver benefits to dealers, financing sources and other service and information providers.

      Dealers. We offer franchised and independent automotive dealers an integrated suite of on-demand sales and finance solutions that significantly shorten financing processing times, allowing them to spend more time selling automobiles and aftermarket products. Traditionally, dealers and financing sources have relied upon the fax method of processing credit applications. This cumbersome process limited the range of options available to dealers and delayed the availability of financing. Our automated, web-based credit application processing product allows automotive dealers to originate and route their consumers’ credit application information electronically. In addition to this credit application processing product, we also offer dealers a suite of complementary subscription products and services that allow them to integrate and better manage their business processes across the automotive retail industry value chain. We offer a product that provides a valuable pre-sales marketing and prospecting tool by providing a secure credit application on a dealer’s website for a consumer to enter their own credit information. We offer other products and services that allow dealers to compare deal configurations from one or multiple financing and leasing sources on a real-time basis, which is referred to in the industry as “desking.” We also offer a product that allows dealers and consumers to complete finance contracts electronically, which a dealer can transmit to participating financing sources for funding, further streamlining the financing process and reducing transactional costs for both dealers and financing sources. Our products and services, when used together, form a seamless sales and finance solution that integrates with other widely used software systems. As of March 31, 2005, an aggregate of 9,825 of our existing product subscriptions have been purchased by approximately 6,400 of the over 20,000 dealers active on our network.

      Financing Sources. Our on-demand credit application processing and electronic contracting products eliminate expensive and time-consuming inefficiencies in legacy paper systems, and thereby decrease financing sources’ costs of originating loans and leases. Typically, consumers who obtain financing to purchase an automobile do so either indirectly through a dealership or directly from a financing source. In indirect financings, the dealer submits the consumer’s credit application information to one or multiple financing sources to obtain approval for the financing. We electronically transmit complete credit application and contract data, reducing costs and errors and improving efficiency for both prime and non-prime financing sources. We believe our solutions significantly streamline the indirect financing process and improve the efficiency and/or profitability of each financing transaction. We also believe that our credit application processing product enables our financing source customers to increase credit originations. Our network is configured to enable our financing source customers to connect easily with dealers with whom they currently do not conduct business. We believe that financing sources that utilize our solution experience a significant competitive advantage over financing sources that rely on the legacy paper fax process. Currently, a substantial majority of our financing source customers’ collective indirect credit application volume is processed through our network.

      Other Service and Information Providers. Our web-based solutions enable third-party service and information providers to deliver their products and services more broadly and efficiently, which increases the value of our integrated solutions to our dealer customers. We offer our third-party service and information providers a secure and efficient means of delivering their data to our dealer and financing source customers. For example, credit reporting agencies can provide dealers with prospective consumers’ credit reports electronically and integrate the delivery of these consumers’ credit reports with our web-based credit application processing product and other products and services.

Our Competitive Strengths

      We believe that the following strengths provide us with competitive advantages in the marketplace:

      Leading Market Position. We currently have active relationships with over 20,000 automotive dealers, including over 80% of all franchised dealers; over 140 financing sources, including the 20 largest independent

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financing sources in the United States and eight captive financing sources; and a number of other service and information providers. Currently, a substantial majority of our financing source customers’ collective indirect credit application volume is processed through our network. We believe we are also the market leader in desking, electronic contracting and residual value data for the automotive finance industry. Our network of relationships combined with our market leading positions provide us with significant competitive advantages, including our ability to maximize cross-selling opportunities for our products and services to all of our customers and to expand the wide range of new participants in our network. For example, our new subsidiaries, Chrome Systems, Inc. and Automotive Lease Guide (ALG), Inc., will be better able to market and distribute their products and services through our network. We believe that customers who regularly use one of our solutions are more inclined to use one or more of our other solutions.

      Flexible Web-Based Delivery Model. We believe that our software as a service model is a superior method of delivering products and services to our customers. Our customers are able to access our highly specialized applications on-demand rather than incurring the expense and difficulty of installing and maintaining them independently. In addition, our open architecture facilitates integration with certain existing systems of our automotive dealer customers, financing sources and other service and information providers. We believe our flexible web-based delivery model enhances our customers’ operating efficiency and reduces their total operating costs.

      Broad and Integrated Suite of Solutions. Our broad range of integrated on-demand software products and services improves our customers’ operating efficiency in the pre-sales marketing and prospecting, sales and finance and insurance stages of the automotive retail industry value chain. We believe that none of our competitors currently offer a comparable suite of integrated solutions and that the breadth of our existing solutions provides us with a competitive advantage.

      Independent Network. Our web-based network is independent and does not give any one financing source preference over any other financing source. Each dealer sees its individualized list of available financing sources listed alphabetically, based on our proprietary matching process, and can transmit credit application information simultaneously to multiple financing sources selected by them. Financing sources’ responses to requests for financing through our network are presented back to the dealer in their order of response. We believe that this neutral approach makes our network more appealing to both automotive dealers and financing sources than captive alternatives that favor financing sources owned or controlled by one or more automobile manufacturers.

      Proven Acquisition Strategy. We have augmented the growth of our business by successfully completing strategic acquisitions. In executing our acquisition strategy, we have focused on identifying businesses that we believe will increase our market share or that have products, services and technology that are complementary to our product and service offerings. We believe that our success in completing these acquisitions and integrating them into our business has allowed us to maintain our leadership position in the industry, enhanced our network of relationships and accelerated our growth.

Our Growth Strategy

      Our growth strategy is to leverage our position as a leading provider of on-demand software solutions to the U.S. automotive retail industry. Key elements of our growth strategy are:

      Sell Additional Products and Services to Our Existing Customers. We believe that we are well-positioned to increase the number of products and services purchased by our existing customers. Many of our subscription-based products and services were recently introduced to our customers, and we believe there are opportunities to increase the sales of these products and services to dealers and financing sources. We believe that a significant market opportunity exists for us to sell additional products and services to the approximately 70% of our over 20,000 active dealer customers that utilize our credit application processing product, but have not yet purchased one or more of our subscription-based products or services. Similarly, the over 140 financing sources that utilize our credit application product represent a market opportunity for us to sell our electronic contracting solution, which approximately 10% of our financing source customers have implemented to date.

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      Expand Our Customer Base. We intend to increase our market penetration by expanding our automotive dealer and financing source customer base through the efforts of our direct sales force. Although we currently enjoy active relationships with over 80% of all franchised dealers, currently less than 5% of the approximately 50,000 independent dealerships in the United States are active in our network. We believe that we are well positioned to increase the number of these active dealer relationships. While we currently have over 140 active financing source customers, we will focus on adding the captive financing affiliates of foreign automotive manufacturers, as well as select regional banks, financing companies and other financing sources to our network. We also intend to increase the number of other service and information providers in our network by adding, among others, insurance and other aftermarket service providers.

      Expand Our Product and Service Offerings. We expect to expand our suite of products and services to address the evolving needs of our customers. We have identified a number of opportunities to leverage our network of relationships and our core competencies to benefit dealers, financing sources and other service and information providers. For example, we believe there are opportunities to generate additional revenue from insurance and other aftermarket providers by allowing their products and services to be accessed and offered in our network. We also see opportunities to generate additional revenue by aggregating automotive industry information we have collected and offering reporting of the aggregated information to dealers, financing sources and other industry participants.

      Pursue Acquisitions and Strategic Alliances. We intend to continue to grow and advance our business through acquisitions and strategic alliances. We believe that acquisitions and strategic alliances will allow us to enhance our product and service offerings, sell new products using our network, improve our technology and/or increase our market share.

Recent Developments

Acquisitions

      On May 25, 2005, we acquired substantially all the assets and certain liabilities of ALG. ALG’s products and services provide lease residual value data for new and used leased automobiles and guidebooks and consulting services related thereto, to manufacturers, financing sources, investment banks, automobile dealers and insurance companies. We intend to combine ALG’s lease residual value data with our other products and services to allow us to aggregate automotive industry information and report the aggregated information to dealers, financing sources and other industry participants. For the year ended December 31, 2004, ALG had revenue of $7.8 million.

      On May 23, 2005, we acquired substantially all the assets and certain liabilities of North American Advanced Technology, Inc. and its affiliates (collectively, “NAT”). NAT’s products and services streamline and automate many traditionally time-consuming and error-prone manual processes of administering after-market products, such as extended service contracts, guaranteed asset protection coverage, theft deterrent devices and credit life insurance. We intend to add NAT’s products and services to our suite of solutions in order to enhance our menu-selling offering and to add insurance and other aftermarket providers to our network. For the year ended December 31, 2004, NAT had revenue of $3.2 million.

      On May 10, 2005, we acquired substantially all the assets and certain liabilities of Chrome. Chrome’s products and services collect, standardize and enhance raw automotive data and deliver it in a format that is easy to use and tailored to specific industry requirements. Chrome’s products and services enable dealers, manufacturers, financing sources, Internet portals, consumers and insurance companies to configure, compare, and price automobiles on a standardized basis. This provides more accurate valuations for both consumer trade-ins and dealer used automobile inventory. We intend to integrate Chrome’s products and services into our network to create an expanded subscription product offering for our dealer customers. For the year ended December 31, 2004, Chrome had revenue of $12.8 million.

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Credit Facilities

      On April 15, 2005, we and one of our subsidiaries, DealerTrack, Inc., entered into credit facilities comprised of a $25.0 million revolving credit facility and a $25.0 million term loan facility. The revolving credit facility is available for general corporate purposes (including acquisitions), subject to certain conditions. Proceeds from borrowings under the credit facilities were used to fund a portion of the Chrome, NAT and ALG acquisitions. As of June 30, 2005, the principal amount borrowed under the credit facilities was $43.5 million and we had $6.5 million available for additional borrowings under the revolving credit facility. The revolving credit facility matures on April 15, 2008 and the term loan facility matures on April 15, 2010.

Transactions and Relationships with Certain of the Underwriters and Their Affiliates

      We have engaged in transactions with, and established relationships with, certain of the underwriters and their affiliates, including J.P. Morgan Securities Inc. (“JPMorgan”), Lehman Brothers Inc. (“Lehman Brothers”) and Wachovia Capital Markets, LLC (“Wachovia”). In particular, one affiliate of JPMorgan is a stockholder that is selling shares of common stock in this offering and another is a significant customer and vendor of ours. Additionally, an affiliate of each of JPMorgan, Lehman Brothers and Wachovia is a lender under our credit facilities. These transactions and relationships are more fully described below:

•  Prior to the completion of this offering, an affiliate of JPMorgan will beneficially own approximately 26.6% of the outstanding shares of our equity securities. Most of this affiliate’s remaining shares of common stock will be transferred to a voting trust that will be formed on or around the completion of this offering. After giving effect to this offering, the affiliate and voting trust will hold voting power with respect to approximately           % and           % of the outstanding shares of our common stock, respectively (or approximately           % and           % if the underwriters’ over-allotment option is exercised in full, respectively);

•  Certain affiliates of JPMorgan and an affiliate of Wachovia are financing source customers of ours and we provide certain hosting services for JPMorgan;

•  The financing source affiliates of JPMorgan and Wachovia use competing electronic technology and systems in addition to ours, including their own proprietary services. They currently originate automotive finance business by means other than our credit application processing product and we expect that they will continue to do so in the future;

•  Affiliates of each of JPMorgan, Lehman Brothers and Wachovia are lenders under our credit facilities. We are required to use up to 25% of the proceeds to us from the sale of shares in this offering to repay the $25.0 million term loan under our credit facilities. Therefore, these affiliates will receive a portion of the proceeds from this offering;

•  We license certain limited technology from an affiliate of JPMorgan under the terms of a royalty-free, perpetual license, and the license agreement restricts our ability to use this technology outside of the automotive finance industry;

•  We maintain certain banking relationships with, including the receipt of investment management services from, an affiliate of JPMorgan;

•  We provide lease residual value data for new and used leased automobiles as well as guidebooks, and consulting services related thereto, to a financing source affiliate of JPMorgan;

•  We provide vehicle description and specification data for automobiles, and software related thereto, to a financing source affiliate of JPMorgan; and

•  In the ordinary course of their business, the underwriters or their affiliates have engaged, are engaged and may in the future engage in investment banking and financial advisory transactions with us, our affiliates or our significant stockholders, including Lehman Brothers’ role as financial advisor and its delivery of a fairness opinion to an affiliate of one of our significant stockholders, The First American

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Corporation, in connection with First Advantage Corporation’s acquisition of the companies and assets comprising the credit information segment of The First American Corporation.

      For more information, see “Risk Factors — Risks Relating to Our Business — We are dependent on several customers that are affiliates of our stockholders,” “— Risks Relating to this Offering — Risks relating to transactions and relationships with certain of our stockholders, the underwriters and their respective affiliates,” “Related Party Transactions” and “Underwriting.”

Company Information

      We are a Delaware corporation formed in August 2001 in connection with the combination of DealerTrack, Inc., which commenced operations in February 2001, and webalg, inc., which commenced operations in April 2000. Our principal executive offices are located at 1111 Marcus Avenue, Suite M04, Lake Success, New York 11042. Our telephone number is (516) 734-3600 and our website address is www.dealertrack.com. The information contained on our website is not part of this prospectus.

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The Offering

Common stock offered by us	shares
Common stock offered by the selling stockholders	shares
Common stock to be outstanding after this offering	shares(1)
Initial public offering price	$           per share
Use of proceeds	We will receive net proceeds from this offering of approximately $           million. We are required to use up to 25% of such proceeds to repay the $25.0 million term loan under our credit facilities and will use the remainder for general corporate purposes, including working capital and capital expenditures. Therefore, the affiliates of the underwriters that are lenders under our credit facilities will receive a portion of the net proceeds to us from this offering. We may also use a portion of our net proceeds to fund possible investments in, strategic alliances with or select acquisitions of businesses, products, services and/or technologies. See “Use of Proceeds.” We will not receive any of the proceeds from the sale of shares of common stock offered by the selling stockholders.
Proposed NASDAQ National Market symbol	TRAK

(1)  The total number of shares of common stock to be outstanding after this offering is based on the number of shares outstanding as of May 31, 2005 and excludes:

•  3,550,446 shares of common stock issuable upon exercise of outstanding stock options at a weighted average exercise price of $5.97 per share, of which 997,593 options were exercisable, and

•  2,178,950 shares of common stock reserved for future issuance under our 2005 Incentive Award Plan.

      Except as otherwise indicated, the information in this prospectus:

•  assumes that the underwriters do not exercise their over-allotment option;

•  has been adjusted to reflect the 1-for-8 reverse stock split of our common stock effected on March 19, 2003;

•  reflects the automatic conversion of our outstanding shares of series A preferred stock, series A-1 preferred stock, series A-2 preferred stock, series B preferred stock, series B-1 preferred stock, series C preferred stock, series C-1 preferred stock, series C-2 preferred stock and series C-3 preferred stock into an aggregate of 26,397,721 shares of common stock upon the completion of this offering; and

•  assumes our authorized capital stock is increased to 175 million shares of common stock and 10 million shares of preferred stock, which will occur immediately prior to the completion of this offering.

Risk Factors

      See “Risk Factors” beginning on page 12 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.

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Summary Historical Consolidated Financial Data

      The summary historical consolidated financial data set forth below as of December 31, 2003 and 2004 and for each of the three years in the period ended December 31, 2004 have been derived from our audited consolidated financial statements and related notes thereto included in this prospectus. The summary historical consolidated financial data set forth below as of March 31, 2005 and for the three months ended March 31, 2004 and 2005 have been derived from our unaudited consolidated financial statements and related notes thereto included in this prospectus. These unaudited consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

      We completed several acquisitions during the periods presented below, the operating results of which have been included in our historical results of operations from the respective acquisition dates. These acquisitions have significantly affected our revenue, results of operations and financial condition. Accordingly, the results of operations for the periods presented may not be comparable due to these acquisitions.

      Upon the completion of this offering, each of the outstanding shares of redeemable convertible participating preferred stock will automatically convert into shares of common stock. The pro forma consolidated financial data included in this summary give effect only to the automatic conversion of all the outstanding shares of redeemable convertible participating preferred stock into common stock. The pro forma consolidated financial data included in this summary do not give effect to this offering, including the application of the proceeds therefrom.

      The following data should be read in conjunction with “Unaudited Combined Condensed Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and related notes thereto and the consolidated financial statements and related notes thereto for each of dealerAccess, LML, Chrome and ALG, in each case included elsewhere in this prospectus.

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											Three Months Ended
		Year Ended December 31,									March 31,
		2002			2003			2004			2004			2005
											(unaudited)
		(Dollars in thousands, except per share data)
Consolidated Statements of Operations Data:
Net revenue(1)		$	11,711		$	38,679		$	70,044		$	15,376		$	23,271
Operating costs and expenses:
	Cost of revenue(1)(2)		17,556			25,362			29,665			6,820			8,403
	Product development(2)		2,101			1,539			2,256			483			767
	Selling, general and administrative(2)		9,008			15,048			30,401			6,386			10,485
	Total operating costs and expenses		28,665			41,949			62,322			13,689			19,655
(Loss) income from operations			(16,954	)		(3,270	)		7,722			1,687			3,616
Interest income			179			75			54			11			53
Interest expense			—			(22	)		(115	)		(20	)		(40	)
(Loss) income before provision for income taxes			(16,775	)		(3,217	)		7,661			1,678			3,629
(Provision) benefit for income taxes			—			(72	)		3,592			(213	)		(1,560	)
Net (loss) income		$	(16,775	)	$	(3,289	)	$	11,253		$	1,465		$	2,069
Basic net (loss) income per share applicable to common stockholders(3)		$	(23,334.99	)	$	(1,000.30	)	$	0.45		$	0.07		$	0.08
Diluted net (loss) income per share applicable to common stockholders(3)		$	(23,334.99	)	$	(1,000.30	)	$	0.00		$	0.00		$	0.00
Weighted average shares outstanding			1,009			3,288			40,219			13,689			513,771
Average shares outstanding assuming dilution			1,009			3,288			25,790,375			24,778,816			25,904,585
Pro forma basic net income per share (unaudited)								$	0.43					$	0.08
Pro forma diluted net income per share (unaudited)								$	0.41					$	0.08
Pro forma weighted average shares outstanding (4)(unaudited)									26,437,940						26,911,492
Pro forma weighted average shares outstanding assuming dilution(4)(unaudited)									27,422,969						27,537,179
Other Data:
EBITDA(5) (unaudited)		$	(5,760	)	$	7,746		$	18,595		$	4,129		$	6,627
Capital expenditures		$	395		$	542		$	1,825		$	330		$	248
Active dealers in the network as of end of period(6) (unaudited)			12,752			15,999			19,150			17,427			20,109
Active financing sources in the network as of end of period(7) (unaudited)			21			55			94			62			110
Transactions processed(8) (unaudited)			6,935,887			22,995,715			33,964,195			8,161,938			13,173,374
Product subscriptions as of end of period(9) (unaudited)			317			3,030			7,705			4,258			9,825

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										Pro Forma(10)
										as of
	As of December 31,						As of March 31,			March 31,
	2003			2004			2005			2005
							(unaudited)
	(Dollars in thousands)
Consolidated Balance Sheets Data:
Cash and cash equivalents	$	16,790		$	21,753		$	18,680		$	18,680
Working capital(11)		15,640			23,390			26,755			26,755
Total assets		46,643			76,681			77,896			77,896
Long-term debt, capital lease obligations (long and short-term) and other long-term liabilities		1,100			6,968			6,659			6,659
Total redeemable convertible participating preferred stock		72,226			72,226			72,226			—
Accumulated deficit		(36,287	)		(25,034	)		(22,965	)		(22,965	)
Total stockholders’ (deficit) equity		(33,608	)		(20,001	)		(16,701	)		55,525

								Three Months
								Ended
		Year Ended December 31,						March 31,
		2002		2003		2004		2004		2005
								(unaudited)
		(Dollars in thousands)
(1)   Related party revenue		$	8,191	$	13,717	$	19,070	$	4,391	$	6,152
	Related party cost of revenue		199		3,985		3,306		1,003		782

(2)  We recorded non-cash charges for compensation expense resulting from certain stock option grants for the year ended December 31, 2004 and the three months ended March 31, 2005. Stock based compensation recorded for the year ended December 31, 2004 and the three months ended March 31, 2004 and March 31, 2005 was classified as follows:

				Three
				Months
		Year Ended		Ended
		December 31,		March 31,
		2004		2004		2005
				(unaudited)
		(Dollars in thousands)
Cost of revenue		$	286	$	—	$	47
Product development			84		—		17
Selling, general and administrative			1,263		—		204
	Total stock-based compensation expense	$	1,633	$	—	$	268

(3)	The basic and diluted earnings per share calculations include adjustments to net (loss) income relating to preferred dividends earned, but not paid, and net income amounts allocated to the participating preferred stockholders in order to compute net (loss) income applicable to common stockholders in accordance with SFAS No. 128, “Earnings per Share” and EITF 03-6, “Participating Securities and the Two-Class Method under FASB No. 128.” For more detail, please see Note 2 to our historical consolidated financial statements.
(4)	Unaudited pro forma basic and diluted net income per share have been computed to give effect, even if antidilutive, to the issuance of all shares issuable upon automatic conversion of the redeemable convertible participating preferred stock into common stock upon the completion of this offering on an as-if converted basis for the year ended December 31, 2004 and the three months ended March 31, 2005.
(5)	EBITDA represents net (loss) income before interest expense (income), taxes, depreciation and amortization. We present EBITDA because we believe that EBITDA provides useful information regarding our operating results. We rely on EBITDA as a primary measure to review and assess the operating performance of our company and management team in connection with our executive compensation plan incentive payments. We believe EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry, many of which present EBITDA when reporting their results. In addition, our credit agreement uses EBITDA (with additional adjustments), in part, to measure our compliance with covenants such as interest coverage.

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EBITDA has limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•  EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•  EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•  EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

•  Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

•  Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. EBITDA is a measure of our performance that is not required by, or presented in accordance with, GAAP. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

The following table sets forth the reconciliation of EBITDA, a non-GAAP financial measure, to net income (loss), our most directly comparable financial measure in accordance with GAAP.

										Three Months
										Ended
	Year Ended December 31,									March 31,
	2002			2003			2004			2004			2005
										(unaudited)
	(Dollars in thousands)
Net (loss) income	$	(16,775	)	$	(3,289	)	$	11,253		$	1,465		$	2,069
Interest income		(179	)		(75	)		(54	)		(11	)		(53	)
Interest expense		—			22			115			20			40
Tax expense (benefit)		—			72			(3,592	)		213			1,560
Depreciation of property and equipment and amortization of capitalized software and website costs		10,101			7,278			4,349			1,198			891
Amortization of acquired identifiable intangibles		1,093			3,738			6,524			1,244			2,120
EBITDA	$	(5,760	)	$	7,746		$	18,595		$	4,129		$	6,627

(6)	We consider a dealer to be active as of a date if the dealer completed at least one revenue-generating transaction in our network during the most recently ended calendar month.
(7)	We consider a financing source to be active in our network as of a date if it is accepting credit application data electronically from dealers in our network.
(8)	Represents revenue generating transactions processed in our network in a given period.
(9)	Represents revenue generating subscriptions at the end of a given period.

(10)	The pro forma balance sheet data give effect only to the automatic conversion of all outstanding shares of redeemable convertible participating preferred stock into shares of common stock.
(11)	Working capital is defined as current assets less current liabilities.

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RISK FACTORS

      You should carefully consider the risks described below, together with all of the other information in this prospectus, before deciding to invest in our common stock. The risks and uncertainties described below are those that we have identified as material. Risks and uncertainties not currently identifiable by us, or that we believe are immaterial, are not included below, but may also impair our business operations. If any of the events contemplated by the following discussion of risks should occur, our business, prospects, financial condition and results of operations may suffer. As a result, the trading price of our common stock could decline and you could lose part or all of your investment in our common stock.

Risks Relating to Our Business

We may be unable to continue to compete effectively in our industry.

      Competition in the automotive retail technology industry is intense. The indirect automotive retail finance industry is highly fragmented and is served by a variety of entities, including:

•  web-based automotive finance credit application processors, including CU Direct Corporation’s Credit Union Direct Lending (“CUDL”) and RouteOne LLC (“RouteOne”);

•  the proprietary credit application processing systems of the financing source affiliates of automobile manufacturers, including those provided by American Honda Finance Corp. and Volkswagen Credit;

•  dealer management system providers, including ADP, Inc. and The Reynolds and Reynolds Company;

•  automotive retail sales desking providers, including ADP, Inc. and Market Scan Information Systems, Inc.; and

•  vehicle configuration providers, including Automotive Information Center, Autodata Solutions Company and JATO Dynamics, Inc.

      We also compete with warranty and insurance providers, as well as software providers, among others, in the market for menu-selling products and services. Some of our competitors have longer operating histories, greater name recognition and significantly greater financial, technical, marketing and other resources than we do. Many of these competitors also have longstanding relationships with dealers and may offer dealers other products and services that we do not provide. As a result, these companies may be able to respond more quickly to new or emerging technologies and changes in customer demands or to devote greater resources to the development, promotion and sale of their products and services than we can to ours. We expect the market to continue to attract new competitors and new technologies, possibly involving alternative technologies that are more sophisticated and cost-effective than our technology. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressures we face will not materially adversely affect our business, prospects, financial condition and results of operations.

Our computer systems and operations may be vulnerable to security breaches, disruptions or failures.

      Our success depends on the confidence of dealers, financing sources, the major credit reporting agencies and our other network participants in our ability to transmit confidential information securely over the Internet and our ability to operate our computer systems and operations without significant disruption or failure. We transmit substantial amounts of confidential information, including non-public personal information, over the Internet. Any failure to provide secure online products and services could have a material adverse effect on our business, prospects, financial condition and results of operations.

      Our products and services rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to achieve secure transmission of confidential information. Despite our focus on Internet security, we may not be able to stop unauthorized attempts to gain access to or disrupt the transmission of communications among dealers, financing sources, the major credit reporting agencies and other service and information providers. Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments could result in a compromise or breach of the

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algorithms used by our products and services to protect certain data contained in our databases and the information being transferred.

      Although we generally limit warranties and liabilities relating to security in financing source and dealer contracts, third parties may seek to hold us liable for any losses suffered as a result of unauthorized access to their confidential information or non-public personal information. We may not have adequate insurance to cover these losses. We may be required to expend significant capital and other resources to protect against security breaches or to alleviate the problems caused. Moreover, concerns over the security of transactions conducted on the Internet and commercial online services, which may be heightened by any well-publicized compromise of security, may deter customers from using our products and services. Our security measures may not be sufficient to prevent security breaches, and failure to prevent security breaches could have a material adverse effect on our business, prospects, financial condition and results of operations.

      Our computer systems and operations are vulnerable to damage or interruption from natural disasters, such as fire, floods and hurricanes, power outages, telecommunications failures, network service outages and disruptions, “denial of service” attacks, computer viruses, break-ins, sabotage and other similar events beyond our control. The occurrence of a natural disaster or unanticipated problems at our facilities in New York or New Jersey or at any third-party facility we utilize could cause interruptions or delays in our business, loss of data or render us unable to provide our products and services. In addition, failure of a third-party facility to provide the data communications capacity required by us, as a result of human error, bankruptcy, natural disaster or other operational disruption, could cause interruptions to our computer systems and operations. The occurrence of any or all of these events could have a material adverse effect on our business, prospects, financial condition and results of operations.

      From time to time, we have experienced, and may experience in the future, network interruptions. These network interruptions may interfere with our ability to do business. Although we regularly back up data and take other measures to protect against data loss and system failures, there is still some risk that we may lose critical data or experience network failures.

      Our software may contain undetected errors, defects or bugs. Although we have not suffered significant harm from any errors or defects to date, we may discover significant errors or defects in the future that we may not be able to correct. Our products and services are integrated with products and systems developed by third parties. Complex third-party software programs may contain undetected errors or bugs when they are first introduced or as new versions are released. It is possible that errors will be found in our existing or future products and services or third-party products upon which our products and services are dependent, with the possible results of delays in or loss of market acceptance of our products and services, diversion of our resources, injury to our reputation, increased service and warranty expenses and payment of damages.

We may face increased competition from RouteOne and the captive financing source affiliates of the manufacturers that have formed RouteOne.

      Our network of financing sources does not include the captive financing sources affiliated with DaimlerChrysler AG, Ford Motor Company, General Motors Corporation or Toyota Motor Corporation, which have formed RouteOne to operate as a direct competitor of ours to serve their respective franchised dealers. RouteOne has the ability to offer its dealers access to captive or other financing sources that are not in our network. RouteOne was launched in November 2003, and officially re-launched in July 2004. Several independent financing sources, including some of the independent financing sources in our network, are participating on the RouteOne credit application processing and routing portal. Currently, we believe the RouteOne credit application processing and routing portal preferences the captive financing sources over the independent financing sources, which we believe has been a hindrance to its efforts to establish a comprehensive network of independent financing sources comparable to our network. However, if RouteOne increases the number of independent financing sources on its credit application processing and routing portal and/or offers products and services that better address the needs of our customers or offer our customers a lower cost alternative, our business, prospects, financial condition and results of operations could be materially adversely affected. In addition, if a substantial amount of our current customers migrate from our network to

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RouteOne, our ability to sell additional products and services to, or earn transaction revenue from, these customers could diminish. RouteOne has repeatedly approached each of our largest financing source customers seeking to have them join the RouteOne credit application processing and routing portal. Certain of these financing sources, including those affiliated with JPMorgan, an underwriter in this offering, and several of our selling stockholders or their respective affiliates, have engaged, are engaged and/or may in the future engage, in discussions with RouteOne regarding their participation on the RouteOne credit application and routing portal.

We are dependent on several customers that are affiliates of our stockholders.

      We have historically earned a substantial portion of our total revenue from financing source customers that are affiliates of our stockholders. For the year ended December 31, 2004, $19.1 million, or 27%, and for the three months ended March 31, 2005, $6.2 million, or 26% of our total revenue was generated by the nine financing sources that are affiliates of our stockholders. Although each financing source customer is currently a party to an agreement with us, the obligations of the financing sources under these agreements are minimal and these financing source customers, like all of our other financing source customers, may terminate their agreements at the end of their respective terms or for uncured breach. They may also enter into, and in some cases may have already entered into, agreements with our competitors. None of these financing source customers is contractually or otherwise obligated to use our network exclusively. RouteOne has repeatedly approached each of these financing sources seeking to have them join the RouteOne credit application processing and routing portal. Some of our selling stockholders, including those affiliated with JPMorgan, an underwriter in this offering, have engaged, are engaged and/or in the future may engage, in discussions with RouteOne regarding their participation in the RouteOne credit application and routing portal.

      Five of the selling stockholders in this offering are affiliates of certain financing source customers. Each has the right to appoint a member to our board of directors, which will terminate upon the completion of this offering, although only one such selling stockholder currently has an appointed member on our board. Reduced involvement of these financing sources in our governance after this offering due to their loss of a right to designate a member of our board of directors, or the reduction in the level of their equity ownership in us as a result of their sale of our capital stock either pursuant to this offering or following the completion of this offering, may cause them to reduce or discontinue their use of our products and services, which could negatively impact the use of our network by our other customers. The cessation of, or a significant reduction in, participation in our network by these customers, or their participation in a competing business, may have a material adverse effect on our business, prospects, financial condition and results of operations.

Our failure or inability to execute any element of our business strategy could adversely affect our operations.

      Our business, prospects, financial condition and results of operations depend on our ability to execute our business strategy, which includes the following key elements:

•  selling additional products and services to our existing customers;

•  expanding our customer base;

•  expanding our product and service offerings; and

•  pursuing acquisitions and strategic alliances.

      We may not succeed in implementing a portion or all of our business strategy and, even if we do succeed, our strategy may not have the favorable impact on operations that we anticipate. Our success depends on our ability to execute our business plan, leverage our distribution channel and value proposition for dealers, financing sources and other service and information providers, offer a broad array of products and services, provide convenient, high-quality products and services, maintain our technological position and implement other elements of our business strategy.

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      We may not be able to effectively manage the expansion of our operations or achieve the rapid execution necessary to fully avail ourselves of the market opportunity for our products and services. If we are unable to adequately implement our business strategy, our business, prospects, financial condition and results of operations could be materially adversely affected.

We have a very limited operating history and incurred significant net losses through 2003.

      We have a very limited operating history upon which you may evaluate our business and our prospects. We launched our business as DealerTrack, Inc. in February 2001. We will continue to encounter risks and difficulties frequently encountered by companies in an early stage of development in new and rapidly evolving markets. In order to overcome these risks and difficulties, we must, among other things:

•  minimize security concerns;

•  increase and retain the number of financing sources and automotive dealers that are active in our network;

•  build brand recognition of our network among dealership employees;

•  prevent and respond quickly to service interruptions;

•  develop our technology, new products and services;

•  reduce the time involved in integrating new financing sources and other third parties into our network; and

•  continue to attract, hire, motivate and retain qualified personnel.

      If we fail to adequately address these risks and difficulties or fail in executing our business strategy, our business, prospects, financial condition and results of operations may be materially adversely affected.

      Our losses were $14.9 million, $16.8 million and $3.3 million for the years ended December 31, 2001, December 31, 2002 and December 31, 2003, respectively. For the year ended December 31, 2004, we reported net income of $11.3 million and for the three months ended March 31, 2005, we reported net income of $2.1 million.

      Our budgeted operating costs are based on the anticipated growth of our future revenue, which is based on our ability to retain existing automotive dealer and financing source customers, integrate new automotive dealer and financing source customers and launch the products and services we have under development. We may not, however, be able to forecast growth accurately due to our limited operating history. If we do not grow as anticipated and our expenditures are not reduced accordingly, our operating results could decline significantly, and we may not remain profitable.

Our quarterly revenue, operating results and profitability will vary from quarter to quarter, which may result in volatility in our stock price.

      Our quarterly revenue, operating results and profitability have varied in the past and are likely to continue to vary significantly from quarter to quarter. This may lead to volatility in our stock price. These fluctuations are due to several factors related to the number of transactions we process and to the number of subscriptions to our products and services, including:

•  the volume of new and used automobiles financed or leased by our participating financing source customers;

•  the timing, size and nature of our subscriptions;

•  the incurrence of marketing expenses in the first quarter in connection with the National Automotive Dealers’ Association’s (“NADA”) annual trade show;

•  the timing of introduction and market acceptance of new products, services or product enhancements by us or our competitors;

15

•  automobile manufacturers or their captive financing sources offering special incentive programs such as discount pricing or 0% financing;

•  unpredictable sales cycles;

•  the number of weekends, holidays and Mondays in a particular quarter;

•  the timing of our acquisitions of businesses, products and services;

•  product and price competition regarding our products and services and those of our participating financing sources;

•  changes in our operating expenses;

•  software bugs or other computer system or operation disruptions or failures; and

•  personnel changes and fluctuations in economic and financial market conditions.

      We believe that period-to-period comparisons of our results of operations are not necessarily meaningful. We cannot assure you that future revenue and results of operations will not vary substantially from quarter to quarter. It is also possible that in future quarters, our results of operations will be below the expectations of public market analysts, investors or our announced guidance. In either case, the price of our common stock could be materially adversely affected.

We may be unable to develop and bring products and services in development and new products and services to market in a timely manner.

      Our success depends in part upon our ability to bring to market the products and services that we have in development and offer new products and services that meet changing customer needs. The time, expense and effort associated with developing and offering these new products and services may be greater than anticipated. The length of the development cycle varies depending on the nature and complexity of the product, the availability of development, product management and other internal resources, and the role, if any, of strategic partners. If we are unable to develop and bring additional products and services to market in a timely manner, we could lose market share to competitors who are able to offer these additional products and services, which could also materially adversely affect our business, prospects, financial condition and results of operations.

Some vendors of software products used by automotive dealers, including certain of our competitors, are developing their software and using financial incentives to make it more difficult for our customers to use our products and services.

      Currently, some software vendors have developed software systems that are difficult to integrate with third-party products and services such as ours. Some software vendors also use financial or other incentives to encourage their customers to purchase such vendors’ proprietary complementary products and services. These obstacles could make it more difficult for us to compete with these vendors and could have a material adverse effect on our business, prospects, financial condition and results of operations. Further, we have agreements in place with various third-party software providers to facilitate integration between their software and our network, and we cannot assure you that each of these agreements will remain in place.

Economic trends that affect the automotive retail industry may have a negative effect on our business.

      Economic trends that negatively affect the automotive retail industry may adversely affect our business by reducing the number of financing source or automotive dealer customers that purchase our products and services or by reducing the amount that such customers spend on our products and services. Purchases of new automobiles are typically discretionary for consumers and may be affected by negative trends in the economy. A reduction in the number of automobiles purchased by consumers may adversely affect our financing source and dealer customers and lead to a reduction in transaction volumes and in spending by our financing source and automotive dealer customers on our subscription products and services. Any such reductions in

16

transactions or subscriptions could have a material adverse effect on our business, prospects, financial condition and results of operations.

The indirect automotive financing and automotive retail industries are subject to extensive and complex federal and state regulation.

      We are directly and indirectly subject to various laws and regulations. Federal laws and regulations governing privacy of consumer information generally apply in the context of our business, such as the Gramm-Leach-Bliley Act (the “GLB Act”) and its implementing Regulation P, as well as the Fair Credit Reporting Act (the “FCRA”). If a financing source or dealer discloses consumer information provided through our system in violation of these or other laws, we may be subject to claims from such consumers or enforcement actions by state or federal regulators. We cannot predict whether such claims or enforcement actions will arise or the extent to which, if at all, we may be held liable.

      A majority of states have passed, or are currently contemplating, consumer protection, privacy, and data security laws or regulations that may relate to our business. The FCRA contains certain provisions that explicitly preempt some state laws to the extent the state laws seek to regulate certain specified areas, including the responsibilities of persons furnishing information to consumer reporting agencies. Unlike the FCRA, however, the GLB Act does not limit the ability of the states to enact privacy legislation that provides greater protections to consumers than those provided by the GLB Act. Some state legislatures or regulatory agencies have imposed, and others may impose, greater restrictions on the disclosure of consumer information than are already contained in the GLB Act and Regulation P. Any such legislation or regulation could adversely impact our ability to provide our customers with the products and services they require and that are necessary to make our products and services attractive to them. In the event that any state imposes additional statutory or regulatory requirements on us or our customers, we may be required to modify our business model in that state in a manner that may undermine our attractiveness to dealers and/or financing sources doing business in that state. Alternatively, if we determine that a given state’s requirements are overly burdensome or if we determine that our activities cannot be structured in a manner that does not implicate such requirements, we may elect to terminate operations in such state. Any of these circumstances could have a material adverse effect on our business, prospects, financial condition and results of operations.

      In the United States, the enforceability of electronic transactions is primarily governed by the Electronic Signatures in Global and National Commerce Act (“E-SIGN”), a federal law enacted in 2000 that largely preempts inconsistent state law, and the Uniform Electronic Transactions Act (“UETA”), a uniform state law that was finalized by the National Conference of Commissioners on Uniform State Laws (“NCCUSL”) in 1999 and has now been adopted by most states. Case law has generally upheld the use of electronic signatures in commercial transactions and in consumer transactions where proper notice is provided and consumer consent to electronic contracting is obtained. The Revised Uniform Commercial Code Section 9-105 (“UCC 9-105”), seeks to implement a regime to perfect security interests in electronic chattel paper. These laws impact the degree to which the financing sources in our network use our electronic contracting product. We believe that our electronic contracting product enables the perfection of a security interest in electronic chattel paper by meeting the transfer of “control” requirements of UCC 9-105. However, this issue has not been challenged in any legal proceeding. If a court were to find that our electronic contracting product is not sufficient to perfect a security interest in electronic chattel paper, or if existing laws were to change, our business, prospects, financial condition and results of operations could be materially adversely affected.

      Our ability to conduct, and our cost of conducting, business may be adversely affected by a number of legislative and regulatory proposals concerning aspects of the Internet, which are currently under consideration by federal, state, local and foreign governments and various courts. These proposals include, but are not limited to, the following matters: on-line content, user privacy, taxation, access charges, liability of third-party activities and jurisdiction. Moreover, we do not know how existing laws relating to these issues will be applied to the Internet. The adoption of new laws or the application of existing laws could decrease the growth in the use of the Internet, which could in turn decrease the demand for our products and services, increase our cost of doing business or otherwise have a material adverse effect on our business, prospects, financial condition and

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results of operations. Furthermore, government restrictions on Internet content could slow the growth of Internet use and decrease acceptance of the Internet as a communications and commercial medium and thereby have a material adverse effect on our business, prospects, financial condition and results of operations.

      If a federal or state government or agency imposes additional legislative and/or regulatory requirements on us or our customers, or prohibits or limits our activities as currently structured, we may be required to modify or terminate our products and services in that jurisdiction in a manner which may undermine our attractiveness or availability to dealers and/or financing sources doing business in that jurisdiction.

We utilize certain key technologies from third parties and may be unable to replace those technologies if they become obsolete or incompatible with our products or services.

      Our proprietary on-demand software is designed to work in conjunction with certain software procured by third-party vendors, including Microsoft, Oracle and eOriginal. Any significant interruption in the supply of such third-party software could have a material adverse effect on our network unless and until we can replace the functionality provided by these products. In addition, we are dependent upon these third parties’ ability to enhance their current products, develop new products on a timely and cost-effective basis and respond to emerging industry standards and other technological changes. There can be no assurance that we would be able to replace the functionality provided by the third-party software currently incorporated into our products or services in the event that such software becomes obsolete or incompatible with future versions of our products or services or is otherwise not adequately maintained or updated. Any delay in or inability to replace any such functionality could have a material adverse effect on our business, prospects, financial condition and results of operations. Furthermore, delays in the release of new and upgraded versions of third-party software products could have a material adverse effect on our business, prospects, financial condition and results of operations.

We may be unable to adequately protect, and we may incur significant costs in defending, our intellectual property and other proprietary rights.

      Our success depends, in large part, on our ability to protect our intellectual property and other proprietary rights. We rely upon a combination of trademark, trade secret, copyright, patent and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. In addition, we attempt to protect our intellectual property and proprietary information by requiring our employees and consultants to enter into confidentiality, non-competition and assignment of inventions agreements. To the extent that our intellectual property and other proprietary rights are not adequately protected, third parties might gain access to our proprietary information, develop and market products and services similar to ours, or use trademarks similar to ours. Existing U.S. federal and state intellectual property laws offer only limited protection. Moreover, the laws of Canada, and any other foreign countries in which we may market our products and services in the future, may afford little or no effective protection of our intellectual property. If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, and we may not prevail. We are currently asserting our patent rights against RouteOne in a proceeding that challenges their system and method for credit application processing and routing. There can be no assurances that we will prevail in that proceeding or that the proceeding will not result in certain of our patent rights being deemed invalid. See “Business — Legal Proceedings.” The failure to adequately protect our intellectual property and other proprietary rights may have a material adverse effect on our business, prospects, financial condition and results of operations.

      We own the Internet domain names “dealertrack.com,” “alg.com,” “chrome.com,” “dealeraccess.com” and certain other domain names. The regulation of domain names in the United States and foreign countries may change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names, any or all of which may dilute the strength of our domain names. We may not acquire or maintain our domain names in all of the countries in which our websites may be accessed or for any or all of the top-level domain names that may be introduced. The relationship between regulations governing domain names and laws protecting intellectual property rights is

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unclear. Therefore, we may not be able to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our trademarks and other intellectual property rights.

We could be sued for contract or product liability claims, and such lawsuits may disrupt our business, divert management’s attention or have an adverse effect on our financial results.

      We provide guarantees to subscribers of certain of our products and services that the data they receive through these products and services will be accurate. Additionally, general errors, defects or other performance problems in our products and services could result in financial or other damages to our customers. There can be no assurance that any limitations of liability set forth in our contracts would be enforceable or would otherwise protect us from liability for damages. We maintain general liability insurance coverage, including coverage for errors and omissions in excess of the applicable deductible amount. There can be no assurance that this coverage will continue to be available on acceptable terms or in sufficient amounts to cover one or more large claims, or that the insurer will not deny coverage for any future claim. The successful assertion of one or more large claims against us that exceeds available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, prospects, financial condition and results of operations. Furthermore, litigation, regardless of its outcome, could result in substantial cost to us and divert management’s attention from our operations. Any contract liability claim or litigation against us could, therefore, have a material adverse effect on our business, prospects, financial condition and results of operations. In addition, some of our products and services are business-critical for our financing source customers, and a failure or inability to meet a customer’s expectations could seriously damage our reputation and affect our ability to retain existing business or attract new business.

We have made strategic acquisitions in the past and intend to do so in the future. If we are unable to find suitable acquisitions or partners or to achieve expected benefits from such acquisitions or partnerships, there could be a material adverse effect on our business, prospects, financial condition and results of operations.

      Since 2001, we have acquired eight businesses. As part of our ongoing business strategy to expand product offerings and acquire new technology, we frequently engage in discussions with third parties regarding, and enter into agreements relating to, possible acquisitions, strategic alliances and joint ventures. There may be significant competition for acquisition targets in our industry, or we may not be able to identify suitable acquisition candidates or negotiate attractive terms for acquisitions. If we are unable to identify future acquisition opportunities, reach agreement with such third parties or obtain the financing necessary to make such acquisitions, we could lose market share to competitors who are able to make such acquisitions, which could have a material adverse effect on our business, prospects, financial condition and results of operations.

      Even if we are able to complete acquisitions or enter into alliances and joint ventures that we believe will be successful, such transactions are inherently risky. Significant risks to these transactions include the following:

•  integration and restructuring costs, both one-time and ongoing;

•  maintaining sufficient controls, policies and procedures;

•  diversion of management’s attention from ongoing business operations;

•  establishing new informational, operational and financial systems to meet the needs of our business;

•  losing key employees;

•  failing to achieve anticipated synergies, including with respect to complementary products or services; and

•  unanticipated and unknown liabilities.

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      If we are not successful in completing acquisitions in the future, we may be required to reevaluate our acquisition strategy. We also may incur substantial expenses and devote significant management time and resources in seeking to complete acquisitions. In addition, we could use substantial portions of our available cash, including a portion of the net proceeds from this offering, to pay all or a portion of the purchase prices of future acquisitions.

Any acquisitions that we complete may dilute your ownership interest in us, may have adverse effects on our business, prospects, financial condition and results of operations and may cause unanticipated liabilities.

      Future acquisitions may involve the issuance of our equity securities as payment, in part or in full, for the businesses or assets acquired. Any future issuances of equity securities would dilute your ownership interests. Future acquisitions may also decrease our earnings or earnings per share and the benefits derived by us from an acquisition might not outweigh or might not exceed the dilutive effect of the acquisition. We also may incur additional indebtedness or suffer adverse tax and accounting consequences in connection with any future acquisitions. We incurred indebtedness to finance our recent acquisitions of Chrome, NAT and ALG and will incur significant interest expense until that indebtedness is repaid. In addition, our depreciation and amortization expense will increase materially as a result of the Chrome, NAT and ALG acquisitions, which were each recorded under the purchase method of accounting. See “Unaudited Combined Condensed Pro Forma Financial Information.” Future acquisitions may have similar or other adverse effects on our business, prospects, financial condition and results of operations.

We may not successfully integrate recent or future acquisitions.

      The integration of the Chrome, NAT and ALG acquisitions involves a number of risks and presents financial, managerial and operational challenges. In particular, we may have difficulty, and may incur unanticipated expenses related to, integrating management and personnel from Chrome, NAT and ALG with our management and personnel. Chrome and ALG earn revenue from the data they collect and generate in their respective businesses. If we are unable to integrate or sell such data in our other products and services, we will not be able to fully realize the business synergies we anticipate from these acquisitions. Several pre-existing customers of Chrome and ALG are also competitors or affiliates of competitors of ours. Some of these customers may elect to find alternative vendors instead of doing business with an affiliate of a competitor. For example, Chrome is party to a contract with General Motors Corporation, an affiliate of General Motors Acceptance Corporation, which has an ownership interest in RouteOne, that expires in 2006. For the year ended December 31, 2004 and the three months ended March 31, 2005, Chrome generated $6.5 million and $1.5 million, respectively, in revenue from General Motors Corporation pursuant to this contract. There can be no assurance that General Motors will renew this contract upon its expiration. Failure to successfully integrate the acquisitions of Chrome, NAT, ALG or any future acquisitions we may make, may have a material adverse effect on our business, prospects, financial condition and results of operations.

Restrictive covenants in our credit facilities may restrict our ability to pursue our business strategies.

      Our credit facilities contain restrictive covenants that limit our ability and our existing or future subsidiaries’ abilities, among other things, to:

•  access our, or our existing or future subsidiaries’, cash flow and value and, therefore, to pay interest and/or principal on our other indebtedness or to pay dividends on our common stock;

•  incur additional indebtedness;

•  issue preferred stock;

•  pay dividends or make distributions in respect of our, or our existing or future subsidiaries’, capital stock or to make certain other restricted payments or investments;

•  sell assets, including our capital stock;

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•  enter into sale and leaseback transactions;

•  agree to payment restrictions;

•  consolidate, merge, sell or otherwise dispose of all or substantially all of our or the applicable subsidiary’s assets;

•  enter into transactions with our or the applicable subsidiary’s affiliates;

•  incur liens; and

•  designate any of our, or the applicable subsidiary’s, future subsidiaries as unrestricted subsidiaries.

      In addition, our credit facilities include other and more restrictive covenants and prohibit our subsidiaries from prepaying our other indebtedness while indebtedness under our credit facilities is outstanding. The agreements governing our credit facilities also require us and our subsidiaries to achieve specified financial and operating results and maintain compliance with specified financial ratios on a consolidated basis. Our and our subsidiaries’ ability to comply with these ratios may be affected by events beyond our control.

      The restrictions contained in the agreements governing our credit facilities could limit our ability to plan for or react to market conditions or meet capital needs or otherwise restrict our activities or business plans and adversely affect our ability to finance our operations, strategic acquisitions, investments or alliances or other capital needs or to engage in other business activities that would be in our interest.

      A breach of any of these restrictive covenants or our inability to comply with the required financial ratios could result in a default under the agreements governing our credit facilities. If a default occurs, the lenders under our credit facilities may elect to declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable or prevent our subsidiaries from making distributions to us in order for us to make payments on our indebtedness, either of which could result in an event of default under such indebtedness. The lenders will also have the right in these circumstances to terminate any commitments they have to provide further borrowings. If we are unable to repay outstanding borrowings when due, the lenders under our credit facilities will also have the right to proceed against the collateral, including our available cash, granted to them to secure the indebtedness. If the indebtedness under our credit facilities were to be accelerated, we can make no assurances that our assets would be sufficient to repay in full that indebtedness and our other indebtedness. See “Description of Our Credit Facilities.”

We are dependent on our key management, direct sales force and technical personnel for continued success.

      We have grown significantly in recent years, and our management remains concentrated in a small number of key employees. Our future success depends to a significant extent on our executive officers and key employees, including members of our direct sales force and technology staff, such as our software developers and other senior technical personnel. We rely primarily on our direct sales force to sell subscription products and services to automotive dealers. We may need to hire additional sales, customer service, integration and training personnel in the near-term and beyond if we are to achieve revenue growth in the future. The loss of the services of any of these individuals or group of individuals could have a material adverse effect on our business, prospects, financial condition and results of operations.

      Competition for qualified personnel in the technology industry is intense and we compete for these personnel with other technology companies that have greater financial and other resources than we do. Our future success will depend in large part on our ability to attract, retain and motivate highly qualified personnel, and there can be no assurance that we will be able to do so. Any difficulty in hiring needed personnel could have a material adverse effect on our business, prospects, financial condition and results of operations.

If we fail to effectively manage our growth, our financial results could be adversely affected.

      We have expanded our operations rapidly in recent years. For example, net revenue increased from $11.7 million for the year ended December 31, 2002 to $38.7 million for the year ended December 31, 2003

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and $70.0 million for the year ended December 31, 2004. Our growth may place a strain on our management team, information systems and other resources. Our ability to successfully offer products and services and implement our business plan requires adequate information systems and resources and oversight from our senior management. We will need to continue to improve our financial and managerial controls, reporting systems and procedures as we continue to grow and expand our business. As we grow, we must also continue to hire, train, supervise and manage new employees. We may not be able to hire, train, supervise and manage sufficient personnel or develop management and operating systems to manage our expansion effectively. If we are unable to manage our growth, our business, prospects, financial condition and results of operations could be adversely affected.

Claims that we or our technologies infringe upon the intellectual property or other proprietary rights of a third party may require us to incur significant costs, enter into royalty or licensing agreements or develop or license substitute technology.

      We may in the future be subject to claims that our technologies in our products and services infringe upon the intellectual property or other proprietary rights of a third party. In addition, the vendors providing us with technology that we use in our own technology could become subject to similar infringement claims. Although we believe that our products and services do not infringe any intellectual property or other proprietary rights, we cannot assure you that our products and services do not, or that they will not in the future, infringe intellectual property or other proprietary rights held by others. Any claims of infringement could cause us to incur substantial costs defending against the claim, even if the claim is without merit, and could distract our management from our business. Moreover, any settlement or adverse judgment resulting from the claim could require us to pay substantial amounts, or obtain a license to continue to use the products and services that is the subject of the claim, and/or otherwise restrict or prohibit our use of the technology. There can be no assurance that we would be able to obtain a license on commercially reasonable terms from the third party asserting any particular claim, if at all, that we would be able to successfully develop alternative technology on a timely basis, if at all, or that we would be able to obtain a license from another provider of suitable alternative technology to permit us to continue offering, and our customers to continue using, the products and services. In addition, we generally provide in our customer agreements for certain products and services that we will indemnify our customers against third-party infringement claims relating to technology we provide to those customers, which could obligate us to pay damages if the products and services were found to be infringing. Infringement claims asserted against us, our vendors or our customers may have a material adverse effect on our business, prospects, financial condition and results of operations.

We may need additional capital in the future, which may not be available to us, and if we raise additional capital, it may dilute your ownership in us.

      We may need to raise additional funds through public or private debt or equity financings in order to meet various objectives, such as:

•  acquiring businesses, technologies, products and services;

•  taking advantage of growth opportunities, including more rapid expansion;

•  making capital improvements to increase our capacity;

•  developing new services or products; and

•  responding to competitive pressures.

      Any debt incurred by us could impair our ability to obtain additional financing for working capital, capital expenditures or further acquisitions. Covenants governing any debt we incur would likely restrict our ability to take specific actions, including our ability to pay dividends or distributions on, or redeem or repurchase, our capital stock, enter into transactions with affiliates, merge, consolidate or sell our assets or make capital expenditure investments. In addition, the use of a substantial portion of the cash generated by our operations to cover debt service obligations and any security interests we grant on our assets could limit our financial and business flexibility.

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      Any additional capital raised through the sale of equity or convertible debt securities may dilute your ownership percentage in us. Furthermore, any additional debt or equity financing we may need may not be available on terms favorable to us, or at all. If future financing is not available or is not available on acceptable terms, we may not be able to raise additional capital, which could significantly limit our ability to implement our business plan. In addition, we may issue securities, including debt securities, that may have rights, preferences and privileges senior to our common stock.

Our future success depends substantially on continued growth in the use of the Internet by automotive dealers and the indirect automotive finance industry.

      The Internet is a relatively new commercial marketplace for automotive dealers, particularly for their finance and insurance department managers, and may not continue to grow. The market for web-based automotive finance is rapidly evolving and the ultimate demand for and market acceptance of web-based automotive finance remains uncertain. Market acceptance of Internet automotive financing depends on financing sources’ and dealers’ willingness to use the Internet for general commercial and financial services transactions. Other critical issues concerning the commercial use of the Internet, including reliability, cost, ease of use and access and quality of service, may also impact the growth of Internet use by financing sources and dealers. Consequently, web-based automotive financing may not become as widely accepted as traditional methods of financing and electronic contracting may not become as widely accepted as paper contracting. In either case our business, prospects, financial condition and results of operations could be materially adversely affected. If Internet use by automotive dealers and financing sources does not continue to grow, dealers may revert to traditional methods of communication with financing sources, such as the fax machine, and thus, our business, prospects, financial condition and results of operations could be materially adversely affected.

      Additionally, to the extent the Internet’s technical infrastructure or security concerns adversely affect its growth, our business, prospects, financial condition and results of operations could be materially adversely affected. The Internet could also lose its commercial viability due to delays in the development or adoption of new standards and protocols required to handle increased levels of activity or due to increased governmental regulation. Changes in or insufficient availability of telecommunication services could produce slower response times and adversely affect Internet use.

Economic, political and market factors beyond our control could reduce demand for our products and services.

      The indirect automotive retail finance industry is risky and volatile and is directly affected by many national and international factors beyond our control. Any of these factors may cause a substantial decline in credit application processing volume and demand for our other transaction and subscription products and services. These events could have a material adverse effect on our business, prospects, financial condition and results of operations. These factors include:

•  economic and political conditions in the United States and elsewhere;

•  concerns over inflation and weakening consumer confidence levels;

•  the level and volatility of interest rates; and

•  legislative and regulatory changes.

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Risks Relating to this Offering

Risks relating to transactions and relationships with certain of our stockholders, the underwriters and their respective affiliates.

We are dependent on certain of our financing source customers. Several affiliates of these financing source customers are selling stockholders and an affiliate of one such selling stockholder is acting as an underwriter in this offering.

      We have historically earned a substantial portion of our total revenue from certain financing sources, affiliates of which are selling stockholders in this offering. See “Risk Factors — Risks Relating to Our Business — We are dependent on several of our customers that are affiliates of our stockholders.” In addition, we rely on our financing source customers to receive credit application and electronic contracting data from automotive dealers through our network. Five of these stockholders — ACF Investment Corp., Capital One Auto Finance, Inc., J.P. Morgan Partners (23A SBIC), LLC, Wells Fargo Small Business Investment Company, Inc. and WFS Web Investments — which are affiliates of certain of our financing source customers, have a right to appoint a member of our board of directors that will terminate upon the completion of this offering. None of these financing source customers are contractually or otherwise obligated to continue to use our network exclusively. Reduced involvement in our affairs by these financing sources after this offering due to their affiliates’ loss of a right to designate a member of our board of directors, or the reduction in the level of their affiliates’ equity ownership as a result of these affiliates selling shares of our common stock either as a part of or following the completion of this offering, may cause them to reduce or discontinue their use of our network and other services. This could negatively impact the use of our network by our other financing source and dealer customers. The loss of, or a significant reduction of, participation in our network by these financing source customers may have a material adverse effect on our business, prospects, financial condition and results of operations.

      Our financing source customers continue to receive credit applications and purchase retail installment sales and lease contracts directly from their dealer customers through traditional indirect financing methods, including via facsimile and other electronic means of communication, in addition to through our network. Many of our financing source customers are involved in other ventures as participants and/or as equity holders, and such ventures or newly created ventures may compete with us and our network now and in the future.

      Consortia have developed competing networks to ours, some of which are owned by various financing sources. These competing networks may offer some features that we do not currently offer. Furthermore, our financing source customers have made, and may in the future continue to make, investments in businesses that directly or indirectly compete with us, including, either individually or collectively, organizing or investing in separate companies similar to us for the purpose of competing with us or pursuing corporate opportunities that might be attractive to us. Accordingly, there can be no assurance that such financing source customers’ primary commitments will not be to one of our competitors.

      Currently, we process a substantial majority of the collective indirect automotive finance credit application volume for our financing source customers. Any reduction in the use of our network by our financing source customers would reduce the number of financing alternatives available to our dealer customers and could reduce our dealer customers’ use of our network. The occurrence of any of the foregoing may have a material adverse effect on our business, prospects, financial condition and results of operations.

Several of our financing source customers or their affiliates will beneficially own, in the aggregate, a significant portion of our outstanding common stock upon the completion of this offering. These customers may have strategic interests that differ from those of our other stockholders.

      Upon completion of this offering, several of our financing source customers or their affiliates will beneficially own, in the aggregate, approximately           % of our outstanding common stock (or approximately           % of our common stock if the underwriters’ over-allotment option to purchase additional shares is exercised in full). These financing source customers may have strategic interests that are different from ours

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and those of our other stockholders. For example, in their capacity as financing source customers, they would presumably favor lower credit application and electronic contracting fees. Furthermore, as participants, or potential participants, of competitive networks, they may decide to direct some or all of their business to one or more of our competitors. While these actions, if taken, would presumably reduce our revenue and our market capitalization, and, therefore, the value of their ownership position in us, there can be no assurance that they will not decide to take such actions for their own strategic or other reasons.

      We are not a party to any voting agreement with any of our stockholders, other than voting agreements that terminate upon the completion of this offering, and are not aware of any voting agreements among our financing source customers; however, they may enter into a voting agreement in the future or otherwise vote in a similar manner. To the extent that all of these financing source customers or their affiliates vote similarly, they will be able to determine decisions requiring approval by our stockholders. As a result, they or their affiliates may be able to:

•  control the composition of our board of directors through their ability to nominate directors and vote their shares to elect them;

•  control our management and policies; and

•  determine the outcome of significant corporate transactions, including changes in control that may be beneficial to other stockholders.

      As a result of these factors, we may be less likely to enter into relationships with competitors of our stockholders, which could impede our ability to expand our business and strengthen our competitive position. Furthermore, these factors could also limit stockholder value by preventing a change in control or sale of us.

A license agreement we have with a financing source customer that is also an affiliate of an underwriter in this offering restricts our ability to utilize the technology licensed under this agreement beyond the automotive finance industry.

      An affiliate of JPMorgan claims certain proprietary rights with respect to certain limited technology developed as of February 1, 2001. We have an exclusive, perpetual, irrevocable, royalty-free license throughout the world to use this technology in connection with the sale, leasing and financing of automobiles only, and the right to market, distribute and sub-license this technology solely to automotive dealerships, consumers and financing sources in connection with the sale, leasing and financing of automobiles only. The license agreement defines “automobile” as a passenger vehicle or light truck, snowmobiles, recreational vehicles, motorcycles, boats and other watercraft and commercial vehicles and excludes manufactured homes. We are limited in our ability to utilize the licensed technology beyond the automotive finance industry.

We intend to use a portion of the net proceeds of this offering to repay the term loan under our credit facilities entered into with several affiliates of the underwriters.

      Prior to the completion of this offering, an affiliate of JPMorgan owned more than 10% of our outstanding equity securities. In addition, we expect to use the net proceeds of this offering to repay the term loan under our credit facilities entered into with several affiliates of the underwriters. Therefore, these affiliates will receive a portion of the proceeds to us from this offering. See “Use of Proceeds.” Accordingly, this offering is being made in compliance with Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. William Blair & Company, L.L.C. (“Blair”) has assumed the responsibilities of acting as a “qualified independent underwriter.” In such role, Blair has performed a due diligence investigation of us and participated in the preparation of this prospectus and the registration statement. The offering price of the shares of common stock will be no higher than the price recommended by Blair. See “Underwriting.”

The price of our common stock may be volatile.

      During the past several years, technology stocks listed on The NASDAQ National Market have experienced high levels of volatility and significant declines in value from their historic highs. The trading price of our common stock following this offering may fluctuate substantially. The price of the common stock

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that will prevail in the market after this offering may be higher or lower than the price you pay, depending on many factors, some of which are beyond our control and may not be related to our operating performance. The fluctuations could cause you to lose part or all of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock include, but are not limited to:

•  price and volume fluctuations in the overall stock market from time to time;

•  significant volatility in the market price and trading volume of companies in our industry;

•  actual or anticipated changes in our earnings or fluctuations in our operating results or in the expectations of securities analysts;

•  general economic conditions and trends;

•  major catastrophic events;

•  loss of one or more significant customers or strategic alliances;

•  sales of large blocks of our stock;

•  failure or disruption of our network;

•  developments or disputes concerning our patents or other proprietary rights;

•  significant acquisitions, strategic alliances, joint ventures or capital commitments by us or our competitors;

•  legal or regulatory matters, including legal decisions affecting the indirect automotive finance industry or involving the enforceability or order of priority of security interests of electronic chattel paper affecting our electronic contracting product; and

•  additions or departures of key employees.

      In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Due to the potential volatility of our stock price, we may therefore be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

If there are substantial sales of our common stock, our stock price could decline.

      If our stockholders sell large numbers of shares of our common stock or the public market perceives that stockholders might sell shares of common stock, the market price of our common stock could decline significantly. All of the shares being sold in this offering will be freely tradable without restriction or further registration under the U.S. federal securities laws, unless purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

      As of the date of this prospectus, after giving effect to this offering, we will have outstanding                      shares of common stock. The shares of common stock being sold in this offering may be resold in the public market immediately. The remaining                      shares, or           % of our outstanding shares after this offering, are currently restricted as a result of the application of securities laws or by virtue of lock-up agreements entered into with the underwriters in connection with this offering, but may be sold in the near future as set forth below.

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Number of Shares and % of Total Outstanding	Date Available for Sale into Public Market
shares, or   %	Beginning 90 days after the date of this prospectus, depending on the applicable requirements of the federal securities laws.
shares, or   %	Beginning 180 days after the date of this prospectus due to lock-up agreements between the holders of these shares and the underwriters. However, JPMorgan and Lehman Brothers may waive the provisions of these lock-up agreements and allow these stockholders to sell their shares prior to the expiration of the 180-day lock-up period.

      Upon completion of this offering, subject to certain conditions, holders of an aggregate of approximately                      shares of common stock will have rights with respect to the registration of these shares of common stock with the Securities and Exchange Commission. If we register their shares of common stock following the expiration of their lock-up agreements entered into with the underwriters, they may sell these shares in the public market.

      Promptly following completion of this offering, we intend to register approximately 5,729,396 shares of common stock that are authorized for issuance under our stock plans. As of May 31, 2005, 3,550,446 shares were issuable upon exercise of outstanding options. Additionally, we intend to register approximately 1,500,000 shares of common stock that are authorized for issuance under our employee stock purchase plan. Once we register the shares authorized for issuance under our stock plans, they may be freely sold in the public market upon issuance, subject to the lock-up agreements referred to above and the restrictions imposed on our affiliates under Rule 144 under the Securities Act.

If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution in the book value of your shares.

      The assumed initial public offering price is substantially higher than the net tangible book value per share of our common stock. If you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds the net tangible book value per share of our common stock. Investors purchasing common stock in this offering will incur immediate and substantial dilution of $           per share, based on an assumed initial public offering price of $           per share. Further, investors purchasing common stock in this offering will contribute approximately           % of the total amount invested by stockholders since our inception, but will own only approximately           % of the shares of common stock outstanding. This dilution is due in large part to the fact that our earlier investors paid substantially less than the price of the shares being sold in this offering when they purchased their shares of our capital stock. You will experience additional dilution upon the exercise of stock options to purchase common stock and the issuance of restricted stock to our employees under our stock plans. In addition, we may utilize our common stock as consideration to fund future acquisitions, which could cause you to experience further dilution. See “Dilution.”

We have broad discretion in the use of a significant portion of the proceeds of this offering.

      A portion of the net proceeds that we receive from this offering will be used to repay the term loan under our credit facilities and the remainder, or “excess proceeds,” as determined by management in its sole discretion, will be used for general corporate purposes including working capital and capital expenditures, as well as for the possible acquisition of or investment in, companies, technologies, products, services or assets that we believe are complementary to our current or future business. However, we have not determined the specific allocation of the excess proceeds among the various uses described in this prospectus. Our management will have broad discretion over the use and investment of the excess proceeds, and, accordingly, investors in this offering will need to rely upon the judgment of our management with respect to the use of the excess proceeds, with only limited information concerning management’s specific intentions. See “Use of Proceeds.”

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Insiders will continue to have substantial control over us after this offering and could limit your ability to influence the outcomes of key transactions, including a change of control.

      Our stockholders that own more than 5% of our equity securities, directors and executive officers, and entities affiliated with them, beneficially owned approximately 92.0% of the outstanding shares of our equity securities as of May 31, 2005, and will beneficially own approximately           % of the outstanding shares of our common stock after this offering. Accordingly, these principal stockholders, directors and executive officers, and entities affiliated with them, if acting together, may be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

The requirements of being a public company may strain our resources and distract management.

      As a public company, we will incur significant legal, accounting, corporate governance and other expenses that we did not incur as a private company. We will be subject to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the NASDAQ Stock Market and other rules and regulations. These rules and regulations may place a strain on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. Sarbanes-Oxley requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We currently do not have an internal audit group. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on our business, prospects, financial condition and results of operations. In addition, we will need to hire additional legal and accounting staff with appropriate public company experience and technical accounting knowledge and we cannot assure you that we will be able to do so in a timely fashion.

      These rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Some provisions in our certificate of incorporation and by-laws may deter third parties from acquiring us.

      Our fifth amended and restated certificate of incorporation and our amended and restated by-laws contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors, including, but not limited to, the following:

•  our board of directors is classified into three classes, each of which serves for a staggered three-year term;

•  only our board of directors may call special meetings of our stockholders;

•  we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;

•  our stockholders have only limited rights to amend our by-laws; and

•  we require advance notice for stockholder proposals.

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      These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

      In addition, we are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between a publicly-held Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock, for a three-year period following the date that such stockholder became an interested stockholder. Section 203 could have the effect of delaying, deferring or preventing a change in control of our company that our stockholders might consider to be in their best interests.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “will,” “would” or the negative of such terms or other comparable terms or similar expressions. These statements are only predictions. You should not place undue reliance on these forward-looking statements. Actual events or results may differ materially from the plans. In evaluating these statements, you should specifically consider various important factors, including the risks outlined under “Risk Factors.” These factors may cause our actual results to differ materially from any forward-looking statement.

      Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or strategic alliances we may make. Except as may be required under the federal securities laws, we are under no duty to update any of the forward-looking statements after the date of this prospectus to conform such statements to actual results.

MARKET AND INDUSTRY DATA

      In this prospectus, we rely on and refer to information and statistics regarding the industries and the markets in which we compete. We obtained this information and these statistics from various third-party sources. We believe that these sources and the estimates contained therein are reliable, but have not independently verified them. Such information involves risks and uncertainties and is subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus.

REGISTERED TRADEMARKS

      We own federal registrations for several trademarks and service marks, including Dealer Track®, ALG®, Automotive Lease Guide®, The Chrome Standard®, Credit Connection®, CreditOnline® and PC CARBOOK®. We have applied for U.S. federal registrations for several marks and continue to register other trademarks and service marks as they are created. We believe we have the rights to trademarks and service marks that we use in conjunction with the operation of our business. This prospectus contains trade names, trademarks and service marks of other companies. These trade names, trademarks and service marks appearing in this prospectus are the property of their respective holders. We do not intend our use or display of other parties’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of, these other parties.

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USE OF PROCEEDS

      We estimate that the net proceeds to us from the sale of the primary shares of common stock in this offering will be approximately $           million, assuming an initial public offering price of $           per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise the over-allotment option, in full, we estimate that the net proceeds to us from such exercise will be approximately $           million. We will not receive any of the proceeds from the sale of the shares by the selling stockholders.

      We are required to use up to 25% of the net offering proceeds to repay the $25.0 million term loan under our credit facilities and will use the remainder for general corporate purposes, including working capital and capital expenditures. In addition, we believe opportunities may exist to expand our current business through strategic alliances and select acquisitions and we may use a portion of the net proceeds for the acquisition of, or investment in, companies, technologies, products, services or assets that we believe complement our current or future business. We currently do not have any definitive agreement in place with respect to any significant acquisitions or investments. However, we regularly engage in discussions with respect to potential transactions.

      Pending use of the net proceeds as described above, we intend to invest the net proceeds of this offering in short-term, marketable securities.

      The term loan under our credit facilities matures on April 15, 2010. As of May 31, 2005, the term loan bore interest at an effective rate of 5.0%. We used the proceeds of the term loan to fund a portion of the Chrome, NAT and ALG acquisitions. For additional information on our credit facilities, see “Description of Our Credit Facilities.”

      The affiliates of the underwriters that are lenders under our credit facilities will receive a portion of the proceeds to us from this offering, which will be used to repay the term loan in an amount proportional to each lender’s respective outstanding loan amounts under the term loan. See “Underwriting.”

DIVIDEND POLICY

      We have never declared or paid any cash dividends on our common stock. We currently intend to retain earnings, if any, to finance the growth and development of our business and we do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of operations, general business condition, restrictions contained in current or future debt agreements and other factors our board of directors deems relevant. The terms of our credit facilities also restrict us from paying cash dividends on our common stock under certain circumstances. See “Description of Our Credit Facilities.”

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CAPITALIZATION

      The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2005 on:

•  an actual basis;

•  a pro forma basis giving effect to: (i) the acquisitions of Chrome and ALG and (ii) the closing of our credit facilities and the initial borrowings thereunder; and

•  a pro forma basis, as adjusted to reflect: (i) the issuance and sale of                      shares of common stock upon completion of this offering at an assumed initial public offering price of $           per share; (ii) the automatic conversion of our redeemable convertible participating preferred stock into an aggregate of 26,397,721 shares of common stock upon the completion of this offering; (iii) the filing of our fifth amended and restated certificate of incorporation to increase the number of our authorized capital stock to 175 million shares of common stock and 10 million shares of preferred stock and (iv) the application of the net proceeds of this offering to repay borrowings under the term loan of our credit facility.

      You should read the following table together with “Unaudited Combined Condensed Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

				As of March 31, 2005
				(unaudited)
										Pro Forma,
				Actual			Pro Forma			as Adjusted
				(In thousands, except share and
				per share data)
Cash and cash equivalents				$	18,680		$	8,556		$
Total debt:
Credit facilities:
	Revolving credit facility(1)				—			23,500
	Term loan facility				—			25,000
Capital lease obligations					754			754
		Total debt			754			49,254
Redeemable convertible participating preferred stock (2)					72,226			72,226
Stockholders’ (deficit) equity:
Preferred stock, par value $0.01 per share; no shares authorized and outstanding actual; no shares authorized and outstanding pro forma; 10,000,000 shares authorized, no shares outstanding pro forma, as adjusted					—			—
Common stock, par value $0.01 per share; 30,000,000 shares authorized, 522,740 outstanding actual; 30,000,000 shares authorized, 522,740 outstanding pro forma; 175,000,000 shares authorized and            shares outstanding, pro forma, as adjusted					5			5
Additional paid-in-capital					9,420			9,420
Deferred stock-based compensation					(3,252	)		(3,252	)
Accumulated other comprehensive income					91			91
Accumulated deficit					(22,965	)		(22,965	)
		Total stockholders’ (deficit) equity			(16,701	)		(16,701	)
			Total capitalization	$	56,279		$	104,779		$

(1)	Total availability under our revolving credit facility will be $25.0 million on a pro forma, as adjusted basis.
(2)	Consists of our series A preferred stock, series A-1 preferred stock, series A-2 preferred stock, series B preferred stock, series B-1 preferred stock, series C preferred stock, series C-1 preferred stock, series C-2 preferred stock and series C-3 preferred stock.

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DILUTION

      As of March 31, 2005, our net tangible book value was $28.2 million, or $53.96 per share. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding before giving effect to this offering and the conversion of all outstanding shares of our redeemable convertible participating preferred stock.

      After giving effect to our sale of                     primary shares of common stock in this offering, at an assumed initial public offering price of $           per share (the mid-point of the price range set forth on the cover page of this prospectus), less estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the anticipated application of the proceeds from the offering, our net tangible book value as of March 31, 2005 would have been approximately $          , or $           per share. This represents an immediate increase in net tangible book value per share of $          to existing stockholders and immediate dilution in net tangible book value of $           per share to new investors purchasing our common stock in the offering at the assumed initial public offering price. Dilution per share to new investors is determined by subtracting net tangible book value per share after this offering from the initial public offering price per share paid by a new investor. The following table illustrates the per share dilution without giving effect to the over-allotment option granted to the underwriters:

		As of
		March 31,		Pro Forma,
		2005		as Adjusted
Assumed initial public offering price per share				$
	Net tangible book value per share as of March 31, 2005	$	53.96
	Increase in net tangible book value per share attributable to new investors purchasing shares in this offering
	Increase in net tangible book value per share attributable to conversion of all outstanding shares of redeemable convertible participating preferred stock
Net tangible book value per share after the offering
Dilution in net tangible book value per share to new investors				$

      If the underwriters exercise their over-allotment option in full, the net tangible book value per share after the offering would be $           per share, the increase in net tangible book value per share to existing stockholders would be $           per share and the dilution in net tangible book value to new investors would be $           per share.

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      The following table gives effect to the conversion of all outstanding shares of redeemable convertible participating preferred stock into shares of common stock and summarizes, as of March 31, 2005, the differences between the number of shares of common stock purchased from us, the total cash consideration paid and the average price per share paid by our existing stockholders and by new investors in this offering. We have used the initial public offering price of $           per share (the mid-point of the price range set forth on the cover page of this prospectus), and have not deducted the underwriting discounts and commissions and other expenses of the offering:

						Total Cash
	Shares Purchased					Consideration				Average
										Price
	Number		Percent			Amount	Percent			per Share
Existing stockholders		26,397,721			%	$			%	$
New investors
Total				100	%	$		100	%	$

      The share data in the table above are based on shares outstanding as of May 31, 2005 and excludes:

•  3,550,446 shares of common stock issuable upon exercise of outstanding stock options under our 2001 Stock Option Plan and 2005 Incentive Award Plan at a weighted average exercise price of $5.97 per share, of which 997,593 options were exercisable; and

•  2,178,950 shares of common stock reserved for future issuance under our 2005 Incentive Award Plan.

      If the underwriters’ over-allotment option is exercised in full, the following will occur:

•  the percentage of shares of common stock held by existing stockholders will decrease to approximately           % of the total number of shares of our common stock outstanding after this offering; and

•  the number of shares held by new investors will be increased to                     or approximately           % of the total number of shares of our common stock outstanding after this offering.

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UNAUDITED COMBINED CONDENSED PRO FORMA FINANCIAL INFORMATION

      The following unaudited combined condensed pro forma financial information has been derived by the application of pro forma adjustments to the historical consolidated financial statements of DealerTrack Holdings, Inc. and its subsidiaries included elsewhere in this prospectus. The unaudited combined condensed pro forma balance sheet as of March 31, 2005 gives pro forma effect to the Chrome and ALG acquisitions, and the closing of our credit facilities and the initial borrowings thereunder, as if each had occurred on March 31, 2005. The unaudited pro forma statement of operations for the three months ended March 31, 2005 gives pro forma effect to the Chrome and ALG acquisitions, and the consummation of our credit facilities, as if each had occurred on January 1, 2004. The unaudited combined condensed pro forma statement of operations for the year ended December 31, 2004 gives pro forma effect to the LML, Chrome and ALG acquisitions, and the consummation of our credit facilities, as if each had occurred on January 1, 2004. The unaudited combined condensed pro forma balance sheet, as adjusted, as of March 31, 2005 gives pro forma effect to the Chrome and ALG acquisitions, the closing of our credit facilities and the initial borrowings thereunder, and this offering, including the application of proceeds therefrom, as if each occurred on March 31, 2005. The unaudited combined condensed pro forma statement of operations, as adjusted, for the fiscal year ended December 31, 2004 gives pro forma effect to the LML, Chrome and ALG acquisitions, the consummation of our credit facilities and this offering, including the application of proceeds therefrom (the “Transactions”), as if each had occurred on January 1, 2004. The unaudited combined condensed pro forma statement of operations, as adjusted, for the three months ended March 31, 2005 gives pro forma effect to the Chrome and ALG acquisitions, the consummation of our credit facilities and this offering, including the application of proceeds therefrom, as if each had occurred on January 1, 2004. We collectively refer to the adjustments relating to the LML, Chrome and ALG acquisitions, including the financing thereof, as the case may be, as the “Acquisition Adjustments” and the adjustments relating to this offering, including the use of proceeds therefrom, as the “Offering Adjustments.” The pro forma effect of the acquisition of GO BIG! Software, Inc. (“Go Big”) has not been included in the unaudited combined condensed pro forma financial information as it is not considered a significant acquisition. The adjustments, which are based upon available information and upon assumptions that management believes to be reasonable, are described in the accompanying notes. The unaudited combined condensed pro forma financial information is for informational purposes only and should not be considered indicative of actual results that would have been achieved had the Transactions actually been consummated on the dates indicated and does not purport to be indicative of results of operations as of any future date or for any future period.

      The unaudited combined condensed pro forma financial information reflects that the acquisitions were recorded under the purchase method of accounting. Under the purchase method of accounting, the total purchase price, including direct acquisition costs, is allocated to the net assets acquired based upon estimates of the fair value of those assets and liabilities. Any excess purchase price is allocated to goodwill. The preliminary allocation of the purchase price of the Chrome and ALG acquisitions was based upon an estimate of the fair value of the acquired assets and liabilities in accordance with Statement of Financial Accounting Standard (SFAS) No. 141, “Business Combinations.” Currently, we are completing a fair value assessment of the acquired assets, liabilities and identifiable intangibles for each of Chrome and ALG and at the conclusion of the valuations, the purchase prices will be allocated accordingly.

      You should read our unaudited combined condensed pro forma financial information and the related notes hereto in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our historical consolidated financial statements and the related notes thereto, the historical consolidated financial statements of LML and the related notes thereto, the historical financial statements of Chrome and the related notes thereto and the historical combined financial statements of ALG and the related notes thereto, included elsewhere in this prospectus.

35

UNAUDITED COMBINED CONDENSED PRO FORMA BALANCE SHEET

As of March 31, 2005

									Pro Forma						Pro Forma, as Adjusted
		DealerTrack							Acquisition						Offering		Combined,
		Holdings, Inc.(1)			Chrome(1)		ALG(1)		Adjustments(2)			Combined			Adjustments		as Adjusted
		(Dollars in thousands)
ASSETS
Current assets		$	43,009		$	6,093	$	2,421	$	(16,385	)(a)	$	35,138		$		$
Property and equipment, net and software and website development costs, net			6,349			977		259		(171	)(b)		7,414
Intangibles, net			14,537			185		—		56,820	(c)		71,542			—
Goodwill			12,781			—		—		—			12,781			—
Other assets			1,220			—		1,080		(1,037	)(d)		1,263
	Total assets	$	77,896		$	7,255	$	3,760	$	39,227		$	128,138		$		$
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities		$	13,175		$	2,355	$	2,057	$	(2,673	)(e)	$	14,914		$		$
Deferred revenue			2,537			1,780		534		(2,314	)(f)		2,537
Long-term debt and capital lease obligations			754			3		—		48,500	(g)		49,257
Other long-term liabilities			5,905			—		—					5,905
Total redeemable convertible participating preferred stock			72,226			—		—					72,226
	Total stockholders’ (deficit) equity		(16,701	)		3,117		1,169		(4,286	)(h)		(16,701	)
	Total liabilities, redeemable convertible participating preferred stock and stockholders’ (deficit) equity	$	77,896		$	7,255	$	3,760	$	39,227		$	128,138		$		$

See accompanying notes to the unaudited combined condensed pro forma balance sheet.

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NOTES TO UNAUDITED COMBINED CONDENSED PRO FORMA BALANCE SHEET

(Dollars in thousands, except where noted otherwise)

      (1) Derived from the unaudited consolidated balance sheet of DealerTrack Holdings, Inc., the unaudited balance sheet of Chrome and the unaudited combined balance sheet of ALG, in each case, as of March 31, 2005.

      (2) The adjustments in this column reflect the acquisitions of substantially all the assets of Chrome and ALG for purchase prices (including estimated direct acquisition costs) of $20.3 million and $39.5 million, respectively, and the related borrowings under our credit facilities, as follows:

      (a) The components of pro forma adjustment (a) are as follows:

Proceeds borrowed from our credit facilities in connection with the Chrome and ALG acquisitions	$	48,500
Cash utilized in connection with the acquisition of Chrome		(20,325	)
Cash utilized and notes payable issued in connection with the acquisition of ALG		(39,522	)
Chrome purchase accounting adjustments in order to estimate the fair value of the assets acquired		(2,957	)
ALG purchase accounting adjustments in order to estimate the fair value of the assets acquired		(1,983	)
Adjustment for inter-company accounts receivable from us to ALG		(98	)
Total of adjustment(a)	$	(16,385	)

      (b) Pro forma adjustment (b) represents an estimated Chrome purchase accounting adjustment to write-down fixed assets to their estimated fair values.

      (c) The components of pro forma adjustment (c) are as follows:

Allocation of Chrome excess purchase price over fair value of assets acquired, assuming acquisition date of March 31, 2005 (adjusted from the estimates in Note (4) to reflect what the excess purchase price would have been as of March 31, 2005.)	$	17,706
Adjustment for Chrome intangibles that would not have been considered an acquired asset under purchase accounting		(150	)
Allocation of ALG excess purchase price over fair value of assets acquired, assuming acquisition date of March 31, 2005 (adjusted from the estimates in Note (4) to reflect what the excess purchase price would have been as of March 31, 2005.)		39,264
Total of adjustment(c)	$	56,820

      (d) Pro forma adjustment (d) represents ALG’s investment in DealerTrack Holdings, Inc. capital stock that was not included in the assets acquired by us from ALG.

      (e) The components of pro forma adjustment (e) are as follows:

Adjustment for inter-company liability from us to ALG	$	(98	)
Adjustment to exclude Chrome’s legal settlement liability since it was not included in the liabilities assumed by us from Chrome		(1,000	)
Adjustment to exclude a note payable that ALG owes since it was not included in the liabilities assumed by us from ALG		(1,575	)
Total of adjustment(e)	$	(2,673	)

      (f) Pro forma adjustment (f) represents the purchase accounting adjustment to remove deferred revenue relating to both the Chrome and ALG acquisitions. Deferred revenue amounts related to Chrome and ALG were $1.8 million and $0.5 million, respectively.

      (g) Pro forma adjustment (g) represents the proceeds borrowed under our credit facilities in the amount of $48.5 million in connection with the Chrome and ALG acquisitions.

      (h) Pro forma adjustment (h) represents the elimination of the Chrome and ALG equity as we acquired substantially all the assets and assumed certain liabilities of those entities.

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UNAUDITED COMBINED CONDENSED PRO FORMA STATEMENT OF OPERATIONS

For the Year Ended December 31, 2004

													Pro Forma						Pro Forma, as Adjusted
	DealerTrack
	Holdings,												Acquisition						Offering	Combined,
	Inc.(1)			LML(2)			Chrome(2)			ALG(2)			Adjustments(3)			Combined			Adjustments	as Adjusted
	(Dollars in thousands, except per share data)
Net revenue	$	70,044		$	18,509		$	12,769		$	7,829		$	(16,979	)(4)	$	92,172		$	$
Cost of revenue		29,665			3,047			2,214			3,127			18,503	(5)		56,556
Product development		2,256			—			2,129			—			—			4,385
Selling, general and administrative		30,401			11,619			6,940			2,388			(1,547	)(6)		49,801
Interest and other income (expense), net		(61	)		(3,109	)		(8	)		(76	)		523	(7)		(2,731	)
Income (loss) before provision for income taxes		7,661			734			1,478			2,238			(33,412	)		(21,301	)
Benefit (provision) for income taxes		3,592			—			(34	)		—			(3,558	)(12)		—				—
Net income (loss)	$	11,253		$	734		$	1,444		$	2,238		$	(36,970	)	$	(21,301	)	$	$
Basic net income (loss) per share applicable to common stockholders	$	0.45														$	(529.63	) (13)		$
Weighted average shares outstanding		40,219															40,219	(13)
Diluted net income (loss) per share applicable to common stockholders	$	0.00														$	(529.63	) (13)		$
Weighted average shares outstanding assuming dilution		25,790,375															40,219	(13)

See accompanying notes to the unaudited combined condensed pro forma statements of operations.

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UNAUDITED COMBINED CONDENSED PRO FORMA STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2005

										Pro Forma						Pro Forma, as Adjusted
	DealerTrack
	Holdings,									Acquisition						Offering	Combined,
	Inc.(1)			Chrome(2)			ALG(2)			Adjustments(3)			Combined			Adjustments	as Adjusted
	(Dollars in thousands, except per share data)
Net revenue	$	23,271		$	2,999		$	1,960		$	(212	)(8)	$	28,018		$	$
Cost of revenue		8,403			608			600			4,549	(9)		14,160
Product development		767			649			—			—			1,416
Selling, general and administrative		10,485			2,195			665			(604	)(10)		12,741
Interest and other income (expense), net		13			5			(21	)		(606	)(11)		(609	)
Income (loss) before provision for income taxes		3,629			(448	)		674			(4,763	)		(908	)
Provision for income taxes		(1,560	)		(9	)		—			1,569	(12)		—
Net income (loss)	$	2,069		$	(457	)	$	674		$	(3,194	)	$	(908	)	$	$
Basic net income (loss) per share applicable to common stockholders	$	0.08											$	(1.77	) (13)		$
Weighted average shares outstanding		513,771												513,771	(13)
Diluted net income (loss) per share applicable to common stockholders	$	0.00											$	(1.77	) (13)		$
Weighted average shares outstanding assuming dilution		25,904,585												513,771	(13)

See accompanying notes to the unaudited combined condensed pro forma statements of operations.

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NOTES TO UNAUDITED COMBINED CONDENSED PRO FORMA

STATEMENTS OF OPERATIONS

(Dollars in thousands, except where noted otherwise)

      (1) Derived from the audited consolidated statement of operations for DealerTrack for the year ended December 31, 2004. Also, derived from the unaudited consolidated statement of operations for DealerTrack for the three months ended March 31, 2005.

      (2) Derived from the audited consolidated statement of operations for LML for the seven months ended July 31, 2004, the audited statement of operations for Chrome for the year ended December 31, 2004 and the audited combined statement of operations for ALG for the year ended December 31, 2004. Also, derived from the unaudited statement of operations for Chrome for the three months ended March 31, 2005 and the unaudited combined statement of operations for ALG for the three months ended March 31, 2005.

      (3) Our unaudited combined condensed pro forma statement of operations for the year ended December 31, 2004 is presented as if the LML acquisition had been completed on January 1, 2004. The unaudited combined condensed pro forma statement of operations for the year ended December 31, 2004 combines our results of operations and LML’s for the seven months ended July 31, 2004, as the results of operations related to the assets we acquired and liabilities we assumed from LML for the period August 1, 2004 to December 31, 2004 are already in the DealerTrack results of operations.

      On August 1, 2004, we acquired substantially all the assets and certain liabilities of LML. The aggregate purchase price was $13.1 million (including direct acquisition costs of $0.3 million) in cash. $8.0 million of the purchase price (excluding direct acquisition costs) was payable at closing and the remaining payments of $4.8 million are payable as follows: $1.0 million, $1.0 million, $1.5 million and $1.3 million are payable on the first, second, third and fourth anniversaries of the effective date, respectively. Under the terms of the purchase agreement, we have future payment obligations if certain contingency increases in dealer subscribers are met through July 2008. The additional purchase consideration, if any, will be recorded as additional goodwill on our consolidated balance sheet when the contingency is resolved. The LML acquisition was recorded under the purchase method of accounting, resulting in the total purchase price being allocated to the assets acquired and liabilities assumed according to their estimated fair market values at the date of acquisition as follows:

Current assets	$	177
Property and equipment		183
Intangible assets		10,140
Goodwill		8,089
Total assets acquired		18,589
Total liabilities assumed		(5,464	)
Net assets acquired	$	13,125

      We allocated amounts to intangible assets and goodwill based on independent fair value appraisals, which break down as follows: $7.2 million of the purchase price to customer contracts, $1.7 million to purchased technology and $1.2 million to a non-compete agreement. These intangibles are being amortized on a straight-line basis over two to five years based on each intangible’s estimated useful life. We also recorded $8.1 million in goodwill, which represents the remainder of the excess of the purchase price over the fair value of the net assets acquired.

      On May 10, 2005, we acquired substantially all the assets and certain liabilities of Chrome for a purchase price of $20.3 million (including direct acquisition costs of approximately $0.3 million) in cash. For the year ended December 31, 2004, Chrome had revenue of $12.8 million. The Chrome acquisition was recorded under the purchase method of accounting, resulting in the total purchase price being preliminarily allocated to the

40

NOTES TO UNAUDITED COMBINED CONDENSED PRO FORMA

STATEMENTS OF OPERATIONS — (Continued)

assets acquired and liabilities assumed according to their estimated fair market values at the date of acquisition as follows:

Current assets	$	2,518
Property and equipment		912
Intangible assets		17,754
Total assets acquired		21,184
Total liabilities assumed		(859	)
Net assets acquired	$	20,325

      Currently, we are completing a fair value assessment of the acquired assets, liabilities and identifiable intangibles and at the conclusion of the valuation the purchase price will be allocated accordingly.

      On May 25, 2005, we acquired substantially all the assets and certain liabilities of ALG for a purchase price of $39.5 million (including direct acquisition costs of approximately $0.3 million) in cash and notes payable to ALG. Additional contingent consideration of $11.3 million may be paid upon certain future increases in revenue of Automotive Lease Guide (ALG), Inc. and another subsidiary through December 2009. We did not acquire the equity interest in us owned by ALG as part of the acquisition and DJR US, LLC, which was formerly known as Automotive Lease Guide (alg), LLC, remains one of our stockholders. This acquisition was recorded under the purchase method of accounting, resulting in the total purchase price being preliminarily allocated to the assets acquired and liabilities assumed according to their estimated fair market values at the date of acquisition as follows:

Current assets	$	95
Property and equipment		259
Intangible assets		39,256
Total assets acquired		39,610
Total liabilities assumed		(88	)
Net assets acquired	$	39,522

      Currently, we are completing a fair value assessment of the acquired assets, liabilities and identifiable intangibles and at the conclusion of the valuation the purchase price will be allocated accordingly.

(4) The components of the pro forma adjustments to net revenue are as follows:

Reversal of LML factored revenue(a)	$	(14,456	)
Reversal of Chrome revenue(b)		(1,392	)
Reversal of ALG revenue(b)		(371	)
Elimination of intercompany revenue		(760	)
Total of adjustment (4)	$	(16,979	)

(a)

LML, subsequent to the execution of certain arrangements with its customers, transferred the rights to the payment streams under supply and licensing arrangements with finance companies at a discount. The amounts received from the transferred contracts were then recorded as collateralized borrowings. The outstanding balance is reduced as LML recognized the revenue from these contracts ratably over the contract period (typically greater than 12 months). As of the acquisition date, we assumed the liability of servicing the transferred contracts, but not the cash associated with the transferred contracts. Assuming that we had purchased LML on January 1, 2004, we would not have had the right to any of the revenue recognized subsequent to January 1, 2004 for contracts that were transferred prior to January 1, 2004.

(b)

Adjustments represent the reversal of revenue recognized by Chrome and ALG relating to cash that was received prior to January 1, 2004, as such we would not have the right to any of that revenue as we would have never collected any of the cash.

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NOTES TO UNAUDITED COMBINED CONDENSED PRO FORMA

STATEMENTS OF OPERATIONS — (Continued)

(5) The components of pro forma adjustment (5) are as follows:

Amortization expense for LML-acquired identifiable intangible assets using a three year life	$	2,044
Elimination of intercompany expense		(760	)
LML accrued servicing costs		(1,358	) (a)
Amortization expense for Chrome acquired identifiable intangible assets using a three year life		5,902
Amortization expense for ALG acquired identifiable intangible assets using a three year life		13,088
LML license royalties		(413	) (b)
Total of adjustment (5)	$	18,503

(a)	Adjustment represents the incremental cost that we will incur as it relates to servicing the transferred contracts noted above in 4(a). Assuming that we purchased LML on January 1, 2004, the assumed liability for such contracts would have been recorded in purchase accounting and the costs would not have been recorded in the income statement.
(b)	Adjustment represents a royalty expense that LML paid to a related party for the license of certain technology. Assuming that we acquired LML on January 1, 2004, we would not have incurred any royalty expense relating to the license of certain technology, as this technology was acquired from the related party under the purchase agreement.

(6) Represents the pro forma adjustments made to record depreciation and amortization expense assuming that we acquired LML, Chrome and ALG on January 1, 2004, coupled with the reversal of Chrome legal expenses related to a lawsuit not assumed by us under the purchase agreement.

(7) Adjustment represents interest expense relating to accounting for the transferred contracts noted above in 4(a) and outstanding amounts on a line of credit for LML. Assuming we acquired LML on January 1, 2004, we would not have had the line of credit and not have had the effects of accounting for such contracts. Additionally, this amount represents the addition of the estimated annual interest expense on the borrowings under our credit facilities.

(8) Primarily represents the elimination of intercompany revenue.

(9) Primarily represents the quarterly amortization expense of acquired identifiable intangibles related to the Chrome and ALG acquisitions, offset by the elimination of intercompany cost of revenue.

(10) Represents the pro forma adjustments made to record depreciation and amortization expense assuming that we acquired Chrome and ALG on January 1, 2004, coupled with the reversal of Chrome legal expenses related to a lawsuit not assumed by us under the purchase agreement.

(11) Adjustment represents the addition of the estimated quarterly interest expense on the borrowings under our credit facilities.

(12) Adjustments represent the elimination of the deferred tax benefit originally recognized in the year ended December 31, 2004 and the elimination of the tax provision originally recognized in the three months ended March 31, 2005, both entries are due to the pro forma loss before provision for income taxes.

(13) The combined pro forma net loss for the year ended December 31, 2004 and for the three months ended March 31, 2005 (unaudited) is not required to be allocated to our preferred stockholders for purpose of computing the combined pro forma net loss per share under the two-class method as our preferred stockholders do not have an obligation to share in our net loss. In addition, for the year ended December 31, 2004 and the three months ended March 31, 2005 (unaudited), the effect of the potential exercise of stock options and conversion of preferred stock was not considered in the diluted pro forma earnings per share calculation since it would have been antidilutive.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

      The selected historical consolidated financial data as of December 31, 2003 and 2004 and for each of the three years in the period ended December 31, 2004 have been derived from our consolidated financial statements and related notes thereto included in this prospectus, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. The selected historical consolidated financial data as of December 31, 2001 and December 31, 2002 and for the year ended December 31, 2001 have been derived from our audited consolidated financial statements and related notes thereto, which are not included in this prospectus, which have also been audited by PricewaterhouseCoopers LLP. The selected historical consolidated financial data as of March 31, 2005 and for each of the three-month periods ended March 31, 2004 and March 31, 2005 have been derived from our unaudited consolidated financial statements and related notes thereto included in this prospectus. These unaudited consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements. In the opinion of management, the unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

      We completed several acquisitions during the periods presented below, the operating results of which have been included in our historical results of operations from the respective acquisition dates. These acquisitions have significantly affected our revenue, results of operations and financial condition. Accordingly, the results of operations for the periods presented may not be comparable due to these acquisitions.

      The following data should be read in conjunction with “Unaudited Combined Condensed Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

															Three Months Ended
	Year Ended December 31,														March 31,
	2000(1)			2001			2002			2003			2004		2004		2005
	(unaudited)
															(unaudited)
	(In thousands, except per share amounts)
Consolidated Statements of Operations Data:
Net revenue	$	—		$	1,338		$	11,711		$	38,679		$	70,044	$	15,376	$	23,271
(Loss) income from operations		(1,304	)		(14,953	)		(16,954	)		(3,270	)		7,722		1,687		3,616
(Loss) income before provision for income taxes		(1,304	)		(14,919	)		(16,775	)		(3,217	)		7,661		1,678		3,629
Net (loss) income	$	(1,304	)	$	(14,919	)	$	(16,775	)	$	(3,289	)	$	11,253	$	1,465	$	2,069
Basic net (loss) income per share applicable to common stockholders(2)		—			—		$	(23,334.99	)	$	(1,000.30	)	$	0.45	$	0.07	$	0.08
Diluted net (loss) income per share applicable to common stockholders(2)		—			—		$	(23,334.99	)	$	(1,000.30	)	$	0.00	$	0.00	$	0.00
Average shares outstanding		—			—			1,009			3,288			40,219		13,689		513,771
Average shares outstanding assuming dilution		—			—			1,009			3,288			25,790,375		24,778,816		25,904,585
Pro forma basic net income per share (unaudited)(3)													$	0.43			$	0.08
Pro forma diluted net income per share (unaudited)(3)													$	0.41			$	0.08
Pro forma weighted average shares outstanding (unaudited)														26,437,940				26,911,492
Pro forma weighted average shares outstanding assuming dilution (unaudited)														27,422,969				27,537,179

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	As of December 31,
																As of
	2000(1)			2001			2002			2003			2004			March 31, 2005
	(unaudited)
	(unaudited)
	(In thousands)
Consolidated Balance Sheets Data:
Cash and cash equivalents	$	1,791		$	16,311		$	13,745		$	16,790		$	21,753		$	18,680
Working capital(4)		1,781			15,138			13,444			15,640			23,390			26,755
Total assets		2,434			34,746			25,865			46,643			76,681			77,896
Capital lease obligations		—			—			—			1,100			886			754
Total redeemable convertible participating preferred stock		—			46,002			53,226			72,226			72,226			72,226
Accumulated deficit		(1,304	)		(16,223	)		(32,997	)		(36,287	)		(25,034	)		(22,965	)
Total stockholders’ equity (deficit)		3,697			(13,594	)		(32,747	)		(33,608	)		(20,001	)		(16,701	)

(1)	We are a Delaware corporation formed in August 2001 in connection with the combination of DealerTrack, Inc., which commenced operations in February 2001, and webalg, inc., which commenced operations in April 2000. This combination was accounted for under the provisions of SFAS No. 141, which requires entities under common control to present the results of operations for those entities for the periods ended December 31, 2000 and December 31, 2001 as if the business combination occurred on April 1, 2000.
(2)	The basic and diluted earnings per share calculations include adjustments to net (loss) income relating to preferred dividends earned, but not paid, and net income amounts allocated to the participating preferred stockholders in order to compute net (loss) income applicable to common stockholders in accordance with SFAS No. 128, “Earnings per Share” and EITF 03-6, “Participating Securities and the Two-Class Method under FASB No. 128.” For more detail, please see Note 2 to our historical consolidated financial statements.
(3)	Pro forma basic and diluted net income per share have been computed to give effect, even if antidilutive, to the issuance of all shares issuable upon automatic conversion of the redeemable convertible participating preferred stock into common stock upon the completion of this offering on an as-if converted basis for the year ended December 31, 2004 and the three months ended March 31, 2005.
(4)	Working capital is defined as current assets less current liabilities.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes thereto included in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from management’s expectations. Certain factors that may cause such a difference, include, but are not limited to, those discussed under the section entitled “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements.”

Overview

      DealerTrack is a leading provider of on-demand software solutions for the automotive retail industry in the United States. We utilize the Internet to link automotive dealers with banks, finance companies, credit unions and other financing sources, and other service and information providers, such as the major credit reporting agencies. We have established a network of active relationships with over 20,000 automotive dealers, including over 80% of all franchised dealers; over 140 financing sources, including the 20 largest independent financing sources in the United States and eight captive financing sources; and a number of other service and information providers to the automotive retail industry. Our credit application processing product enables dealers to automate and accelerate the indirect automotive financing process by increasing the speed of communications between these dealers and their financing sources. We have leveraged our leading market position in credit application processing to address other inefficiencies in the automotive retail industry value chain. Our proven network of over 20,000 dealers provides a competitive advantage for distribution of our on-demand software and data solutions. Our integrated subscription-based software products and services enable our automotive dealer customers to receive valuable consumer leads, compare various financing and leasing options and programs, sell insurance and other aftermarket products, document compliance with certain laws and execute financing contracts electronically. In addition, we offer data and other products and services to various industry participants, including lease residual value and automobile configuration data.

Revenue

      Transaction Services Revenue. Transaction revenue consists of revenue earned from our financing source customers for each credit application or electronic contract submitted to them. Additionally, we earn transaction fees from dealers or credit report providers for each fee-bearing credit report accessed by dealers.

      Subscription Services Revenue. Subscription revenue consists of recurring fees paid to us by dealers (generally on a monthly basis) for use of our on-demand products and services, which enable those automotive dealer customers to obtain valuable consumer leads, compare various financing and leasing options and programs, sell insurance and other aftermarket products and execute financing contracts electronically.

      Over the last three years, we have derived an increasing percentage of our net revenue from subscription fees. For the year ended December 31, 2002, we derived approximately 3.5% of our net revenue from subscription fees, for the year ended December 31, 2003, we derived approximately 10.6% of our net revenue from subscription fees and for the year ended December 31, 2004, we derived approximately 24.3% of our net revenue from subscription fees. We expect that we will derive an increasing percentage of our net revenue from subscription fees in future years.

Cost of Revenue and Operating Expenses

      Cost of Revenue. Cost of revenue primarily consists of expenses related to running our network infrastructure (including Internet connectivity and data storage), customer training, depreciation associated with computer equipment, compensation and related benefits for network personnel, amounts paid to third parties pursuant to contracts under which a portion of certain revenue is owed to those third parties (“revenue share”), allocated overhead and amortization associated with capitalization of software. We allocate overhead such as rent and occupancy charges, employee benefit costs and non-network related depreciation expense to

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all departments based on headcount, as we believe this to be the most accurate measure. As a result, a portion of general overhead expenses is reflected in our cost of revenue and each operating expense category.

      Product Development Expenses. Product development expenses consist primarily of compensation and related benefits, consulting fees and other operating expenses associated with our product development departments. The product development departments perform research and development, enhance and maintain existing products, and provide quality assurance.

      Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of compensation and related benefits, facility costs and professional services fees for our sales, marketing and administrative functions. As a public company our expenses and administrative burden will increase, including significant legal, accounting and other expenses that we did not incur as a private company. For example, we will need to revise the roles and duties of our board committees, adopt additional internal controls and disclosure controls and procedures and bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under the securities laws, including the addition of new personnel.

Acquisitions

      We have grown our business since inception through a combination of organic growth and acquisitions. The operating results of each business acquired have been included in our consolidated financial statements from the respective dates of acquisition.

      On May 25, 2005, we acquired substantially all the assets and certain liabilities of ALG. ALG’s products and services provide lease residual value data for new and used leased automobiles and guidebooks and consulting services related thereto, to manufacturers, financing sources, investment banks, automobile dealers and insurance companies. We intend to combine ALG’s lease residual value data with our other products and services to allow us to aggregate automotive industry information and report the aggregated information to dealers, financing sources and other industry participants. The purchase price was $39.5 million (including direct acquisition costs of approximately $0.3 million) in cash and notes payable to ALG. Additional consideration of up to $11.3 million may be paid contingent upon certain future increases in revenue of Automotive Lease Guide (ALG), Inc. and another of our subsidiaries through December 2009. We did not acquire the equity interest in us owned by ALG as part of this acquisition and DJR US, LLC, which was formerly known as Automotive Lease Guide (alg), LLC, remains one of our stockholders. For the year ended December 31, 2004, ALG had revenue of $7.8 million.

      On May 23, 2005, we acquired substantially all the assets and certain liabilities of NAT. NAT’s products and services streamline and automate many traditionally time-consuming and error-prone manual processes of administering aftermarket products, such as extended service contracts, guaranteed asset protection coverage, theft deterrent devices and credit life insurance. We intend to add NAT’s products and services to our suite of solutions in order to enhance our menu-selling offering and to add insurance and other aftermarket providers to our network. The purchase price was $8.7 million (including direct acquisition costs of approximately $0.2 million) in cash. For the year ended December 31, 2004, NAT had revenue of $3.2 million.

      On May 10, 2005, we acquired substantially all the assets and certain liabilities of Chrome. Chrome’s products and services collect, standardize and enhance raw automotive data and deliver it in a format that is easy to use and tailored to specific industry requirements. Chrome’s products and services enable dealers, manufacturers, financing sources, Internet portals, consumers and insurance companies to configure, compare, and price automobiles on a standardized basis. This provides more accurate valuations for both consumer trade-ins and dealer used automobile inventory. We intend to integrate Chrome’s products and services into our network to create an expanded subscription product offering for our dealer customers. The purchase price was $20.3 million (including direct acquisition costs of approximately $0.3 million) in cash. For the year ended December 31, 2004, Chrome had revenue of $12.8 million.

      On January 1, 2005, we purchased substantially all the assets of Go Big. This acquisition expanded our products and services offering to include an electronic menu selling tool to our automotive dealers. The

46

purchase price was approximately $1.2 million (including direct acquisition costs of approximately $0.1 million) in cash. Under the terms of our purchase agreement, additional consideration of up to $2.3 million may be paid contingent upon certain unit sale increases through December 2006. For the year ended December 31, 2004, Go Big had revenue of $1.2 million.

      On August 1, 2004, we purchased substantially all the assets and certain liabilities of LML. This acquisition provided us with a significant enhancement to the capability of our network by allowing us to begin to offer dealers a more comprehensive solution to compare various financing and leasing options and programs. The aggregate purchase price was $13.1 million (including direct acquisition costs of $0.3 million) in cash. $8.0 million of the purchase price (exclusive of direct acquisition costs) was payable at closing and the remaining payment of $4.8 million is payable as follows: $1.0 million, $1.0 million $1.5 million and $1.3 million are payable on the first, second, third and fourth anniversaries of the effective date, respectively. Under the terms of our purchase agreement, we have certain additional future contingent payment obligations if certain increases in subscribers to these desking products are met through July 2008. The additional purchase consideration, if any, will be recorded as additional goodwill on our consolidated balance sheet when the contingency is resolved.

      On January 1, 2004, we acquired 100% of the outstanding common stock of dealerAccess Inc., whose wholly-owned Canadian subsidiary, dealerAccess Canada Inc., offers credit application processing and credit bureau products and services similar to ours. This acquisition expanded our dealer and financing source customer base to Canada. The aggregate purchase price was $3.1 million (including direct acquisition costs of $0.2 million) in cash.

      On March 19, 2003, we acquired 100% of the outstanding common stock of Credit Online, Inc., which offered credit application processing and credit bureau products and services similar to ours. This acquisition expanded our dealer and financing source customer base in the United States and allowed us to secure agreements with other service providers, including agreements for dealer management system integration and credit bureau delivery to automotive dealers. We have determined, based on independent fair value appraisals, the aggregate purchase price was $19.7 million (including direct acquisition costs of $0.7 million). The consideration paid consisted of 4,449,856 shares of our series A-2 preferred stock valued at $14.2 million, and 1,483,285 shares of our series C-3 preferred stock valued at $4.8 million.

Acquisition Related Amortization Expense

      All of the acquisitions described above have been recorded under the purchase method of accounting, pursuant to which the total purchase price, including direct acquisition costs, is allocated to the net assets acquired based upon estimates of the fair value of those assets. Any excess purchase price is allocated to goodwill. For the Chrome and ALG acquisitions we have preliminarily allocated purchase price to the acquired assets, liabilities and identifiable intangibles. Presently, we are completing a fair value assessment of the assets, liabilities and identifiable intangibles acquired in the Chrome, NAT and ALG transactions and, at the conclusion of those assessments, the purchase prices will be allocated based on our final determination of the fair value of the net assets acquired. Because we expect that a significant amount of the purchase price in these acquisitions will be allocated to identifiable intangibles (primarily customer lists, acquired technology and non-competition agreements), we expect to experience a significantly higher level of amortization expense in the first two to five years following these acquisitions as these identifiable intangibles are amortized.

Critical Accounting Policies and Estimates

      Our management’s discussion and analysis of our financial condition and results of our operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the amounts reported for assets, liabilities, revenue, expenses and the disclosure of contingent liabilities. A summary of our significant accounting policies is more fully described in note 2 to our consolidated financial statements included elsewhere in this prospectus.

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      Our critical accounting policies are those that we believe are both important to the portrayal of our financial condition and results of operations and that involve difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The estimates are based on historical experience and on various assumptions about the ultimate outcome of future events. Our actual results may differ from these estimates in the event unforeseen events occur or should the assumptions used in the estimation process differ from actual results.

      We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Revenue Recognition

      Transaction Services Revenue. Transaction services revenue consists of revenue derived from the receipt of credit application data by financing sources, from financing contracts executed using our electronic contracting product and from providing automobile dealers the ability to access customer credit reports.

      We offer our web-based service to financing sources for the electronic receipt of credit application data and contract data for automobile financing transactions in consideration for a transaction fee. This service is sold based upon contracts that include fixed and determinable prices and that do not include the right of return or other similar provisions or significant post service obligations. Credit application and electronic contracting processing revenue is recognized on a per transaction basis, after customer receipt and when collectibility is reasonably assured. Set-up fees charged to the financing sources for establishing connections, if any, are recognized ratably over the expected customer relationship period of three or four years, depending on the type of customer.

      Our credit report service provides our dealer customers the ability to access credit reports from several major credit reporting agencies or resellers online. We sell this service based upon contracts with the customer or credit report provider, as applicable that include fixed and determinable prices and that do not include the right of return or other similar provisions or other significant post service obligations. We recognize credit report revenue on a per transaction basis, when services are rendered and when collectibility is reasonably assured. We offer these credit reports on both a reseller and an agency basis. We recognize revenue from all but one provider of credit reports on a net basis due to the fact that we are not considered the primary obligor, and recognize revenue gross with respect to one of the providers as we have the risk of loss and are considered the primary obligor in the transaction.

      Subscription Services Revenue. We derive revenue from subscription fees paid by customers who can access our on-demand and other products and services. These services are typically sold based upon contracts that include fixed and determinable prices and that do not include the right of return or other similar provisions or significant post service obligations. We recognize revenue from such contracts ratably over the contract period. We recognize set-up fees, if any, ratably over the expected customer relationship of three or four years, depending on the type of customer. For contracts that contain two or more products or services, we recognize revenue in accordance with the above policy using relative fair value.

      Our revenue is presented net of a provision for sales credits, which are estimated based on historical results, and established in the period in which services are provided.

Allowance for Doubtful Accounts

      We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The amount of the allowance account is based on historical experience and our analysis of the accounts receivable balance outstanding. While credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, additional allowances may be required which would result in an additional expense in the period that this determination was made.

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Goodwill, Other Intangibles and Long-lived Assets

      We record as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired. Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142), requires goodwill to be tested for impairment annually as well as when an event or change in circumstance indicates an impairment may have occurred. Goodwill is tested for impairment using a two-step approach. The first step tests for impairment by comparing the fair value of our one reporting unit to our carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value.

      For purposes of performing the impairment test for goodwill as required by SFAS No. 142, we operate under one operating segment and one reporting unit. We estimate the fair value of this reporting unit using a discounted cash flow analysis and/or applying various market multiples. From time to time an independent third-party valuation expert may be utilized to assist in the determination of fair value. Determining the fair value of a reporting unit is judgmental and often involves the use of significant estimates and assumptions, such as cash flow projections and discount rates. Our estimate of the fair value of the reporting unit was in excess of its carrying value during 2002, 2003 and 2004. We perform the annual goodwill impairment test as of October 1 of every year.

      Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows as well as the estimated fair value of long-lived assets involves significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, we may engage a third party to assist with the valuation. If there is a material change in economic conditions or other circumstances influencing the estimate of our future cash flows or fair value, we could be required to recognize impairment charges in the future.

      We evaluate the remaining useful life of our intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining estimated amortization period. If events and circumstances were to change significantly, such as a significant decline in the financial performance of our business, we could incur a significant non-cash charge to our income statement.

Income Taxes

      Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Stock-Based Compensation

      We apply the intrinsic value recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25), and related interpretations and comply with the disclosure provisions of statement of SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as amended by SFAS No. 148, “Accounting for Stock Based Compensation — Transition and Disclosure” (SFAS No. 148). Under APB 25, compensation expense is recognized over the vesting period to the extent that the fair market value of the underlying stock on the date of grant exceeds the exercise price of the employee stock option. The calculation of the intrinsic value of a stock award

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is based on management’s estimate of the fair value of our common stock. Changes in this estimate could have a material impact on stock compensation expense in our consolidated financial statements.

      The deemed fair value of our common stock for accounting purposes was based on contemporaneous valuations performed by an independent third party and management, and approved by the board of directors. The valuations considered a number of factors, including:

•  Business risks we faced and key company milestones;

•  Comparable company and industry analysis; and

•  Anticipated initial public offering price per share and the timing of the initial public offering.

Results of Operations

      The following table sets forth, for the periods indicated, the selected consolidated statements of operations data expressed as a percentage of revenue:

											Three Months
											Ended
		Year Ended December 31,									March 31,
		2002			2003			2004			2004			2005
		(% of revenue)
Consolidated Statements of Operations Data:
Net revenue(1)			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating costs and expenses:
	Cost of revenue		150.0	%		65.6	%		42.4	%		44.4	%		36.1	%
	Product development		17.9	%		4.0	%		3.2	%		3.1	%		3.3	%
Selling, general and administrative			76.9	%		38.9	%		43.4	%		41.5	%		45.1	%
	Total operating costs and expenses		244.8	%		108.5	%		89.0	%		89.0	%		84.5	%
(Loss) income from operations			(144.8	)%		(8.5	)%		11.0	%		11.0	%		15.5	%
	Interest income		1.5	%		0.2	%		0.1	%		0.0	%		0.2	%
	Interest expense		0.0	%		(0.0	)%		(0.2	)%		(0.1	)%		(0.2	)%
(Loss) income before provision for income taxes			(143.3	)%		(8.3	)%		10.9	%		10.9	%		15.6	%
(Provision) benefit for income taxes			0.0	%		(0.2	) %		5.1	%		(1.4	) %		(6.7	)%
Net (loss) income			(143.3	)%		(8.5	)%		16.0	%		9.5	%		8.9	%

							Three Months
							Ended
	Year Ended December 31,						March 31,
	2002		2003		2004		2004		2005
	(% of revenue)
(1) Related party revenue		69.9%		35.5%		27.2%		28.6%		26.4%
Related party cost of revenue		1.7%		10.3%		4.7%		6.5%		3.4%

Three Months Ended March 31, 2004 and 2005

Revenue

      Total net revenue increased $7.9 million, or 51%, from $15.4 million for the three months ended March 31, 2004 to $23.3 million for the three months ended March 31, 2005.

      Transaction Services Revenue. Transaction services revenue increased $4.2 million, or 35%, from $12.2 million for the three months ended March 31, 2004 to $16.4 million for the three months ended March 31, 2005. The increase in transaction services revenue was primarily the result of increased transactions processed through our network from approximately 8.2 million transactions for the three months ended

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March 31, 2004 to approximately 13.2 million transactions for the three months ended March 31, 2005. The increased volume of transactions processed was the result of the increase in financing source customers active in our network from 62 as of March 31, 2004 to 110 as of March 31, 2005, the increase in automobile dealers active in our network from 17,427 as of March 31, 2004 to 20,109 as of March 31, 2005 and an increase in volume from existing customers. We consider a financing source to be active in our network as of a date if it is accepting credit application data electronically from dealers in our network. We consider a dealer to be active as of a date if the dealer completed at least one revenue-generating transaction using our network during the most recently ended calendar month.

      Subscription Services Revenue. Subscription services revenue increased $3.2 million, or 109%, from $3.0 million for the three months ended March 31, 2004 to $6.2 million for the three months ended March 31, 2005. The increase in subscription services revenue was primarily the result of increased total subscriptions under contract from 4,258 as of March 31, 2004 to 9,825 as of March 31, 2005. The increase in total subscriptions was primarily due to new subscription customers, selling additional subscription products and services to existing customers and our acquisition of LML.

Cost of Revenue and Operating Expenses

      Cost of Revenue. Cost of revenue increased $1.6 million, or 23%, from $6.8 million for the three months ended March 31, 2004 to $8.4 million for the three months ended March 31, 2005. The $1.6 million increase was primarily the result of increased compensation and related benefit costs of $0.7 million due to overall headcount additions in network personnel and revenue share of $0.5 million.

      Product Development Expenses. Product development expenses increased $0.3 million, or 59%, from $0.5 million for the three months ended March 31, 2004 to $0.8 million for the three months ended March 31, 2005. The $0.3 million increase was primarily the result of increased compensation and related benefit costs due to overall headcount additions for the three months ended March 31, 2005.

      Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $4.1 million, or 64%, from $6.4 million for the three months ended March 31, 2004 to $10.5 million for the three months ended March 31, 2005. The $4.1 million increase in selling, general and administrative expenses was primarily the result of increased compensation and related benefit costs of approximately $1.8 million due to overall headcount additions and the recognition of $0.3 million stock-based compensation expenses for the three months ended March 31, 2005, $0.3 million related to travel and marketing related expenses, $0.7 million in professional service fees, and $0.4 million in transition service fees paid for certain ongoing services performed under contract by the selling parties of the acquired entities following the completion of the acquisition.

Provision for Income Taxes

      The provision for income taxes recorded for the three months ended March 31, 2004 of $0.2 million consisted primarily of $59,000 of federal alternative minimum tax and $0.2 million of state and local taxes on taxable income. The provision for income taxes recorded for the three months ended March 31, 2005 of $1.6 million consisted primarily of $1.3 million of federal and $0.3 million of state and local taxes on taxable income. The effective tax rate reflects the impact of the applicable statutory rate for federal and state income tax purposes for the period shown.

Years Ended December 31, 2003 and 2004

Revenue

      Total net revenue increased $31.4 million, or 81%, from $38.7 million for the year ended December 31, 2003 to $70.0 million for the year ended December 31, 2004.

      Transaction Services Revenue. Transaction services revenue increased $19.1 million, or 59%, from $32.7 million for the year ended December 31, 2003 to $51.8 million for the year ended December 31, 2004. The $19.1 million increase in transaction services revenue was primarily the result of the acquisition of

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dealerAccess on January 1, 2004 and an increase in the volume of transactions processed through our network from approximately 23.0 million transactions in 2003 to approximately 34.0 million transactions in 2004. The increased volume of transactions was the result of the increase in financing source customers from 55 as of December 31, 2003 to 94 as of December 31, 2004, the increase in automobile dealers active in our network from 15,999 as of December 31, 2003 to 19,150 as of December 31, 2004 and an increase in the volume of transactions from existing customers.

      Subscription Services Revenue. Subscription services revenue increased $12.9 million, or 314%, from $4.1 million for the year ended December 31, 2003 to $17.0 million for the year ended December 31, 2004. The increase in subscription services revenue was primarily the result of our acquisition of LML in August 2004, a full year of subscription services revenue for products and services acquired in the Credit Online transaction, compared to approximately nine months in the year ended December 31, 2003, and increased total subscriptions under contract from 3,030 as of December 31, 2003 to 7,705 as of December 31, 2004. The increase in total subscriptions was primarily due to a net increase in total customers and selling additional products and services to existing customers.

Cost of Revenue and Operating Expenses

      Cost of Revenue. Cost of revenue increased $4.3 million, or 17%, from $25.4 million for the year ended December 31, 2003 to $29.7 million for the year ended December 31, 2004. The $4.3 million increase was primarily the result of increased compensation and related benefit costs of approximately $2.0 million due to increased network personnel headcount, revenue share of approximately $2.6 million, website and disaster recovery, hosting, customer call center, internet connectivity and network infrastructure of approximately $0.6 million, offset by a decrease in depreciation and amortization of $1.0 million and $0.2 million decrease in fees paid to a credit reporting agency for reselling its credit reports.

      Product Development Expenses. Product development expenses increased $0.7 million, or 47%, from $1.5 million for the year ended December 31, 2003 to $2.2 million for the year ended December 31, 2004. The $0.7 million increase was primarily the result of increased compensation and related benefit costs due to overall headcount additions.

      Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $15.4 million, or 102%, from $15.0 million for the year ended December 31, 2003 to $30.4 million for the year ended December 31, 2004. The $15.4 million increase in selling, general and administrative expenses was primarily the result of increased compensation and related benefit costs of approximately $6.3 million due to overall headcount additions, the recognition of $1.3 million stock-based compensation expense, $1.8 million related to travel and marketing related expenses, $2.3 million in professional service fees, $0.8 million in depreciation expense, and $1.3 million in transition service fees paid for certain ongoing services performed under contract by the selling parties of the acquired entities subsequent to the completion of the acquisition.

Benefit (provision) for Income Taxes

      The benefit for income taxes recorded for the year ended December 31, 2004 of $3.6 million consisted primarily of the reversal of a deferred tax valuation allowance in the amount of $4.7 million during the three months ended December 31, 2004 offset by $0.3 million of federal alternative minimum tax and approximately $0.8 million of state and local taxes on taxable income. The reversal of the deferred tax valuation allowance was based on a number of factors, including our profits for the year ended December 31, 2004 and the level of projected future earnings based on current operations. Based on these factors, we believe that it is more likely than not that we will generate sufficient taxable income in the future to be able to utilize a portion of our deferred tax asset outstanding as of December 31, 2004. As a result, we have reversed $5.9 million of the valuation allowance in the three months ended December 31, 2004, recognizing $4.7 million as a benefit to our provision for income taxes, and $1.2 million as an adjustment to goodwill. The goodwill adjustment was necessary since that portion of the reversal relates to net operating losses acquired but not recognized at the date of acquisition of Credit Online Inc. As of December 31, 2004, a valuation allowance of $3.3 million has

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been maintained against the remaining acquired tax benefits. If the tax benefit is subsequently recognized, the valuation allowance reversal will be recorded against goodwill.

      The overall effective tax rate for the year ended December 31, 2003 was impacted by the adjustment for non-deductible goodwill and increases in the valuation allowance. For the year ended December 31, 2004, the effective tax rate was significantly impacted by the release of the valuation allowance.

Years Ended December 31, 2002 and 2003

Revenue

      Total net revenue increased $27.0 million, or 230%, from $11.7 million for the year ended December 31, 2002 to $38.7 million for the year ended December 31, 2003.

      Transaction Services Revenue. Transaction services revenue increased $21.5 million, or 192%, from $11.2 million for the year ended December 31, 2002 to $32.7 million for the year ended December 31, 2003. The increase in transaction services revenue was primarily the result of an increase in the volume of transactions processed through our network from approximately 6.9 million transactions in 2002 to approximately 23.0 million transactions in 2003. The increased volume of transactions processed resulted from the acquisition of Credit Online in March 2003 and the increase in financing source customers from 21 as of December 31, 2002 to 55 as of December 31, 2003, the increase in automobile dealers active on the network from 12,752 as of December 31, 2002 to 15,999 as of December 31, 2003 and an increase in the volume of transactions from existing customers.

      Subscription Services Revenue. Subscription services revenue increased $3.7 million, or 909%, from $0.4 million for the year ended December 31, 2002 to $4.1 million for the year ended December 31, 2003. The increase in subscription services revenue resulted from the acquisition of Credit Online in March 2003 and increased total subscriptions under contract from 317 as of December 31, 2002 to 3,030 as of December 31, 2003. The increase in total subscriptions was primarily due to a net increase in total customers and selling additional products and services to existing customers.

Cost of Revenue and Operating Expenses

      Cost of Revenue. Cost of revenue increased $7.8 million, or 44%, from $17.6 million for the year ended December 31, 2002 to $25.4 million for the year ended December 31, 2003. The $7.8 million increase was primarily the result of increased compensation and related benefit costs of approximately $2.0 million due to increased network personnel headcount, revenue share of approximately $2.5 million, website hosting, customer call center, internet connectivity and network infrastructure of approximately $2.0 million, and approximately $0.6 million relating to fees paid to a credit reporting agency for reselling its credit reports.

      Product Development Expenses. Product development expenses decreased $0.6 million, or 27%, from $2.1 million for the year ended December 31, 2002 to $1.5 million for the year ended December 31, 2003. The $0.6 million decrease was primarily the result of a decrease in website amortization expense.

      Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $6.0 million, or 67%, from $9.0 million for the year ended December 31, 2002 to $15.0 million for the year ended December 31, 2003. The $6.0 million increase in selling, general and administrative expenses was primarily the result of increased compensation and related benefit costs of approximately $3.5 million due to overall headcount additions, $0.5 million increase in bad debt expense, and approximately $1.1 million related to travel and marketing related expenses.

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Quarterly Results of Operations

      The following table presents our unaudited quarterly consolidated results of operations for the nine quarters ended March 31, 2005. The unaudited quarterly consolidated information has been prepared substantially on the same basis as our audited consolidated financial statements. You should read the following tables presenting our quarterly consolidated results of operations in conjunction with our audited consolidated financial statements for our full years and the related notes included elsewhere in this prospectus. This table includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary for the fair statement of our consolidated financial position and operating results for the quarters presented. The operating results for any quarters are not necessarily indicative of the operating results for any future period.

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(unaudited)
	(In thousands, except for per share data)
2005
Net revenue	$	23,271
Operating income		3,616
Net income		2,069
Basic net income per share applicable to common stockholders		0.08
Diluted net income per share applicable to common stockholders		0.00
Basic weighted average common shares outstanding		513,771
Diluted weighted average common shares outstanding		25,904,585
2004
Net revenue	$	15,376		$	16,833		$	18,734		$	19,101
Operating income		1,687			1,238			2,865			1,932
Net income		1,465			994			2,478			6,316
Basic net income per share applicable to common stockholders		0.07			0.04			0.10			0.25
Diluted net income per share applicable to common stockholders		0.00			0.00			0.00			0.00
Basic weighted average common shares outstanding		13,689			13,689			36,116			96,806
Diluted weighted average common shares outstanding		24,778,816			25,365,821			25,900,146			26,327,582
2003
Net revenue	$	6,430		$	9,897		$	11,182		$	11,170
Operating (loss) income		(2,199	)		(1,311	)		(150	)		390
Net (loss) income		(2,181	)		(1,303	)		(145	)		340
Basic net (loss) income per share applicable to common stockholders		(2,161.55	)		(1,291.38	)		(143.71	)		0.01
Diluted net (loss) income per share applicable to common stockholders		(2,161.55	)		(1,291.38	)		(143.71	)		0.00
Basic weighted average common shares outstanding		1,009			1,009			1,009			10,050
Diluted weighted average common shares outstanding		1,009			1,009			1,009			24,775,177

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Liquidity and Capital Resources

      Historically, our primary source of liquidity has been cash flow from operations and cash and assets received from financing activities. We received equity investments and issued equity for acquisitions between February 2001 and March 2003 in an aggregate carrying amount of $72.2 million, net of issuance costs. Our current stockholders and their affiliates have no obligation to make future investments in our business. Our principal liquidity requirements have been for working capital, acquisitions, capital expenditures and general corporate purposes.

      Going forward, our liquidity requirements will continue to be for working capital, acquisitions, capital expenditures and general corporate purposes. Our budgeted capital expenditures for 2005 are $7.2 million and we expect to make similar capital expenditures in 2006. We expect to finance our future liquidity needs through cash flow from operations and borrowings under the revolving credit facility under our credit facilities. As of June 30, 2005, we had $6.5 million of availability under our revolving credit facility.

      As of March 31, 2005, we had $18.7 million of cash and cash equivalents and $26.8 million in working capital, as compared to $21.8 million of cash and cash equivalents and $23.4 million in working capital as of December 31, 2004.

      The following table sets forth the components for the following periods:

										Three Months
	Year Ended December 31,									Ended March 31,
	2002			2003			2004			2004			2005
										(Unaudited)
	(In thousands)
Net cash (used in) provided by operating activities	$	(7,006	)	$	8,483		$	17,162		$	(297	)	$	(1,846	)
Net cash used in investing activities		(2,791	)		(5,343	)		(12,424	)		(774	)		(2,062	)
Net cash provided by (used in) financing activities		7,230			(95	)		125			(51	)		840

Operating Activities

      Cash used in operating activities for the three months ended March 31, 2004 was attributable to net income of $1.5 million, an increase in operating assets of $3.3 million primarily resulting from an increase in accounts receivable due to an overall increase in revenue offset by depreciation and amortization of $2.4 million and a decrease in accounts payable and accrued expenses of $1.5 million. Cash used in operating activities for the three months ended March 31, 2005 was primarily attributable to net income of $2.1 million, an increase in operating assets of $5.5 million offset by depreciation and amortization of $3.0 million and a decrease in accounts payable and accrued expenses of $2.1 million.

      Cash used in operating activities for the year ended December 31, 2002 was attributable to net loss of $16.8 million, an increase in operating assets of $2.1 million primarily resulting from an increase in accounts receivable due to an overall increase in revenue offset by depreciation and amortization of $11.2 million and an increase in accounts payable and accrued expenses of $0.5 million. Cash provided by operating activities for the year ended December 31, 2003 was primarily attributable to a net loss of $3.3 million, an increase in operating assets of $3.2 million primarily resulting from an increase in accounts receivable due to an overall increase in revenue offset by depreciation and amortization of $11.0 million, an increase in the allowance for doubtful accounts and sales returns of $0.4 million, an increase in accounts payable and accrued expenses of $1.6 million, deferred revenue and other current liabilities of $1.0 million, and other long-term liabilities of $1.0 million. Cash provided by operating activities for the year ended December 31, 2004 was primarily attributable to net income of $11.3 million, which includes a reversal of a deferred tax asset valuation of $4.7 million, an increase in operating assets of $4.9 million primarily resulting from an increase in accounts receivable due to an overall increase in revenue offset by depreciation and amortization of $10.9 million, and an increase in accounts payable, accrued expenses of $2.4 million.

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Investing Activities

      Cash used in investing activities for the three months ended March 31, 2004 was attributable to capital expenditures of $0.3 million, an increase in capitalized software and website development costs of $0.5 million. Cash used in investing activities for the three months ended March 31, 2005 was attributable to capital expenditures of $0.2 million, increase in capitalized software and website development costs of $0.7 million, and payment for an acquisition of $1.1 million.

      Cash used in investing activities for the year ended December 31, 2002 was attributable to capital expenditures of $0.4 million, increase in capitalized software and website development costs of $3.2 million offset by funds released from restriction and proceeds from the sale of property and equipment of $0.8 million. Cash used in investing activities for the year ended December 31, 2003 was attributable to capital expenditures of $0.5 million, increase in capitalized software and website development costs of $1.9 million and advance payment for an acquisition of $2.9 million. Cash used in investing activities for the year ended December 31, 2004 was attributable to capital expenditures of $1.8 million, an increase in capitalized software and website development costs of $2.3 million, payments for acquired assets of $7.4 million and funds released from escrow to third parties and other restricted cash of $1.0 million.

Financing Activities

      Cash provided by financing activities for the three months ended March 31, 2005 was attributable to the receipt of cash proceeds from the exercise of employee stock options of $1.0 million.

      Cash provided by financing activities for the year ended December 31, 2002 was attributable to the issuance of 2,119,851 shares of Series C-1 preferred stock and 139,924 shares of Series C-2 preferred stock for net cash proceeds of $6.7 million and $0.5 million, respectively. Cash used in financing activities for the year ended December 31, 2003 was attributable to principal payments on capital lease obligations of $0.1 million. Cash provided by financing activities for the year ended December 31, 2004 was attributed to the receipt of proceeds from the exercise of employee stock options of $0.6 million offset by principal payments on capital lease obligations of $0.5 million.

Contractual Obligations

      The following table summarizes our contractual obligations as of December 31, 2004:

			Less Than						After
	Total		1 Year		1-3 Years		4-5 Years		5 Years
	(In thousands)
Capital lease obligations	$	886	$	494	$	392	$	—	$	—
Operating lease obligations		12,101		1,059		3,203		2,161		5,678
Payments due to acquirees		4,800		1,000		2,540		1,260		—
Total contractual cash obligation	$	17,787	$	2,553	$	6,135	$	3,421	$	5,678

Credit Facilities

      On April 15, 2005, we and one of our subsidiaries, DealerTrack, Inc., entered into credit facilities comprised of a $25.0 million revolving credit facility and a $25.0 million term loan facility at interest rates of LIBOR plus 150 basis points or prime plus 50 basis points. Proceeds from borrowings under the term loan facility were used to fund a portion of the Chrome, NAT and ALG acquisitions. The revolving credit facility is available for general corporate purposes (including acquisitions), subject to certain conditions. As of June 30, 2005, we had $6.5 million available for additional borrowings under this revolving credit facility. The revolving credit facility matures on April 15, 2008 and the term loan facility matures on April 15, 2010. We are required to use up to 25% of the proceeds of any equity issuance and 100% of the proceeds of a debt issuance or disposition to repay the term loan under our credit facilities.

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      Our credit facilities contain restrictive covenants that limit our ability and our existing or future subsidiaries’ abilities, among other things, to:

•  access our, or our existing or future subsidiaries’, cash flow and value and, therefore, to pay interest and/or principal on our other indebtedness or to pay dividends on our common stock;

•  incur additional indebtedness;

•  issue preferred stock;

•  pay dividends or make distributions in respect of our, or our existing or future subsidiaries’, capital stock or to make certain other restricted payments or investments;

•  sell assets, including our capital stock;

•  enter into sale and leaseback transactions;

•  agree to payment restrictions;

•  consolidate, merge, sell or otherwise dispose of all or substantially all of our or the applicable subsidiary’s assets;

•  enter into transactions with our or the applicable subsidiary’s affiliates;

•  incur liens; and

•  designate any of our, or the applicable subsidiary’s, future subsidiaries as unrestricted subsidiaries.

      In addition, our credit facilities include other and more restrictive covenants and prohibit our subsidiaries from prepaying our other indebtedness while indebtedness under our credit facilities is outstanding. The agreements governing our credit facilities also require us and our subsidiaries to achieve specified financial and operating results and maintain compliance with specified financial ratios on a consolidated basis. Our and our subsidiaries’ ability to comply with these ratios may be affected by events beyond our control.

      Our credit facilities contain the following affirmative covenants, among others: delivery of financial statements, reports, accountants’ letters, budgets, officers’ certificates and other information requested by the lenders; payment of other obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with laws and material contractual obligations; maintenance of property and insurance; maintenance of books and records; right of the lenders to inspect property and books and records; notices of defaults, bankruptcies and other material events; and compliance with laws. See “Description of Our Credit Facilities.”

Off-Balance Sheet Arrangements

      We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which are typically established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Seasonal and Other Trends

      The volume of new and used automobiles financed or leased by our participating financing source customers, special promotions by automobile manufacturers and the level of indirect financing by captive finance companies not available in our network impact our business. We expect that our operating results in the foreseeable future may be significantly affected by these and other seasonal and promotional trends in the indirect automotive finance market. Also, we incur significant marketing expenses and anticipate higher subscription sales rates in the first quarter in connection with the NADA’s annual industry trade show. In addition, the volume of transactions in our network generally is greater on Saturdays and Mondays and, in particular, most holiday weekends.

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Effects of Inflation

      Our monetary assets, consisting primarily of cash, cash equivalents and receivables, and our non-monetary assets, consisting primarily of intangible assets and goodwill, are not affected significantly by inflation. We believe that replacement costs of equipment, furniture and leasehold improvements will not materially affect our operations. However, the rate of inflation affects our expenses, which may not be readily recoverable in the prices of products and services we offer.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Exposure

      Our earnings are affected by fluctuations in the value of the U.S. dollar as compared with the Canadian dollar. We only have operations located in and provide services to customers in the U.S. and Canada. Foreign currency fluctuations have not had a material effect on our operating results or financial condition. Our exposure is mitigated, in part, by the fact that we incur certain operating costs in the same foreign currencies in which revenue is denominated. The foreign currency exposure that does exist is limited by the fact that the majority of transactions are paid according to our standard payment terms, which are generally short-term in nature.

Interest Rate Exposure

      As of June 30, 2005, we had $43.5 million of borrowings outstanding under our credit facilities. Our borrowings under our credit facilities bear interest at a variable rate equal to LIBOR plus a margin of 1.5%. Accordingly, our earnings and cash flow are affected by changes in interest rates. Assuming the borrowings outstanding remain consistent, expense for a full quarter would have been $0.5 million and assuming a 0.125 percentage point increase in the average interest rate under these borrowings, we estimate that our interest expense for a quarter would increase by approximately $15,000.

Recent Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, “Share-Based Payment” (SFAS No. 123R). This standard amends SFAS No. 123 and concludes that services received from employees in exchange for stock-based compensation results in a cost to the employer that must be recognized in the consolidated financial statements. The cost of such awards should be measured at fair value at the date of grant. SFAS No. 123R provides public companies with a choice of transition methods to implement the standard. We anticipate applying the modified prospective method whereby we would recognize compensation cost for the unamortized portion of unvested awards outstanding at the effective date of SFAS No. 123R (January 1, 2006 for us). Such cost will be recognized in our consolidated financial statements over the remaining vesting period. The adoption of this standard is currently expected to reduce our 2006 earnings by approximately $0.2 million, based upon outstanding options as of March 31, 2005.

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BUSINESS

Overview

      We are a leading provider of on-demand software and data solutions for the automotive retail industry in the United States. We utilize the Internet to link automotive dealers with banks, finance companies, credit unions and other financing sources, and other service and information providers, such as the major credit reporting agencies. We have established a network of active relationships with over 20,000 automotive dealers, including over 80% of all franchised dealers; over 140 financing sources, including the 20 largest independent financing sources in the United States and eight captive financing sources; and a number of other service and information providers to the automotive retail industry. Our credit application processing product enables dealers to automate and accelerate the indirect automotive financing process by increasing the speed of communications between these dealers and their financing sources. We have leveraged our leading market position in credit application processing to address other inefficiencies in the automotive retail industry value chain. Our proven network of over 20,000 dealers provides a competitive advantage for distribution of our on-demand software and data solutions. Our integrated subscription-based software products and services enable our automotive dealer customers to receive valuable consumer leads, compare various financing and leasing options and programs, sell insurance and other aftermarket products, document compliance with certain laws and execute financing contracts electronically. In addition, we offer data and other products and services to various industry participants, including lease residual value and automobile configuration data.

      We began our principal business operations in February 2001 with the introduction of our credit application processing product to address inefficiencies in the automotive financing process. Since then, we have substantially increased the number of participants in our network and have introduced new products and services through our internal product development efforts as well as through acquisitions. As a result, we have increased our total addressable market by enhancing our offering of subscription products and our data and reporting capabilities, and expanding our network of relationships. We have grown, and believe we will continue to grow, our revenue significantly faster than our costs and expenses, which generates operating leverage. For example, our revenue increased $31.3 million, or 81%, to $70.0 million for the year ended December 31, 2004 from $38.7 million for the year ended December 31, 2003. Costs and expenses for the same period increased $20.4 million, or 49%, to $62.3 million from $41.9 million.

Market Opportunity

Automotive Retail Industry

      The automotive retail industry is the largest consumer retail market in the United States with total sales of approximately $714 billion in 2004, according to NADA. The U.S. automotive retail industry consists primarily of approximately 21,640 franchised dealers and approximately 50,000 independent dealers, according to NADA and CNW Marketing Research, Inc. (“CNW”), respectively. Franchised dealers sell a particular manufacturer’s new automobiles as well as used automobiles from multiple manufacturers, while independent dealers primarily purchase and sell used automobiles. In 2004, approximately 47.6 million new and used automobiles were sold retail in the United States, of which approximately 70% were sold by franchised dealers, according to CNW.

      The automotive retail industry is mature yet highly fragmented. In 2004, the 50 largest dealer groups generated less than 15% of total industry sales, with much of the remainder attributable to smaller regional and local dealerships. Increased competition and easier access to invoice prices for consumers on the Internet have negatively impacted dealer profit margins on sales of new automobiles in recent years. In 2004, dealers generated average profit margins of just 1.3% and 2.9% from new and used automobile sales, respectively, according to CNW. In response to the reduced margins available from vehicle sales, dealers have focused on the wide range of other products and services they offer, including financing and insurance (“F&I”) products. F&I is generally the largest profit center within a dealership. In addition, dealers continually seek to improve profitability by making their operations more efficient and improving consumer loyalty in order to capture a higher share of their aftermarket parts and services needs.

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Automotive Retail Industry Value Chain

      The following diagram illustrates the four primary stages of the automotive retail industry value chain:

Automotive Retail Industry Value Chain

Stage		Description
Pre-Sales Marketing and Prospecting:		• Dealers generate and consolidate new leads of potential automotive purchasers through various sources, including advertising in newspapers, radio, television, direct mail and the Internet.
		• In 2004, franchised dealers spent approximately $8.3 billion on advertising, of which the Internet accounted for 6.7%, up from 5.3% in 2003, according to NADA.
Sales:		• Dealer sales personnel assist the consumer’s purchasing decision by presenting available models and purchasing options.
		• Dealers frequently utilize technology products and services to assist in the sales process and improve the percentage of prospective consumers that purchase automobiles.
Finance and Insurance:
	Financing	• Dealers assist a majority of automotive consumers in obtaining financing through various financing and leasing sources.
		• Dealers execute the contract and ancillary agreements with the consumer for any finance or lease transactions.
	Insurance and Other Aftermarket Sales	• Dealers sell optional insurance and other aftermarket products, such as extended vehicle service contracts, credit protection insurance and prepaid service contracts.
Parts and Service:		• Dealers provide service and repair work and replacement parts to maintain customers’ automobiles.

      Pre-Sales Marketing and Prospecting. Traditionally, dealers had limited ability to predict which consumers were most likely to purchase an automobile. They have advertised in broad media channels, including newspapers, radio, television, direct mail and over the Internet, to attract consumers to the dealership. In 2004, franchised dealers spent $8.3 billion on advertising, according to NADA. In order to target and qualify consumers more directly and efficiently, dealers increasingly utilize lead management processes and technology products and services.

      Sales. The sales stage generally begins when a dealer identifies a prospective consumer at the dealership, over the phone or on the Internet, and ends with the sale. After a prospective consumer enters the dealership, the salesperson typically reviews the various models currently available and discusses the options available for each model. While the salesperson negotiates the basic parameters of the purchase, a sales manager typically orders a credit report on the prospective consumer. The dealer needs a “permissible purpose” in order to order a credit report. Consumers with stronger credit scores have an easier time purchasing the automobiles they are interested in and qualifying for various finance and lease options. Consumers with weaker credit scores may only be able to purchase automobiles for which they qualify for financing. For these consumers, the sales process may begin with an analysis of the amount of financing available to them.

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      Financing and Insurance. Automotive financing has become an important source of revenue for dealers. Approximately 70% of retail automotive consumers obtain financing to purchase an automobile, either indirectly through the dealership or directly themselves. We estimate that approximately 70–75% of these automobile financings utilize the indirect channel and the remainder utilize the direct channel (i.e., the consumer applies directly to the financing source and the financing source delivers the funds directly to the consumer). In indirect financings, the dealer submits the consumer’s credit application information to one or multiple financing sources to obtain approval for the financing. Once an acceptable approval is obtained, the dealer will typically extend the financing to the consumer itself and then resell the financing contract to the financing source on terms profitable for the dealer.

      In 2003, we believe approximately 44% of indirect automotive financings were extended by banks, credit unions and other specialty automotive finance companies not owned or controlled by automobile manufacturers, which we refer to as “independent” or “non-captive” financing sources. Some of the largest non-captive automotive financing companies, as measured by finance and lease originations, include JP Morgan Chase Bank, N.A., Citizens Financial Group, Inc., Banc of America Auto Finance Corp., WFS Financial, Inc., Wells Fargo & Company and Capital One Auto Finance, Inc. and their respective affiliates. The remaining indirect automotive financings were extended by financing sources owned or controlled by automobile manufacturers, which we refer to as “captive” financing sources. The largest captive financing sources include Chrysler Financial Corporation, Ford Motor Credit Corporation, General Motors Acceptance Corporation, Nissan Motor Acceptance Corporation and Toyota Financial Services and their affiliates.

      Insurance, such as credit protection insurance and other aftermarket products, such as extended vehicle service contracts, has become an important source of revenue for automotive dealers. During the automotive sales and financing process, dealers typically offer a variety of optional insurance and other aftermarket products to consumers prior to completing the sale. While most expenses associated with the purchase and ownership of an automobile, such as finance or lease payments, are predictable and recurring, a long-term disability event or an unforeseen automobile maintenance expense can increase the consumer’s risk of defaulting under the finance contract. In order to reduce the risk of this potential default, many consumers purchase extended vehicle service contracts and/or credit protection insurance. In 2004, 34.1% of new automobile sales included an extended warranty or service contract, according to NADA.

      Parts and Service. Parts and service revenue are accounting for a growing percentage of a dealer’s profit. Automotive retailers generate parts and service revenue primarily from repair orders for parts and related labor paid directly by consumers, reimbursement from manufacturers and others under extended vehicle service contracts and pre-paid maintenance contracts. The dealer’s performance of ongoing service and maintenance is one of the strongest lead sources of future automotive sales and repeat dealership business. Many automotive dealers are focused on increasing consumer loyalty in order to capture a higher share of the profitable aftermarket revenue and to increase the likelihood of repeat business.

Inefficient Legacy Processes

      Traditionally, the workflow processes in each stage of the automotive retail value chain have been paper intensive and/or performed on stand-alone legacy systems, resulting in inefficiencies. The inefficiencies inherent in traditional workflow processes are particularly noteworthy in the F&I process. Dealers traditionally relied upon the fax and mail delivery method for processing their financing and insurance offerings. This method produced lengthy processing times and increased the cost of assisting the consumer to obtain financing or insurance. For example, legacy paper systems required the consumer to fill out a paper credit application for the financing sources to which he or she applied. The dealer then faxed the credit application to each financing source and awaited a series of return faxes. When a financing source approved the consumer’s credit application, the consumer manually signed a paper finance or lease contract with the dealer, who then delivered it with ancillary documents to the financing source via overnight courier. The financing source then manually checked the contract for any errors or omissions and if the contract and ancillary documents were accurate and complete, the financing source paid the dealer for the assignment of the contract. The cumbersome nature of this process could limit the range of options available to consumers and delay the availability of financing. In addition, dealers consulting out-of-date paper program catalogues may not have

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been aware of all of the insurance programs and other aftermarket sales opportunities available for them to offer the consumer.

      In an effort to address the inefficiencies in the traditional workflow processes, dealers have employed technology to manage their businesses. For example, dealers have made significant investments in dealership management system (“DMS”) software to streamline their back office functions, such as accounting, inventory, communications with manufacturers, parts and service, and employing customer relationship management (“CRM”) software to track consumer behavior and maintain active post-sale relationships with consumers to increase aftermarket sales and future automobile sales. However, these DMS and CRM software systems typically reside within the physical dealership and have not historically been fully integrated with each other, resulting in new inefficiencies. For example, many DMS and CRM systems require additional manual entry of consumer information and manual tracking of consumer behavior at multiple points along the retail value chain. These inefficiencies slow the sales and customer management process, as different and sometimes contradictory information is recorded on separate systems. In addition, key information about the consumer may not be provided to the salesperson on the sales floor although it may exist on one of the dealer’s systems.

Our Solution

      Our suite of integrated web-based software products and services addresses many of the existing inefficiencies in the automotive retail industry value chain. We believe our solutions deliver benefits to our dealer customers, financing source customers and other service and information providers.

Dealers

      We offer franchised and non-franchised, independent automotive dealers an integrated suite of web-based sales and finance solutions that significantly shorten financing processing times, allowing them to spend more time selling automobiles and aftermarket products. Our automated, web-based credit application processing product allows automotive dealers to originate and route their consumers’ credit application information. This product has eliminated the need to fax a paper application to each financing source to which a consumer applies. Once a consumer’s information is entered into our system, dealers can distribute the credit application data electronically to one or multiple financing sources and obtain credit decisions quickly and efficiently. Our credit application processing product integrates easily with other widely used dealer software systems, further streamlining the F&I process.

      We also offer dealers a suite of subscription products and services that complements our credit application processing product and allows them to integrate and better manage their business processes across the automotive retail industry value chain. We offer a product that provides a valuable pre-sales marketing and prospecting tool by providing a secure credit application on a dealer’s website for a consumer to enter his or her own credit information. We offer other products and services that allow the dealer to compare deal configurations from multiple financing and leasing sources on a real-time basis. We also offer a product that allows dealers and consumers to complete finance contracts electronically, which a dealer can transmit to participating financing sources for funding, further streamlining the financing process and reducing transactional costs for both dealers and financing sources. Additionally, we offer a product that allows dealers to consistently present consumers the full array of insurance and other aftermarket product options they offer. Our products and services, when used together, form a seamless sales and finance solution that easily integrates with other widely used software systems. As of March 31, 2005, an aggregate of 9,825 of our existing product subscriptions have been purchased by approximately 6,400 of the over 20,000 dealers active on our network.

Financing Sources

      Our on-demand credit application processing and electronic contracting products eliminate expensive and time-consuming inefficiencies in legacy paper systems, and thereby decrease financing sources’ costs of originating loans or leases. We believe our solutions significantly streamline the financing process and improve

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the efficiency and/or profitability of each financing transaction. We electronically transmit complete credit application and contract data, reducing costs and errors and improving efficiency for both prime and non-prime financing sources.

      We also believe that our credit application processing product enables our financing source customers to increase credit originations. Our network is configured to enable our financing source customers to connect easily with dealers with whom they can establish new business relations. We believe that financing sources that utilize our solution experience a significant competitive advantage over financing sources that rely on the legacy paper fax process.

Other Service and Information Providers

      Our web-based solutions enable third-party service and information providers to deliver their products and services more broadly and efficiently, which increases the value of our integrated solutions to our dealer customers. We offer our third-party service and information providers a secure and efficient means of delivering their data to our dealer and financing source customers. For example, the credit reporting agencies can provide dealers with consumers’ credit reports electronically and integrate the delivery of the prospective consumers’ credit reports with our credit application processing and other products. Used car value guide providers, such as NADA and Kelley Blue Book Co., Inc. (“Kelley Blue Book”), have been integrated with our web-based solutions, allowing them to develop incremental subscription revenue streams without increased publishing costs.

Our Competitive Strengths

      We believe that the following strengths provide us with competitive advantages in the marketplace:

      Leading Market Position. We currently have active relationships with over 20,000 automotive dealers, including over 80% of all franchised dealers; over 140 financing sources, including the 20 largest independent financing sources in the United States and eight captive financing sources; and a number of other service and information providers. Currently, a substantial majority of our financing source customers’ collective indirect credit application volume is processed through our network. We believe we are also the market leader in desking, electronic contracting and residual value data for the automotive finance industry. Our network of relationships combined with our market leading positions provide us with significant competitive advantages, including our ability to maximize cross-selling opportunities for our products and services to all of our customers and to expand the wide range of new participants in our network. For example, our new subsidiaries, Chrome Systems, Inc. and Automotive Lease Guide (ALG), Inc., will be better able to market and distribute their products and services through our network. We believe that customers who regularly use one of our solutions are more inclined to use one or more of our other solutions.

      Flexible Web-Based Delivery Model. We believe that our software as a service model is a superior method of delivering products and services to our customers. Our customers are able to access our highly specialized applications on-demand rather than incurring the expense and difficulty of installing and maintaining them independently. In addition, our open architecture facilitates integration with certain existing systems of our automotive dealer customers, financing sources and other service and information providers. We believe our flexible web-based delivery model enhances our customers’ operating efficiency and reduces their total operating costs.

      Broad and Integrated Suite of Solutions. Our broad range of integrated on-demand software products and services improves our customers’ operating efficiency in the pre-sales marketing and prospecting, sales and finance and insurance stages of the automotive retail industry value chain. We believe that none of our competitors currently offer a comparable suite of integrated solutions and that the breadth of our existing solutions provides us with a competitive advantage.

      Independent Network. Our web-based network is independent and does not give any one financing source preference over any other financing source. Each dealer sees its individualized list of available financing sources listed alphabetically, based on our proprietary matching process, and can transmit credit application

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information simultaneously to multiple financing sources selected by them. Financing sources’ responses to requests for financing through our network are presented back to the dealer in their order of response. We believe that this neutral approach makes our network more appealing to both automotive dealers and financing sources than captive alternatives that favor financing sources owned or controlled by one or more automobile manufacturers.

      Proven Acquisition Strategy. We have augmented the growth of our business by successfully completing strategic acquisitions. In executing our acquisition strategy, we have focused on identifying businesses that we believe will increase our market share or that have products, services and technology that are complementary to our product and service offerings. We believe that our success in completing these acquisitions and integrating them into our business has allowed us to maintain our leadership position in the industry, enhance our network of relationships and accelerate our growth.

Our Growth Strategy

      Our growth strategy is to leverage our position as a leading provider of on-demand software solutions to the U.S. automotive retail industry. Key elements of our growth strategy are:

      Sell Additional Products and Services to Our Existing Customers. We believe that we are well-positioned to increase the number of products and services purchased by our existing customers. Many of our subscription-based products and services were recently introduced to our customers, and we believe there are opportunities to increase the sales of these products and services to dealers and financing sources. We believe that a significant market opportunity exists for us to sell additional products and services to the approximately 70% of our over 20,000 active dealer customers that utilize our credit application processing product, but have not yet purchased one or more of our subscription-based products or services. Similarly, the over 140 financing sources that utilize our credit application product represent a market opportunity for us to sell our electronic contracting solution, which approximately 10% of our financing source customers have implemented to date.

      Expand Our Customer Base. We intend to increase our market penetration by expanding our automotive dealer and financing source customer base through the efforts of our direct sales force. Although we currently enjoy active relationships with over 80% of all franchised dealers, currently less than 5% of the approximately 50,000 independent dealerships in the United States are active in our network. We believe that we are well positioned to increase the number of these active dealer relationships. While we currently have over 140 active financing source customers, we will focus on adding the captive financing affiliates of foreign automotive manufacturers, as well as select regional banks, financing companies and other financing sources to our network. We also intend to increase the number of other service and information providers in our network by adding, among others, insurance and other aftermarket service providers.

      Expand Our Product and Service Offerings. We expect to expand our suite of products and services to address the evolving needs of our customers. We have identified a number of opportunities to leverage our network of relationships and our core competencies to benefit dealers, financing sources and other service and information providers. For example, we believe there are opportunities to generate additional revenue from insurance and other aftermarket providers by allowing their products and services to be accessed and offered in our network. We also see opportunities to generate additional revenue by aggregating automotive industry information we have collected and offering reporting of the aggregated information to dealers, financing sources and other industry participants.

      Pursue Acquisitions and Strategic Alliances. We intend to continue to grow and advance our business through acquisitions and strategic alliances. We believe that acquisitions and strategic alliances will allow us to enhance our product and service offerings, sell new products using our network, improve our technology and/or increase our market share.

Products and Services

      We offer a broad suite of integrated solutions for the U.S. automotive retail industry. We typically charge for our products and services on either a transaction and/or subscription basis as indicated below.

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Segment		Products and Services	Subscription/Transaction
Pre-Sales Marketing and Prospecting:		• ALG Residual Value Guides*		• Subscription
		• Chrome Carbook®*		• Subscription
		• PC Carbook®*		• Subscription
		• WebsitePlustm		• Subscription
Sales:		• Chrome Inventory Searchtm*		• Subscription
		• Credit Reports		• Transaction
		• DeskLinktm		• Subscription
		• FinanceWizardtm		• Subscription
Finance and Insurance:
	Financing	• BookOut		• Subscription
		• ToolKittm (includes our credit application processing product)		• Transaction
	Aftermarket Sales:	• DealerTrack eMenutm		• Subscription
	Contracting:	• DealTransfertm		• Subscription
		• eContracting		• Subscription and Transaction
Data and Reporting:		• ActivityReportstm		• Subscription
		• ALG Data Services*		• Subscription
		• Chrome New Vehicle Data*		• Subscription
		• Chrome VIN Search Data*		• Subscription

*  Products and services not included in our consolidated results of operations, as these products and services were not acquired until after March 31, 2005.

     We charge dealers a subscription fee for each of our products and services, other than our credit application processing product and Credit Reports. We charge a transaction fee to our financing source customers for each credit application submitted to them and for each financing contract executed via our eContracting product. We charge a transaction fee to the dealer or credit report provider for each fee-bearing Credit Report accessed by dealers.

Pre-Sales Marketing and Prospecting

      ALG Residual Value Guides — ALG Residual Value Guides are the industry standard for the residual value forecasting of vehicles. New car residual values are available in a national percentage guide, as well as regional dollar guides. Financing sources and dealers use ALG Residual Guidebooks as the basis to create leasing programs for new and used automotive leases. We charge our financing source customers, dealer customers and other industry participants subscription fees to use this product.

      Chrome Carbook® and PC Carbook® — Chrome Carbook and PC Carbook provide automotive specification and pricing information. These products enable dealers, financial institutions and consumers to specify

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and price both new and used automobiles online, which helps promote standardized information among these parties and facilitates the initial contact between buyer and seller. We charge our dealer customers and other industry participants subscription fees to use this product.

      WebsitePlus^tm — WebsitePlus enables visitors to a dealer’s website to submit credit application data online that the dealer can then access by logging onto our network. This product provides dealers with valuable consumer leads. It also expedites the sales and finance process because the dealer does not need to re-enter the consumer’s credit information when the consumer enters the dealership. We charge our dealer customers subscription fees to use this product.

Sales

      Chrome Inventory Search^tm — Chrome Inventory Search is a web-based automobile locator solution that enables automobile buyers and sellers to search inventory belonging to a single dealer or dealer group, using detailed specifications or selection criteria. Dealers can use this product to order specific automobiles quickly from manufacturers and search their inventory for automobiles to meet a specific consumer’s need. We charge our dealer customers subscription fees to use this product.

      Credit Reports — With Credit Reports, dealers can electronically access a consumer’s credit reports from each of Equifax Inc., Experian Information Solutions, Inc., TransUnion LLC and First American CREDCO, the leading credit reporting agencies. The dealer can use the consumer’s credit report to determine an appropriate automobile and financing package for that particular consumer. We charge our dealer customers or credit report providers transaction fees each time a fee-bearing Credit Report is accessed by dealers.

      DeskLink^tm — With DeskLink, dealers can search the hundreds of current financing source programs in our database within seconds to find the current financing or lease that is best for a consumer and the most profitable for themselves. We charge our dealer customers subscription fees to use this product.

      FinanceWizard^tm — FinanceWizard assists dealers in finding financing for consumers with low credit scores, while maximizing their own profit. In addition, dealers can quickly pre-qualify prospective consumers and then match the best financing source program against their available inventory. We charge our dealer customers subscription fees to use this product.

Finance and Insurance

      BookOut — With BookOut, a dealer can quickly and easily look up used automobile values by year/make/model or vehicle identification number for use in the credit application process. We currently offer separate BookOut subscriptions for data provided by Kelley Blue Book and NADA. We expect to offer a BookOut subscription for data provided by Black Book National Auto Research during 2005. This product facilitates the financing process by providing dealers with reliable valuation information about the relevant automobile. We charge our dealer customers subscription fees to use this product.

      DealerTrack eMenu^tm — DealerTrack eMenu allows dealers to consistently present consumers the full array of insurance and other aftermarket product options they offer in a menu format. The product also creates an auditable record of the disclosures to consumers during the aftermarket sales process, helping to reduce dealers’ potential legal risks. We charge our dealer customers subscription fees to use this product.

      DealTransfer^tm — DealTransfer permits dealers to transfer transaction information directly between select dealer management systems and our ToolKit product with just a few mouse clicks. This allows dealers to avoid reentering transaction information once the information is on any of the dealer’s systems. We charge our dealer customers subscription fees to use this product.

      eContracting — Our eContracting product allows dealers to obtain electronic signatures and transmit contracts and contract information electronically to financing sources that subscribe to eContracting. eContracting increases the speed of the automotive financing process by replacing the cumbersome paper contracting process with an efficient electronic process. We charge our dealer customers subscription fees to

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use this product and our participating financing source customers transaction fees for each contract that we transmit electronically to them via this product.

      ToolKit^tm — ToolKit facilitates the online credit application process by enabling dealers to transmit a consumer’s credit application information to one or multiple financing sources and obtain credit decisions quickly and efficiently. Generally, our dealer customers maintain active relationships with numerous financing sources. We offer each financing source customer the option to provide other value added services to dealers that facilitate the financing process, including dealer reserve statements, payoff quotes, prospect reports for consumers nearing the end of their current loan or lease and reports of current financing rates and programs. We charge our financing source customers transaction fees for each credit application dealers transmit to them through this product.

Data and Reporting

      ActivityReports^tm — ActivityReports provides dealers with reports about their F&I operations such as summaries of applications by type, term, amount and income, summaries of application statuses and approval ratios by financing source, credit score range or user, summaries of applications, statuses and the contract booking ratios by financing source, summaries of credit report activity by provider and score range and summaries of credit applications and credit reports by user. We charge our dealer customers subscription fees to use this product.

      Chrome New Vehicle Data — Chrome New Vehicle Data identifies base automobile prices, as well as the standard and optional equipment available on particular automobiles. Dealers provide Chrome’s data on their websites and financing sources use the data in making financing decisions. We charge our dealer and financing source customers subscription fees to use this product.

      Chrome VIN Search Data — Chrome VIN Search Data assists a dealer in identifying an individual or group of automobiles by using vehicle identification numbers (“VINs”). VIN Search Data facilitates sales of a dealer’s used automobile inventory by ensuring accurate valuations for both consumer trade-ins, as well as the dealer’s used automobile inventory. We charge our dealer customers subscription fees to use this product.

      ALG Data Services — ALG is the primary provider of vehicle residual value data to automotive industry participants, including manufacturers, banks and other financing sources, desking software companies and automotive websites. We charge industry participants subscription fees for these data services.

International

      Through our subsidiary, dealerAccess Canada Inc., we are a leading provider of on-demand credit application processing services to the indirect automotive finance industry in Canada. We currently provide our Canadian customers with only our credit application processing product. We believe we have the potential in the future to provide our Canadian customers with an integrated suite of products and services similar to that which we offer our domestic customers. In 2004, our Canadian operations generated less than 10% of our revenue.

Sales and Marketing

Direct Sales

      Our sales force is divided into two separate groups: one focused on financing sources and one focused on dealers. Both groups focus on increasing subscriptions for our subscription-based products and services and the implementation and usage of our transaction-based products and services. The financing source group also focuses on adding more financing sources to our network. Our sales teams strive to increase products and services purchased by existing customers and to expand the range of services we provide our customers. Our sales force covers all 50 states in the United States and consisted of 75 full-time employees as of May 31, 2005.

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Marketing

      Our marketing strategy is to establish our brand as the leading on-demand automotive sales and finance network. Our marketing programs include a variety of advertising, events and public relations activities targeted at key executives and other decision makers within the automotive retail industry, such as:

•  participation in, and sponsorship of, user conferences, trade shows and industry events;

•  using our website to offer our service and to provide product and company information;

•  cooperative marketing efforts with financing sources and other partners, including joint press announcements, joint trade show activities, channel marketing campaigns and joint seminars;

•  hosting events to publicize our products and services to existing customers and prospects;

•  facsimile, direct mail and email campaigns; and

•  advertising in automotive trade magazines and other periodicals.

Customer Service and Training

Customer Service

      We believe superior customer support is important to retaining and expanding our customer base. We have a comprehensive technical support program to assist our customers in maximizing the value they get from our products and services and solving any problems or issues with our service. We provide telephone support, e-mail support and online information about our products and services. Our outsourced customer service group handles general customer inquiries, such as questions about resetting passwords, how to subscribe to products and services, the status of product subscriptions and how to use our products and services, and is available to customers by telephone, e-mail or over the web. Telephone support is provided by technical support specialists on our team, who are extensively trained in the use of our solutions. Our customer service team consisted of 20 full-time employees as of May 31, 2005.

Training

      We believe that dealership employees often require specialized training to take full advantage of our solutions. We have developed an extensive training program for our dealers. We believe that this training is important to enhancing the DealerTrack brand and reputation and increasing utilization of our products and services. Training is conducted via telephone, the Internet and in person at the dealership. In training our dealers, we emphasize utilizing our network to help them increase profitability and efficiencies.

Customers

      Currently, our primary customers are dealers and financing sources. Our network of financing sources includes the largest national prime, near prime and non-prime financing sources; regional and local banks and credit unions. As of May 31, 2005, we had over 140 electronically connected financing sources. The top 20 independent financing sources in the United States and eight automotive captive finance companies are among our customers. Our captive financing source customers are Hyundai Motor Finance Company, Infiniti Financial Services, Kia Motors Finance, Nissan Motor Acceptance Corporation, Mitsubishi Motors Credit of America, Inc., Subaru of America, Inc, Southeast Toyota Finance and Suzuki Financial Services. As of May 31, 2005, we had over 20,000 automotive dealers actively using our network, including over 80% of the franchised dealers in the United States. Our top dealer group customers in fiscal year 2004 included AutoNation Inc., United Auto Group Inc., Sonic Automotive Inc., Van Tuyl Inc. and Group 1 Automotive Inc. The subscription agreements with our dealers typically run for one to three years, with one year automatic extensions. Our initial product subscription agreements with our financing source customers typically run for two to three years with one year automatic extensions. Our top financing source customers in fiscal year 2004 included AmeriCredit Financial Services, Inc., Capital One Auto Finance, Inc., Centrix Financial, LLC, Chase Auto Finance, CitiFinancial Auto, Citizens Financial Group, Inc., HSBC Auto Finance, Triad

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Financial Corporation, Wells Fargo & Company, Wells Fargo Financial, Inc. and WFS Financial, Inc. No customer represented more than 10% of our revenue in fiscal year 2004.

Competition

      The market for sales and finance solutions in the U.S. automotive retail industry is highly competitive, fragmented and subject to changing technology, shifting customer needs and frequent introductions of new products and services. Our current principal competitors include:

•  web-based automotive finance credit application processors, including CUDL and RouteOne;

•  proprietary finance credit application processing systems, including those used and provided to dealers by American Honda Finance Corp. and Volkswagen Credit;

•  dealer management system providers, including ADP, Inc. and The Reynolds and Reynolds Company;

•  automotive retail sales desking providers, including ADP, Inc. and Market Scan Information Systems, Inc.; and

•  vehicle configuration providers, including Autodata Solutions Company, Automotive Information Center and JATO Dynamics, Inc.

      We also compete with warranty and insurance providers, as well as software providers, among others, in the market for menu-selling products and services. We believe that we compete favorably with our competitors on the basis of our extensive network of relationships, our on-demand delivery platform, our distribution capability and our broad and integrated suite of products and services. We also believe that our neutral approach makes our network more appealing to both automotive dealers and financing sources than captive alternatives that favor financing sources owned or controlled by one or more automobile manufacturers. However, some of our competitors may be able to devote greater resources to the development, promotion and sale of their products and services than we can to ours, which could allow them to respond more quickly than we can to new technologies and changes in customer needs. In particular, RouteOne, a joint venture formed and controlled by Chrysler Financial Corporation, Ford Motor Credit Corporation, General Motors Acceptance Corporation and Toyota Financial Services, enjoys relationships with these and other affiliated captive financing sources, which are not part of our network. Our ability to remain competitive will depend to a great extent upon our ongoing performance in the areas of product development and customer support.

Technology

      Our technology platform is robust, flexible and extendable and is designed to be integrated with a variety of other technology platforms. We believe our open architecture is fully scaleable and designed for high availability, reliability and security. Product development expense for the years ended December 31, 2002, 2003 and 2004 was $2.1 million, $1.5 million and $2.3 million, respectively. Product development expense for the three months ended March 31, 2005 was $0.8 million. Our technology includes the following primary components:

Web-Based Interface

      Dealer and financing source customers access our on-demand application products and services through an easy-to-use web-based interface. Our web-based delivery method gives us control over our applications and permits us to make modifications at a single central location. We can easily add new functions and deliver new products to our customers by centrally updating our software on a regular basis, without adding new architecture.

Partner Integration

      We believe that our on-demand model is a uniquely suited method of delivering our products and services to our customers. Our customers can access our highly specialized applications on-demand, avoiding the expense and difficulty of installing and maintaining them independently. Our financing source integration and partner integration use XML encoded messages. We are a member of both STAR (Standards for Technology

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in Automotive Retail) and AFSA (American Financial Services Association) and are committed to supporting published standards as they evolve.

Infrastructure

      Our technology infrastructure is hosted externally and consists of a production site and a disaster recovery site. We believe that the production site is fully redundant with no single point of major failure. Our customers depend on the availability and reliability of our products and services and we employ system redundancy in order to minimize system downtime.

Security

      We maintain high security standards with a layered firewall environment. Our communications are secured using secure socket layer 128-bit encryption. We employ an intrusion detection system operating both externally to our website (outside the firewall), as well as internally. Our firewalls and intrusion detection system are both managed and monitored continuously by an independent security management company. We also utilize a commercial software solution to securely manage user access to all of our applications. All incoming traffic must be authenticated before it is authorized to be passed on to the application. Once a user has been authorized, access control to specific functions within the site is performed by the application. Our access control system is highly granular and includes the granting and revocation of user permissions to functions on the site.

      We maintain a certification from TruSecure Corporation, a leading industry security certification body. This certification program entails a comprehensive evaluation of our security program, including extensive testing of our website’s perimeter defenses. As a result of this process, recommendations are made and implemented. The certification program requires continual monitoring and adherence to critical security policies and practices.

Government Regulation

      The indirect automotive financing and automotive retail industries are subject to extensive and complex federal and state regulation. Our customers, such as banks, finance companies, savings associations, credit unions and other financing sources, and automotive dealers, operate in markets that are subject to rigorous regulatory oversight and supervision. Our customers must ensure that our products and services work within the extensive and evolving regulatory requirements applicable to them, including those under the Truth in Lending Act, the GLB Act and Regulation P and the Federal Trade Commission’s (“FTC”) Safeguards Rule, the Equal Credit Opportunity Act, the regulations of the Federal Reserve Board, the FCRA, and other state and local laws and regulations. In addition, entities such as the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Office of Thrift Supervision, the National Credit Union Administration and the FTC have the authority to promulgate rules and regulations that may impact our customers, which could place additional demands on us.

      The role of our products and services in assisting our customers’ compliance with these requirements depends on a variety of factors, including the particular functionality, the interactive design, and the classification of the customer. We are not a party to the actual financing and lease transactions that occur in our network. Our financing source and automotive dealer customers must assess and determine what is required of them under applicable laws and regulations and are responsible for ensuring that our network conforms to their regulatory needs. We generally do not make representations to customers regarding their applicable regulatory requirements, and rely on each of our customers to identify its regulatory issues and respond appropriately.

      Consumer Privacy and Data Security Laws. Consumer privacy and data security laws on the federal and state levels govern the privacy of consumer information generally and may apply to our business in our capacity as a service provider for regulated financial institutions and automotive dealers that are subject to the FTC’s Privacy of Consumer Financial Information Regulations and Safeguards Rule.

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      These laws and regulations restrict our customers’ ability to share nonpublic personal consumer information with non-affiliated companies, as well as with affiliates under certain circumstances. They also require certain standards for information security plans and operations, including standards for consumer information protection and disposal. If a financing source or dealer discloses consumer information provided through our network in violation of these laws, regulations or applicable privacy policies, we may be subject to claims from such consumers or enforcement actions by state or federal regulatory authorities.

      Legislation is pending on the federal level and in most states that could impose additional duties on us relating to the collection, use or disclosure of consumer information, as well as obligations to secure that information or provide notices in the event of an actual or suspected unauthorized access to or use of information contained within our system. The FTC and federal banking regulators have also issued regulations requiring regulated financial institutions to obtain certain assurances and contractual protections relating to the security and disposal of information maintained by service providers such as us.

      While we believe our current business model is consistent with existing laws and regulations, emerging case law and regulatory enforcement initiatives, as well as the passage of new laws and regulations, may limit our ability to use information to develop additional revenue streams in the future.

      Fair Credit Reporting Act. The FCRA imposes limitations on the collection, distribution and use of consumer report information and imposes various requirements on providers and users of consumer reports and any information contained in such reports. Among other things, the FCRA limits the use and transfer of information that would otherwise be deemed a consumer report under the FCRA, and imposes certain requirements on providers of information to credit reporting agencies and resellers of consumer reports with respect to ensuring the accuracy and completeness of the information and assisting consumers who dispute information on their consumer reports or seek to obtain information involving theft of their identity. The use of such information in violation of the FCRA could, among other things, result in a provider of information or reseller of consumer reports being deemed a consumer reporting agency, which would subject the provider or reseller to all of the compliance requirements applicable to consumer reporting agencies contained in the FCRA. While we believe we have structured our business so that we will not be considered to be a consumer reporting agency, we may in the future determine that it is necessary for us to become a consumer reporting agency due to changing legal standards, customer needs, or for competitive reasons. If we are deemed to be, or elect to treat ourselves as, a consumer reporting agency, our operating costs would increase, which could adversely affect our business, prospects, financial condition and results of operations.

      State Laws and Regulations. The GLB Act and the FCRA contain provisions that preempt some state laws to the extent the state laws seek to regulate the distribution and use of consumer information. The GLB Act does not limit states’ rights to enact privacy legislation that provides greater protections to consumers than those provided by the GLB Act. The FCRA generally prohibits states from imposing any requirements with respect only to certain specified matters and it is possible that some state legislatures or agencies may limit the ability of businesses to disclose consumer information beyond the limitations provided for in the GLB Act or the FCRA.

      Revised Uniform Commercial Code Section 9-105, E-SIGN and UETA. In the U.S., the enforceability of electronic transactions is primarily governed by E-SIGN, a federal law enacted in 2000 that largely preempts inconsistent state law, and the UETA, a uniform state law that was finalized by the NCCUSL in 1999 and has been adopted by most states. Case law has generally upheld the use of electronic signatures in commercial transactions and in consumer transactions where proper notice is provided and consumer consent to electronic contracting is obtained. The Revised Uniform Commercial Code Section 9-105 seeks to implement a regime to perfect security interests in electronic chattel paper. These laws impact the degree to which the financing sources in our network use our eContracting product. We believe that our eContracting product enables the perfection of a security interest in electronic chattel paper by meeting the transfer of “control” requirements of UCC 9-105. However, this issue has not been challenged in any legal proceeding. If a court were to find that our electronic contracting product is not sufficient to perfect a security interest in electronic chattel paper, or if existing laws were to change, our business, prospects, financial condition and results of operations could be materially adversely affected.

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      Internet Regulation. We are subject to federal, state and local laws applicable to companies conducting business on the Internet. Today, there are relatively few laws specifically directed towards online services. However, due to the increasing popularity and use of the Internet and online services, laws and regulations may be adopted with respect to the Internet or online services covering issues such as online contracts, user privacy, freedom of expression, pricing, fraud liability, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Proposals currently under consideration with respect to Internet regulation by federal, state, local and foreign governmental organizations include, but are not limited to, the following matters: on-line content, user privacy, restrictions on email communications, data security requirements, taxation, access charges, liability for third-party activities such as unauthorized database access, and jurisdiction. Moreover, we do not know how existing laws relating to these issues will be applied to the Internet and whether federal preemption of state laws will apply.

Intellectual Property

      Our success depends, in large part, on our intellectual property and other proprietary rights. We rely on a combination of patent, copyright, trademark and trade secret laws, employee and third-party non-disclosure agreements and other methods to protect our intellectual property and other proprietary rights. In addition, we license technology from third parties.

      We have been issued three United States utility patents and have patent applications pending in the United States, Canada and Europe. Two of the utility patents relate, among other things, to a system and method for credit application processing and routing. We have both registered and unregistered copyrights on aspects of our technology. We have a U.S. federal registration for the mark “Dealer Track”. We also have U.S. federal registrations and pending registrations for several additional marks we use and claim common law rights in other marks we use. We also have filed some of these marks in foreign jurisdictions. The duration of our various trademark registrations varies by mark and jurisdiction of registration. In addition, we rely, in some circumstances, on trade secrets law to protect our technology, in part by requiring confidentiality agreements from our corporate partners, employees, consultants, advisors and others.

      In addition to our efforts to register our intellectual property, we believe that factors such as the technological and creative skills of our personnel, new service developments, frequent enhancements and reliability with respect to our services are essential to establishing and maintaining a technology and market leadership position.

Facilities

      Our headquarters are located in Lake Success, New York, where we lease approximately 40,000 square feet of office space. Our principal properties, all of which are leased, are described below:

			Approximate		Lease/Sublease
Use	Property Location		Square Feet		Expiration Date
Corporate headquarters		Lake Success, NY		40,000	November 5, 2014
Chrome Systems, Inc.		Portland, OR		16,300	August 31, 2008
DealerTrack Aftermarket Services, Inc.		Rosemont, IL		8,300	June 30, 2010
Automotive Lease Guide (ALG), Inc.		Santa Barbara, CA		8,200	June 14, 2007
DealerTrack Aftermarket Services, Inc.		Longwood, FL		7,300	January 1, 2009
dealerAccess Canada Inc.		Richmond Hill, Ontario		5,000	April 30, 2008

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Employees

      As of May 31, 2005, we had a total of 499 employees. None of our employees is represented by a labor union. We have not experienced any work stoppages and believe that our relations with our employees are good.

Legal Proceedings

      From time to time, we are a party to litigation matters arising in connection with the normal course of our business, none of which is expected to have a material adverse effect on us. In addition to the litigation matters arising in connection with the normal course of our business, we are party to the litigation described below.

      On January 28, 2004, we filed suit against RouteOne in the United States District Court for the Eastern District of New York. Our complaint seeks declaratory and injunctive relief, as well as damages, against RouteOne for infringement of two patents owned by DealerTrack, Inc. which relate to a system and method for credit application processing and routing. Our complaint also seeks relief for RouteOne’s acts of copyright infringement, circumvention of technological measures and common law fraud and unfair competition. Fact discovery is substantially completed and expert discovery is beginning.

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MANAGEMENT

Directors and Executive Officers

      The following table sets forth certain information about our executive officers and directors upon completion of this offering.

Name	Age		Position
Mark F. O’Neil		47	Chairman of the Board, President and Chief Executive Officer
Robert J. Cox III		39	Senior Vice President, Chief Financial Officer and Treasurer
Charles J. Giglia		54	Senior Vice President, and Chief Information Officer — DealerTrack, Inc.
Eric D. Jacobs		38	Senior Vice President, General Counsel and Secretary
Vincent Passione		43	President — DealerTrack, Inc.
Mary Cirillo-Goldberg		58	Lead Director
Daniel E. Berce(1)		51	Director
Steven J. Dietz		42	Director
Thomas R. Gibson		62	Director
James David Power III		74	Director
Howard L. Tischler		51	Director

(1)  Mr. Berce will resign from the board of directors immediately prior to the completion of this offering.

      Mark F. O’Neil has served as our Chairman of the Board, President and Chief Executive Officer since May 2005 and has served as a member of the board of directors since August 2001. From August 2001 to May 2005, Mr. O’Neil served as our Chief Executive Officer and President. From February 2001 to May 2005, Mr. O’Neil served as President, and he continues to serve as Chairman of the Board, Chief Executive Officer and a director of DealerTrack, Inc. Mr. O’Neil began his career at Intel Corporation, where he first developed knowledge of the technology industry. He subsequently worked for McKinsey & Co. before moving to the automotive industry in the late 1980’s. His experience in the automotive industry includes serving as President of Ertley MotorWorld, a dealer group based in Pennsylvania. From this traditional retail dealer group, Mr. O’Neil went on to co-found and lead the development and rollout of CarMax, Inc., a publicly-traded used automobile retailer. From June 2000 through January 2001, Mr. O’Neil was President and Chief Operating Officer of Greenlight.com, an online automotive sales website. Mr. O’Neil holds a BS in Industrial Engineering from Worcester Polytechnic Institute and an MBA from Harvard Business School.

      Robert J. Cox III has served as our Senior Vice President, Chief Financial Officer and Treasurer since November 2004. From May 2002 to October 2004, Mr. Cox was our Vice President of Finance and Treasurer, from January 2002 to April 2002, Mr. Cox served as our Vice President of Finance, Treasurer and Secretary, from August 2001 to December 2001, Mr. Cox served as our Director of Finance, Treasurer and Secretary, and from June 2001 to July 2001, Mr. Cox served as Director of Finance, Treasurer and Secretary for DealerTrack, Inc. In 1998, Mr. Cox joined Triton International, Inc., a facilities-based provider of wireless and wire-line telecommunications products, as its Executive Vice President and Chief Financial Officer and left in January 2001. Triton filed a bankruptcy petition under Chapter 7 of the Bankruptcy Code on August 29, 2001. In 1991, he joined Green Stamp America, Inc., a real estate investment company, as their Controller and was elevated to the position of Chief Financial Officer in 1996. Mr. Cox began his career at KPMG LLP in the audit practice. Mr. Cox holds a BS in Accounting from St. Bonaventure University and an MBA from the Columbia University Graduate School of Business and is a CPA.

      Charles J. Giglia has served as Senior Vice President and Chief Information Officer of DealerTrack, Inc. since January 2003. From February 2001 until January 2003 he served as Vice President and Chief

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Information Officer of DealerTrack, Inc. Mr. Giglia was a Vice President of the Chase Manhattan Bank, responsible for Internet development in its Diversified Consumer Services business, before joining DealerTrack. Prior to that, from 1980 to 1995, he served as online delivery group project manager with responsibility for managing multiple service delivery applications. Mr. Giglia holds a BS in Computer Science with a minor in Business and an MBA in Management Information Systems, both from the New York Institute of Technology.

      Eric D. Jacobs has served as our Senior Vice President, General Counsel and Secretary since January 2004. From April 2002 to December 2003, Mr. Jacobs served as our Vice President, General Counsel and Secretary. From August 1998 to April 2002, Mr. Jacobs was an associate at the international law firm of O’Melveny & Myers LLP where he specialized in general corporate and securities law. Prior to becoming an attorney, Mr. Jacobs was an audit manager at KPMG LLP. Mr. Jacobs holds a BS in Business Administration with a major in Accounting, magna cum laude, from Rider University and a JD, with honors, from the Rutgers School of Law-Newark, and is a CPA.

      Vincent Passione has served as President of DealerTrack, Inc. since May 2005. From September 2003 to May 2005 he served as its Executive Vice President and Chief Operating Officer. From August 1999 until he joined DealerTrack, Mr. Passione served as Chief Executive Officer of OnMoney.com, a financial management web site, and President of Ameritrade’s Institutional Client Division’s new custodial platform, “Ameritrade Connection.” Prior to joining OnMoney.com, Mr. Passione spent six years at Citigroup in a variety of positions, including as the Chief Operations Officer for Citi f/i (now Citibank Online) and Chief Technology Officer for Citigroup’s U.S. Consumer Bank. Mr. Passione has a BS in computer science, cum laude, from New York Polytechnic Institute.

      Mary Cirillo-Goldberg has served as lead director of DealerTrack since May 2005 and as a director of DealerTrack since December 2002. Since September 2003, Ms. Cirillo-Goldberg has served as an advisor to Hudson Ventures, a venture capital fund. Ms. Cirillo-Goldberg served as the Chairman and Chief Executive Officer of OPCENTER, LLC, a privately held company that provides help desk, e-commerce and network operations services, from March 2000 to September 2003. From June 1997 through March 2000, she served as Executive Vice President and Managing Director of Bankers Trust Corporation. Ms. Cirillo-Goldberg currently serves as a director of Health Care Property Investors, Inc. and The Thomson Corporation, which are both publicly held, GlobalServe, Inc., which is privately held, and several non-profit organizations, and on the advisory boards of numerous non-profit organizations.

      Daniel E. Berce has served as a director of DealerTrack since October 2004, pursuant to the stockholders’ agreement. Mr. Berce has been President of AmeriCredit Corp. since April 2003 and a director since 1990. Mr. Berce served as Vice Chairman and Chief Financial Officer of AmeriCredit Corp. from November 1996 to April 2003 and Executive Vice President, Chief Financial Officer and Treasurer from November 1994 until November 1996. Mr. Berce is also a director of Curative Health Services, Inc. and AZZ Incorporated, both publicly held companies.

      Steven J. Dietz has served as a director of DealerTrack since April 2002, pursuant to the stockholders’ agreement. Mr. Dietz is employed by GRP Management Services, Inc., a private equity firm and affiliate of GRP II, L.P., GRP II Partners, L.P. and GRP II Investors, L.P., where he has been a Vice President since 1996 when the firm was created. Prior to 1996, Mr. Dietz served as a Senior Vice President in the investment banking division of the Donaldson, Lufkin & Jenrette Securities Company. Mr. Dietz also serves as a director of several privately held companies. Mr. Dietz served as a director and member of the audit committee of Garden.com from 1998 until January 2001, when the company’s securities were no longer registered pursuant to Section 12 of the Exchange Act. Mr. Dietz holds a BS in Finance from the University of Colorado.

      Thomas R. Gibson has served as a director of DealerTrack since June 2005. From 1994 to 2003, Mr. Gibson served as Chairman of Asbury Automotive Group, one of the nation’s largest automotive retailers. He was also Asbury’s Chief Executive Officer between 1994 and 1999, as well as Interim Chief Executive Officer for a portion of 2001. Prior to joining Asbury, he served as President and Chief Operating Officer of Subaru of America, Inc. and as Director of Marketing Operations and General Manager of Import Operations for Chrysler. Mr. Gibson began his career in 1967 with Ford Motor Company and held key marketing and

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field management positions in both the Lincoln-Mercury and Ford divisions. He also serves on the board of directors of IKON Office Solutions. Mr. Gibson is a graduate of DePauw University and holds an MBA from Harvard University.

      James David Power III has served as a director of DealerTrack since June 2002. Mr. Power has spent more than 35 years at, is a founder of, and from 1996 until April 2005 served as the Chairman of the Board of, J.D. Power and Associates, a marketing information firm. Mr. Power also serves as a director of IMPCO Technologies, Inc., a public company, which supplies alternative fuel products to the transportation, industrial and power generation industries. In 1992, Mr. Power was a recipient of the Automotive Hall of Fame’s Distinguished Service Citation, awarded each year to seven of the industry’s most accomplished leaders. He holds honorary doctorate degrees from College of the Holy Cross, California Lutheran University, California State University, Northridge and College Misericordia. He also serves as an adjunct professor of marketing at California State University, Northridge. Mr. Power holds a BA from the College of the Holy Cross and an MBA from The Wharton School of Finance at the University of Pennsylvania.

      Howard L. Tischler has served as a director of DealerTrack since March 2003, pursuant to the stockholders’ agreement. Mr. Tischler is employed by The First American Corporation (“First American”) where he serves as President and Chief Executive Officer of First American Credit Management Solutions, Inc. (“CMSI”) as well as President of Teletrack, Inc. He joined CMSI in 1999 as President and Chief Executive Officer of CMSI’s subsidiary, Credit Online, which was acquired by DealerTrack in March 2003. Upon the acquisition of CMSI by First American in 2001, Mr. Tischler assumed the additional role of President and Chief Executive Officer of CMSI. Prior to 1999, Mr. Tischler was a co-founder and President of Intelus Corporation, a privately held company, which provides document management systems for the financial and healthcare marketplaces. Mr. Tischler currently serves on the Engineering Advisory Board at George Washington University. He holds a BS degree in Mathematics from the University of Maryland and an MS degree in Engineering and Operations Research from George Washington University.

Board of Directors

      Our fourth amended and restated certificate of incorporation authorizes a board of directors consisting of at least three, but no more than eleven members. Currently, we have seven members on our board of directors, and upon completion of this offering, we expect our board of directors will consist of seven members, a majority of whom will be independent as defined under NASDAQ Marketplace Rule 4200(a)(15).

      We expect to elect one more additional independent director, prior to the completion of this offering, who will also serve on the audit committee. Mr. Berce, who was elected to our board pursuant to a provision in our stockholders’ agreement, has agreed to resign from the board immediately prior to the completion of this offering. Our stockholders’ agreement will automatically terminate immediately prior to the completion of this offering.

      In accordance with the terms of our fifth amended and restated certificate of incorporation and amended and restated by-laws, which will become effective upon completion of this offering, our board of directors will be divided into three classes equal in size to the extent possible (class I, class II and class III), with each class serving staggered three-year terms. Upon the completion of this offering, the members of our board will be divided into these three classes as follows:

•  the class I directors will be Messrs. Power and Tischler, and their terms will expire at the annual meeting of stockholders to be held in 2006;

•  the class II directors will be Mr. Dietz and the director we expect to elect prior to the completion of this offering, and their terms will expire at the annual meeting of stockholders to be held in 2007; and

•  the class III directors will be Ms. Cirillo-Goldberg and Messrs. Gibson and O’Neil, and their terms will expire at the annual meeting of stockholders to be held in 2008.

      Our fifth amended and restated certificate of incorporation will also provide that the authorized number of directors is as set out in the by-laws, which may be changed by resolution of our board of directors or

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stockholders who hold 75% of the voting power of our outstanding capital stock. The affirmative vote of the holders of 75% or more of our voting stock will be required to remove a director for cause. Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the board of directors and the limitations on the removal of our directors may have the effect of delaying or preventing changes in the control of us or our management.

      Each executive officer is elected or appointed by, and serves at the discretion of, the board of directors. Each of our executive officers and directors, other than non-employee directors, devotes his or her full time to our affairs. There are no family relationships among any of our directors or executive officers.

Board Committees

      Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The members of each committee are appointed by the board of directors and serve one-year terms.

      Audit Committee. We have an audit committee consisting of Messrs. Dietz and Gibson, and, when elected, the independent director we expect to elect prior to the completion of this offering. Mr. Dietz chairs the committee. The board of directors has determined that each member of the audit committee is independent and that Mr. Dietz is an audit committee financial expert, as defined by SEC rules, and has financial sophistication, in accordance with the applicable NASDAQ listing standards.

      The audit committee assists our board of directors in its oversight and evaluation of:

•  the integrity of our financial statements;

•  the independent registered public accounting firm’s qualifications and independence; and

•  the performance of our independent registered public accounting firm.

      The audit committee has the sole and direct responsibility for appointing, evaluating and retaining our independent registered public accounting firm and for overseeing their work. All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

      Compensation Committee. We have a compensation committee consisting of Ms. Cirillo-Goldberg and Messrs. Gibson and Power. Ms. Cirillo-Goldberg chairs the committee. The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Specific responsibilities of our compensation committee include:

•  reviewing and recommending approval of compensation of our executive officers;

•  administering our stock incentive and employee stock purchase plans; and

•  reviewing and making recommendations to our board of directors with respect to incentive compensation and equity plans.

      The board of directors has determined that each member of the compensation committee is independent in accordance with the applicable NASDAQ listing standards.

      Nominating and Corporate Governance Committee. We have a nominating and corporate governance committee consisting of Ms. Cirillo-Goldberg and Mr. Power. Ms. Cirillo-Goldberg chairs the committee. The purpose of the nominating and corporate governance committee is to:

•  identify and recommend nominees for election to our board of directors;

•  review our Code of Business Conduct and Ethics; and

•  oversee the evaluation of our board.

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      The board of directors has determined that each member of the nominating and corporate governance committee is independent in accordance with the applicable NASDAQ listing standards.

Compensation Committee Interlocks and Insider Participation

      All decisions regarding the base salaries of our executive officers for the fiscal year ended December 31, 2004 were made by our board of directors after recommendation by our compensation committee, which at the time consisted of Michael R. Barrington, Steven J. Dietz and David R. Lawson. All decisions regarding the bonuses of our executive officers for the fiscal year ended December 31, 2004 were made by our board of directors after recommendation by our compensation committee, which at the time consisted of Daniel E. Berce, Steven J. Dietz and David R. Lawson. All of these compensation committee members were subsequently replaced by Ms. Cirillo-Goldberg and Messrs. Gibson and Power. Mr. Lawson resigned from the board of directors on May 26, 2005. Mr. Dietz is currently chair of the audit committee.

      None of our executive officers serves, or during the fiscal year ended December 31, 2004 served, as a member of the compensation committee, or other committee serving an equivalent function. None of the current or former members of our compensation committee has ever been an employee of DealerTrack.

Director Compensation

      We reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in attending meetings of the board of directors or any committee of the board of directors. During the year ended December 31, 2004, our non-employee directors did not receive separate compensation for services rendered as directors. Effective July 1, 2005, each of our non-employee directors, other than Mr. Berce, will receive an annual retainer fee of $25,000, an additional $10,000 if they chair the audit committee and an additional $5,000 if they chair the compensation committee. Directors, other than Mr. Berce, will receive a fee of $2,000 for each board meeting attended, with a cap of $8,000 for the year ending December 31, 2005. Directors, other than Mr. Berce, will receive a fee of $2,000 for each committee meeting attended, with the audit and compensation committee chairs receiving $2,500 for each committee meeting attended. For the year ending December 31, 2005, the fees for attending committee meetings are capped at $16,000 for audit committee meetings, $15,000 for compensation committee meetings and $4,000 for nominating and corporate governance committee meetings. Directors, other than Mr. Berce, will receive a $1,000 fee for each meeting they participate in telephonically. No director who also serves as an employee receives separate compensation for services rendered as a director. Upon completion of this offering, we will have six non-employee directors on our board of directors: Messrs. Dietz, Power, Tischler and Gibson, Ms. Cirillo-Goldberg and a director we expect to elect prior to completion of this offering. Ms. Cirillo-Goldberg will serve as our lead independent director.

      We have granted the following stock options under our 2001 Stock Option Plan and our 2005 Incentive Award Plan to the following non-employee directors as of May 31, 2005:

Name of Director	Number of Shares		Date of Grant
Mary Cirillo-Goldberg		6,250	January 30, 2003
		50,000	May 26, 2005
James David Power III		6,250	June 18, 2002
		50,000	May 26, 2005
Howard L. Tischler		40,000	May 26, 2005
Steven J. Dietz		40,000	May 26, 2005
Thomas R. Gibson		40,000	May 26, 2005

      During the year ended December 31, 2004, we did not grant any stock options to the non-employee members of our board of directors. Each of our non-employee directors, other than Mr. Berce, was granted 3,500 shares of restricted common stock on May 26, 2005 except for Mr. Gibson who was granted 3,500 shares of restricted common stock on June 29, 2005. The vesting commencement date for this restricted common stock is July 1, 2005 and this restricted common stock will vest in three equal annual installments.

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      In May 2005, our board of directors adopted, and our stockholders approved, our 2005 Incentive Award Plan, which permits our board of directors to grant equity awards to our non-employee directors. Pursuant to the 2005 Incentive Award Plan, our board of directors has adopted a resolution providing that each non-employee director will automatically receive an option to purchase 30,000 shares of our common stock upon his or her appointment to our board of directors. These options will vest in three equal installments commencing on the first anniversary of the date of grant, subject to the non-employee director’s continued service as a director. Subject to an annual evaluation, which evaluation shall be overseen by our nominating and corporate governance committee, each non-employee director will automatically receive an annual grant of 3,500 shares of restricted common stock at each year’s annual meeting after which he or she will continue to serve as a director. The restricted common stock will vest in three equal annual installments commencing on the first anniversary of the grant date, subject to the non-employee director’s continued service as a director. Each non-employee director stock option will terminate on the earlier of ten years from the date of grant and three months after the recipient ceases to serve as a director, except in the case of death or disability, in which event the option will terminate one year from the date of the director’s death or disability. The exercise price of all of these options will equal the fair market value of our common stock on the date of grant. The formula-based option and restricted stock awards for non-employee directors will remain in effect unless and until our board of directors adopts a subsequent resolution that amends or terminates such formula.

      In May 2005, our board of directors adopted our Directors’ Deferred Compensation Plan. The Directors’ Deferred Compensation Plan is a non-qualified retirement plan. The Directors’ Deferred Compensation Plan allows our non-employee directors to elect to defer certain of the fees they would otherwise be entitled to receive for services rendered as directors. Amounts deferred under the Directors’ Deferred Compensation Plan are general liabilities of DealerTrack and are represented by bookkeeping accounts maintained on behalf of the participants. Such accounts are deemed to be invested in share units that track the value of our common stock. Distributions will generally be made to a participant either following the end of the participant’s service on our board, following a change of control if so elected, or over a fixed period of time elected by the participant prior to the deferral. Distributions will generally be made in the form of shares of our common stock. Our Directors’ Deferred Compensation Plan is intended to comply with Section 409A of the Code.

      Mr. O’Neil did not receive any compensation during the fiscal year ended December 31, 2004 for services rendered as a director. Mr. O’Neil’s compensation for service as our President and Chief Executive Officer is described in “Executive Compensation.”

      The non-employee directors are also covered by the Stock Ownership and Retention Plan, which is described in more detail below.

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Executive Compensation

      The following table sets forth the total compensation accrued for the year ended December 31, 2004 for our president and chief executive officer and each of our four other most highly compensated executive officers who earned at least $100,000 and who served as executive officers as of December 31, 2004. We collectively refer to these five individuals as our “named executive officers.”

Summary Compensation Table

											Long-Term
											Compensation
				Annual Compensation
											Restricted		Securities
								Other Annual			Stock		Underlying		All Other
Name and Principal Position		Year		Salary ($)		Bonus ($)		Compensation ($)			Awards ($)		Options (#)		Compensation ($)
Mark F. O’Neil			2004		450,000		557,201		—			—		581,953		—
	Chairman of the Board, President and Chief Executive Officer
Robert J. Cox III			2004		216,060		129,636		68,317	(1)		—		120,625		—
	Senior Vice President, Chief Financial Officer and Treasurer
Charles J. Giglia			2004		238,947		133,810		—			—		135,625		—
	Senior Vice President and Chief Information Officer — DealerTrack, Inc.
Eric D. Jacobs			2004		225,655		135,393		15,624	(2)		—		120,000		—
	Senior Vice President, General Counsel and Secretary
Vincent Passione			2004		350,000		237,195		26,676	(2)		—		118,000		—
	President — DealerTrack, Inc.

(1)	Relocation allowance.
(2)	Temporary housing paid by us.

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Option Grants in Last Fiscal Year

      The following table contains information regarding grants of options to purchase shares of our common stock pursuant to our 2001 Stock Option Plan to our named executive officers during the year ended December 31, 2004. The potential realizable value set forth in the last column of the table is calculated based on the term of the option at the time of grant, which is ten years. This value is based on assumed rates of stock price appreciation of 5% and 10% compounded annually from the date of grant until their expiration date, assuming a fair market value equal to an assumed initial public offering price of $          , minus the applicable exercise price. These numbers are calculated based on the requirements of the SEC and do not reflect our estimate of future stock price growth. Actual gains, if any, on stock option exercises will depend on the future price of the common stock on the date on which the options are exercised.

										Potential Realizable
										Value at Assumed
										Annual Rate of Stock
	Number of		Percentage of Total							Price Appreciation
	Securities		Options Granted to			Exercise				for Option Term(3)
	Underlying		Employees in			Price per		Expiration
Name	Options Granted		Fiscal Year(1)			Share(2)		Date		5%	10%
Mark F. O’Neil		414,953				$	2.80		05/2014
		167,000		31.80	%	$	2.80		08/2014
Robert J. Cox III		55,625				$	2.80		05/2014
		65,000		6.59	%	$	2.80		08/2014
Charles J. Giglia		45,625				$	2.80		05/2014
		90,000		7.41	%	$	2.80		08/2014
Eric D. Jacobs		70,000				$	2.80		01/2014
		50,000		6.56	%	$	2.80		08/2014
Vincent Passione		15,000				$	2.80		01/2014
		103,000		6.45	%	$	2.80		08/2014

(1)	Based on an aggregate of 1,829,650 shares subject to options granted to our employees in 2004, including the named executive officers.
(2)	The exercise price per share was determined to be equal to the fair market value per share of our common stock as valued by our board of directors on the date of grant.
(3)	Amounts represent hypothetical gains that could be achieved for stock options if exercised at the end of the option term. These gains are based on assumed rates of stock price appreciation of 5% and 10% compounded annually from the date stock options are granted. Actual gains, if any, on stock option exercises will depend on the future performance of our common stock on the date on which the stock options are exercised.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

      The following table sets forth information for each of the named executive officers regarding the number of shares subject to both exercisable and unexercisable stock options, as well as the value of unexercised in-the-money options, as of December 31, 2004. There was no public trading market for our common stock as of December 31, 2004. Accordingly, we have calculated the value of the unexercised in-the-money options at fiscal year-end on the basis of an assumed fair market value of our common stock as of December 31, 2004 equal to the assumed initial public offering price of $           per share, less the aggregate exercise price.

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      The following table also sets forth information for each of the named executive officers regarding stock options exercised in 2004 and stock options held as of December 31, 2004. These options were granted under our 2001 Stock Option Plan.

					Number of
					Securities Underlying				Value of Unexercised
					Unexercised Options				In-The-Money Options
	Shares				at Fiscal Year-End(1)				at Fiscal Year-End(2)
	Acquired on		Value
Name	Exercise (#)		Realized ($)		Exercisable		Unexercisable		Exercisable	Unexercisable
Mark F. O’Neil		—		—		521,814		535,080
Robert J. Cox III		—		—		45,766		119,260
Charles J. Giglia		—		—		56,639		144,611
Eric D. Jacobs		—		—		35,506		125,497
Vincent Passione		79,285		—		19,777		303,938

(1)	This table does not include additional 315,000 options granted to the named executive officers in the aggregate on May 26, 2005.
(2)	The value of unexercised in-the-money options has been calculated using the assumed initial public offering price of $           per share, less the exercise price of the option, multiplied by the number of shares underlying the options. Share numbers are based on exercisability as of December 31, 2004.

Employment Agreements

      Each of our named executive officers has entered into a written employment agreement with us that governs the terms and conditions of his employment. With respect to the named executive officers, each employment agreement provides:

•  The initial term of employment is through June 30, 2007, and will automatically be extended for additional one-year periods unless either party notifies the other of non-extension at least 60 days prior to the end of a term.

•  The minimum annual base salary for each of the named executive officers is as follows:

Mark F. O’Neil	$	476,000
Robert J. Cox III	$	250,000
Charles J. Giglia	$	250,000
Eric D. Jacobs	$	250,000
Vincent Passione	$	370,000

•  Each named executive officer is eligible to receive an annual performance-based cash bonus. Each year, the amount of such bonus, if any, is determined based upon our performance relative to certain performance benchmark targets.

•  Each named executive officer is prohibited from competing with us or soliciting our employees or customers during the term of his employment and for a period of two years thereafter.

•  In the event that a named executive officer’s employment is terminated by us without “cause” or by the executive for “good reason,” the named executive officer will be entitled to continue to participate in our health and welfare benefit plans for a period of one year following termination and to continue to be paid his base salary for a period of two years following termination. Additionally, the named executive officer shall be entitled to receive a pro rata annual bonus based on the percentage of the year worked through the date of termination. Notwithstanding the foregoing, in no event will any named executive officer be entitled to receive any such payment or benefits after he or she violates any non-compete or other restrictive covenant.

•  In the event that a named executive officer’s employment is terminated by us without “cause” or by the executive for “good reason,” the named executive officer shall be credited with twenty-four months

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of accelerated vesting with respect to any options or other equity-based awards granted under the 2001 Stock Option Plan or 2005 Incentive Award Plan. Upon a change of control, the named executive officer shall automatically be credited with thirty-six months of accelerated vesting with respect to any options or other equity-based awards granted under the 2001 Stock Option Plan or 2005 Incentive Award Plan. Further, in the event that, within twelve months following a change of control, a named executive officer’s employment is terminated, he experiences a material negative change in his compensation or responsibilities or he is required to be based at a location more than 50 miles from his current work location, any remaining unvested options or other equity-based awards granted under the 2001 Stock Option Plan or 2005 Incentive Award Plan shall become fully vested.

Stock Plans

2001 Stock Option Plan

      Our 2001 Stock Option Plan was adopted by our board of directors and approved by our stockholders on August 10, 2001, and amended by our board of directors on December 28, 2001, January 30, 2003 and January 30, 2004. A maximum of 3,300,000 options to purchase shares of common stock were originally authorized for issuance pursuant to the plan, and 2,178,950 options were outstanding as of May 31, 2005. As of May 26, 2005, our 2005 Incentive Award Plan replaced our 2001 Stock Option Plan, and no more options will be granted under our 2001 Stock Option Plan. No outstanding option granted under the 2001 Stock Option Plan shall be exercisable during the 180-day period immediately following the date of this prospectus. The purpose of the 2001 Stock Option Plan has been to further our growth and success by enabling our directors, officers, employees, advisors, and independent consultants or independent contractors to acquire shares of our common stock, thereby increasing their personal interest in our growth and success, and to provide a means of rewarding outstanding performance by such persons to us. All options granted under the 2001 Stock Option Plan have been non-qualified stock options (“NSOs”).

      Administration. The board of directors or the compensation committee of the board of directors may administer the grant of stock options and, subject to the provisions of the 2001 Stock Option Plan, determine the terms and conditions of each award. Each option granted under the 2001 Stock Option Plan is evidenced by a written option agreement.

      Expiration of Stock Options. Unless otherwise specified in the applicable option or employment agreement, all options granted under the 2001 Stock Option Plan shall terminate upon the first to occur of (i) the 10-year anniversary of the date on which the option is granted, (ii) the three-month anniversary of the date on which the option holder ceases to be a director, officer, employee, advisor, independent consultant or independent contractor to DealerTrack or one of its subsidiaries (a “Termination Event”), unless the Termination Event is a result of death or disability, or “for cause” (as defined in the 2001 Stock Option Plan), (iii) the 12-month anniversary of a Termination Event, if the Termination Event is due to the option holder’s death or disability, (iv) the date of a Termination Event, if the Termination Event is “for cause”, (v) on the effective date of a dissolution, winding-up or liquidation of DealerTrack, a reorganization, merger or consolidation in which DealerTrack is not the surviving corporation, or a sale of all or substantially all of the capital stock or assets of DealerTrack to another person or entity unless such change of control involves the assumption by another entity of outstanding options or the substitution for such options of new options, as described below, (vi) the date on which the option is assigned or transferred, unless such assignment or transfer is permitted by the 2001 Stock Option Plan, and (vii) the expiration of the option exercise period or the occurrence of an event, each as specified in the applicable option or employment agreement.

      Assignability. No option granted under the 2001 Stock Option Plan is assignable or otherwise transferable by the option holder, except back to DealerTrack or by will, the laws of descent and distribution or by gift, or if the option holder becomes disabled.

      Stock Option Exercise Price. The exercise price at which each share of common stock subject to an option granted under the 2001 Stock Option Plan may be purchased is determined at the time the option is granted; provided, however, that such price will in no event be less than 85% (or 110%, with respect to options granted to 10% stockholders of DealerTrack) of the fair market value on the date of grant of such common

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stock. The form of payment for the shares of common stock under the 2001 Stock Option Plan is determined by the board of directors and set forth in the applicable option agreement. In addition, the options granted to certain of our employees have accelerated vesting provisions.

      Change of Control. In connection with a change of control, each holder of an option outstanding at such time will be given (i) written notice of such transaction at least 20 days prior to its proposed effective date (as specified in such notice) and (ii) an opportunity, during the period commencing with delivery of such notice and ending 10 days prior to such proposed effective date, to exercise the option to the full extent to which such option would have been exercisable by the option holder at the expiration of such 20-day period. The foregoing provisions are not applicable in connection with a transaction involving the assumption of outstanding options by, or the substitution for such options of new options covering the stock of, the surviving, successor or purchasing entity, or a parent corporation or subsidiary corporation of those entities (as defined in Sections 424(e) and (f), respectively of the Code), with appropriate adjustments as to the number, kind and option prices of the stock subject to such options.

      Amendment and Termination. Except with respect to options then outstanding, the 2001 Stock Option Plan expires on the first to occur of (i) August 10, 2011 and (ii) the date as of which the board of directors, in its sole discretion, determines that the 2001 Stock Option Plan will terminate. The board has the authority to amend, suspend or terminate the 2001 Stock Option Plan, subject to stockholder approval of certain amendments.

2005 Incentive Award Plan

      In May 2005, our board of directors adopted, and our stockholders approved, our 2005 Incentive Award Plan. The principal purpose of the 2005 Incentive Award Plan is to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards. The 2005 Incentive Award Plan provides for a variety of such awards, including NSOs, incentive stock options (“ISOs”) (within the meaning of Section 422 of the Code), stock appreciation rights, restricted stock awards, restricted stock unit awards, deferred stock awards, dividend equivalents, performance share awards, performance-based awards, stock payment awards, or other stock-based awards. 3,100,000 shares of common stock are reserved for issuance under the 2005 Incentive Award Plan, as well as shares of common stock that remain available for future option grants under our 2001 Stock Option Plan, which totaled 79,800 on May 31, 2005 and any shares underlying any existing grants under our 2001 Stock Option Plan that are forfeited. 1,000,850 options were outstanding as of May 31, 2005. The maximum number of shares which may be subject to awards granted under the 2005 Incentive Award Plan to any individual in any fiscal year is 750,000.

      Administration. The 2005 Incentive Award Plan is administered by our board of directors, unless and until the board delegates administration to the compensation committee or other applicable committee of the board. Upon the completion of this offering, the 2005 Incentive Award Plan will be administered by a compensation committee. The compensation committee may delegate administration to one or more members of the board of directors. The board of directors, or the compensation committee when so empowered, has the power to interpret the 2005 Incentive Award Plan and to adopt such rules for the administration, interpretation and application of the 2005 Incentive Award Plan according to its terms. The board of directors or the compensation committee may also delegate to one or more of our officers the power to designate which of our non-officer employees shall receive stock awards, and the number of shares of common stock that will be subject to each award, subject to a maximum aggregate number of shares specified by the board of directors or the compensation committee at the time the delegation to the officers is made. However, the board of directors may not delegate to the compensation committee or otherwise, the power to grant stock awards to independent directors.

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      Grant of Awards. Certain employees, consultants and directors are eligible to be granted awards under the 2005 Incentive Award Plan. The board of directors, or the compensation committee when so empowered, determines:

•  which employees, consultants, and directors are to be granted awards;

•  the type of award that is granted;

•  the number of shares subject to the awards; and

•  terms and conditions of such award, consistent with the 2005 Incentive Award Plan. The board of directors, or the compensation committee when so empowered, has the discretion, subject to the limitations of the 2005 Incentive Award Plan and applicable laws, to grant ISOs, NSOs, stock bonuses and rights to acquire restricted stock (except that only our employees may be granted ISOs).

      Limitation on ISO Treatment. Even if an option is designated as an ISO, no option will qualify as an ISO if the aggregate fair market value of the stock (as determined as of the date of grant) with respect to all of a holder’s ISOs exercisable for the first time during any calendar year under the 2005 Incentive Award Plan exceeds $100,000. Any option failing to qualify as an ISO will be deemed to be an NSO.

      Stock Option Exercise Price. The exercise price at which each share of common stock subject to an option granted under the 2005 Incentive Award Plan is determined at the time the option is granted, subject to the following rules:

•  in the case of ISOs and NSOs, the per share option exercise price shall not be less than 100% of the fair market value of shares of our common stock on the grant date; and

•  for any persons owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of our capital stock or of any of our subsidiaries, the per share exercise price shall be not less than 110% of the fair market value of the shares of our common stock on the grant date. The fair market value of a share of our common stock as of a given date will be determined in good faith by the board of directors or compensation committee when so empowered.

      Expiration of Stock Options. The term of an option is set by the board of directors, or the compensation committee when so empowered, subject to the following conditions: (1) no option term shall be longer than ten years from the date of grant; and (2) the option term for an ISO granted to a person owning more than 10% of the total combined voting power of all classes of our capital stock shall not exceed five years from the date of grant. Upon termination of an outstanding option holder’s services with us, the holder may exercise his or her options within the period of time specified in the option grant, to the extent that the options were vested at the time of termination. Options granted under the 2005 Incentive Award Plan must be exercised within one year if the holder’s services are terminated due to death or disability, or by the date of expiration of the option as set forth in the option or employment agreement, whichever is earlier.

      Other Equity Awards. In addition to stock options, the board of directors, or compensation committee, when so empowered, may also grant to certain employees, consultants and directors stock appreciation rights, restricted stock awards, restricted stock unit awards, deferred stock awards, dividend equivalents, performance share awards, performance-based awards, stock payment awards, or other stock-based awards, with such terms and conditions as the board of directors (or, if applicable, the compensation committee) may, subject to the terms of the 2005 Incentive Award Plan, establish. Under the 2005 Incentive Award Plan, performance-based stock awards are intended to comply with the requirements of Section 162(m) of the Code and its underlying regulations, in order to allow these awards, when payable, to be fully tax deductible by us.

      Adjustments of Awards. If the compensation committee determines that a stock dividend, stock split, combination, merger, consolidation, spin-off, recapitalization or other change in our capitalization affects our common stock in a manner that causes dilution or enlargement of benefits or potential benefits under the 2005

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Incentive Award Plan, then the board of directors or compensation committee, as applicable, may appropriately and equitably adjust:

•  the aggregate number of, and kind of, shares of our common stock subject to the 2005 Incentive Award Plan;

•  the number of, and kind of, shares of our common stock subject to the outstanding awards;

•  the price per share of our common stock upon exercise of outstanding options; and

•  the terms and conditions of any outstanding awards, including the financial or other performance targets specified in each option agreement for determining the exercisability of options.

      Change in Control. In connection with any change in control (as defined in the 2005 Incentive Award Plan), except as may otherwise be provided in any applicable award or employment agreement, unless awards granted pursuant to the 2005 Incentive Award Plan are converted, assumed or replaced by the successor entity, the awards will automatically become fully vested and exercisable and all forfeiture restrictions with respect to such awards shall lapse prior to the consummation of the change in control. In addition, with respect to any awards, in connection with any change in control (or other unusual or nonrecurring transaction affecting us or our consolidated financial statements), the board of directors or compensation committee, as applicable, in its sole discretion, may:

•  provide for the termination of any award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of such change in control or other transaction;

•  purchase any outstanding awards for a cash amount or replace outstanding awards with other rights or property;

•  provide that after the occurrence of the transaction, the award cannot vest, be exercised or become payable;

•  provide that only for a specified period of time after such transaction, an award shall be exercisable or payable or fully vested with respect to all shares covered thereby, notwithstanding anything to the contrary in the 2005 Incentive Award Plan or the applicable award agreement; or

•  provide that each outstanding option shall be assumed or substituted for an equivalent award, right or property by any successor corporation.

      Any such action may be effectuated by the board of directors or compensation committee either by the terms of the applicable award agreement or by action of the board of directors or compensation committee taken prior to the change in control.

      Amendment and Termination. The board of directors, or the compensation committee when so empowered, is generally authorized to adopt, amend and rescind rules relating to the administration of the 2005 Incentive Award Plan, and to amend, suspend and terminate the 2005 Incentive Award Plan. We have attempted to structure the 2005 Incentive Award Plan in a manner such that remuneration attributable to stock options and other awards will not be subject to the deduction limitation contained in Section 162(m) of the Code. However, we must generally obtain approval of our stockholders: (i) to increase the number of shares of our common stock that may be issued under the 2005 Incentive Award Plan; (ii) to extend the limit on the period during which options may be granted; or (iii) to the extent required by applicable law, rule or regulation (including any applicable NASD rule).

Employee Stock Purchase Plan

      Purpose. In May 2005, our board of directors adopted, and our stockholders approved, our Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to assist our employees in purchasing shares of common stock from us at a discounted purchase price.

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      Duration and Eligibility. The ESPP will become effective on the date on which we file a registration statement on Form S-8 with respect to the ESPP. The first offering period shall be the later of January 1, 2006 or the first day of the second calendar month following the calendar month in which the effective date occurs. The ESPP shall terminate ten years after the date on which the stockholders initially approve the ESPP or such earlier date as determined by our board of directors. An employee must work at least 20 hours per week and be employed customarily by us for at least five months in a calendar year in order to participate. Those employees that complete their first five months of employment at a date later than the effective date of the ESPP will be eligible to enroll in the ESPP at the beginning of the next option period.

      Administration. The ESPP is administered by our compensation committee, although our compensation committee may delegate administration to one or more of our officers.

      Stock Subject to the Employee Stock Purchase Plan. Shares of common stock delivered under the ESPP will be authorized but unissued shares or reacquired shares. The total number of shares of common stock reserved and available for distribution under the ESPP is 1,500,000. No fees, commissions or other charges will be payable by a plan participant in connection with the purchase of the shares from us in accordance with the ESPP.

      Price. For employees eligible to participate on the first date of an offering period, the purchase price of shares of common stock under the ESPP will be 85% of the fair market value of the shares on the date of purchase.

      Method of Payment. Shares of common stock purchased under the ESPP will be paid for by payroll deductions in an amount designated by the employee, but not exceeding 20% of the employee’s total compensation (consisting of base salary, bonuses, overtime and commissions). The amounts so deducted will be paid to us and the number of shares of common stock purchased by each participating employee will be credited to an account established for the employee.

      Termination. An employee’s participation in the ESPP and purchases of common stock thereunder will terminate, and no additional purchases of common stock under the ESPP will be made on behalf of such employee, as follows:

•  upon the effective date of the employee’s written notice electing to cease payroll deductions and withdraw from the ESPP delivered to the compensation committee;

•  immediately upon an employee’s withdrawal from the ESPP or termination of employment; or

•  upon the termination of the ESPP by our board of directors.

      Upon the termination of an employee’s employment or the termination of the ESPP all amounts held in an employee’s account (less amounts previously used to purchase shares of common stock on behalf of the participant) will be refunded to the employee, without interest.

      Issuance of Common Stock; Resale Restrictions. Each employee will have rights as a stockholder with respect to any shares purchased under the ESPP as of the date such shares are credited to the employee’s account. At any time after such shares are credited to an employee’s account, the participating employee may direct the future handling of the shares (including their sale or transfer). No special restrictions on resale will be applicable to shares of common stock acquired under the ESPP, other than securities laws and regulations of general application, including those relating to insider trading and short-swing profit.

      Taxation. Our obligation to deliver shares of common stock under the ESPP, in whole or in part, will be subject to each participating employee’s satisfaction of any and all applicable federal, state and local income and employment tax withholding obligations.

      Non-Transferability. A participating employee or former employee or the legal representative of such employee or former employee, may not assign or transfer, except by the laws of descent and distribution, any option, election to purchase shares of common stock, funds in an account or any other interest under the ESPP or under any account, nor may any other voluntary or involuntary sale, pledge, anticipation, alienation,

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encumbrance, garnishment or attachment, be made or be recognized. During a participating employee’s lifetime, the right to make purchases under the ESPP may be exercised only by such employee.

      Amendment, Modification or Termination. We may amend, suspend or terminate the ESPP at any time, in our sole discretion, provided that the ESPP may not be amended to increase the maximum number of shares of common stock subject to the ESPP or change the designation or class of employees eligible to participate under the ESPP without approval of our stockholders within twelve months before or after any such amendment is made by the board of directors.

Stock Ownership and Retention Program

      In May 2005, our board of directors adopted a Stock Ownership and Retention Program. Under the Stock Ownership and Retention Program, if an officer or a non-employee director has not attained the minimum equity interest requirements described below, his or her ability to sell shares of common stock received upon the exercise of options is limited, without the compensation committee’s prior permission. Executive officers must agree to participate in the Stock Ownership and Retention Program to be eligible to receive options or stock awards. All of our current executive officers have agreed to participate in the Stock Ownership and Retention Program.

      Each officer and non-employee director must attain the minimum equity interest requirement for that individual by the fifth anniversary of the later of the completion of this offering or the date that such individual commenced services to us as an employee or director, as applicable. Until the officer or non-employee director achieves the minimum equity interest requirement specified under the Stock Ownership and Retention Program, the executive or non-employee director must retain at least 25% of all shares of common stock acquired upon exercise of vested options (net of shares used to pay for the exercise price and taxes resulting from such exercise). The minimum equity interest requirement provides that the combined value of the common stock and restricted stock held by the officer or non-employee director, each valued at the then-current market price of our common stock, must be equal to or greater than a designated multiple of the officer’s annual base salary or the non-employee director’s annual retainer. The multiples are six times for our President or Chief Executive Officer, two times for each Senior Vice President of us or our subsidiaries, two times for each President or Chief Executive Officer of any of our subsidiaries, and four times for each non-employee director. Once the officer or non-employee director has achieved the minimum equity interest requirement, and for so long as the officer or non-employee director maintains that level of investment, the officer or non-employee director may sell any stock acquired upon exercise of vested options.

Senior Executive Incentive Bonus Plan

      In May 2005, our board of directors adopted, and our stockholders approved, our Senior Executive Incentive Bonus Plan. The Senior Executive Incentive Bonus Plan is a performance-based incentive bonus plan under which our designated key executives, including our executive officers, are eligible to receive bonus payments with respect to a specified period (for example, our fiscal year). Bonuses are payable under the Senior Executive Incentive Bonus Plan upon the attainment of pre-established performance goals. Such performance goals may relate to one or more corporate business criteria with respect to us or any of our subsidiaries, including but not limited to: net income (loss) (either before or after interest, taxes, depreciation and/or amortization), sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, without limitation, operating cash flow and free cash flow), return on capital, return on assets (including, without limitation, return on net assets), return on stockholders’ equity, economic value added, stockholder returns, return on sales, gross or net profit margin, productivity, expenses, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share, price per share of equity securities, market share and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease, or as compared to results of a peer group.

      The Senior Executive Incentive Bonus Plan is intended to provide an incentive for superior work and to motivate covered key executives toward even higher achievement and business results, to tie their goals and interests to those of ours and our stockholders and to enable us to attract and retain highly qualified

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executives. The Senior Executive Incentive Bonus Plan will be administered by the compensation committee. The compensation committee will select the participants in the Senior Executive Incentive Bonus Plan and the performance goals to be utilized with respect to the participants, establish the bonus formulas for of each participant’s annual bonus, and certify whether the performance goals have been met with respect to a given performance period. We may amend or terminate the Senior Executive Incentive Bonus Plan at any time in our sole discretion. Any amendments to the Senior Executive Incentive Bonus Plan will require stockholder approval only to the extent required by applicable law, rule or regulation.

Employees’ Deferred Compensation Plan

      In May 2005, our board of directors adopted our Employees’ Deferred Compensation Plan. The Employees’ Deferred Compensation Plan is a non-qualified retirement plan. The Employees’ Deferred Compensation Plan allows a select group of our management or highly compensated employees to elect to defer certain bonuses that would otherwise be payable to the employee. Amounts deferred under the Employees’ Deferred Compensation Plan are general liabilities of DealerTrack and are represented by bookkeeping accounts maintained on behalf of the participants. Such accounts are deemed to be invested in share units that track the value of our common stock. Distributions will generally be made to a participant following the participant’s termination of employment or other separation from service, following a change of control if so elected, or over a fixed period of time elected by the participant prior to the deferral. Distributions will generally be made in the form of shares of our common stock. Our Employees’ Deferred Compensation Plan is intended to comply with Section 409A of the Code.

401(k) Plan

      In January 2001, DealerTrack, Inc. implemented a 401(k) Plan covering certain employees. The 401(k) Plan has been amended several times, including to provide for the coverage of employees from companies that we have acquired. Currently, there is an up to one month waiting period for our employees over the age of 18 to participate in the 401(k) plan. Pursuant to the 401(k) Plan, eligible employees may elect to reduce their current compensation by up to the lesser of 20% of their base salary and commissions or the prescribed annual limit ($14,000 in 2005) and contribute these amounts to the 401(k) Plan. We currently make contributions to the 401(k) Plan on behalf of eligible employees. Currently, we may make a matching contribution equal to a percentage of an eligible employee’s elective deferral contributions. Under our 401(k) Plan we may also make an additional matching contribution after the end of the plan year for all eligible employees and a qualified nonelective contribution each plan year. The maximum match for any employee in 2005 will be $5,250. Employees become 20% vested in our matching contributions after two years of service, and increase their vested percentages by an additional 20% for each year of additional service for the next two years and then after five years of service become fully vested. The 401(k) Plan is intended to qualify under Section 401 of the Code so that contributions by employees or by us to the 401(k) Plan, and income earned on the 401(k) Plan contributions, are not taxable to employees until withdrawn from the 401(k) Plan, and so that contributions by us, if any, will be deductible by us when made. The trustee under the 401(k) Plan, at the direction of each participant, invests the 401(k) Plan employee salary deferrals in selected investment options. During the year ended December 31, 2002, 2003 and 2004, we contributed approximately $0.2 million, $0.2 million and $0.3 million, respectively, to the 401(k) Plan.

Limitation of Liability and Indemnification of Officers and Directors

      Our fifth amended and restated certificate of incorporation that will be in effect upon completion of this offering limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law. Except to the extent such exemption from liability is not permitted under the Delaware General Corporation Law, our certificate of incorporation provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the liability of any of our directors:

•  for any breach of their duty of loyalty to us or our stockholders;

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•  for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•  for voting or assenting to unlawful payments of dividends or other distributions; or

•  for any transaction from which the director derived an improper personal benefit.

      Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act or failure to act, or any cause of action, suit or claim that would accrue or arise prior to any amendment or repeal or adoption of an inconsistent provision. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

      In addition, our by-laws provide that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.

      In addition to the indemnification provided for in our amended and restated by-laws, we have entered into separate indemnification agreements with each of our directors and executive officers which are broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of his service as one of our directors or executive officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request, and require us to obtain directors’ and officers’ insurance if available on reasonable terms. We believe that these provisions and agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

      At present, there is no pending litigation or proceeding, involving any of our directors, officers, employees or agents in which indemnification by us is sought, nor are we aware of any threatened litigation or proceeding that may result in a claim for indemnification.

      We have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of a defense, settlement or payment of a judgment in some circumstances.

Rule 10b5-1 Trading Plans

      Our directors and officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend or terminate the plan in some circumstances. Our directors and officers may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession or aware of material, nonpublic information relating to DealerTrack.

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RELATED PARTY TRANSACTIONS

      Set forth in this section is information concerning transactions with our related parties and with our promoters. Our related parties include our directors, executive officers and holders of more than five percent of the outstanding shares of our voting securities. Our promoters, who may also be referred to as our founders or organizers, are ACF Investment Corp., an affiliate of AmeriCredit Financial Services, Inc., J.P. Morgan Partners (23A SBIC), LLC (“J.P. Morgan Partners”), an affiliate of JPMorgan Chase & Co., whose affiliate J.P. Morgan Securities Inc., is an underwriter in this offering, and Wells Fargo Small Business Investment Company, Inc. (“Wells Fargo SBIC”), an affiliate of Wells Fargo & Company.

Five Percent Stockholders and Promoters

Overview

      After giving effect to this offering, affiliates of nine of our financing source customers will each own more than five percent of the outstanding shares of our common stock. Such financing source customers and affiliates are:

•  AmeriCredit Financial Services, Inc., which owns shares of our common stock through its affiliate ACF Investment Corp.;

•  Capital One Auto Finance, Inc. which owns shares of our common stock in its own name and Onyx Acceptance Corporation, which owns shares of our common stock in through its affiliate Capital One Auto Finance, Inc.;

•  JPMorgan Chase Bank, N.A., which does business through Chase Auto Finance as three financing sources, Chase Custom Finance (previously Bank One, N.A.), Chase Prime and Subaru Motor Finance, owns shares of our common stock through its affiliate J.P. Morgan Partners;

•  Wells Fargo & Company, which owns shares of our common stock through its affiliates Wells Fargo Financial, Inc. and Wells Fargo Small Business Investment Company, Inc., and Wells Fargo Financial, Inc., which owns shares of our common stock in its own name; and

•  WFS Financial, Inc., which owns shares of our common stock through its affiliate WFS Web Investments.

      Immediately prior to the completion of this offering, affiliates of these financing sources in the aggregate will beneficially own 62.0% of our capital stock. Immediately after the completion of this offering and the automatic conversion of our outstanding shares of preferred stock, we expect that such affiliates in the aggregate will beneficially own           % (          % if the underwriters over-allotment option is exercised in full) of our common stock. See “Principal and Selling Stockholders.”

Transactions with Five Percent Stockholders that Have Financing Source Affiliates

      We have entered into agreements with each of the automotive financing source affiliates of our 5% stockholders. Each has agreed to subscribe to and use our network to receive credit application data and transmit credit decisions electronically. Each agreement sets forth the responsibilities of each party with respect to the development of the interface between our computer system and the financing source customers’ credit processing system and the terms and conditions governing our operation of and each financing source customers’ subscription to and use of our system.

      Under these agreements, the automotive financing source affiliates of our stockholders have “most favored nation” status, granting each of them the right to no less favorable pricing terms for our products and services than those granted by us to other financing sources, subject to limited exceptions. The agreements of the automotive financing source affiliates of our stockholders also restrict our ability to terminate such agreements.

ACF Investment Corp.

      Acquisition of Securities. In February 2001, ACF Investment Corp. purchased 1,118,750 shares of DealerTrack, Inc. series B preferred stock at a price of $8.00 per share, for aggregate proceeds of

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approximately $9.0 million. In July 2001, ACF Investment Corp. purchased a convertible promissory note in an aggregate principal amount of $5.0 million from DealerTrack, Inc. The note bore interest at 8.00% per annum, compounded annually. In connection with our reorganization in August 2001, ACF Investment Corp. received 1,118,750 shares of our series B preferred stock in exchange the 1,118,750 shares of its DealerTrack, Inc. series B preferred stock it then held. In December 2001, ACF Investment Corp. received 1,347,051 shares of our series C preferred stock upon the automatic conversion of its outstanding DealerTrack, Inc. convertible promissory note, of which an aggregate of approximately $5.2 million in principal and accrued interest were due on such date.

      Current Equity Ownership. ACF Investment Corp. will own an aggregate of                      shares, or           %, of our common stock immediately after this offering. See “Principal and Selling Stockholders.”

      Financing Source Customer. AmeriCredit Financial Services, Inc., an affiliate of ACF Investment Corp., is one of our financing source customers. For the year ended December 31, 2002, $3.4 million (28.6% of our total revenue), for the year ended December 31, 2003, $3.6 million (9.2% of our total revenue), for the year ended December 31, 2004, $4.3 million (6.2% of our total revenue) and for the three months ended March 31, 2005, $1.3 million (5.6% of our total revenue) were generated by AmeriCredit Financial Services, Inc.

      Director. Daniel E. Berce, President of AmeriCredit Corp., an affiliate of ACF Investment Corp., has served as our director since October 2004 and Michael R. Barrington, a former President and Chief Executive Officer of AmeriCredit Corp., served as our director from August 2001 to October 2004 pursuant to our stockholders’ agreement. After the completion of this offering, ACF Investment Corp. will no longer have the right to appoint a director to our board of directors. Neither Mr. Barrington nor Mr. Berce has received any compensation from us in connection with his service as a director other than the reimbursement of incurred expenses.

Capital One Auto Finance, Inc.

      Acquisition of Securities. In December 2001, Capital One Auto Finance, Inc. purchased 1,565,665 shares of our series C preferred stock at a price of $3.832 per share, for aggregate proceeds of approximately $6.0 million.

      Current Equity Ownership. Capital One Auto Finance, Inc. will own an aggregate of                      shares, or           %, of our common stock immediately after this offering. See “Principal and Selling Stockholders.”

      Financing Source Customers. Capital One Auto Finance, Inc. and Onyx Acceptance Corporation, an affiliate of Capital One Auto Finance, Inc., are two of our financing source customers. For the year ended December 31, 2002, $1.6 million (13.3% of our total revenue), for the year ended December 31, 2003, $2.1 million (5.6% of our total revenue), for the year ended December 31, 2004, $4.0 million (5.8% of our total revenue) and for the three months ended March 31, 2005, $1.6 million (6.7% of our total revenue) were generated by Capital One Auto Finance, Inc. and Onyx Acceptance Corporation, while it has been an affiliate of Capital One Auto Finance, Inc.

      Director. David R. Lawson, President and Chief Executive Officer of Capital One Auto Finance, Inc., served as our director from December 2001 to May 2005 pursuant to our stockholders’ agreement. After the completion of this offering, Capital One Auto Finance, Inc. will no longer have the right to appoint a director to our board of directors. Mr. Lawson has not received any compensation from us in connection with his service as a director other than the reimbursement of incurred expenses.

J.P. Morgan Partners

      Acquisition of Securities. In April 2000, ALG.com LLC was formed by J.P. Morgan Partners and Automotive Lease Guide (alg), LLC, with each becoming a member with a 50% LLC interest. In June 2001, 25,000,000 shares of webalg, inc.’s series A preferred stock were issued to J.P. Morgan Partners in exchange for its 50% LLC interest in ALG.com LLC.

      In February 2001, 2,000,000 shares of DealerTrack, Inc. series A preferred stock and 1,250,000 shares of DealerTrack, Inc. series B preferred stock were issued to J.P. Morgan Partners in exchange for contributed

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property valued at $26.0 million, consisting of intellectual property rights, equipment, software and shares of existing DealerTrack, Inc. common stock.

      In June and July 2001, J.P. Morgan Partners purchased a total of three convertible promissory notes in an aggregate principal amount of $1.0 million from webalg, inc. The notes bore interest at 8.00% per annum, compounded annually.

      In connection with our reorganization in August 2001, J.P. Morgan Partners received: (i) 624,630 shares of our series B-1 preferred stock in exchange for 25,000,000 shares of webalg, inc. series A preferred stock, (ii) 2,000,000 shares of our series A preferred stock in exchange for 2,000,000 shares of DealerTrack, Inc. series A preferred stock and (iii) 1,250,000 shares of our series B preferred stock in exchange for 1,250,000 shares of DealerTrack, Inc. series B preferred stock.

      In October 2001, J.P. Morgan Partners purchased a convertible promissory note in an aggregate principal amount of $2.0 million from us. The note bore interest at 8.00% per annum, compounded annually.

      In December 2001, J.P. Morgan Partners received 801,870 shares of our series C preferred stock upon the automatic conversion of its outstanding webalg, inc. convertible promissory notes and DealerTrack convertible promissory note, of which an aggregate of approximately $3.1 million in principal and accrued interest were due on such date.

      Current Equity Ownership. J.P. Morgan Partners will own an aggregate of                      shares, or           %, of our common stock immediately after this offering. See “Principal and Selling Stockholders.”

      Financing Source Customers. JPMorgan Chase Bank, N.A., which does business through Chase Auto Finance as three of our financing sources, Chase Custom Finance, Chase Prime and Subaru Motor Finance, is an affiliate of JPMorgan Partners. For the year ended December 31, 2002, $1.6 million (13.7% of our total revenue), for the year ended December 31, 2003, $2.7 million (6.9% of our total revenue), for the year ended December 31, 2004, $3.6 million (5.2% of our total revenue) and for the three months ended March 31, 2005, $1.1 million (4.8% of our total revenue) were generated by Chase Auto Finance. We also provide web interface hosting services for Chase Auto Finance.

      License Agreement. We license certain limited technology from an affiliate of J.P. Morgan Partners under the terms of a royalty-free, perpetual license. The license agreement restricts our ability to use this technology outside of the automotive finance industry.

      Consulting Services. In February 2001, DealerTrack, Inc. entered into an agreement for consulting services with Chase Auto Finance for continued business support. Total fees paid for consulting services under this agreement for the year ended December 31, 2004 were approximately $0.2 million.

      Banking and Insurance. Since February 2001, JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A.) has provided us with commercial banking and investment management services and from February 2001 through March 2005, JPMorgan Chase Bank, N.A. provided us with insurance-related products and services.

      Director. Carty Y.K. Chock, a principal of J.P. Morgan Partners, an affiliate of JPMorgan, served as our director from February 2001 to May 2005 and Norman Buchan, President of Chase Auto Finance, an affiliate of JPMorgan, until March 2005, served as our director from February 2001 to March 2005 pursuant to our stockholders’ agreement. Neither of these directors received any compensation from us in connection with his service as a director other than the reimbursement of incurred expenses. After the completion of this offering, J.P. Morgan Partners will no longer have the right to appoint a director to our board of directors.

      Underwriting and Credit Facilities. J.P. Morgan Securities, Inc., an affiliate of J.P. Morgan Partners, is one of the underwriters of this offering. In addition, JPMorgan Chase Bank, N.A. is the administrative agent and letter of credit issuing bank and a lender under our credit facilities.

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Wells Fargo Small Business Investment Company, Inc. and Wells Fargo Financial, Inc.

      Acquisition of Securities. In February 2001, Wells Fargo SBIC purchased 1,250,000 shares of DealerTrack, Inc. series B preferred stock at a price of $8.00 per share, for aggregate proceeds of $10.0 million. In connection with our reorganization in August 2001, Wells Fargo SBIC received 1,250,000 shares of our series B preferred stock in exchange for its 1,250,000 shares of DealerTrack, Inc. series B preferred stock.

      In December 2001, Wells Fargo Financial, Inc. purchased 391,416 shares of our series C preferred stock at a price of $3.832 per share, for aggregate proceeds of $1.5 million.

      Current Equity Ownership. Wells Fargo & Company and its affiliates will own an aggregate of                      shares, or           %, of our common stock immediately after this offering. See “Principal and Selling Stockholders.”

      Financing Source Customers. Wells Fargo & Company and Wells Fargo Financial, Inc., are both financing source customers of ours. Wells Fargo & Company, Wells Fargo Financial, Inc. and Wells Fargo SBIC are affiliates of each other. For the year ended December 31, 2002, $0.8 million (6.8% of our total revenue), for the year ended December 31, 2003, $3.2 million (8.2% of our total revenue), for the year ended December 31, 2004, $4.3 million (6.2% of our total revenue) and for the three months ended March 31, 2005, $1.3 million (5.4% of our total revenue) were generated by Wells Fargo & Company and Wells Fargo Financial, Inc. We also provide web interface hosting services for Wells Fargo & Company.

      Director. Louis M. Cosso, the Auto Finance group head of the Diversified Product Group of Wells Fargo & Company, served as our director from March 2003 to May 2005 and Richard T. Schliesmann, the former head of the Diversified Financial Group of the Business Banking and Consumer Lending Group of Wells Fargo & Company, was a director between August 2001 and March 2002, each pursuant to our stockholders’ agreement. Neither of these directors has received any compensation from us in connection with his service as a director other than the reimbursement of incurred expenses. After the completion of this offering, Wells Fargo SBIC will no longer have the right to appoint a director to our board of directors.

WFS Web Investments

      Acquisition of Securities. In December 2001, WFS Web Investments purchased 1,565,665 shares of our series C preferred stock at a price of $3.832 per share, for aggregate proceeds of approximately $6.0 million.

      Current Equity Ownership. WFS Web Investments will own an aggregate of                      shares, or           %, of our common stock immediately after this offering. See “Principal and Selling Stockholders.”

      Financing Source Customer. WFS Financial, Inc, an affiliate of WFS Web Investments, is one of our financing source customers. For the year ended December 31, 2002, $0.9 million (7.6% of our total revenue), for the year ended December 31, 2003, $1.7 million (4.4% of our total revenue), for the year ended December 31, 2004, $1.9 million (2.8% of our total revenue) and for the three months ended March 31, 2005 $0.6 million (2.4% of our total revenue) were generated by WFS Financial, Inc.

      Director. Thomas A. Wolfe, President of WFS Web Investments, served as our director from December 2001 to May 2005 pursuant to our stockholders’ agreement. Mr. Wolfe has not received any compensation from us in connection with his service as a director other than the reimbursement of incurred expenses. After the completion of this offering, WFS Web Investments will no longer have the right to appoint a director to our board of directors.

Transactions with Other Five Percent Stockholders

First American Credit Management Solutions, Inc.

      Acquisition of Securities. In March 2003, we issued an aggregate of (i) 4,449,856 shares of series A-2 preferred stock, of which 4,071,618 shares were issued to First American Credit Management Solutions, Inc. (“CMSI”) and 378,238 shares were issued to ADP, Inc., and (ii) 1,483,285 shares of series C-3 preferred

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stock, of which 1,357,206 shares were issued to First American Credit Management Solutions, Inc. and 126,079 shares were issued to ADP, Inc., in exchange for 103.4423 and 9.6033 shares of common stock of Credit Online, Inc. held by CMSI and ADP, Inc., respectively, which shares of common stock represented 100% of the outstanding shares of common stock of Credit Online, Inc.

      Current Equity Ownership. CMSI will own an aggregate of                      shares, or           %, of our common stock immediately after this offering. See “Principal and Selling Stockholders.”

      Joint Marketing Agreement. We are a party with First American CREDCO (“CREDCO”), a division of First American Real Estate Solutions, LLC, DealerTrack, Inc. and Credit Online, Inc. to a Joint Marketing Agreement, dated as of March 19, 2003, and amended as of December 1, 2004, under which automotive dealers may use our web-based network to, among other things, electronically access a CREDCO credit report on a prospective customer. We earn revenue from CREDCO on a per transaction basis, each time a report is accessed. The total revenue and accounts receivable from CREDCO as of and for the years ended December 31, 2003 and December 31, 2004, and the three months ended March 31, 2005 were $0.4 million, $0.6 million and $0.2 million, and $0.1 million, $0.2 million and $0.2 million, respectively.

      Under the Joint Marketing Agreement, we have agreed not to compete with CREDCO in the transmission of consumer credit reports to our automobile dealer customers.

      CreditReportPlus Agreement. We are party to an agreement with CreditReportPlus, LLC, an affiliate of CMSI, under which our dealer customers will be provided Credit Report Plus as our preferred provider of certain functionality related to credit reports. For the year ended December 31, 2004, there were no revenue or expenses associated with this agreement.

      CMSI Agreements. We are party to agreements with CMSI, an affiliate of First American Corporation, under which CMSI provides us with certain customer support and hosting services. Additionally, we use CMSI’s software product eValuate as a verification tool with respect to data services and contract data. The total amount of expense and accrued expenses to CMSI as of and for the years ended December 31, 2003, December 31, 2004 and the three months ended March 31, 2005 were $2.2 million, $0.8 million and $13,880 and $0.2 million, $0.1 million and $0.1 million, respectively.

      Non-Competition Agreement. As part of our acquisition of Credit Online, Inc. from CMSI, we entered into a non-competition agreement with CMSI and The First American Corporation under which we have agreed not to compete in the single financing source credit origination and/or credit decisioning system business and CMSI has agreed not to compete in the multi-financing source credit application processing business and other related businesses defined in the agreement.

      Director. Howard L. Tischler, President and Chief Executive Officer of CMSI, has been our director since March 2003 pursuant to our stockholders’ agreement. After the completion of this offering, First American Corporation will no longer have the right to appoint a director to our board of directors. Mr. Tischler received 40,000 stock options and 3,500 shares of restricted common stock from us on May 26, 2005, pursuant to our 2005 Incentive Award Plan. Prior to May 26, 2005, Mr. Tischler had not received any compensation from us in connection with his service as a director other than the reimbursement of incurred expenses.

GRP II, L.P., GRP II Investors, L.P. and GRP II Partners, L.P.

      Acquisition of Securities. In April 2002, we issued 2,119,851 shares of series C-1 preferred stock, at a purchase price of approximately $3.54 per share for aggregate proceeds of $7,500,000, to GRP II, L.P., GRP II Partners, L.P. and GRP II Investors, L.P.

      Current Equity Ownership. GRP II, L.P., GRP II Investors, L.P. and GRP II Partners, L.P. will own an aggregate of                      shares, or           %, of our common stock immediately after this offering. See “Principal and Selling Stockholders.”

      Director. Steven J. Dietz, a Vice President of GRP Management Services, Inc., an affiliate of GRP II, L.P., GRP II Investors, L.P. and GRP II Partners, L.P., has been our director since April 2002 pursuant to

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our stockholders’ agreement. After the completion of this offering, GRP II, L.P., GRP II Investors, L.P. and GRP II Partners, L.P., collectively, will no longer have the right to appoint a director to our board of directors. Mr. Dietz received 40,000 stock options and 3,500 shares of restricted common stock from us on May 26, 2005, pursuant to our 2005 Incentive Award Plan. Prior to May 26, 2005, Mr. Dietz had not received any compensation from us in connection with his service as a director other than the reimbursement of incurred expenses.

Transactions with Management

      In December 2002, we issued an aggregate of 139,924 shares of series C-2 preferred stock, of which 33,921 shares were issued to Mark F. O’Neil, our Chairman of the Board, President and Chief Executive Officer, 7,067 shares were issued to Robert J. Cox III, our Senior Vice President, Chief Financial Officer and Treasurer, 70,669 shares were issued to Mary Cirillo-Goldberg, a director, and 28,267 shares were issued to Janet Clarke, a former Vice President of DealerTrack, Inc., at a purchase price of approximately $3.54 per share, for aggregate proceeds of $495,000 in cash and incurred issuance costs related to the offering of $10,334.

Stockholders’ Agreement

      We are party with all of our stockholders and subsidiaries to a fourth amended and restated stockholders’ agreement, dated as of March 19, 2003, and further amended as of May 26, 2005. The stockholders’ agreement currently provides:

•  that our board of directors will contain no fewer than three members and no more than eleven members, with two members designated by J.P. Morgan Partners, one member designated by Wells Fargo SBIC, one member designated by Capital One Auto Finance, Inc., one member designated by WFS Web Investments, one member designated by ACF Investment Corp., one member designated by The First American Corporation, one member collectively designated by GRP II, L.P., GRP II Partners, L.P. and GRP II Investors, L.P., one member who shall be our chief executive officer, and two members who are not officers of DealerTrack to be designated by ACF Investment Corp., J.P. Morgan Partners and Wells Fargo SBIC, subject to certain veto rights by other stockholders;

•  for restrictions on the stockholder parties’ transferability of our capital stock;

•  rights to compel management stockholders, upon their death or termination of employment with us, to sell shares of our capital stock held by such management stockholders, exercisable first by us, then by certain investor parties to the stockholders’ agreement as designated by us;

•  rights of first refusal with respect to certain proposed sales by the stockholder parties of our capital stock, exercisable first by us, then by certain stockholder parties to the stockholders’ agreement;

•  rights of co-sale with respect to certain proposed sales by preferred stockholder parties of our capital stock, exercisable by certain stockholder parties to the stockholders’ agreement;

•  preemptive rights with respect to issuances, sales or exchanges of certain securities (but excluding, among other things, the shares issued in this offering) by us, exercisable by certain stockholder parties to the stockholders’ agreement; and

•  put rights requiring us and/or certain stockholder parties to the stockholders’ agreement to purchase all of our capital stock held by certain other stockholder parties to the stockholders’ agreement.

      The stockholders’ agreement will terminate immediately prior to the completion of this offering.

Registration Rights

      Upon the completion of this offering, holders of an aggregate of approximately                      shares of our common stock (or approximately                      shares if the underwriters’ exercise their over-allotment option in full), will have the right to require us to register their shares under the Securities Act. These rights are provided under the terms of a registration rights agreement between us and these holders. See “Description of Capital Stock — Registration Rights.”

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PRINCIPAL AND SELLING STOCKHOLDERS

      The following table sets forth information regarding beneficial ownership of our common stock as of May 31, 2005 and as adjusted to reflect the sale of the shares of common stock in this offering (assuming no exercise of the underwriters’ over-allotment option) by:

•  each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our outstanding common stock;

•  each of our named executive officers and directors;

•  all directors and executive officers as a group; and

•  each of the selling stockholders, which consists of the individuals and entities shown as having shares being offered in this offering.

      The percentage of ownership indicated before this offering is based on 27,155,825 shares of common stock outstanding on May 31, 2005, which assumes the automatic conversion of all outstanding shares of redeemable convertible participating preferred stock. The percentage of ownership indicated after this offering is based on                      shares, including the shares offered by this prospectus.

      Information with respect to beneficial ownership has been furnished by each director, executive officer, beneficial owner of more than 5% of our common stock or selling stockholder. Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. In computing the number of shares beneficially owned by a person and the percentage ownership for that person, shares of common stock subject to options held by that person that are currently exercisable or will become exercisable within 60 days after May 31, 2005 are deemed outstanding, while such shares are not deemed outstanding for purposes of computing the percentage ownership for any other person.

      The address for those individuals for whom an address is not otherwise indicated is c/o DealerTrack Holdings, Inc., 1111 Marcus Avenue, Suite M04, Lake Success, New York 11042.

		Shares Beneficially						Shares Beneficially
		Owned Before Offering					Number of	Owned After Offering
							Shares Being
Name and Address of Beneficial Owner		Number			Percent		Offered	Number	Percent
More than 5% Stockholders:
JPMorgan Chase & Co. and related entities			7,223,065	(1)		26.6
	1221 Avenue of the Americas
	39th Floor
	New York, New York 10020-1080
The First American Corporation and related entities			5,428,824	(2)		20.0
	1 First American Way
	Santa Ana, California 92707
AmeriCredit Corp. and related entities			3,402,813	(3)		12.5
	801 Cherry Street, Suite 3900
	Fort Worth, Texas 76102
Wells Fargo & Company and related entities			2,498,373	(4)		9.2
	420 Montgomery Street
	San Francisco, California 94104
GRP II, L.P. and related entities			2,237,399	(5)		8.2
	2121 Avenue of the Stars
	Suite 1630
	Los Angeles, California 90067

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		Shares Beneficially						Shares Beneficially
		Owned Before Offering					Number of	Owned After Offering
							Shares Being
Name and Address of Beneficial Owner		Number			Percent		Offered	Number	Percent
Capital One Auto Finance, Inc. and related entities			1,832,756	(6)		6.8
	8000 Jones Branch Drive
	19055-0300
	McLean, Virginia 22102
WFS Financial, Inc. and related entities			1,832,756	(7)		6.8
	23 Pasteur
	Irvine, California 92618
Other Selling Stockholders:
DJR US, LLC (formerly known as Automotive Lease Guide (alg), LLC)			1,296,668			4.8
	4187 Cresta Avenue
	Santa Barbara, California 93110
Directors and Executive Officers:
Mark F. O’Neil			724,503	(5)(8)		2.6
Robert J. Cox III			85,052	(9)		*
Charles J. Giglia			82,458	(10)		*
Eric D. Jacobs			73,984	(11)		*
Vincent Passione			157,498	(12)		*
Mary Cirillo-Goldberg			90,837	(13)		*
Daniel E. Berce			—	(3)		—
Steven J. Dietz			3,500	(5)(14)		*
Thomas R. Gibson			—			—
James David Power III			19,750	(15)		*
Howard L. Tischler			3,500	(2)(16)		*
All directors and executive officers as a group (11 persons)			1,241,082			4.5

* indicates less than 1%

(1)

Consists of 7,223,065 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by J.P. Morgan Partners. The sole member of J.P. Morgan Partners is JP Morgan SBIC Holdings, LLC (“JPM-Holdings”), the sole member of which is J.P. Morgan Capital, L.P. (“JPM-Capital”), the general partner of which is J.P. Morgan Capital Management Company, L.P. (“JPM-Management LP”), the general partner of which is J.P. Morgan Capital Management Company, L.L.C. (“JPM-Management LLC”). JPMP Capital Corp. (“JPMP Capital”) is a wholly-owned subsidiary of JPMorgan Chase & Co. (“JPMC”). Each of JPM-Holdings, JPM-Capital, JPM-Management LP, JPM-Management LLC, JPMP Capital and JPMC may be deemed beneficial owners of the shares held by JPM-SBIC, however, each disclaims beneficial ownership except to the extent of its pecuniary interest.

J.P. Morgan Partners will enter into a voting trust agreement at the closing of this offering with an independent, unaffiliated trust company, pursuant to which J.P. Morgan Partners will deposit most of its shares of our common stock into a voting trust. Generally, the voting trustee will vote such shares on a pro rata basis proportionate to all other votes actually cast. Under the voting trust agreement, J.P. Morgan Partners (i) may dispose or direct the disposition of its shares to certain eligible transferees (generally, non-affiliates of JPMC) and (ii) has the right to receive all dividends and distributions paid on its shares, except any such dividends and distributions paid or made in the form of shares of our common stock, which shall be held by the voting trustee under the voting trust.

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(2)	Consists of 5,428,824 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by CMSI, a wholly-owned subsidiary of First American Real Estate Solutions LLC (“First American Real Estate”). The members of First American Real Estate are First American Real Estate Information Services, Inc., First American Appraisal Services, Inc., First American Appraisal Consulting Services, Inc., First American Credco, Inc., First American Field Services, Inc., First American Flood Data Services, Inc., First American Property Services, Inc., First American Real Estate Tax Service, Inc., Pasco Enterprises, Inc., Prime Credit Reports, Inc., Property Financial Services of New England, Inc., Docs Acquisition Corp., Strategic Mortgage Services, Inc. (Texas) and Experian Information Solutions, Inc. Each of the members of First American Real Estate may be deemed beneficial owners of the shares held by CMSI, however, each disclaims beneficial ownership except to the extent of its pecuniary interest. Mr. Howard L. Tischler is President and Chief Executive Officer of CMSI. Mr. Tischler disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. First Advantage Corporation (“First Advantage”) has entered into a definitive agreement to purchase the companies and assets comprising the credit information segment of The First American Corporation, pursuant to which The First American Corporation will transfer all of its shares in CMSI, our stockholder, to First Advantage, if certain conditions are met.
(3)	Consists of 3,402,813 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by ACF Investment Corp. (“ACF”). ACF is a wholly-owned subsidiary of AmeriCredit Corp. Mr. Daniel E. Berce is President and a director of Americredit Corp. Mr. Berce disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
(4)	Consists of (i) 2,040,185 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by Wells Fargo SBIC and (ii) 458,188 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by Wells Fargo Financial, Inc. (“Wells Fargo Financial”). Wells Fargo Financial and Wells Fargo SBIC are each indirect subsidiaries of Wells Fargo & Company.
(5)	Consists of (i) 2,039,915 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by GRP II, L.P. (“GRP II”), (ii) 145,582 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by GRP II Investors, L.P. (“GRP II Investors”) and (iii) 51,902 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by GRP II Partners, L.P. (“GRP II Partners”). GRPVC, L.P. (“GRPVC”) is the general partner of each of GRP II and GRP II Partners and GRP Management Services Corp. (“GRP Management Services”) is the general partner of GRPVC. Merchant Capital, Inc. is the general partner of GRP II Investors and is in turn an indirect wholly-owned subsidiary of Credit Suisse/ First Boston, Inc. Mr. Dietz is Vice President of GRP Management Services. Mr. Dietz disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. Monique O’Neil, the wife of our Chairman of the Board, President and CEO, Mr. O’Neil, is a limited partner of GRP II Partners. Through this partnership interest, she has an indirect economic interest in approximately 1,164 shares of our common stock.
(6)	Consists of 1,832,756 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by Capital One Auto Finance, Inc.
(7)	Consists of 1,832,756 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by WFS Web Investments, which is a wholly-owned subsidiary of WFS Financial, Inc.
(8)	Includes 435,382 shares which Mr. O’Neil has the right to acquire within 60 days after May 31, 2005 upon the exercise of stock options. Also includes 30,000 shares of restricted common stock which Mr. O’Neil was granted on May 26, 2005. Monique O’Neil, the wife of Mr. O’Neil, is a limited partner of GRP II Partners. Through this partnership interest, she has an indirect economic interest in approximately 1,164 shares of our common stock.

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(9)  Includes 59,016 shares which Mr. Cox has the right to acquire within 60 days after May 31, 2005 upon the exercise of stock options. Also includes 10,000 shares of restricted common stock which Mr. Cox was granted on May 26, 2005.

(10)	Includes 77,458 shares which Mr. Giglia has the right to acquire within 60 days after May 31, 2005 upon the exercise of stock options. Also includes 5,000 shares of restricted common stock which Mr. Giglia was granted on May 26, 2005.
(11)	Includes 33,984 shares which Mr. Jacobs has the right to acquire within 60 days after May 31, 2005 upon the exercise of stock options. Also includes 10,000 shares of restricted common stock which Mr. Jacobs was granted on May 26, 2005.
(12)	Includes 63,213 shares which Mr. Passione has the right to acquire within 60 days after May 31, 2005 upon the exercise of stock options. Also includes 15,000 shares of restricted common stock which Mr. Passione was granted on May 26, 2005.
(13)	Includes 16,250 shares which Ms. Cirillo-Goldberg has the right to acquire within 60 days after May 31, 2005 upon the exercise of stock options and 3,500 shares of restricted common stock which Ms. Cirillo-Goldberg was granted on May 26, 2005.
(14)	Includes 3,500 shares of restricted common stock which Mr. Deitz was granted on May 26, 2005.
(15)	Includes 16,250 shares which Mr. Power has the right to acquire within 60 days after May 31, 2005 upon the exercise of stock options and 3,500 shares of restricted common stock which Mr. Power was granted on May 26, 2005.
(16)	Includes 3,500 shares of restricted common stock which Mr. Tischler was granted on May 26, 2005.

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DESCRIPTION OF CAPITAL STOCK

General Matters

      Immediately prior to the effectiveness of our fifth amended and restated certificate of incorporation, we had the authority to issue the following total number of shares of capital stock:

•  30,000,000 shares of common stock, of which 670,917 shares were outstanding; and

•  21,185,000 shares of redeemable convertible participating preferred stock, of which 21,003,180 shares were outstanding.

      As of May 31, 2005, we had outstanding options to purchase 3,550,446 shares of common stock at a weighted average exercise price of $5.97 per share under our 2001 Stock Option Plan and our 2005 Incentive Award Plan.

      Upon the completion of this offering, all of the outstanding shares of our redeemable convertible participating preferred stock will automatically convert into a total of 26,397,721 shares of our common stock. Upon effectiveness of our fifth amended and restated certificate of incorporation, our authorized capital stock will consist of:

•  175,000,000 shares of common stock, par value $0.01 per share, and

•  10,000,000 shares of preferred stock, par value $0.01 per share.

      We are selling                      shares of common stock in this offering (                    if the underwriters exercise their over-allotment option in full) and the selling stockholders are selling                      shares of common stock in this offering (                    if the underwriters’ exercise their over-allotment option in full).

      The following summary describes the material provisions of our capital stock. We urge you to read our fifth amended and restated certificate of incorporation and our amended and restated by-laws, which are included as exhibits to the registration statement of which this prospectus forms a part.

      Certain provisions of our fifth amended and restated certificate of incorporation and our amended and restated by-laws summarized below may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of common stock.

Common Stock

      All holders of shares of common stock are entitled to the same rights and privileges. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of outstanding preferred stock.

      In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to receive proportionately our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock and the shares offered by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

      Under the terms of our fifth amended and restated certificate of incorporation, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval.

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Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock.

      The purpose of authorizing our board of directors to issue preferred stock and determine the rights and preferences of such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Upon the completion of this offering, there will be no shares of preferred stock outstanding and we have no present plans to issue any shares of preferred stock.

      The following chart reflects the redeemable convertible participating preferred stock prior to its automatic conversion into common stock upon completion of this offering:

	Number of		Liquidation		Designated Preferred
	Shares		Preference		Dividends, If Any
Series of Preferred Stock	Outstanding		(per Share)		(per Share)
A		2,000,000	$	8.0000	$	1.0921
A-1		624,630	$	8.0000	$	0.9402
A-2		4,449,856	$	10.2400		—
B		3,618,750	$	8.0000	$	1.0921
B-1		624,630	$	8.0000	$	0.9402
C		5,942,254	$	3.8322	$	0.3093
C-1		2,119,851	$	3.5380	$	0.1962
C-2		139,924	$	3.5380	$	0.0209
C-3		1,483,285	$	10.2400		—

Anti-Takeover Provisions

      Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the interested stockholder and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.

      Classified Board of Directors. Our fifth amended and restated certificate of incorporation divides our board of directors into three classes with staggered three-year terms. In addition, our fifth amended and restated certificate of incorporation and our amended and restated by-laws provide that directors may be removed only for cause and only by the affirmative vote of the holders of 75% or more of our shares of capital stock present in person or by proxy and entitled to vote. Under our fifth amended and restated certificate of incorporation and amended and restated by-laws, any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. The classification of our board of directors and the limitations on the ability of our stockholders to remove directors and fill vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us.

      Stockholder Action by Written Consent. Our fifth amended and restated certificate of incorporation and our amended and restated by-laws provide that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly

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brought before such meeting and may be taken by written action in lieu of a meeting only if previously approved by the board.

      Special Meetings of Stockholders. Our fifth amended and restated certificate of incorporation and our amended and restated by-laws also provide that, except as otherwise required by law, special meetings of the stockholders may only be called by our board of directors.

      Advance Notice Requirements for Stockholder Proposals and Director Nominations. In addition, our amended and restated by-laws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to our board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions that are favored by the holders of a majority of our outstanding voting securities until the next stockholder meeting.

      Amendment of Certificate of Incorporation or By-laws. The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or by-laws, unless a corporation’s certificate of incorporation or by-laws, as the case may be, requires a greater percentage. Our amended and restated by-laws may be amended or repealed by a majority vote of our board of directors or by the affirmative vote of the holders of at least 75% of the votes which all our stockholders would be entitled to cast in any annual election of directors. In addition, the affirmative vote of the holders of at least 75% of the votes which all our stockholders would be entitled to cast in any election of directors is required to amend or repeal or to adopt any provisions inconsistent with any of the provisions of our fifth amended and restated certificate of incorporation described in the prior two paragraphs.

Registration Rights

      Upon the completion of this offering, holders of an aggregate of                      shares (or                      shares if the underwriters exercise their over-allotment option in full) of our common stock will have the right to require us to register these shares under the Securities Act under certain circumstances.

      These registration rights are contained in our fourth amended and restated registration rights agreement, dated March 19, 2003, among DealerTrack Holdings, Inc., ACF Investment Corp., ADP, Inc., Capital One Auto Finance, Inc., DJR US, LLC, (formerly known as Automotive Lease Guide (alg), LLC), First American Credit Management Solutions, Inc., GRP II, L.P., GRP II Investors, L.P., GRP II Partners, L.P., J.P. Morgan Partners (23A SBIC), LLC, Wells Fargo Financial, Inc., Wells Fargo Small Business Investment Company, Inc., WFS Web Investments, Janet Clarke, Robert J. Cox III, Mary Cirillo-Goldberg and Mark F. O’Neil which provides for:

•  an unlimited number of piggyback registrations pursuant to which we are required to register sales of a holder’s shares under the Securities Act when we undertake a public offering either on our own behalf or on behalf of another stockholder, subject to the discretion of the managing underwriter of the offering to decrease the amount that holders may register, with priority given, in the case of a public offering undertaken on our own behalf, first to the shares to be sold by us, then to shares to be sold by the holders exercising these piggyback registration rights, and then to all other shares and, in the case of a public offering on behalf of another stockholder, first to the shares to be sold by such stockholder, then to shares to be sold by us, and then to all other shares,

•  two demand registrations pursuant to which we are required to register sales of a holder’s shares under the Securities Act that would result in aggregate net proceeds of at least $30,000,000, subject to certain rights to delay up to 180 days the filing or effectiveness of any such registration statements; and

•  one registration on Form S-3 (or equivalent short-form registration statement) per year pursuant to which we are required to register sales of a holder’s shares under the Securities Act, subject to the

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aggregate market value (at the time of a holder’s request) of the shares registered by such holder being no less than $5,000,000.

      Registration of any shares of common stock would result in such shares becoming freely tradeable without restriction under the Securities Act immediately upon effectiveness of such registration.

      Generally, we have agreed to pay all expenses of any registration pursuant to the registration rights agreement, except that underwriters’ discounts and commissions shall be borne pro rata by the parties selling shares pursuant to the applicable registration statement.

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock is Wachovia Bank, National Association.

The NASDAQ National Market

      We expect our common stock to be quoted on The NASDAQ National Market under the symbol “TRAK.”

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SHARES ELIGIBLE FOR FUTURE SALE

      Immediately prior to this offering, there was no public market for our common stock. Future sales of substantial amounts of common stock in the public market, including shares issued upon exercise of outstanding options after any restrictions on sale lapse, or the perception that such sales could occur, could adversely affect the market price of our common stock.

      Upon completion of this offering,                      shares of common stock will be outstanding, including the issuance of                      shares of common stock offered by us and assuming no exercise of options outstanding after                     , 2005. All                      shares sold in this offering will be freely tradeable without restriction or further registration under the Securities Act, unless purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act.

      All of the remaining                      shares of common stock were issued and sold by us in reliance on exemptions from the registration requirements of the Securities Act. Of these shares,                      will be subject to lock-up agreements, described in “Underwriting,” on the date of this prospectus. Upon expiration of the lock-up agreements, these shares will become eligible for sale in the public market pursuant to Rule 144(k), Rule 144 or Rule 701, as described below.

	Approximate Number of
	Shares Eligible for
Relevant Dates	Future Sale	Comment
On the date of this prospectus		Freely tradeable shares sold in this offering
90 days after the date of this prospectus		Shares not subject to lock-up agreements; shares saleable under Rules 144, 144(k) or 701
180 days after the date of this prospectus		All shares subject to lock-up agreements released; shares saleable under Rules 144, 144(k) or 701

Rule 144

      In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who has beneficially owned shares of our common stock for at least one year would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

•  1% of the number of shares of common stock then outstanding, which will equal approximately                      shares immediately after this offering, or

•  the average weekly trading volume of the common stock on The NASDAQ National Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

      Sales under Rule 144 are also subject to other requirements regarding the manner of sale, notice filing and the availability of current public information about us.

Rule 144(k)

      Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell such shares without complying with the manner of sale, notice filing, volume limitation or current public information

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requirements of Rule 144. Therefore, unless otherwise restricted, shares eligible for resale pursuant to Rule 144(k) may be sold immediately upon the completion of this offering. The Securities Act defines affiliates to be persons that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, DealerTrack Holdings, Inc. These persons typically include our executive officers and directors.

Rule 701

      In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who purchase shares from us (or we issue shares to) in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to resell such shares 90 days after the effective date of this offering, without having to comply with the holding period requirements of Rule 144.

      The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus. Securities issued in reliance on Rule 701 are restricted securities and, subject to the lock-up restrictions described below, beginning 90 days after the date of this prospectus, may be sold by persons other than “affiliates,” as defined in Rule 144, subject only to the manner of sale provisions of Rule 144 and by “affiliates” under Rule 144 without compliance with its one-year minimum holding period requirement but subject to the manner of sale, notice filing, volume limitation and current public information requirements of Rule 144.

Lock-up Agreements

      The holders of substantially all of our currently outstanding stock have agreed that, subject to certain exceptions described in “Underwriting,” without the prior written consent of J.P. Morgan Securities Inc. and Lehman Brothers Inc. on behalf of the underwriters, they will not, during the period ending 180 days after the date of this prospectus, subject to certain extensions, (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (iii) make any demand for or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

      The 180-day restricted period described above is subject to extension such that, in the event that either (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to us occurs or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the “lock-up” restrictions described above will, subject to certain limited exceptions, continue to apply until the expiration of the 18-day period beginning on the earnings release or the occurrence of the material news or material event.

      Furthermore, certain stockholders who purchased shares from us upon exercise of stock options have similarly agreed not to sell any of their shares for a period of 180 days after the date of this prospectus.

Registration Rights

      Upon the completion of this offering, the holders of an aggregate of approximately                      shares (or                      shares if the underwriters exercise their over-allotment option in full) of our common stock will have the right to require us to register these shares under the Securities Act under certain circumstances. After registration pursuant to these rights, these shares will become freely tradable without restriction under

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the Securities Act. For more information regarding these registration rights, see “Description of Capital Stock — Registration Rights.”

Stock Options

      As of May 31, 2005, we had outstanding options to purchase 3,550,446 shares of common stock at a weighted average exercise price of $5.97 per share. Following this offering, we intend to file registration statements on Form S-8 under the Securities Act to register all of the shares of common stock subject to outstanding stock options together with options and other awards issuable pursuant to our ESPP, 2001 Stock Option Plan and 2005 Incentive Award Plan.

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DESCRIPTION OF OUR CREDIT FACILITIES

General

      On April 15, 2005, we and DealerTrack, Inc. entered into credit facilities with J.P. Morgan Securities Inc. and Lehman Brothers Inc., as joint book-runners, J.P. Morgan Securities Inc., Lehman Brothers Inc. and Wachovia Securities Inc., as arrangers, JPMorgan Chase Bank, N.A., as administrative agent and letter of credit issuing bank, Lehman Commercial Paper Inc., as syndication agent, and Wachovia Bank, National Association, as documentation agent.

      Our credit facilities consist of a revolving credit facility and a term loan facility. The revolving credit facility is comprised of commitments in a total principal amount of $25.0 million, which facility is available for general corporate purposes (including acquisitions), subject to certain conditions. As of June 30, 2005, the principal amount borrowed under this facility was $18.5 million and we had $6.5 million available for additional borrowings under this revolving credit facility. The term loan facility is comprised of commitments in a total principal amount of $25.0 million, which facility is available for acquisitions only, subject to certain conditions. As of May 31, 2005, the principal amount borrowed under this facility was $25.0 million. The revolving credit facility will mature on April 15, 2008 and the term loan facility will mature on April 15, 2010.

Guarantees

      The obligations under our credit facilities are secured and unconditionally and irrevocably guaranteed jointly and severally by each of our existing and future direct and indirect domestic operating subsidiaries.

Interest Rates and Fees

      Our credit facilities bear interest, at our option, at either:

•  a base rate used by JPMorgan Chase Bank, plus 0.50%; or

•  a eurodollar rate on deposits for one, two, three or six-month periods, plus 1.50%.

      In addition to paying interest on outstanding principal amounts under our revolving credit facility, we are required to pay a commitment fee to the lenders equal to a rate per annum of 0.325% of the unused commitments under our revolving credit facility, which fee is payable quarterly in arrears.

Security Interests

      Borrowings under our credit facilities, the guarantees described above and obligations under certain hedging agreements and cash management agreements are secured by a first priority security interest in:

•  all present and future shares of the capital stock of or other equity interests of each of our present and future subsidiaries; in the case of any foreign subsidiary or permitted excluded domestic non-operating subsidiary, such pledge shall be limited to 66% of the common equity of such subsidiary;

•  substantially all of the present and future personal property and assets of ours, DealerTrack, Inc. and each subsidiary guarantor, including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, fixtures, bank accounts, general intangibles, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash (subject to certain exceptions set forth in the guarantee and security agreement); and

•  all proceeds and products of the property and assets described in the previous two bullet points.

Mandatory and Optional Repayment

      We are required to make scheduled principal repayments with respect to the term loan facility each quarter, commencing December 31, 2005. Subject to exceptions for reinvestment of proceeds and other exceptions and materiality thresholds, we are required to prepay outstanding loans under the $25.0 million

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term loan facility with the net proceeds of certain asset dispositions, casualty events, incurrences of certain debt and issuances of certain equity, including up to 25% of the net proceeds to us from this offering.

      We may voluntarily prepay the term loan facility or reduce commitments under the credit facilities, in whole or in part, subject to minimum reduction amounts. If we prepay loans that bear interest at a eurodollar rate for one, two, three or six-month periods, plus 1.50% other than at the end of an applicable interest period, we will be required to reimburse lenders for their redeployment costs.

Covenants

      Our credit facilities contain restrictive covenants that limit our ability and our existing or future subsidiaries’ abilities, among other things, to:

•  access our, or our existing or future subsidiaries’, cash flow and value and, therefore, to pay interest and/or principal on our other indebtedness or to pay dividends on our common stock;

•  incur additional indebtedness;

•  issue preferred stock;

•  pay dividends or make distributions in respect of our, or our existing or future subsidiaries’, capital stock or to make certain other restricted payments or investments;

•  sell assets, including our capital stock;

•  enter into sale and leaseback transactions;

•  agree to payment restrictions;

•  consolidate, merge, sell or otherwise dispose of all or substantially all of our or the applicable subsidiary’s assets;

•  enter into transactions with our or the applicable subsidiary’s affiliates;

•  incur liens; and

•  designate any of our, or the applicable subsidiary’s, future subsidiaries as unrestricted subsidiaries.

      In addition, our credit facilities include other and more restrictive covenants and prohibit our subsidiaries from prepaying our other indebtedness while indebtedness under our credit facilities is outstanding. The agreements governing our credit facilities also require us and our subsidiaries to achieve specified financial and operating results and maintain compliance with specified financial ratios on a consolidated basis. Our and our subsidiaries’ ability to comply with these ratios may be affected by events beyond our control.

      Our credit facilities contain the following affirmative covenants, among others: delivery of financial statements, reports, accountants’ letters, budgets, officers’ certificates and other information requested by the lenders; payment of other obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with laws and material contractual obligations; maintenance of property and insurance; maintenance of books and records; right of the lenders to inspect property and books and records; notices of defaults, bankruptcies and other material events; and compliance with laws.

Events of Default

      Our credit facilities specify certain events of default, including, among others: nonpayment of principal when due; nonpayment of interest, fees or other amounts after a three business day grace period; inaccuracy of representations and warranties; violation of certain covenants (subject, in the case of certain of these covenants, to a grace period); cross-default; bankruptcy events; certain ERISA events; material judgments; and a change in control, as defined by our credit facilities.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

FOR NON-U.S. HOLDERS OF OUR COMMON STOCK

      The following is a summary of certain United States federal income tax consequences relating to the purchase, ownership and disposition of our common stock by a non-U.S. holder as of the date hereof. This discussion does not address all aspects of United States federal income taxes that may be relevant to a non-U.S. holder of common stock. For example, in the case of a non-U.S. holder that is a partnership, the United States tax consequences of holding and disposing of our common stock may be affected by determinations made at the partner level. This discussion also does not address foreign, state and local tax consequences. Special rules may apply to certain non-U.S. holders, such as insurance companies, tax-exempt organizations, banks, financial institutions, dealers in securities, holders of securities held as part of a “straddle,” “hedge” or “conversion transaction,” “controlled foreign corporations,” “passive foreign investment companies,” “foreign personal holding companies” and corporations that accumulate earnings to avoid United States federal income tax, that are subject to special treatment under the Code. Such persons should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them. Furthermore, the discussion below is based upon the provisions of the Code, and regulations, rulings and judicial decisions thereunder as of the date hereof, and these authorities may be repealed, revoked or modified with retroactive effect so as to result in United States federal income tax consequences different from those discussed below.

      Persons considering the purchase, ownership or disposition of common stock should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

      As used in this section, a “U.S. holder” of common stock means a holder that is (1) a citizen or resident of the United States, (2) a corporation or partnership created or organized in or under the laws of the United States or of any state thereof or in the District of Columbia, unless in the case of a partnership, United States Treasury regulations provide otherwise, (3) an estate the income of which is subject to United States federal income taxation regardless of its source and (4) a trust (A) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons has the authority to control all substantial decisions of the trust or (B) that has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. A “non-U.S. holder” is a holder that is not a U.S. holder.

      An individual may, in many cases, be deemed to be a resident alien, as opposed to a nonresident alien, by virtue of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. For these purposes, all the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year are counted. Resident aliens are subject to United States federal income tax as if they were United States citizens.

Dividends

      As discussed under “Dividend Policy” above, we do not currently expect to pay dividends. In the event that we do pay dividends, then dividends paid to a non-U.S. holder of common stock generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. To claim the benefit of a lower rate under an income tax treaty, a non-U.S. holder must properly file with the payor an IRS Form W-8BEN, or successor form, claiming an exemption from or reduction in withholding under the applicable tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States and, where a tax treaty applies, are attributable to a United States permanent establishment of the non-U.S. holder, are not subject to withholding tax, but instead are subject to United States federal income tax on a net income basis at applicable graduated individual or corporate rates. Certain certification and disclosure requirements must be complied with in order for effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or

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such lower rate as may be specified by an applicable income tax treaty. A non-U.S. holder of common stock who wishes to claim the benefit of an applicable treaty rate (and avoid back-up withholding as discussed below) for dividends paid will be required to satisfy applicable certification and other requirements and may be required to obtain a United States taxpayer identification number.

      A non-U.S. holder of common stock eligible for a reduced rate of United States withholding tax may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service (the “IRS”).

Gain on Disposition of Common Stock

      A non-U.S. holder generally will not be subject to United States federal income tax with respect to gain recognized on a sale or other disposition of common stock unless (1) the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, and, where a tax treaty applies, is attributable to a United States permanent establishment of the non-U.S. holder, (2) in the case of a non-U.S. holder who is an individual and holds the common stock as a capital asset, such holder is present in the United States for 183 or more days in the taxable year of the sale or other disposition and certain other conditions are met or (3) we are or have been a “U.S. real property holding corporation” within the meaning of Section 897 of the Code for United States federal income tax purposes within the shorter of the five-year period preceding such disposition or such non-U.S. holder’s holding period.

      A non-U.S. holder described in clause (1) above will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates and, if it is a corporation, may be subject to the branch profits tax at a rate equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in clause (2) above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses (even though the individual is not considered a resident of the United States).

      We believe we are not and do not anticipate becoming a “U.S. real property holding corporation” for United States federal income tax purposes.

Information Reporting and Backup Withholding

      We must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

      A non-U.S. holder may be subject to backup withholding unless applicable certification requirements are met.

      Payment of the proceeds of a sale of common stock within the United States is subject to both backup withholding and information reporting unless the beneficial owner certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person) or the holder otherwise establishes an exemption. In general, backup withholding and information reporting will not apply to the payment of the proceeds of a sale of common stock by or through a foreign office of a broker. However, payment of the proceeds of a sale of common stock conducted through certain United States related financial intermediaries is subject to information reporting (but not backup withholding) unless the financial intermediary has documentary evidence in its records that the beneficial owner is a non-U.S. holder and specified conditions are met or an exemption is otherwise established.

      Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such holder’s United States federal income tax liability provided the required information is furnished to the IRS.

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UNDERWRITING

      J.P. Morgan Securities Inc. and Lehman Brothers Inc. are the representatives of the underwriters. Subject to the terms and conditions of the underwriting agreement, the underwriters named below, through their representatives, have severally agreed to purchase from us and the selling stockholders the respective number of shares of common stock opposite their names below:

Underwriters		Number of Shares
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
Wachovia Capital Markets, LLC.
William Blair & Company, L.L.C.
SG Cowen & Co., LLC.
	Total

      The underwriting agreement provides that the obligations of the underwriters are subject to certain conditions precedent, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and the independent auditors. The underwriters are committed to purchase all the common shares offered by us and the selling stockholders, other than those shares covered by the over-allotment option described below, if they purchase any shares.

      The following table shows the per share and total underwriting discounts and commissions to be paid by us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares.

	Per Share		Total
	No Exercise	Full Exercise	No Exercise	Full Exercise
Us	$	$	$	$
Selling stockholders	$	$	$	$

      We estimate that the total expenses of this offering that are payable by us, excluding underwriting discounts and commissions, will be approximately $           million.

      The underwriters propose to offer the common shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $           per share. The underwriters may allow, and such dealers may reallow, a concession not in excess of $           per share to certain other dealers. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. The representatives have advised us that the underwriters do not intend to confirm discretionary shares in excess of 5% of the shares of common shares offered in this offering.

      We have granted the underwriters an option to buy up to an aggregate of                     additional common shares and the selling stockholders have granted to the underwriters an option to purchase up to an aggregate of                     additional common shares, at the initial public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus. The underwriters have 30 days from the date of this prospectus to exercise this option. To the extent that the underwriters exercise this option, each underwriter will have a firm commitment to purchase approximately the same percentage of additional common shares which the number of shares to be purchased by it shown in the table found above bears to the total number of shares offered hereby. The underwriters may exercise this option only to cover over-allotments made in connection with the sale of common shares offered hereby.

      The offering of the common shares is made for delivery when, as and if accepted by the underwriters and subject to prior sale and to withdrawal, cancellation or modification of this offering without notice. The underwriters reserve the right to reject an order for the purchase of common shares in whole or in part.

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      We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and liabilities incurred in connection with the directed share program referred to below, and to contribute to payments that the underwriters may be required to make for these liabilities.

      We, subject to certain limited exceptions, and our executive officers, directors and other stockholders and optionholders owning substantially all of our shares have agreed not to, without the prior written consent of J.P. Morgan Securities Inc. and Lehman Brothers Inc., (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares or such other securities, in cash or otherwise. In addition, our executive officers, directors and other stockholders and optionholders owning substantially all of our shares have agreed not to make any demand for or exercise any right with respect to, the registration of any shares of common shares or any security convertible into or exercisable or exchangeable for common shares, during the period ending 180 days after the date of this prospectus.

      The 180-day restricted period described above is subject to extension such that, in the event that either (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to us occurs or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the “lock-up” restrictions described above will, subject to certain limited exceptions, continue to apply until the expiration of the 18-day period beginning on the earnings release or the occurrence of the material news or material event.

      A total of                      shares are subject to the lock-up restrictions described above.

      We expect the common shares to be approved for quotation on The NASDAQ National Market, subject to notice of issuance, under the symbol “TRAK.”

      Persons participating in the offering may engage in transactions, including over-allotments, syndicate covering transactions, stabilizing bids, or imposition of penalty bids, that may have the effect of stabilizing or maintaining above, or otherwise affecting, the market price of the common shares at a level from that which might otherwise prevail in the open market.

      A syndicate covering transaction is a bid for or the purchase of the common shares on behalf of the underwriters to reduce a syndicate short position incurred by the underwriters in connection with the offering. The underwriters may create a syndicate short position by making short sales of the common shares and may purchase common shares on the open market to cover syndicate short positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares of common shares than they are required to purchase in this offering. Short sales can be either covered or naked. Covered short sales are sales made in an amount not greater than the underwriters’ over-allotment option to purchase additional shares from us in the offering. Naked short sales are sales in excess of the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of common shares in the open market after pricing that could adversely affect investors who purchase in this offering. If the underwriters create a syndicate short position, they may choose to reduce or cover this position by either exercising all or part of the over-allotment option to purchase additional shares of common shares from us or by engaging in syndicate covering transactions. The underwriters may close out any covered short position by either exercising their over-allotment option or purchasing securities in the open market. The underwriters must close out any naked short position by purchasing securities in the open market. In determining the source of common shares to close out the covered short position, the underwriters will consider, among other things, the price of common shares available for purchase in the open market as compared to the price at which they may purchase common shares through the over-allotment option.

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      A stabilizing bid is a bid for or the purchase of common shares on behalf of the underwriters for the purpose of fixing or maintaining the price of common shares. A penalty bid is an arrangement that permits the representatives to reclaim the selling concession from an underwriter or a syndicate member for the common shares purchased by the underwriters in a syndicate covering transaction and therefore have not been effectively placed by the underwriter or syndicate member.

      These transactions may be effected on The NASDAQ National Market or otherwise and, if commenced, may be discontinued at any time. Similar to other purchase activities, these activities may have the effect of preventing or retarding a decline in the market price of common shares. As a result, the price of common shares may be higher than the price that might otherwise exist in the open market.

      We have been advised by the representatives that they currently intend to make a market in the common shares; however, the representatives are not obligated to do so and may discontinue any such market-making without notice at any time. In addition, because J.P. Morgan Securities Inc. may be deemed to be an affiliate of ours prior to JPM-SBIC’s entry into a voting trust agreement with an independent, unaffiliated trust company on or around the completion of this offering, this prospectus may be used by J.P. Morgan Securities Inc. and its affiliates in connection with offers and sales of the common shares in market-making transactions from the date of this prospectus until                     , 2005.

      Affiliates of J.P. Morgan Securities Inc. will own                      shares of our outstanding common shares after giving effect to this offering. See “Related Party Transactions” and “Principal and Selling Stockholders.”

      In the ordinary course of their business, the underwriters or their affiliates have engaged, are engaged and may in the future engage in investment banking, financial advisory and/or commercial banking transactions with us, our affiliates and significant stockholders. JPMorgan Chase Bank, N.A. is a lender and acts as administrative agent and letter of credit issuing bank under our credit facilities. Lehman Commercial Paper Inc. is a lender and acts as syndication agent under our credit facilities. In addition, Wachovia Bank, National Association is a lender and acts as documentation agent under our credit facilities. See “Summary — Transactions and Relationships with Certain of the Underwriters and Their Affiliates” and “Description of Our Credit Facilities.”

      Prior to the completion of this offering, an affiliate of J.P. Morgan Securities Inc. owned more than 10% of our outstanding equity and therefore J.P. Morgan Securities Inc. may be deemed to have a “conflict of interest” with us under Rule 2720 of the National Association of Securities Dealers, Inc. Conduct Rules. Because of that conflict of interest and because affiliates of J.P. Morgan Securities Inc., Lehman Brothers Inc. and Wachovia Capital Markets, LLC are each lenders under the term loan facility of our credit facilities and will collectively receive more than 10% of the net proceeds of this offering due to the required repayment of the term loan facility by us, this offering is being conducted in accordance with the applicable provisions of Rule 2720. Rule 2720 requires that the initial public offering price of the common shares be no higher than that recommended by a “qualified independent underwriter” as such term is defined by Rule 2720. Accordingly, William Blair & Company, L.L.C. is assuming the responsibilities of acting as the qualified independent underwriter in pricing this offering and conducting due diligence. The initial public offering price of the common shares will be no higher than the price recommended by William Blair & Company, L.L.C. We have agreed to indemnify William Blair & Company, L.L.C. for acting as qualified independent underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that William Blair & Company, L.L.C. may be required to make for these liabilities.

      Prior to this offering, there has been no public market for our common shares. We and the underwriters, including the “qualified independent underwriter,” negotiated the initial public offering price. In determining the initial public offering price, we and the underwriters expect to consider a number of factors in addition to prevailing market conditions, including:

•  the history of and prospects for our industry;

•  an assessment of our management;

•  our present operations;

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•  the trend of our revenue and earnings; and

•  our earnings prospects.

      We and the underwriters will consider these and other relevant factors in relation to the price of similar securities of generally comparable companies. Neither we nor the underwriters can assure investors that an active trading market will develop for the common shares or that the common shares will trade in the public market at or above the initial public offering price.

Directed Share Program

      At our request, the underwriters have reserved for sale at the initial public offering price up to                      shares offered hereby for officers, directors, employees and certain other persons associated with us, including certain employees of customers and vendors. Participants in this program will agree that they will not, directly or indirectly, sell, transfer, assign, pledge or hypothecate any shares for a period of at least            days from the date of this prospectus and will comply with any other applicable rules imposed by NASD Regulation, Inc. We will pay all fees and disbursements of counsel incurred by the underwriters in connection with offering the shares to such persons. The number of shares available for sale to the general public will be reduced to the extent such persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered hereby.

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LEGAL MATTERS

      The validity of the shares of common stock offered hereby has been passed upon for us by Latham & Watkins LLP, New York, New York. Davis Polk & Wardwell, New York, New York is counsel for the underwriters in connection with this offering.

EXPERTS

      The consolidated financial statements of DealerTrack Holdings, Inc. and subsidiaries as of December 31, 2003 and 2004 and for each of the three years in the period ended December 31, 2004 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

      The combined financial statements of Automotive Lease Guide (alg), LLC and Automotive Lease Guide (alg) Canada, Inc. as of December 31, 2003 and 2004 and for each of the two years in the period ended December 31, 2004 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

      The financial statements of Chrome Systems Corporation as of December 31, 2004 and for the year ended December 31, 2004 have been included in this prospectus in reliance upon the report of KPMG LLP, an independent auditor, given on the authority of said firm as experts in auditing and accounting.

      The consolidated financial statements of dealerAccess Inc. as of October 31, 2003 and for the year then ended included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

      The consolidated financial statements of LLDG Operating Company (formerly known as Lease Marketing, Ltd.) as of July 31, 2004 and for the seven months ended July 31, 2004 and as of and for the year ended December 31, 2003 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the U.S. Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock being offered hereby. This prospectus, which constitutes part of the registration statement, does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. When we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. Each statement in this prospectus shall be deemed qualified in its entirety by this reference.

      You may read the registration statement, the related exhibits and the other materials we file with the Commission at its public reference facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of those documents at prescribed rates by writing to the Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference facilities. The Commission also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file with the Commission. The site’s address is www.sec.gov.

      Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Exchange Act, and, accordingly, will file periodic reports, proxy statements and other information with the Commission. Our periodic reports, proxy statements and other information will be available for inspection and copying at the Commission’s public reference rooms and on the Commission’s website.

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INDEX TO FINANCIAL STATEMENTS

AND FINANCIAL STATEMENT SCHEDULE

	Page
DEALERTRACK HOLDINGS, INC.:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Cash Flows		F-5
Consolidated Statements of Stockholders’ Deficit and Comprehensive (Loss) Income		F-6
Notes to Consolidated Financial Statements		F-7
Schedule II — Valuation and Qualifying Accounts		F-35
AUTOMOTIVE LEASE GUIDE (ALG), LLC:
Report of Independent Auditors		F-36
Combined Balance Sheets		F-37
Combined Statements of Operations		F-38
Combined Statements of Changes in Equity		F-39
Combined Statements of Cash Flows		F-40
Notes to Combined Financial Statements		F-41
CHROME SYSTEMS CORPORATION:
Independent Auditors’ Report		F-46
Balance Sheets		F-47
Statements of Operations		F-48
Statements of Stockholders’ Equity		F-49
Statements of Cash Flows		F-50
Notes to Financial Statements		F-51
DEALERACCESS INC.:
Report of Independent Auditors		F-58
Consolidated Balance Sheet		F-59
Consolidated Statement of Shareholder’s Deficiency		F-60
Consolidated Statement of Operations		F-61
Consolidated Statement of Cash Flows		F-62
Notes to Consolidated Financial Statements		F-63
LLDG OPERATING COMPANY (FORMERLY KNOWN AS LEASE MARKETING, LTD.):
Report of Independent Auditors		F-74
Consolidated Balance Sheets		F-75
Consolidated Statements of Operations		F-76
Consolidated Statements of Stockholders’ Equity (Deficit)		F-77
Consolidated Statements of Cash Flows		F-78
Notes to Consolidated Financial Statements		F-79

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of DealerTrack Holdings, Inc.

In our opinion, the accompanying consolidated financial statements as listed in the accompanying index present fairly, in all material respects, the financial position of DealerTrack Holdings, Inc. and its subsidiaries at December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004 in conformity with the standards of the Public Company Accounting Oversight Board (United States). In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Melville, New York

July 26, 2005

F-2

DEALERTRACK HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

			December 31,									Pro forma at
									March 31,			March 31,
			2003			2004			2005			2005
									(Unaudited)
			(In thousands, except share and per share
			amounts)
ASSETS
Current assets
	Cash and cash equivalents		$	16,790		$	21,753		$	18,680		$	18,680
	Accounts receivable — related party			1,565			2,379			4,065			4,065
	Accounts receivable, net of allowances of $616, $699 and $1,113 (unaudited) at December 31, 2003, 2004 and March 31, 2005, respectively			3,421			6,255			8,960			8,960
	Prepaid expenses and other current assets			1,052			2,778			3,666			3,666
	Deferred tax asset			—			7,675			7,240			7,240
	Restricted cash			133			577			398			398
		Total current assets		22,961			41,417			43,009			43,009
Property and equipment, net				2,586			2,849			2,657			2,657
Software and website developments costs, net				2,938			3,423			3,692			3,692
Intangible assets, net				9,881			15,474			14,537			14,537
Goodwill				5,128			12,781			12,781			12,781
Restricted cash				50			590			590			590
Advance payment for acquisition				2,885			—			—			—
Other assets				214			147			630			630
		Total assets	$	46,643		$	76,681		$	77,896		$	77,896
LIABILITIES, REDEEMABLE CONVERTIBLE PARTICIPATING PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
	Accounts payable		$	955		$	3,093		$	3,690		$	3,690
	Accounts payable — related party			1,070			712			478			478
	Accrued compensation and benefits			2,717			4,299			1,941			1,941
	Accrued other			1,010			6,926			7,024			7,024
	Deferred revenue			1,173			2,416			2,537			2,537
	Deferred taxes			—			42			42			42
	Capital leases payable			396			539			542			542
	Total current liabilities			7,321			18,027			16,254			16,254
Capital leases payable — long-term				704			347			212			212
Due to LML				—			3,520			3,547			3,547
Other long-term liabilities				—			2,562			2,358			2,358
Total liabilities				8,025			24,456			22,371			22,371
Commitments and contingencies (Note 14)
Redeemable convertible participating preferred stock
Series A (liquidation preference of $15,937 at December 31, 2003, 2004 and March 31, 2005)				1,677			1,677			1,677			—
Series A-1 (liquidation preference of $5,746 at December 31, 2003, 2004 and March 31, 2005)				2,394			2,394			2,394			—
Series A-2 (liquidation preference of $15,000 at December 31, 2003, 2004 and March 31, 2005)				14,250			14,250			14,250			—
Series B (liquidation preference of $28,836 at December 31, 2003, 2004 and March 31, 2005)				19,986			19,986			19,986			—
Series B-1 (liquidation preference of $5,746 at December 31, 2003, 2004 and March 31, 2005)				532			532			532			—
Series C (liquidation preference of $24,610 at December 31, 2003, 2004 and March 31, 2005)				21,413			21,413			21,413			—
Series C-1 (liquidation preference of $7,916 at December 31, 2003, 2004 and March 31, 2005)				6,739			6,739			6,739			—
Series C-2 (liquidation preference of $498 at December 31, 2003, 2004 and March 31, 2005)				485			485			485			—
Series C-3 (liquidation preference of $5,000 at December 31, 2003, 2004 and March 31, 2005)				4,750			4,750			4,750			—
		Total redeemable convertible participating preferred stock		72,226			72,226			72,226			—
Stockholders’ (deficit) equity
	Common stock, $0.01 par value; 30,000,000 shares authorized; 13,689, 177,925 and 522,740 shares outstanding at December 31, 2003, 2004 and March 31, 2005 (unaudited), respectively			—			2			5			269
	Additional paid-in capital			2,679			8,451			9,420			81,382
	Deferred stock-based compensation			—			(3,520	)		(3,252	)		(3,252	)
	Accumulated other comprehensive income (foreign currency)			—			100			91			91
	Accumulated deficit			(36,287	)		(25,034	)		(22,965	)		(22,965	)
		Total stockholders’ (deficit) equity		(33,608	)		(20,001	)		(16,701	)		55,525
		Total liabilities, redeemable convertible participating preferred stock and stockholders’ (deficit) equity	$	46,643		$	76,681		$	77,896		$	77,896

The accompanying notes are an integral part of these financial statements.

F-3

DEALERTRACK HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

											Three Months Ended
		Year Ended December 31,									March 31,
		2002			2003			2004			2004			2005
											(Unaudited)
		(In thousands, except per share amounts)
Revenue
Net revenue(1)		$	11,711		$	38,679		$	70,044		$	15,376		$	23,271
Operating costs and expenses
Cost of revenue(1)(2)			17,556			25,362			29,665			6,820			8,403
Product development(2)			2,101			1,539			2,256			483			767
Selling, general and administrative(2)			9,008			15,048			30,401			6,386			10,485
	Total operating costs and expenses		28,665			41,949			62,322			13,689			19,655
	(Loss) income from operations		(16,954	)		(3,270	)		7,722			1,687			3,616
Interest income			179			75			54			11			53
Interest expense			—			(22	)		(115	)		(20	)		(40	)
	(Loss) income before provision for income taxes		(16,775	)		(3,217	)		7,661			1,678			3,629
(Provision) benefit for income taxes, net			—			(72	)		3,592			(213	)		(1,560	)
	Net (loss) income	$	(16,775	)	$	(3,289	)	$	11,253		$	1,465		$	2,069
	Basic net (loss) income per share applicable to common stockholders(3)	$	(23,334.99	)	$	(1,000.30	)	$	0.45		$	0.07		$	0.08
	Diluted net (loss) income per share applicable to common stockholders(3)	$	(23,334.99	)	$	(1,000.30	)	$	0.00		$	0.00		$	0.00
	Weighted average shares outstanding		1,009			3,288			40,219			13,689			513,771
	Weighted average shares outstanding assuming dilution		1,009			3,288			25,790,375			24,778,816			25,904,585
	Pro forma basic net income per share (unaudited)(3)							$	0.43					$	0.08
	Pro forma diluted net income per share (unaudited)(3)							$	0.41					$	0.08
	Pro forma average shares outstanding (unaudited)								26,437,940						26,911,492
	Pro forma average shares outstanding assuming dilution (unaudited)								27,422,969						27,537,179

								Three Months
								Ended
		Year Ended December 31,						March 31,
		2002		2003		2004		2004		2005
								(Unaudited)
		(In thousands)
(1) Related party revenue		$	8,191	$	13,717	$	19,070	$	4,391	$	6,152
	Related party cost of revenue		199		3,985		3,306		1,003		782

(2)  Stock-based compensation recorded for the year ended December 31, 2004 and the three months ended March 31, 2004 and 2005 was classified as follows (in thousands):

				Three Months Ended
		Year Ended		March 31,
		December 31,
		2004		2004		2005
				(Unaudited)
		(In thousands)
Cost of revenue		$	286	$	—	$	47
Product development			84		—		17
Selling, general and administrative			1,263		—		204
	Total stock-based compensation	$	1,633	$	—	$	268

(3)  See note (2) for earnings per share calculations

The accompanying notes are an integral part of these financial statements.

F-4

DEALERTRACK HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

												Three Months
			Year Ended									Ended
			December 31,									March 31,
			2002			2003			2004			2004			2005
												(Unaudited)
			(In thousands)
Cash flows from operating activities
Net (loss) income			$	(16,775	)	$	(3,289	)	$	11,253		$	1,465		$	2,069
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
	Depreciation and amortization			11,194			11,016			10,873			2,442			3,011
	Deferred tax (benefit) provision			—			—			(4,679	)		—			435
	Amortization of deferred compensation			—			—			1,633			—			268
	Allowance for doubtful accounts and credits			75			380			44			14			215
	(Loss) gain on sale of property and equipment			(4	)		—			(33	)		4			(17	)
	Amortization of deferred interest			—			—			45			—			27
	Changes in operating assets and liabilities, net of effects of acquisitions
		Trade accounts receivable		(1,397	)		615			(2,285	)		(1,817	)		(2,918	)
		Accounts receivable — related party		(591	)		(2,518	)		(814	)		(1,427	)		(1,686	)
		Prepaid expenses and other current assets		(144	)		(1,294	)		(1,808	)		(68	)		(903	)
		Accounts payable and accrued expenses		478			599			2,763			(1,840	)		(1,906	)
		Accounts payable — related party		48			1,023			(316	)		378			(234	)
		Deferred revenue and other current liabilities		138			1,034			914			380			506
		Other long-term liabilities		—			935			(456	)		—			(203	)
		Other assets		(28	)		(18	)		28			172			(510	)
Net cash (used in) provided by operating activities				(7,006	)		8,483			17,162			(297	)		(1,846	)
Cash flows from investing activities
Capital expenditures				(395	)		(542	)		(1,825	)		(330	)		(248	)
Funds released from escrow and other restricted cash				520			12			(984	)		—			179
Capitalized software and web site development costs				(3,192	)		(1,928	)		(2,302	)		(508	)		(721	)
Proceeds from sale of property and equipment				276			—			5			5			18
Cash acquired in purchase of subsidiary				—			—			59			59			—
Payment for net assets acquired				—			—			(7,377	)		—			(152	)
Payment for purchase of subsidiary, net of cash acquired				—			—			—			—			(1,138	)
Advance payment for acquisition				—			(2,885	)		—			—			—
Net cash used in investing activities				(2,791	)		(5,343	)		(12,424	)		(774	)		(2,062	)
Cash flows from financing activities
Principal payments on capital lease obligations				—			(146	)		(496	)		(51	)		(132	)
Proceeds from the exercise of employee stock options				6			51			621			—			972
Net proceeds from issuance of convertible
	Series C-1 preferred stock			6,739			—			—			—			—
Net proceeds from issuance of convertible
	Series C-2 preferred stock			485			—			—			—			—
Net cash provided by (used in) financing activities				7,230			(95	)		125			(51	)		840
Net (decrease) increase in cash and cash equivalents				(2,567	)		3,045			4,863			(1,122	)		(3,068	)
Effect of exchange rate changes on cash and cash equivalents				—			—			100			(3	)		(5	)
Beginning of period				16,312			13,745			16,790			16,790			21,753
End of period			$	13,745		$	16,790		$	21,753		$	15,665		$	18,680
Supplemental disclosure
Non cash investing and financing activities:
		Assets acquired under capital leases	$	—		$	1,247		$	280		$	—		$	—
		Preferred stock issued in conjunction with acquisition of subsidiary		—			19,000			—			—			—
Cash paid for:
		Income taxes		2			11			1,071			135			700
		Interest		—			22			115			20			40

The accompanying notes are an integral part of these financial statements.

F-5

DEALERTRACK HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT AND

COMPREHENSIVE (LOSS) INCOME FOR EACH OF THE THREE YEARS IN THE

PERIOD ENDED DECEMBER 31, 2004 AND THE THREE MONTHS ENDED MARCH 31, 2005

										Accumulated
	Common Stock				Additional		Deferred			Other						Total			Comprehensive
					Paid-In		Stock-Based			Comprehensive			Accumulated			Stockholders’			(Loss)
	Shares		Amount		Capital		Compensation			Income			Deficit			Deficit			Income
	(In thousands, except share and per share amounts)
Balance as of December 31, 2001		—	$	—	$	2,622	$	—		$	—		$	(16,223	)	$	(13,601	)
Exercise of stock options		1,009		—		6		—			—			—			6			—
Net loss		—		—		—		—			—			(16,775	)		(16,775	)	$	(16,775	)
Comprehensive loss																			$	(16,775	)
Balance as of December 31, 2002		1,009		—		2,628		—			—			(32,998	)		(30,370	)
Exercise of stock options		12,680		—		51		—			—			—			51			—
Net loss		—		—		—		—			—			(3,289	)		(3,289	)	$	(3,289	)
Comprehensive loss																			$	(3,289	)
Balance as of December 31, 2003		13,689		—		2,679		—			—			(36,287	)		(33,608	)
Exercise of stock options		164,236		2		619		—			—			—			621			—
Foreign currency translation adjustment		—		—		—		—			100			—			100			100
Deferred stock-based compensation		—		—		5,153		(5,153	)		—			—			—			—
Stock-based compensation expense		—		—		—		1,633			—			—			1,633			—
Net income		—		—		—		—			—			11,253			11,253		$	11,253
Comprehensive income																			$	11,353
Balance as of December 31, 2004		177,925		2		8,451		(3,520	)		100			(25,034	)		(20,001	)
Exercise of stock options (unaudited)		344,815		3		969		—			—			—			972			—
Foreign currency translation adjustment (unaudited)		—		—		—		—			(9	)		—			(9	)		(9	)
Stock-based compensation expense (unaudited)		—		—		—		268			—			—			268			—
Net income (unaudited)		—		—		—		—			—			2,069			2,069		$	2,069
Comprehensive income (unaudited)																			$	2,060
Balance as of March 31, 2005 (unaudited)		522,740	$	5	$	9,420	$	(3,252	)	$	91		$	(22,965	)	$	(16,701	)

The accompanying notes are an integral part of these financial statements.

F-6

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business Description

      We are a leading provider of on-demand software solutions for the automotive retail industry in the United States. We utilize the Internet to link automotive dealers with banks, finance companies, credit unions and other financing sources, and other service and information providers, such as the major credit reporting agencies. Our credit application processing product enables dealers to automate and accelerate the indirect automotive financing process by increasing the speed of communications between these dealers and their financing sources. Our integrated subscription-based software products and services enable our automotive dealer customers to receive valuable consumer leads, compare various financing and leasing options and programs, sell insurance and other aftermarket products, document compliance with certain laws and execute financing contracts electronically. In addition, we offer data and other products and services to various industry participants, including lease residual value and automobile configuration data.

      We began our principal business operations in February 2001 with the introduction of our credit application processing product to address inefficiencies in the automotive financing process. Since then, we have substantially increased the number of participants in our network and have introduced new products and services through our internal product development efforts, as well as through acquisitions. As a result, we have increased our total addressable market by enhancing our offering of subscription products and our data and reporting capabilities, and expanding our network of relationships.

2. Summary of Significant Accounting Policies

      The consolidated financial statements of DealerTrack Holdings, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America.

Basis of Presentation

      The accompanying consolidated financial statements include the accounts of DealerTrack Holdings, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

Unaudited Interim Financial Statements

      The accompanying unaudited interim consolidated balance sheet as of March 31, 2005, the consolidated statements of operations for the three months ended March 31, 2004 and 2005, the consolidated statements of cash flows for the three months ended March 31, 2004 and 2005, and the consolidated statement of stockholders’ equity and comprehensive income for the three months ended March 31, 2005 are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. In our opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for fair statement of the periods presented. The unaudited results for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for any subsequent quarterly or annual financial period, including for the year ending December 31, 2005.

Unaudited Pro Forma Information

      Upon closing of the planned initial public offering, each of the outstanding shares of redeemable convertible participating preferred stock will convert into shares of common stock. The pro forma balance sheet and the pro forma basic and diluted net income per share reflect the conversion of all the outstanding shares of redeemable convertible participating preferred stock into common stock. The pro forma balance sheet does not give effect to the offering proceeds.

F-7

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Reclassifications

      Certain items from prior years have been reclassified to conform to the current year presentation.

Use of Estimates

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

      On an on-going basis, we evaluate our estimates, including those related to accounts receivable allowance, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment and capitalized software, deemed value of common stock for the purposes of determining stock-based compensation (see below), and income taxes, among others. We base our estimates on historical experience and on other various assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

      Our board of directors determines the fair market value of our common and preferred stock in the absence of a public market for these shares. For purposes of financial accounting for employee stock-based compensation and issuing preferred stock in acquisitions, management has applied hindsight within each year to arrive at deemed values for the shares underlying the options that are higher than the fair market values assigned by the board. These deemed fair values were determined based on a number of factors, including input from independent valuation firms, our historical and forecasted operating results and cash flows, and comparisons to publicly-held companies. The deemed values were used to determine the amount of stock-based compensation recognized related to stock options and preferred stock issuances in acquisitions.

Revenue Recognition

      Transaction Services Revenue. Transaction services revenue consists of revenue derived from the receipt of credit application data by financing sources, from financing contracts executed using our electronic contracting product and from providing automotive dealers the ability to access customer credit reports.

      We offer web-based service to financing sources for the electronic receipt of credit application data and contract data for automotive financing transactions in consideration for a transaction fee. This service is sold based upon contracts that include fixed and determinable prices and that do not include the right of return or other similar provisions or significant post service obligations. Credit application and electronic contracting processing revenue is recognized on a per transaction basis, after customer receipt and when collectibility is reasonably assured. Set-up fees charged to the financing sources for establishing connections, if any, are recognized ratably over the expected customer relationship period of three or four years, depending on the type of customer.

      Our credit report service provides our dealer customers the ability to access credit reports from several major credit reporting agencies or resellers online. We sell this service based upon contracts with the customer or report provider, as applicable, that include fixed and determinable prices and that does not include the right of return or other similar provisions or other significant post service obligations. We recognize credit report revenue on a per transaction basis, when services are rendered and when collectibility is reasonably assured. We offer these credit reports on both a reseller and an agency basis. We recognize revenue from all but one provider of credit reports on a net basis due to the fact that we are not considered the primary obligor, and recognize revenue gross with respect to one of the providers as we have the risk of loss and are considered the primary obligor in the transaction.

F-8

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Subscription Services Revenue. We derive revenue from subscriptions paid by customers who can access our on-demand and other products and services. These services are typically sold based upon annual contracts that include fixed and determinable prices and that do not include the right of return or other similar provisions or significant post service obligations. We recognize revenue from such contracts ratably over the contract period. We recognize set-up fees, if any, ratably over the expected customer relationship of three or four years, depending on the type of customer. For contracts that contain two or more products or services, we recognize revenue in accordance with the above policy using relative fair value.

      Our revenue is presented net of a provision for sales credits, which is estimated based on historical results, and established in the period in which services are provided.

Cash and Cash Equivalents

      Cash and cash equivalents represent cash and highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.

Translation of Non-U.S. Currencies

      We have maintained business operations in Canada since January 1, 2004. The translation of assets and liabilities denominated in foreign currency into U.S. dollars are made at the prevailing rate of exchange at the balance sheet date. Revenue, costs and expenses are translated at the average exchange rates during the period. Translation adjustments are reflected in accumulated other comprehensive income on our consolidated balance sheets, while gains and losses resulting from foreign currency transactions are included in our consolidated statements of operations. Amounts resulting from foreign currency transactions were not material for the year ended December 31, 2004 and the three months ended March 31, 2004 and 2005 (unaudited).

Allowance for Doubtful Accounts

      We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The amount of the allowance account is based on historical experience and our analysis of the accounts receivable balance outstanding. While credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, additional allowances may be required which would result in an additional expense in the period that this determination was made.

Property, Equipment and Depreciation

      Fixed assets are stated at cost less accumulated depreciation, which is provided for by charges to income over the estimated useful lives of the assets using the straight-line method. Maintenance and repairs are charged to operating expenses as incurred. Upon sale or other disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited to income.

Software and Website Development Costs and Amortization

      We account for the costs of computer software developed or obtained for internal use in accordance with American Institute of Certified Public Accountants Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” We capitalize costs of materials, consultants and payroll and payroll-related costs incurred by employees involved in developing internal use computer software. Costs incurred during the preliminary project and post-implementation stages are charged to

F-9

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

expense. Software and website development costs are amortized on a straight-line basis over estimated useful lives ranging from two to three years. Capitalized software and website development costs were $19.5 million, $21.7 million and $24.8 million as of December 31, 2002, 2003 and 2004, respectively. Capitalized software and website development costs were $25.5 million as of March 31, 2005 (unaudited). Amortization expense totaled $8.7 million, $5.6 million and $2.7 million for the years ended December 31, 2002, 2003 and 2004, respectively. Amortization expense totaled $0.8 million and $0.5 million for the three months ended March 31, 2004 and 2005 (unaudited), respectively.

Goodwill, Other Intangibles and Long-lived Assets

      We record as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired. Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142), requires goodwill to be tested for impairment annually as well as when an event or change in circumstance indicates an impairment may have occurred. Goodwill is tested for impairment using a two-step approach. The first step tests for impairment by comparing the fair value of our one reporting unit to their carrying amount to determine if there is a potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value.

      For purposes of performing the impairment test for goodwill as required by SFAS No. 142, we operate under one operating segment and one reporting unit. We estimate the fair value of this reporting unit using a discounted cash flow analysis and/or applying various market multiples. From time to time an independent third-party valuation expert may be utilized to assist in the determination of fair value. Determining the fair value of a reporting unit is judgmental and often involves the use of significant estimates and assumptions. Our estimate of the fair value of the reporting unit was in excess of its carrying value during 2002, 2003 and 2004. We perform the annual goodwill impairment test on October 1^st of every year.

      Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows as well as the estimated fair value of long-lived assets involves significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, We may engage a third party to assist with the valuation. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, we could be required to recognize impairment charges in the future.

      We evaluate the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining estimated amortization period.

Income Taxes

      Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Advertising Expenses

      We expense the cost of advertising and promoting our services as incurred. Such costs are included in selling, general and administrative expenses in the consolidated statements of operations and totaled $25,366, $0.2 million and $0.4 million for the years ended December 31, 2002, 2003 and 2004, respectively. Advertising expense totaled $0.1 million and $0.1 million for the three months ended March 31, 2004 and 2005 (unaudited), respectively.

Concentration of Credit Risk

      Our financial instruments, which potentially subject us to concentration of credit risk, consist primarily of accounts receivable. We maintain an allowance for uncollectible accounts receivable based on expected collectibility and perform ongoing credit evaluations of our customers’ financial condition. For the year ended December 31, 2002, net revenue from three related party customers, A, B and C, accounted for 29%, 13% and 13%, respectively, of our total net revenue. For the year ended December 31, 2003, net revenue from one related party customer, A, accounted for 10% of our total net revenue. For the year ended December 31, 2004 and the three months ended March 31, 2004 and 2005 (unaudited), respectively, no customer accounted for more that 10% of our total net revenue.

      Our revenue is generated from customers associated with the automotive industry.

Net (Loss) Income per Share

      We compute net (loss) income per share in accordance with SFAS No. 128, “Earnings per Share” and EITF 03-06, “Participating Securities and the Two-Class Method under FASB Statement No. 128.” Under the provisions of SFAS No. 128, basic earnings per share are computed by dividing the net (loss) income applicable to common stockholders by the weighted average number of shares of our common stock outstanding for the period. Diluted earnings per share are calculated based on the weighted average number of shares of common stock plus the diluted effect of potential common shares.

      Our preferred stockholders are entitled to participate in dividends and earnings when, and if, dividends are declared on our common stock. As such, we calculated net (loss) income per share using the two-class method. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders and preferred stockholders based on their respective rights to receive dividends. Losses are not allocated to our preferred stockholders for purposes of computing net (loss) income per share under the two-class method because our preferred stockholders do not have contractual obligations to share in the losses of the Company.

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DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table sets forth the computation of basic and diluted net (loss) income:

											Three Months Ended
		Year Ended December 31,									March 31,
		2002			2003			2004			2004			2005
											(Unaudited)
		(In thousands, except share and per share amounts)
Numerator:
	Net (loss) income	$	(16,775	)	$	(3,289	)	$	11,253		$	1,465		$	2,069
	Preferred dividends(a)		(6,770	)		—			—			—			—
	Amount allocated to participating preferred stockholders under two-class method		—			—			(11,235	)		(1,464	)		(2,027	)
	Net (loss) income applicable to common stockholders	$	(23,545	)	$	(3,289	)	$	18		$	1		$	42
Denominator:
	Weighted average common stock outstanding (basic)		1,009			3,288			40,219			13,689			513,771
	Common equivalent shares from options to purchase common stock		—			—			985,029			—			625,687
	Common equivalent shares from conversion of preferred stock		—			—			24,765,127			24,765,127			24,765,127
	Weighted average common stock outstanding (diluted)		1,009			3,288			25,790,375			24,778,816			25,904,585
	Basic net (loss) income per share applicable to common stockholders	$	(23,334.99	)	$	(1,000.30	)	$	0.45		$	0.07		$	0.08
	Diluted net (loss) income per share applicable to common stockholders	$	(23,334.99	)	$	(1,000.30	)	$	0.00		$	0.00		$	0.00

     (a) Our preferred stockholders had the right to accumulate dividends up to and until December 31, 2002. The preferred dividends represent the dividend which accrued to the preferred stockholders in 2002. As of March 31, 2005, we have not declared or paid any dividends. Dividends which are not paid in cash will be payable upon a Liquidity Event (as defined in the certificate of incorporation, as amended) and/or when actually converted into common stock (See Note 9). As these events were not probable as of March 31, 2005, we were not required to record the dividends in our balance sheet. However, the dividends must be deducted in the net (loss) income per share calculations in the period in which they were earned by the preferred stockholders.

     Due to the net loss applicable for common stockholders for the years ended December 31, 2002 and 2003, the effect of the potential exercise of stock options and conversion of preferred stock was not considered in the diluted earnings per share calculation since it would have been antidilutive. The following is a summary of the securities outstanding during the respective periods that have been excluded from the diluted net (loss) income per share calculation because the effect would have been antidilutive:

							Three Months Ended
	Year Ended December 31,						March 31,
	2002		2003		2004		2004		2005
							(Unaudited)
Stock options		1,498,961		1,581,893		5,624		1,813,200		88,200
Preferred stock		24,765,127		24,765,127		—		—		—
Total		26,264,088		26,347,020		5,624		1,813,200		88,200

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DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Unaudited Pro Forma Net Income per Share

      Unaudited pro forma basic and diluted net income per share have been computed to give effect, even if antidilutive, to the issuance of all shares issuable upon automatic conversion of the redeemable convertible participating preferred stock into common stock upon the completion of our initial public offering on an as-if-converted basis for the year ended December 31, 2004 and the three months ended March 31, 2005.

      The following table sets forth the computation of pro forma basic and diluted net income attributable to common stockholders per share:

		Year Ended		Three Months Ended
		December 31, 2004		March 31, 2005
		(Unaudited)
		(In thousands, except per share amounts)
Numerator:
	Net income	$	11,253	$	2,069
Denominator:
	Weighted average common stock outstanding		40,219		513,771
	Add: conversion of redeemable convertible participating preferred stock		26,397,721		26,397,721
	Total weighted average shares outstanding used in basic pro forma net income per share		26,437,940		26,911,492
	Dilutive effect of stock options		985,029		625,687
	Total weighted average shares outstanding used in diluted pro forma net income per share		27,422,969		27,537,179
	Pro forma basic net income per share	$	0.43	$	0.08
	Pro forma diluted net income per share	$	0.41	$	0.08

Stock Based Compensation

      We have elected under the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), to account for our employee stock options in accordance with Accounting Principle Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), using the intrinsic value approach to measure compensation expense, if any. Companies that account for stock-based compensation arrangements for its employees under APB No. 25 are required by SFAS No. 123 to disclose the pro forma effect on net (loss) income as if the fair value based method prescribed by SFAS No. 123 had been applied. We plan to continue to account for stock-based compensation using the provisions of APB No. 25 and have adopted the disclosure requirements of SFAS No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.”

      The deemed fair value of the common stock for accounting purposes was based on contemporaneous valuations performed by an independent third party and management, and approved by the board of directors. The valuations considered a number of factors including:

•  business risks we faced and key company milestones;

•  comparable company and industry analysis; and

•  anticipated initial public offering price per share and the timing of the initial public offering.

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DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Option valuation models require the input of highly subjective assumptions including the expected life of the option and the expected stock price volatility. Changes in the assumption could have a material impact on the computation of stock-based compensation.

      The fair market value of each option grant for all years presented has been estimated on the date of grant using the Black-Scholes Option Pricing Model with the following assumptions:

										Three Months
	Year Ended									Ended
	December 31,									March 31,
	2002			2003			2004			2004			2005
										(Unaudited)
Expected Life (in years)		5			5			5			5			5
Risk-free interest rate		4.96	%		3.17	%		3.62	%		3.29	%		3.92	%
Expected volatility		0	%		0	%		0	%		0	%		0	%
Expected dividend yield		0	%		0	%		0	%		0	%		0	%

      The volatility of our common stock underlying the employee options was not considered because our equity was not publicly traded in any period presented.

      Using the Black-Scholes Option Pricing Model, the estimated weighted average fair value of an option to purchase one share of common stock granted during 2002, 2003 and 2004 was $0.66, $0.41 and $3.42, respectively. The estimated weighted average fair value of an option to purchase one share of common stock granted during the three months ended March 31, 2004 and 2005 (unaudited) was $0.42 and $1.60, respectively.

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DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table illustrates the effect on net (loss) income and net (loss) income per share as if we had applied the fair value recognition provisions of SFAS No. 123 to stock-based awards for the periods indicated:

											Three Months
		Year Ended December 31,									Ended March 31,
		2002			2003			2004			2004			2005
											(Unaudited)
		(In thousands, except per share amounts)
Net (loss) income		$	(16,775	)	$	(3,289	)	$	11,253		$	1,465		$	2,069
Add: Stock-based compensation expense included in reported net (loss) income, net of taxes			—			—			931			—			152
Deduct: Preferred dividends(a)			(6,770	)		—			—			—			—
Deduct: Stock-based compensation expense under the fair value method, net of taxes			(327	)		(341	)		(1,295	)		(65	)		(239	)
Deduct: Amounts allocated to participating preferred stockholders under two-class method(a)			—			—			(10,871	)		(1,399	)		(1,942	)
Pro forma net (loss) income applicable to common stockholders		$	(23,872	)	$	(3,630	)	$	18		$	1		$	40
Basic net (loss) income per share applicable to common stockholders
	As reported	$	(23,334.99	)	$	(1,000.30	)	$	0.45		$	0.07		$	0.08
	Pro forma	$	(23,659.07	)	$	(1,104.01	)	$	0.44		$	0.06		$	0.08
Diluted net (loss) income per share applicable to common stockholders
	As reported	$	(23,334.99	)	$	(1,000.30	)	$	0.00		$	0.00		$	0.00
	Pro forma	$	(23,659.07	)	$	(1,104.01	)	$	0.00		$	0.00		$	0.00

     (a) Refer to Net (Loss) Income per Share sub-section in Note 2 for additional information.

     The effects of applying SFAS No. 123 in the pro forma net (loss) income disclosure are not likely to be representative of the effects on pro forma disclosure in the future.

New Accounting Standard

      In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, “Share-Based Payment” (SFAS No. 123R). This standard amends SFAS No. 123 and concludes that services received from employees in exchange for stock-based compensation result in a cost to the employer that must be recognized in the consolidated financial statements. The cost of such awards should be measured at fair value at the date of grant. SFAS No. 123R provides public companies with a choice of transition methods to implement the standard. We anticipate applying the modified prospective method whereby we would recognize compensation cost for the unamortized portion of unvested awards outstanding at the effective date of SFAS No. 123R (January 1, 2006 for us). Such cost will be recognized in our consolidated financial statements over the remaining vesting period. The adoption of this standard is currently expected to reduce our 2006 earnings by approximately $0.2 million (unaudited), based upon outstanding options as of March 31, 2005.

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DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3. Business Combinations

GO BIG! Software, Inc.

      On January 1, 2005, we acquired substantially all the assets and certain liabilities of GO BIG! Software, Inc. (“Go Big”). This acquisition expanded our products and services offering to provide an electronic menu-selling tool to automotive dealers.

      The aggregate purchase price was approximately $1.2 million in cash (including direct acquisition costs of approximately $50,000). Under the terms of the purchase agreement, we have future contingent payment obligations of $2.3 million if certain incremental licenses of the underlying software are sold between January 1, 2005 and December 31, 2006. The additional purchase consideration, if any, will be recorded as additional goodwill on our consolidated balance sheet when the contingency is resolved.

      This acquisition was recorded under the purchase method of accounting, resulting in the total purchase price being allocated to the assets acquired and liabilities assumed according to their estimated fair market values at the date of acquisition as follows (in thousands):

Current assets	$	43
Intangible assets		1,183
Total assets acquired		1,226
Total liabilities assumed		(55	)
Net assets acquired	$	1,171

      Currently, we are completing a fair value assessment of the identifiable intangible assets and at the conclusion of the assessment the excess purchase price will be further allocated.

      The results of Go Big were included in our Consolidated Statement of Operations from the date of the acquisition.

Lease Marketing, Ltd.

      On August 1, 2004, we acquired substantially all the assets and certain liabilities of Lease Marketing, Ltd. and its subsidiaries (collectively “LML”). This acquisition provided us with a significant enhancement to the capability of our network by allowing us to begin to offer dealers a more comprehensive solution to compare various financing and leasing options and programs.

      The aggregate purchase price was $13.1 million in cash (including direct acquisition costs of approximately $0.3 million). $8.0 million of the purchase price (excluding direct acquisition costs) was payable at closing and the remaining payment of $4.8 million is payable as follows: $1.0 million, $1.0 million, $1.5 million and $1.3 million are payable on the first, second, third and fourth anniversaries of the effective date, respectively. Under the terms of the purchase agreement, we have future contingent payment obligations if certain increases in subscribers to these desking products are met through July 2008. The additional purchase consideration, if any, will be recorded as additional goodwill on our consolidated balance sheet when the contingency is resolved.

      As part of the LML purchase agreement, we retained $8.0 million of the purchase price to be distributed on behalf of the owners of LML. As of December 31, 2004 and March 31, 2005 amounts remaining are $0.6 million and $0.4 million (unaudited), respectively and are restricted to our use.

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DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      This acquisition was recorded under the purchase method of accounting, resulting in the total purchase price being allocated to the assets acquired and liabilities assumed according to their estimated fair market values at the date of acquisition as follows (in thousands):

Current assets	$	177
Property and equipment		183
Intangible assets		10,140
Goodwill		8,089
Total assets acquired		18,589
Total liabilities assumed		(5,464	)
Net assets acquired	$	13,125

      We allocated the amounts to intangible assets and goodwill based on independent fair value appraisals as follows: approximately $7.2 million of the purchase price has been allocated to customer contracts, $1.7 million to purchased technology and $1.2 million to a non-compete agreement. These intangibles are being amortized on a straight-line basis over two to five years based on each intangible’s estimated useful life. We also recorded approximately $8.1 million in goodwill, which represents the remainder of the excess of the purchase price over the fair value of the net assets acquired.

      The results of LML were included in our Consolidated Statement of Operations from the date of the acquisition.

dealerAccess Inc.

      On January 1, 2004, we acquired 100% of the outstanding common stock of dealerAccess Inc. (“dealerAccess”), a company whose wholly-owned subsidiary, dealerAccess Canada Inc., an Ontario, Canada corporation, offers credit application processing and credit bureau products and services similar to ours. This acquisition expanded our dealer and financing source customer base to Canada.

      The aggregate purchase price was $3.1 million in cash (including direct acquisition costs of approximately $0.2 million).

      This acquisition was recorded under the purchase method of accounting, resulting in the total purchase price being allocated to the assets acquired and liabilities assumed according to their estimated fair market values at the date of acquisition as follows (in thousands):

Current assets	$	698
Property and equipment		522
Intangible assets		1,977
Goodwill		746
Total assets acquired		3,943
Total liabilities assumed		(837	)
Net assets acquired	$	3,106

      We allocated the amounts to intangible assets and goodwill based on fair value appraisals as follows: approximately $1.9 million of the purchase price has been allocated to customer contracts and $0.1 million to a non-compete agreement. The amounts allocated to customer contracts and the non-compete agreement are being amortized on a straight-line basis over two years. We also recorded approximately $0.7 million in

F-17

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

goodwill, which represents the remainder of the excess of the purchase price over the fair value of the net assets acquired.

      The results of dealerAccess were included in our Consolidated Statement of Operations from the date of the acquisition.

Credit Online, Inc.

      On March 19, 2003, we acquired 100% of the outstanding common stock of Credit Online, Inc., which offered credit application processing and credit bureau products and services similar to ours. This acquisition expanded our dealer and financing source customer base in the United States and allowed us to secure agreements with other service providers, including agreements for dealer management system integration and credit bureau delivery to automotive dealers.

      The aggregate purchase price was $19.7 million (including direct acquisition costs of approximately $0.7 million). The consideration paid consisted of 4,449,856 shares of our Series A-2 Preferred Stock valued at $14.2 million, and 1,483,285 shares of our Series C-3 Preferred Stock valued at $4.8 million.

      This acquisition was recorded under the purchase method of accounting, resulting in the total purchase price being allocated to the assets acquired and liabilities assumed according to their estimated fair market values at the date of acquisition as follows (in thousands):

Current assets	$	1,332
Property and equipment		613
Intangible assets		13,000
Goodwill		5,128
Total assets acquired		20,073
Total liabilities assumed		(324	)
Net assets acquired	$	19,749

      We allocated the amounts to intangible assets and goodwill based on independent fair value appraisals as follows: approximately $9.4 million of the purchase price has been allocated to customer contracts, $1.7 million to purchased technology and patents, $1.0 million to a non-compete agreement, and $0.9 million to partner agreements. These intangibles are being amortized on a straight-line basis over two to five years based on each intangible’s estimated useful life. We also recorded approximately $5.1 million in goodwill, which represents the remainder of the excess of the purchase price over the fair value of the net assets acquired.

      In December 2004, we determined that a portion of previously unrecognized deferred tax assets acquired in this acquisition could be recognized and accordingly, recorded a $1.2 million adjustment against goodwill during the three months ended December 31, 2004 (see Note 12).

      The results of Credit Online were included in our Consolidated Statement of Operations from the date of the acquisition.

Unaudited Pro Forma Summary of Operations

      The accompanying unaudited pro forma summary presents consolidated results of operations for DealerTrack as if the acquisitions of LML and dealerAccess had been completed on January 1, 2003. The pro

F-18

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

forma information does not necessarily reflect the actual results that would have been achieved, nor is it necessarily indicative of our future consolidated results.

	Year Ended December 31,
	2003			2004
	(unaudited)
	(In thousands, except per
	share data)
Net revenue	$	50,370		$	74,097
Net (loss) income applicable to common stockholders	$	(32,153	)	$	970
Basic net (loss) income per share applicable to common stockholders	$	(9,778.79	)	$	0.39

4. Related Party Transactions

Service Agreement with Related Parties — Financing Sources

      We have entered into agreements with each of the automotive financing source affiliates of our stockholders. Each has agreed to subscribe to and use our network to receive credit application data and transmit credit decisions electronically. Under these agreements, the automotive financing source affiliates of our stockholders have “most favored nation” status, granting each of them the right to no less favorable pricing terms for our products and services than those granted by us to other financing sources, subject to limited exceptions. The agreements of the automotive financing source affiliates of our stockholders also restrict our ability to terminate such agreements.

      The total amount of revenue and accounts receivable from these related parties as of and for the years ended December 31, 2002, 2003 and 2004 were $8.2 million, $13.2 million and $18.1 million, and $0.9 million, $1.5 million and $2.2 million, respectively. The total amount of net revenue and accounts receivable from these related parties as of and for the three months ended March 31, 2004 and 2005 (unaudited) were $4.3 million and $5.9 million, and $2.7 million and $3.9 million, respectively. Refer to note 1, Concentration of Credit Risk, for information regarding the significance of the related party revenue.

      In connection with an eContracting subsidy program, subject to compliance with certain conditions, we will pay development costs up to $150,000, marketing costs for agreed upon projects in connection with promoting participation in eContracting up to a maximum amount of $50,000 and a one-time utilization incentive payment of $50,000 to certain automotive financing source affiliates of our stockholders. When utilized, amounts paid for development costs and utilization incentives will be recorded against revenue. Amounts paid for marketing costs will be recorded to selling, general and administrative expenses. During 2004, we paid $0.5 million for development costs and utilization incentives and $0.1 million for marketing costs to related parties.

      We have entered into agreements with certain automotive finance affiliates of our stockholders whereby we share a portion of our eContracting subscription revenue with each such party. The total amounts of expense and accrued expenses to these related parties as of and for the year ended December 31, 2002, 2003 and 2004 were $6,656, $53,952 and $0.1 million, and $2,206, $5,082 and $97,803, respectively. The total amounts of expense and accrued expenses to these related parties as of and for the three months ended March 31, 2004 and 2005 (unaudited) were $28,346 and $36,551, and $23,374 and $52,965, respectively.

Service Agreements with Related Parties

      During 2003, we entered into an agreement with a stockholder who is a service provider for automotive dealers. Automotive dealer customers may subscribe to a product that, among other things, permits the electronic transfer of customer credit application data between our network and the related party’s dealer systems. We share a portion of the revenue earned from automobile dealer subscriptions for this product, with this related party, subject to certain minimums. The total amount of expense and accrued expenses to this

F-19

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

related party as of and for the years ended December 31, 2003 and 2004 were $1.5 million and $1.9 million, and $1.0 million and $0.4 million, respectively. The total amounts of expense and accrued expenses to this related party as of and for the three months ended March 31, 2004 and 2005 (unaudited) were $0.5 million and $0.5 million, and $1.1 million and $0.2 million, respectively.

      During 2003, we entered into several agreements with stockholders or their affiliates that are service providers for automotive dealers. Automotive dealers may utilize our network to access customer credit reports provided by these related parties. We earn revenue, subject to certain maximums, from these related parties for each credit report that is accessed using our web-based service. The total amounts of net revenue and accounts receivable from these related parties as of and for the years ended December 31, 2003 and 2004 were $0.5 million and $0.9 million, and $0.1 million and $0.2 million, respectively. The total amounts of net revenue and accounts receivable from these related parties as of and for the three months ended March 31, 2004 and 2005 (unaudited) were $0.1 million and $0.3 million, and $0.2 million and $0.3 million, respectively.

Operating Agreements with Related Parties

      We entered into several operating agreements with affiliates of stockholders under which we rented space within a data center, received customer support and other administrative services and contracted for consulting services through those related parties. The total amounts paid under these agreements were $0.2 million, $2.4 million and $1.0 million for the years ended December 31, 2002, 2003 and 2004, respectively. The total amounts paid under these agreements were $0.6 million and $0.1 million for the three months ended March 31, 2004 and 2005 (unaudited), respectively.

      Additionally, we maintain commercial banking and insurance brokerage relationships with an affiliate of a stockholder.

License Agreements with Related Parties

      We hold certain perpetual licenses to utilize software and use certain data provided by a stockholder. These licenses are an integral part of our business. The total amounts of expense and accrued expenses to this related party as of and for the years ended December 31, 2002, 2003 and 2004 were $16,603, $0.1 million and $0.4 million, and $9,776, $34,463 and $49,953, respectively, The total amounts of expense and accrued expenses to this related party as of and for the three months ended March 31, 2004 and 2005 (unaudited) were $39,338 and $0.2 million, and $39,612 and $0.1 million, respectively.

5. Property and Equipment

      Property and equipment are recorded at cost and consist of the following (in thousands):

	Estimated		December 31,
	Useful Life								March 31,
	(Years)		2003			2004			2005
									(Unaudited)
Computer equipment		3	$	6,046		$	7,633		$	7,883
Office equipment		5		540			739			739
Furniture and fixtures		5		355			442			439
Leasehold improvements		5-7		73			123			123
				7,014			8,937			9,184
Less: Accumulated depreciation and amortization				(4,428	)		(6,088	)		(6,527	)
			$	2,586		$	2,849		$	2,657

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DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Depreciation and amortization expense related to property and equipment was approximately $1.4 million, $1.8 million and $1.7 million for the years ended December 31, 2002, 2003 and 2004, respectively. Depreciation and amortization expense related to property and equipment was approximately $0.4 million and $0.4 million for the three months ended March 31, 2004 and 2005 (unaudited), respectively.

6. Intangible Assets

      Intangible assets principally are comprised of customer contracts, licenses, patents, non-competition agreements and other. At December 31, the gross book value, accumulated amortization and amortization periods of the intangible assets were as follows (in thousands):

	December 31, 2003					December 31, 2004
											Amortization
	Gross Book		Accumulated			Gross Book		Accumulated			Period
	Value		Amortization			Value		Amortization			(Years)
Customer contracts	$	9,400	$	(2,555	)	$	18,472	$	(7,845	)		2-3
Patents/technology		1,700		(266	)		3,420		(964	)		2-5
Non-compete agreement		1,000		(157	)		2,325		(513	)		5
Licenses		2,016		(2,016	)		—		—			2
Other		900		(141	)		900		(321	)		5
Total	$	15,016	$	(5,135	)	$	25,117	$	(9,643	)

      At March 31, 2005 (unaudited), the gross book value, accumulated amortization and amortization periods of the intangible assets were as follows (in thousands):

	March 31, 2005
						Amortization
	Gross Book		Accumulated			Period
	Value		Amortization			(Years)
	(Unaudited)
Customer contracts	$	19,655	$	(9,496	)		2-3
Patents/technology		3,420		(1,264	)		2-5
Non-compete agreement		2,325		(637	)		5
Other		900		(366	)		5
Total	$	26,300	$	(11,763	)

      The amortization expense charged to income was $1.1 million in 2002, $3.7 million in 2003 and $6.5 million in 2004. The amortization charged to income was $1.2 million and $2.1 million for the three months ended March 31, 2004 and 2005 (unaudited), respectively.

      Amortization expense that will be charged to income for the subsequent five years is estimated, based on the December 31, 2004 book value, to be $8.1 million in 2005, $4.5 million in 2006, $2.4 million in 2007, $0.4 million in 2008 and $0.1 million in 2009.

7. Goodwill

      The change in carrying amount of goodwill in 2003 is as follows (in thousands):

Balance at January 1, 2003	$	—
Acquisition of Credit Online (see Note 3)		5,128
Balance at December 31, 2003	$	5,128

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DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The changes in the carrying amount of goodwill in 2004 and for the three months ended March 31, 2005 (unaudited) are as follows (in thousands):

Balance at January 1, 2004	$	5,128
Acquisition of dealerAccess (see Note 3)		746
Acquisition of LML (see Note 3)		8,089
Recognition of acquired tax benefits related to Credit Online (see Note 12)		(1,182	)
Balance at December 31, 2004 and as of March 31, 2005 (unaudited)	$	12,781

8. Other Accrued Liabilities

      Following is a summary of the components of other accrued liabilities (in thousands):

	December 31,		December 31,		March 31,
	2003		2004		2005
					(Unaudited)
Professional fees	$	406	$	603	$	979
Insurance		43		75		224
Equipment		—		825		—
Relocation and recruitment		48		212		—
Taxes		60		77		425
Customer deposits		—		2,989		2,978
Revenue share		225		209		320
Accrued servicing costs		—		1,364		1,146
Deferred acquisition costs		—		—		410
Other		228		572		542
Total other accrued liabilities	$	1,010	$	6,926	$	7,024

9. Redeemable Convertible Participating Preferred Stock

      As of December 31, 2004 and March 31, 2005 (unaudited), our certificate of incorporation, as amended, authorized 21,185,000 shares of $.01 par value preferred stock and designated 2,000,000 shares as Series A Preferred Stock, 3,625,000 as Series B Preferred Stock, 625,000 shares as Series A-1 Preferred Stock, 625,000 shares as Series B-1 Preferred Stock, 6,000,000 shares as Series C Preferred Stock, 2,125,000 shares as Series C-1 Preferred Stock, 250,000 shares as Series C-2 Preferred Stock, 4,450,000 shares as Series A-2 Preferred Stock and 1,485,000 shares as Series C-3 Preferred Stock. These classes of preferred stock are convertible under certain circumstances.

Reverse Stock Split

      On March 19, 2003, each eight shares of common stock issued and outstanding was combined, reclassified and changed into one share of common stock. Similarly, each eight shares of issued and outstanding Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock were combined, reclassified and changed into one share of preferred stock of their respective series. In lieu of any fractional interests in shares of preferred stock or common stock, stockholders of those fractional shares are entitled to receive cash payment representing the fair value of that fractional share. All amounts due for fractional shares have been paid out. Amounts paid

F-22

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

were insignificant. All share information has been restated in the consolidated financial statements to reflect this stock split.

Series A Preferred Stock and Series B Preferred Stock

      On February 1, 2001, we issued an aggregate of 2,000,000 and 3,618,750 shares of Series A Preferred Stock and Series B Preferred Stock, respectively. Of these amounts 2,000,000 shares of Series A Preferred Stock and 1,250,000 shares of Series B Preferred Stock were issued to the founder in exchange for contributed assets valued at $9.9 million consisting primarily of capitalized software and fixed assets transferred from a related party. As the transfer was determined to be between entities under common control on the date of transfer, the assets were recorded by us at the related party’s net carrying value. The remaining 2,368,750 shares of Series B Preferred Stock were issued to third parties for $19.0 million in cash and incurred issuance costs related to the offering of $32,283.

Series A-1 Preferred Stock and Series B-1 Preferred Stock

      On August 10, 2001, in connection with the acquisition of webalg, inc., we issued 624,630 and 624,630 shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock, respectively, in exchange for all of the outstanding shares of webalg.

Series C Preferred Stock

      On December 28, 2001, we issued 5,942,254 shares of Series C Preferred Stock in exchange for $13.5 million and the conversion of convertible promissory notes of $9.3 million, inclusive of $0.3 million in interest, issued or assumed during 2001 by us.

Series C-1 Preferred Stock

      On April 22, 2002, we issued 2,119,851 shares of Series C-1 Preferred Stock to new investors in exchange for $7.5 million in cash and incurred issuance costs related to the offering of $0.8 million.

Series C-2 Preferred Stock

      On December 4, 2002, we issued 139,924 shares of Series C-2 Preferred Stock to certain members of our management and certain directors in exchange for $495,000 in cash and incurred issuance costs related to the offering of $10,334.

Series A-2 Preferred Stock and Series C-3 Preferred Stock

      On March 19, 2003, in connection with the acquisition of Credit Online (see Note 3), we issued 4,449,856 and 1,483,285 shares of Series A-2 Preferred Stock and Series C-3 Preferred Stock, respectively, in exchange for all of the outstanding capital stock of Credit Online.

      Each series of preferred stock had the following features:

Dividends

      As of December 31, 2004 and March 31, 2005 (unaudited), each share of preferred stock (other than the Series A-2 Preferred Stock and the Series C-3 Preferred Stock issued in conjunction with the Credit Online acquisition) (see Note 2) had the right to dividends up to and until December 31, 2002, at a rate of 8% per annum of the Adjusted Cost (as defined in the certificate of incorporation, as amended), such dividends to be paid when, as and if declared by our board of directors. Dividends which are not paid in cash will accrue and compound and will be payable upon a Liquidity Event and/or when actually converted into common stock.

F-23

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The preferred stock will participate in any and all payments on the common stock on an as-converted basis. Notwithstanding the foregoing, no dividends shall be declared and paid in cash on any shares of common stock unless and until (a) all accrued and unpaid dividends declared but unpaid on the preferred stock have been paid, and (b) a like dividend has been declared and paid on the preferred stock. No dividends shall be declared and paid in cash on any shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock or Series B-1 Preferred Stock unless and until all accrued and unpaid dividends declared but unpaid on the Series C Preferred Stock, the Series C-1 Preferred Stock and the Series C-2 Preferred Stock have been paid. As amended with the issuance of the Series C-1 Preferred Stock on April 22, 2002, no dividends may be declared or paid to any class of capital stock until the occurrence of a Qualified Public Offering (as defined in the certificate of incorporation, as amended) or Liquidity Event in which the holders of Series C Preferred Stock and Series C-1 Preferred Stock receive cash or freely tradable securities equal to four times their original investment. Cumulative dividends on the Series A Preferred Stock, the Series B Preferred Stock, the Series A-1 Preferred Stock, the Series B-1 Preferred Stock, the Series C Preferred Stock, the Series C-1 Preferred Stock and the Series C-2 Preferred Stock are $2.5 million, $4.6 million, $0.6 million, $0.6 million, $1.8 million, $0.4 million and $2,930, respectively, at December 31, 2002, 2003, 2004 and March 31, 2005 (unaudited).

Liquidation Preference

      Upon the occurrence of a Liquidity Event, the holders of Series C Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock will be entitled to receive, in preference to holders of common stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock, an amount equal for each share to the price per share, plus in the case of each share, any and all dividends accrued but unpaid thereon. The Series B Preferred Stock and the Series B-1 Preferred Stock will be junior to Series C Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and the Series C-3 Preferred Stock and will have priority over the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the common stock. The Series A Preferred Stock, Series A-1 Preferred Stock and the Series A-2 Preferred Stock will be junior to the Series C Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and the Series C-3 Preferred Stock, the Series B Preferred Stock and the Series B-1 Preferred Stock and senior to the common stock.

Alternative Liquidation Preference

      Prior to the conversion of all series of Preferred Stock as described below, the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series A-2 Preferred Stock, the Series B Preferred Stock and the Series B-1 Preferred Stock (collectively, “the Alternative Liquidation Stock”) shall be entitled to an Alternative Liquidation Preference including dividends of $5.1 million, $2.4 million, $4.8 million, $10.1 million and $2.4 million, respectively at December 31, 2003 and 2004 and March 31, 2005 (unaudited). The Alternative Liquidation Stock will subsequently participate with the Series C Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock and with common stock with respect to any of our remaining assets.

Voting

      Each share shall entitle the holder thereof to one vote per share after taking into account any anti-dilution adjustments. The consent of holders owning, in the aggregate, more than seventy-five percent (75%) of the common stock owned by all holders of preferred stock outstanding at such time, determined on an as-converted basis, voting separately as a class, will be required for certain events as such events are provided in our existing certificate of incorporation.

F-24

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Anti-Dilution Adjustments

      The Conversion Price (as defined in the certificate of incorporation, as amended) will be subject to adjustment (i) on a weighted average basis to prevent dilution as a result of the issuance of additional equity at a purchase price less than the then-applicable Conversion Price, and (ii) on a pro rata basis in the event of a stock dividend, stock split, or similar event. Conversion Price adjustments are subject to customary exceptions as provided in the existing certificate of incorporation.

Conversion

      Each share of preferred stock is convertible at any time and from time to time, at the option of each holder, into the number of shares of common stock equal to the quotient obtained by dividing (a) the Series A Preference Amount, the Series B Preference Amount, the Series A-1 Preference Amount, the Series B-1 Preference Amount, the Series C Preference Amount, the Series C-1 Preference Amount, the Series C-2 Preference Amount, the Series A-2 Preference Amount or the Series C-3 Preference Amount (as each is defined in the certificate of incorporation, as amended), as the case may be, by (b) the conversion price, as adjusted for any anti-dilution adjustments described above. The preferred stock will automatically convert upon the closing of a firm commitment underwritten public offering with net proceeds of at least $20.0 million and a per-share price of at least $10.6128 (subject to adjustment for (i) stock splits, combinations, reclassifications and the like, and (ii) an adjustment to the price per share as defined).

      The Conversion Cost (as defined in the certificate of incorporation, as amended) (as adjusted for stock splits) as of December 31, 2004 and March 31, 2005 for the Series A Preferred Stock, the Series B Preferred Stock, the Series A-1 Preferred Stock and the Series B-1 Preferred Stock was $5.6800. The conversion cost for the Series C Preferred Stock, the Series C-1 Preferred Stock and the Series C-2 Preferred Stock was $3.5380 and the Series A-2 Preferred Stock and Series C-3 Preferred Stock was $10.2400.

Put Provision

      In the event we have not had a Liquidity Event or a Qualified Public Offering, and so long as the original purchasers of Series C-1 Preferred Stock own 85% of such stock that was originally purchased by such stockholders and that the Series C-1 Preferred Stock have a fair market value of at least $30 million on such date, at any time after April 15, 2007 and prior to April 15, 2008, our stockholders’ agreement, as amended, grants the holders of the Series C-1 Preferred Stock the right to request us to purchase the outstanding Series C-1 Preferred Stock at the then fair market value. The determination of fair market value of the Series C-1 Shares is to be performed by an independent valuation approved by the Series C-1 stockholders.

10. Common Stock

      As of December 31, 2004 and March 31, 2005 (unaudited), our certificate of incorporation, as amended, authorized 30,000,000 shares of common stock. Approximately 29,700,000 shares of common stock were reserved for issuance upon the conversion of the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock and Series C-3 Preferred Stock and upon the issuance of shares of common stock in connection with our 2001 Stock Option Plan.

11. 401(k) Plan

      During 2001, we established a 401(k) Plan, which covers substantially all full-time employees meeting certain age and length of service requirements in accordance with section 401(k) of the Internal Revenue Code. Under the provisions of the 401(k) Plan, we make matching contributions equal to a percentage of the qualifying portion of the employee’s voluntary contribution, as well as an additional matching contribution at

F-25

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

year end and a nonelective contribution. Contributions under such plans for the years ended December 31, 2002, 2003 and 2004 were $0.2 million, $0.2 million and $0.3 million, respectively.

12. Income Taxes

      The components of our income (loss) before income taxes are as follows (in thousands):

	Year Ended December 31,
	2002		2003			2004
United States	$	—	$	(3,217	)	$	7,856
Foreign		—		—			(195	)
	$	—	$	(3,217	)	$	7,661

      The provision (benefit) for income taxes consists of the following (in thousands):

		Year Ended December 31,
		2002		2003		2004
Current tax provision:
	Federal	$	—	$	—	$	301
	State and local		—		72		787
	Foreign		—		—		(1	)
Total current tax provision			—		72		1,087
Deferred tax benefit:
	Federal		—		—		(3,691	)
	State and local		—		—		(988	)
Total deferred tax benefit			—		—		(4,679	)
Provision (benefit) for income taxes, net		$	—	$	72	$	(3,592	)

      Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect in the year in which the differences are expected to reverse. A summary of the tax effects of the temporary differences is as follows (in thousands):

      The total provision for income taxes for the year ended December 31, 2004 does not reflect the utilization of a deferred tax asset of $0.4 million related to net operating loss carryforwards acquired from Credit Online Inc. This benefit was reflected as an adjustment to goodwill since it relates to the recognition of a deferred tax asset that was not recognized on the date of acquisition of Credit Online Inc. in March 2004. As of

F-26

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2004, all of the remaining deferred tax asset related to the acquired net operating losses is offset by a valuation allowance.

	December 31,
	2003			2004
Net operating loss carryforwards	$	15,345			10,626
Capitalized software and web site development		(999	)		(1,231	)
Depreciation and amortization		112			168
Deferred compensation		—			702
Acquired intangibles		(3,118	)		(2,174	)
Tax credits		—			381
Other		320			652
Net deferred tax assets		11,660			9,124
Deferred tax asset valuation allowance		(11,660	)		(3,263	)
	$	—		$	5,861

      For the year ended December 31, 2004, the deferred tax asset valuation was reversed by $8.4 million. Included in this reversal is a $4.7 million benefit to our provision for income taxes, a $1.2 million adjustment to goodwill relating to a net operating loss acquired but not recognized at the date of acquisition of Credit Online in March 2003, coupled by a change in deferred tax assets of $2.5 million.

      Included in the December 31, 2004 deferred tax asset of $7.7 million is an offsetting deferred tax liability of $1.8 million.

      As of December 31, 2004, we had net operating loss carryforwards of $24.7 million for federal and state income tax purposes. The utilization of $10.0 million of these loss carryforwards may be subject to limitation under Section 382 of the Internal Revenue Code. These losses are available to reduce future taxable income and expire in varying amounts beginning 2018.

      The valuation allowance of $16.1 million as of December 31, 2003 consisted primarily of net operating loss carryforwards. Based on a number of factors, including our profits for the year ended December 31, 2004, and the level of projected future earnings based on current operations, we believe that it is more likely than not that we will generate sufficient taxable income in the future to be able to utilize a portion of our deferred tax asset as of December 31, 2004. As such, we have reversed that portion of our valuation allowance in the amount of $5.9 million during the three months ended December 31, 2004. $4.7 million of the reversal was recognized as a benefit to our income tax provision and $1.2 million of the reversal relates to an acquired tax benefit, which was not recognized at the acquisition date of Credit Online, Inc., as a valuation allowance was established against the deferred tax asset at such time. As a result, the reversal of the valuation allowance during the three months ended December 31, 2004 is recorded against goodwill. A valuation allowance has been established against the remaining $3.3 million of acquired tax benefit as of December 31, 2004. If this benefit is subsequently recognized, the reversal will be recorded against goodwill.

      The difference in income tax expense between the amount computed using the statutory federal income tax rate and our effective tax rate is primarily due to state taxes, permanent differences and the change in the valuation allowance.

F-27

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The analysis of the effective tax rate for 2002, 2003 and 2004 is as follows:

	Year Ended December 31,
	2002			2003			2004
Pre-tax book income		34.0	%		34.0	%		34.0	%
State taxes					2.2	%		(2.5	%)
Valuation allowance and other		(34.0	)%		(38.4	)%		(78.4	%)
Total		0.0	%		(2.2	)%		(46.9	%)

13. Stock Option Plan

2001 Stock Option Plan

      On August 10, 2001, we adopted the 2001 Stock Option Plan, as amended. As of December 31, 2004, there were 3,300,000 shares of our common stock reserved for issuance to employees, directors and consultants.

      Options granted under the 2001 Stock Option Plan may be incentive stock options (ISOs) or non-qualified stock options (NSOs). ISOs may only be granted to employees. Our board of directors determines fair value and the period over which options become exercisable, however, except in the case of options granted to officers, directors and consultants, options shall become exercisable at a rate of not less than 20% per year over five years from the date the options are granted. The exercise price of ISOs and NSOs shall be no less than 100% and 85%, respectively, of the fair market value per share of our common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the exercise price of each option shall be at least 110% of fair market value of the common stock, as determined by our board of directors.

      Options granted generally vest over a period of four years from the vesting commencement date, expire ten years from the date of grant and terminate, to the extent unvested, on the date of termination, and to the extent vested, generally at the end of the three-month period following termination of employment.

Stock Reissuance Program

      On or prior to October 31, 2003, 34 of our employees elected to tender 372,575 options to purchase shares of common stock under the 2001 Stock Option Plan in exchange for new options to purchase shares of common stock under the 2001 Stock Option Plan.

      The new options were granted on May 3, 2004, which was at least six months and one day following the date of cancellation of the old options. The terms of the new options were to be substantially the same as the tendered options, with the exception of the exercise price and vesting period. The exercise price was at the fair market value of the common stock on the grant date as determined in good faith by our board of directors. The vesting period remained the same as the originally tendered option grant date.

F-28

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table summarizes the activity under our 2001 Stock Option Plan:

				Weighted-
	Number of			Average
	Shares			Exercise Price
Balance as of December 31, 2001		488,115		$	7.6345
Options Granted		1,050,056		$	3.0059
Options Exercised		(1,009	)	$	6.0000
Options Cancelled		(38,201	)	$	3.6356
Balance as of December 31, 2002		1,498,961		$	4.4951
Options Granted		700,747		$	2.8000
Options Exercised		(12,681	)	$	4.0517
Options Cancelled		(605,134	)	$	6.1547
Balance as of December 31, 2003		1,581,893		$	3.1129
Options Granted		1,829,650		$	2.8000
Options Exercised		(164,236	)	$	3.7778
Options Cancelled		(308,537	)	$	3.0544
Balance as of December 31, 2004		2,938,770		$	2.8871
Options Granted		89,100		$	9.0000
Options Exercised		(344,815	)	$	2.8212
Options Cancelled		(31,184	)	$	4.5097
Balance as of March 31, 2005 (unaudited)		2,651,871		$	3.0819

      The number of options exercisable as of December 31, 2002 and 2003 was 301,210 and 565,692, respectively.

      The following table summarizes information concerning currently outstanding and exercisable options by four ranges of exercise prices as of December 31, 2004:

	Options Outstanding						Options Exercisable
			Weighted-
			Average		Weighted-				Weighted-
	Number		Remaining		Average		Number		Average
Range of Exercise Price	Outstanding		Contractual Life		Exercise Price		Exercisable		Exercise Price
$2.80		2,404,167		8.5283	$	2.80		714,366	$	2.80
$3.12		509,072		6.0360	$	3.12		386,220	$	3.12
$6.00		19,907		1.4356	$	6.00		19,734	$	6.00
$8.00		5,624		3.1392	$	8.00		5,264	$	8.00
		2,938,770						1,125,584

14. Commitments and Contingencies

Operating Leases

      We lease our office space and various office equipment under cancelable and noncancelable operating leases which expire on various dates through December 31, 2015. Total rent expense under operating leases was $0.5 million, $0.7 million and $1.0 million for the years ending December 31, 2002, 2003 and 2004, respectively.

F-29

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Future minimum rental payments under the noncancelable operating leases are as follows (in thousands):

Years Ending December 31,
2005	$	1,059
2006		1,187
2007		987
2008		1,029
2009		1,073
Thereafter		6,766
	$	12,101

Capital Leases

      The following is an analysis of the leased property under capital leases by major property class (in thousands):

	As of December 31,
	2003			2004
Computer equipment	$	1,247		$	1,526
Less: Accumulated depreciation		(117	)		(588	)
	$	1,130		$	938

      The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of December 31, 2004 (in thousands):

Years Ending December 31,
2005		$	665
2006			515
Thereafter			—
	Total minimum lease payments	$	1,180
Less: Amount representing estimated executory costs (such as taxes, maintenance, and insurance), including profit thereon, included in total minimum lease payments			(246	)
Net minimum lease payments			934
Less: Amount representing interest			(48	)
Present value of net minimum lease payments		$	886

Commitments

      Pursuant to employment or severance agreements with certain employees, we have a commitment to pay severance of approximately $2.2 million as of December 31, 2004 in the event of termination without cause, as defined in the agreements (see Note 16).

      We are a party to a variety of agreements pursuant to which we may be obligated to indemnify the other party with respect to breach of contract, infringement and other matters. Typically, these obligations arise in the context of agreements entered into by us, under which we customarily agree to hold the other party harmless against losses arising from breaches of representations. In these circumstances, payment by us is generally conditioned on the other party making a claim pursuant to the procedures specified in the particular agreement, which procedures typically allow us to challenge the other party’s claims. Further, our obligations under these agreements may be limited to indemnification of third party claims only and limited in terms of time and/ or amount. In some instances, we may have recourse against third parties for certain payments made by us.

F-30

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. To date, we have not been required to make any such payment. We believe that if we were to incur a loss in any of these matters, it is not probable that such loss would have a material effect on our business or financial condition. It is possible, however, that such loss could have a material impact on our results of operations in an individual reporting period.

Legal Proceedings

      From time to time, we are a party to litigation matters arising in connection with the normal course of our business, none of which is expected to have a material adverse effect on us. In addition to the litigation matters arising in connection with the normal course of our business, we are party to the litigation described below.

      On January 28, 2004, we filed suit against RouteOne LLC in the United States District Court for the Eastern District of New York. Our complaint seeks declaratory and injunctive relief, as well as damages against RouteOne LLC for infringement of two patents owned by DealerTrack, Inc. which relate to a system and method for credit application processing and routing. Our complaint also seeks relief for RouteOne’s acts of copyright infringement, circumvention of technological measures and common law fraud and unfair competition. The case is still in the discovery stage.

15. Segment Information

      In accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” segment information is being reported consistent with our method of internal reporting. In accordance with SFAS No. 131, operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. We have one reportable segment under SFAS No. 131. For enterprise-wide disclosure, we are organized primarily on the basis of service lines. Based on the nature and class of customer, as well as the similar economic characteristics, our product lines have been aggregated for disclosure purposes. We earn substantially all of our revenue in the United States. Revenue earned outside of the United States is less than 10% of our total net revenue.

      Supplemental disclosure of revenue by service type is as follows (in thousands):

							Three Months Ended
	Year Ended December 31,						March 31,
	2002		2003		2004		2004		2005
							(Unaudited)
Transaction services revenue	$	11,196	$	32,655	$	51,769	$	12,220	$	16,439
Subscription services revenue		407		4,107		16,992		2,982		6,219
Other		108		1,917		1,283		174		613
Total net revenue	$	11,711	$	38,679	$	70,044	$	15,376	$	23,271

16. Subsequent Events

Credit Facilities

      On April 15, 2005, we and one of our subsidiaries, DealerTrack, Inc., entered into credit facilities comprised of a $25.0 million revolving credit facility and a $25.0 million term loan facility at interest rates of LIBOR plus 150 basis points or prime plus 50 basis points. Proceeds from borrowings under the credit facilities were used to fund a portion of the Chrome Systems Corporation (“Chrome”), North American Advanced Technology, Inc, and its affiliates (“NAT”) and Automotive Lease Guide (alg), LLC and

F-31

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Automotive Lease Guide (alg) Canada, Inc. (“ALG”) acquisitions. The revolving credit facility is available for general corporate purposes (including acquisitions), subject to certain conditions. As of June 30, 2005, we had $6.5 million available for additional borrowings under the revolving credit facility and no availability under the term loan facility. The revolving credit facility matures on April 15, 2008 and the term loan facility matures on April 15, 2010. We are required to use up to 25% of the proceeds of any equity issuance and 100% of the proceeds of a debt issuance or disposition to repay the term loan under our credit facilities.

      Our credit facilities contain restrictive covenants that limit our ability and our existing or future subsidiaries’ abilities, among other things, to:

•  access our, or our existing or future subsidiaries’, cash flow and value and, therefore, to pay interest and/or principal on our other indebtedness or to pay dividends on our common stock;

•  incur additional indebtedness;

•  issue preferred stock;

•  pay dividends or make distributions in respect of our, or our existing or future subsidiaries’, capital stock or to make certain other restricted payments or investments;

•  sell assets, including our capital stock;

•  enter into sale and leaseback transactions;

•  agree to payment restrictions;

•  consolidate, merge, sell or otherwise dispose of all or substantially all of our or the applicable subsidiary’s assets;

•  enter into transactions with our or the applicable subsidiary’s affiliates;

•  incur liens; and

•  designate any of our, or the applicable subsidiary’s, future subsidiaries as unrestricted subsidiaries.

      In addition, our credit facilities include other and more restrictive covenants and prohibit our subsidiaries from prepaying our other indebtedness while indebtedness under our credit facilities is outstanding. The agreements governing our credit facilities also require us and our subsidiaries to achieve specified financial and operating results and maintain compliance with specified financial ratios on a consolidated basis. Our and our subsidiaries’ ability to comply with these ratios may be affected by events beyond our control.

      Our credit facilities contain the following affirmative covenants, among others: delivery of financial statements, reports, budgets, officers’ certificates and other information requested by the lenders; payment of other obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with laws and material contractual obligations; maintenance of property and insurance; maintenance of books and records; right of the lenders to inspect property and books and records; notices of defaults, litigation and other material events; and compliance with laws.

Recent Acquisitions

Automotive Lease Guide (alg), LLC and Automotive Lease Guide (alg) Canada, Inc.

      On May 25, 2005, we acquired substantially all the assets and certain liabilities of ALG for a purchase price of $39.5 million (including direct acquisition costs of approximately $0.3 million) in cash and notes payable to ALG. Additional consideration of $11.3 million may be paid contingent upon certain future increases in revenue of Automotive Lease Guide (ALG), Inc. and another of our subsidiaries through December 2009. We did not acquire the equity interest in us owned by ALG as part of the acquisition and DJR US, LLC, which was formerly known as Automotive Lease Guide (alg), LLC, remains one of our stockholders. ALG’s products and services provide lease residual value data for new and used leased automobiles and guidebooks and consulting services related thereto, to manufacturers, financing sources,

F-32

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

investment banks, automobile dealers and insurance companies. We intend to combine ALG’s lease residual value data with our other products and services to allow us to aggregate automotive industry information and report the aggregated information to dealers, financing sources and other industry participants. This acquisition was recorded under the purchase method of accounting, resulting in the total purchase price being preliminarily allocated to the assets acquired and liabilities assumed according to their estimated fair market values at the date of acquisition as follows:

Current assets	$	95
Property and equipment		259
Intangible assets		39,256
Total assets acquired		39,610
Total liabilities assumed		(88	)
Net assets acquired	$	39,522

      Currently, we are completing a fair value assessment of the acquired assets, liabilities and identifiable intangibles and at the conclusion of the valuation the purchase price will be allocated accordingly.

North American Advanced Technology, Inc.

      On May 23, 2005, we acquired substantially all the assets and certain liabilities of NAT. NAT’s products and services streamline and automate many traditionally time-consuming and error-prone manual processes of administering aftermarket products, such as extended service contracts, guaranteed asset protection coverage, theft deterrent devices and credit life insurance. We intend to add NAT’s products and services to our suite of solutions in order to enhance our menu-selling offering and to add insurance and other aftermarket providers to our network. The purchase price was approximately $8.7 million (including direct acquisition costs of approximately $0.2 million) in cash. For the year ended December 31, 2004, NAT had revenue of approximately $3.2 million. Currently, we are completing a fair value assessment of the acquired assets, liabilities and identifiable intangibles and at the conclusion of the assessment the purchase price will be allocated accordingly.

Chrome Systems Corporation

      On May 10, 2005, we acquired substantially all the assets and certain liabilities of Chrome for a purchase price of $20.3 million (including direct acquisition costs of approximately $0.3 million) in cash. For the year ended December 31, 2004, Chrome had revenue of $12.8 million. Chrome’s products and services enable dealers, manufacturers, financing sources, Internet portals, consumers and insurance companies to configure, compare, and price automobiles on a standardized basis. This provides more accurate valuations for both consumer trade-ins and dealer used automobile inventory. We intend to integrate Chrome’s products and services into our network to create an expanded subscription product offering for our dealer customers. This acquisition was recorded under the purchase method of accounting such that the total purchase price has been preliminarily allocated to the assets acquired and liabilities assumed according to their fair market value at the date of acquisition as follows:

Current assets	$	2,518
Property and equipment		912
Intangible assets		17,754
Total assets acquired		21,184
Total liabilities assumed		(859	)
Net assets acquired	$	20,325

F-33

DEALERTRACK HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Currently, we are completing a fair value assessment of the acquired assets, liabilities and identifiable intangibles and at the conclusion of the valuation the purchase price will be allocated accordingly.

2005 Incentive Award Plan

      On May 26, 2005, our board of directors adopted, and our stockholders approved, our 2005 Incentive Award Plan. 3,100,000 shares of common stock are reserved for issuance under the 2005 Incentive Award Plan, as well as shares of common stock that remain available for future option grants under our 2001 Stock Option Plan, which totaled 79,800 on May 31, 2005, and any shares underlying any existing grants under our 2001 Stock Option Plan that are forfeited. The maximum number of shares which may be subject to awards granted under the 2005 Incentive Award Plan to any individual in any fiscal year is 750,000. On May 26, 2005, our board of directors granted an aggregate of 1,000,850 options, at an exercise price of $12.92, and an aggregate of 101,000 shares of restricted common stock to our officers and directors pursuant to the 2005 Incentive Award Plan.

Employee Stock Purchase Plan

      On May 26, 2005, our board of directors adopted, and our stockholders approved, our Employee Stock Purchase Plan (the “ESPP”). The ESPP will become effective on the date on which we file a registration statement on Form S-8 with respect to the ESPP. The total number of shares of common stock reserved and available for distribution under the ESPP is 1,500,000. For employees eligible to participate on the first date of an offering period, the purchase price of shares of common stock under the ESPP will be 85% of the fair market value of the shares on the date of purchase.

Employees’ Deferred Compensation Plan

      On May 26, 2005, our board of directors adopted our Employees’ Deferred Compensation Plan. The Employees’ Deferred Compensation Plan is a non-qualified retirement plan. The Employees’ Deferred Compensation Plan allows a select group of our management or highly compensated employees to elect to defer certain bonuses that would otherwise be payable to the employee. Amounts deferred under the Employees’ Deferred Compensation Plan are general liabilities of DealerTrack and are represented by bookkeeping accounts maintained on behalf of the participants. Such accounts are deemed to be invested in share units that track the value of our common stock. Distributions will generally be made to a participant following the participant’s termination of employment or other separation from service, following a change of control if so elected, or over a fixed period of time elected by the participant prior to the deferral. Distributions will generally be made in the form of shares of our common stock. Our Employees’ Deferred Compensation Plan is intended to comply with Section 409A of the Internal Revenue Code.

Commitments

      Subsequent to December 31, 2004, we amended certain employment and/or severance agreements with certain employees. As of the date of this report, we have a commitment to pay severance of approximately $7.4 million in the event of termination of certain employees without cause, as defined in the applicable agreements.

F-34

DEALERTRACK HOLDINGS, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

	Balance at		Additions
	Beginning of		Charged to					Balance at
Description	Period		Expenses		Deductions			End of Period
	(In thousands)
As of December 31, 2002:
Allowance for doubtful accounts	$	—		87		—		$	87
Allowance for sales credits	$	—		—		—		$	—
Deferred tax valuation allowance	$	5,205		6,414		—		$	11,619
As of December 31, 2003:
Allowance for doubtful accounts	$	87		555		(95	)	$	547
Allowance for sales credits	$	—		69		—		$	69
Deferred tax valuation allowance	$	11,619		41				$	11,660
As of December 31, 2004:
Allowance for doubtful accounts	$	547		299		(206	)	$	640
Allowance for sales credits	$	69		139		(149	)	$	59
Deferred tax valuation allowance	$	11,660		—		(8,397	)(1)	$	3,263

(1)  For the year ended December 31, 2004, the deferred tax asset valuation was reversed by $8.4 million. Included in this reversal is a $4.7 million benefit to our provision for income taxes, a $1.2 million adjustment to goodwill relating to a net operating loss acquired but not recognized at the date of acquisition of Credit Online in March 2003, coupled by a change in deferred tax assets of $2.5 million. Refer to footnote 12 for additional information.

F-35

Report of Independent Auditors

To the Owners of Automotive Lease Guide, LLC and

Automotive Lease Guide Canada, Inc.

      In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in equity and cash flows present fairly, in all material respects, the combined financial position of Automotive Lease Guide, LLC, a California limited liability company and Automotive Lease Guide Canada, Inc., an S Corporation (the “Company”) at December 31, 2004 and 2003, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Francisco, CA

July 22, 2005

F-36

AUTOMOTIVE LEASE GUIDE

Combined Balance Sheets

					December 31,
			March 31,
			2005		2004		2003
			(Unaudited)
ASSETS
Current assets
	Cash and cash equivalents		$	1,058,102	$	634,830	$	1,631,550
	Accounts receivable			1,267,658		1,514,728		1,550,955
	Inventory			48,823		—		—
	Prepaid expenses — current			46,515		52,851		25,997
		Total current assets		2,421,098		2,202,409		3,208,502
Property and equipment, net				259,221		286,472		341,112
Noncurrent assets
	Prepaid expenses — noncurrent			43,125		48,750		—
	Investments			1,036,956		1,036,956		1,036,956
		Total noncurrent assets		1,080,081		1,085,706		1,036,956
		Total assets	$	3,760,400	$	3,574,587	$	4,586,570
LIABILITIES AND OWNERS’ EQUITY
Current liabilities
	Accounts payable and other accrued liabilities		$	274,396	$	187,568	$	276,945
	Accrued salaries and other benefits			207,589		34,492		60,554
	Deferred revenue			459,328		624,230		449,007
	Note payable — related party			1,575,000		1,575,000		1,575,000
		Total current liabilities		2,516,313		2,421,290		2,361,506
	Deferred revenue			75,000		86,250		—
		Total noncurrent liabilities		75,000		86,250		—
Common stock, par value $0.01 per share; 1,000,000 shares authorized; 100,000 shares issued				1,000		1,000		1,000
Retained earnings				1,168,087		1,066,047		2,224,064
		Total liabilities and owners’ equity	$	3,760,400	$	3,574,587	$	4,586,570

The accompanying notes are an integral part of the financial statements.

F-37

AUTOMOTIVE LEASE GUIDE

Combined Statements of Operations

		Three Months Ended
		March 31,						Year Ended December 31,
		2005			2004			2004			2003
		(Unaudited)
Revenue		$	1,959,627		$	1,637,220		$	7,828,644		$	8,590,242
Cost of sales			600,196			739,264			3,126,566			3,389,175
	Gross profit		1,359,431			897,956			4,702,078			5,201,067
Selling, general and administrative expenses			665,037			526,586			2,388,383			2,483,475
	Income from operations		694,394			371,370			2,313,695			2,717,592
Other income (expense)
Interest income (expense)			(20,520	)		(18,892	)		(75,582	)		(71,644	)
Impairment of investment			—			—			—			(613,499	)
Foreign currency gain			—			—			—			10,081
	Total other income (expense)		(20,520	)		(18,892	)		(75,582	)		(675,062	)
	Net income	$	673,874		$	352,478		$	2,238,113		$	2,042,530

The accompanying notes are an integral part of the financial statements.

F-38

AUTOMOTIVE LEASE GUIDE

Combined Statements of Changes in Equity

			Common		Retained
			Stock		Earnings			Total Equity
Balance at January 1, 2003			$	1,000	$	2,671,075		$	2,672,075
		Net income		—		2,042,530			2,042,530
		Distributions		—		(2,489,541	)		(2,489,541	)
Balance at December 31, 2003				1,000		2,224,064			2,225,064
		Net income		—		2,238,113			2,238,113
		Distributions		—		(3,396,130	)		(3,396,130	)
Balance at December 31, 2004			$	1,000	$	1,066,047		$	1,067,047
		Net income (unaudited)		—		673,874			673,874
		Distributions (unaudited)		—		(571,834	)		(571,834	)
	Balance at March 31, 2005 (unaudited)		$	1,000	$	1,168,087		$	1,169,087

The accompanying notes are an integral part of the financial statements.

F-39

AUTOMOTIVE LEASE GUIDE

Combined Statements of Cash Flows

				Three Months Ended						Year Ended December 31,
				2005			2004			2004			2003
				(Unaudited)
Cash flows from operating activities
Net income				$	673,874		$	352,478		$	2,238,113		$	2,042,530
Adjustments to reconcile net income to net cash provided by operating activities
	Depreciation and amortization				27,251			32,648			168,945			155,771
	Impairment of investment				—			—			—			613,499
	Foreign currency gain				—			—			—			(10,081	)
	Changes in
		Accounts receivable			247,070			371,466			36,227			107,684
		Inventory			(48,823	)		(46,654	)		—			—
		Prepaid expenses			11,961			6,156			(75,604	)		1,133
		Accounts payable and other accrued liabilities			259,925			59,985			(115,439	)		2,892
		Deferred revenue			(176,152	)		(132,985	)		261,473			(53,143	)
			Net cash provided by operating activities		995,106			643,094			2,513,715			2,860,285
Cash flows from investing activities
Proceeds from hedge, net					—			—			—			78,081
Purchase of property and equipment					—			(15,868	)		(114,305	)		(78,426	)
			Net cash used by investing activities		—			(15,868	)		(114,305	)		(345	)
Cash flows from financing activities
Owner withdrawals					(571,834	)		(1,610,626	)		(3,396,130	)		(2,489,541	)
			Net cash used by financing activities		(571,834	)		(1,610,626	)		(3,396,130	)		(2,489,541	)
			Net change in cash and cash equivalents		423,272			(983,400	)		(996,720	)		370,399
Cash and cash equivalents
Beginning of period					634,830			1,631,550			1,631,550			1,261,151
End of period				$	1,058,102		$	648,150		$	634,830		$	1,631,550
Supplemental disclosures of cash flow information
Cash paid during the year for interest				$	21,656		$	19,688		$	78,752		$	88,349
Cash paid during the year for franchise taxes				$	11,790		$	—		$	11,790		$	11,790

The accompanying notes are an integral part of the financial statements.

F-40

AUTOMOTIVE LEASE GUIDE

NOTES TO COMBINED FINANCIAL STATEMENTS

1.  Business and Organization

      Automotive Lease Guide (the Company) consists of Automotive Lease Guide, LLC, a California limited liability company and Automotive Lease Guide Canada, Inc. (an S Corporation). The entities are owned by common ownership under the same percentage ownership between the partners. The companies are owned by three members owning 63%, 31% and 6% of the companies, respectively. ALG’s products and services provide lease residual value data for new and used leased automobiles and guidebooks and consulting services related thereto, to manufacturers, financing sources, investment banks, automobile dealers and insurance companies.

2.  Summary of Significant Accounting Policies

Basis of Presentation

      The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Both entities use the US dollar as their functional currency.

Principles of Combination

      The combined financial statements include the accounts and operations of Automotive Lease Guide, LLC and Automotive Lease Guide Canada, Inc. All material balances and transactions between the combined entities have been eliminated.

Use of Estimates

      The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Unaudited Interim Financial Statements

      The accompanying unaudited interim combined balance sheet as of March 31, 2005, the combined statements of operations for the three months ended March 31, 2005 and 2004, the combined statement of changes in equity for the three months ended March 31, 2005, and the combined statements of cash flows for the three months ended March 31, 2005 and 2004 are unaudited. These unaudited interim combined financial statements have been prepared in accordance with generally accepted accounting principles in the United States. In our opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for fair presentation of the periods presented. The unaudited results for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for any subsequent quarterly or annual financial period, including for the year ending December 31, 2005.

Income Taxes

      No federal income tax provision has been included in the financial statements since income or loss for limited liability companies and S corporations are required to be reported by the respective members on their income tax returns. The Company pays state franchise tax based on gross revenue for the LLC and a 1.5% tax on Canadian taxable income for the S corporation.

F-41

AUTOMOTIVE LEASE GUIDE

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Comprehensive Income

      The Company does not have any transactions which would require them to record comprehensive income.

Cash and Cash Equivalents

      Cash and cash equivalents consist of cash on hand and in checking and savings accounts.

Credit risk

      Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash balances and trade receivables. The Company maintains cash balances at a single financial institution. The Company generally does not require collateral on trade receivables. At December 31, 2004 and 2003, no significant concentrations of credit risk exist.

Property and Equipment

      Property and equipment are stated at cost less accumulated depreciation and amortization. The double-declining balance method is used to depreciate the cost of property and equipment. Useful lives by asset category are as follows:

Computer equipment	5 years
Software	3 - 5 years
Furniture and office equipment	5 - 7 years
Leasehold improvements	7 years

      The useful life for leasehold improvements is the lesser of the life of the asset or the life of the lease. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation or amortization, with any resulting gain or loss included in the Statement of Operations.

      All internally developed software is capitalized in accordance with Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. All research and development costs are expensed as incurred.

Fair value of financial instruments

      The fair value of cash, accounts receivable, other assets, and accounts payable and accrued expenses as reflected in the financial statements approximate their carrying value at December 31, 2004 and December 31, 2003, respectively.

Forward Hedges

      The Company entered into a foreign exchange forward solely for hedging purposes, whether or not it qualified for hedge accounting under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The Company did not meet the requirements for gain/(loss) deferral under SFAS No. 133 and accordingly, the Company used marked to market accounting. Under the marked to market approach, the gain or loss on the forward contract is recognized in income at the end of each period and upon settlement. Amounts to be paid/received under these agreements are recognized as a foreign exchange gain or loss in the Statement of Operations.

F-42

AUTOMOTIVE LEASE GUIDE

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Inventory

      The Company capitalizes direct costs directly attributable to the time incurred in determining the residual values for the guidebooks which are issued for two months. All amounts capitalized are expensed upon delivery date of the product to the customer. The costs incurred in association with these projects are recorded in costs of sales in the Statement of Operations.

Impairment of Long-Lived Assets

      The Company assesses long-lived assets for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable. With respect to its investments, the Company makes its estimate of fair value by considering recent investee equity transactions, discounted cash flow analyses and balance sheet liquidation values. If the fair value of the investments dropped below the carrying amount, management considers several factors when determining whether an other-than-temporary decline in market value has occurred including the length of the time and the extent to which the market value has been below cost, the financial condition and near-term prospects of the issuer, the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value, and other factors influencing the fair market value, such as general market conditions.

Accounts Receivable and Revenue Recognition

      Revenue is recognized upon determination of a fixed or determinable fee, pervasive evidence of an arrangement exists, collectibility of the fee is reasonably assured, and delivery has occurred or services provided. Revenue is recognized in the period that the subscription or service is provided. Advanced billings for advanced listings are recorded as deferred revenue and recognized pro rata as fulfilled over the terms of the applicable agreement.

      The Company follows Emerging Issues Task Force No. 00-21, “Revenue Arrangements with Multiple Deliverables” for revenue recognition of revenues derived from a single contract that contains multiple products or services. For multiple element arrangements, the Company believes it has only a single unit of accounting for all such arrangements noted.

      The Company has not recorded an allowance for doubtful accounts. The Company recorded write-offs of $24,434 and $6,567 in 2004 and 2003, respectively. The Company did not record any write-offs for the three months ended March 31, 2005 (unaudited).

3.  Property and Equipment

      Property and equipment consist of the following:

						December 31,
			March 31,
			2005			2004			2003
			(Unaudited)
Computer equipment			$	276,628		$	276,628		$	237,008
Software				239,438			239,438			172,422
Furniture and office equipment				174,349			174,349			166,680
Leasehold improvements				177,815			177,815			177,815
				868,230			868,230			753,925
	Less accumulated depreciation			(609,009	)		(581,758	)		(412,813	)
		Total property and equipment	$	259,221		$	286,472		$	341,112

F-43

AUTOMOTIVE LEASE GUIDE

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

      Depreciation and amortization expense was $168,945 and $155,771 for 2004 and 2003, respectively. Depreciation and amortization expense was $27,251 and $32,648 for the three months ended March 31, 2005 and 2004 (unaudited), respectively.

4.  Investments

      On August 10, 2001, the Company sold their 50% investment in webalg, inc., a joint venture with J.P. Morgan Partners LLC, to DealerTrack Holdings, Inc. (“DealerTrack”). In connection with the sale of the investment, the Company received consideration of 624,630 shares of DealerTrack Series A-1 Preferred Stock. Additionally, on December 28, 2001, the Company purchased from DealerTrack, 270,587 shares of Series C Preferred Stock in exchange for the conversion of a convertible note, including interest, for cash consideration of approximately $1.1 million. The total investment represents a 5% interest in DealerTrack and is accounted for under the cost-method of accounting.

      In connection with services provided during the joint venture with webalg, inc. the Company’s chief executive officer holds stock options in DealerTrack.

      On April 25, 2002, the Company entered into an agreement to purchase a 25% interest in a German Company, Bahr & Fess Forecasts GmbH, for approximately $0.6 million, including approximately $0.1 million in acquisition costs. The 25% interest was accounted for under the equity-method of accounting with an equity loss of approximately $12,000 for 2002. During 2003, the Company determined due to consecutive years of losses by Bahr & Fess and future projected losses that the carrying amount of the equity-method investment in Bahr & Fess was impaired on a basis that was other than temporary. The Company recorded an impairment charge of approximately $613,499 in 2003.

5.  Related Party Transactions

      The majority owner loaned the Company $1,575,000, which is payable on demand with quarterly interest payments at 1% above the average Wall Street Journal prime rate. Interest amounts paid in 2004 and 2003 were $78,752 and $88,349 respectively, with amounts owed of $21,656 and $19,688 at December 31, 2004 and 2003, respectively.

      The Company is renting a facility from the same majority owner, which is used for printing. This lease is month-to-month at $3,000 a month. Amounts paid to the owner in 2004 and 2003 were $36,000 each year with $0 owed at year end.

      The Company recognized revenue from DealerTrack and its subsidiaries of $1,017,072 and $709,839 for 2004 and 2003, respectively. The Company recognized revenue from DealerTrack and its subsidiaries of $258,388 and $202,195 for the three months ended March 31, 2005 and 2004 (unaudited), respectively.

6.  Financial Instruments

      The Company used a derivative financial instrument to modify its exposure to market risks from changes in foreign exchange rates. The Company does not hold or enter into financial instruments for speculative trading purposes.

      The Company entered into a forward contract on euros with a bank on May 30, 2002. The forward contract was for a notional amount of 584,000 euros to be settled on February 14, 2003. Also, the Company recognized an additional gain of $10,801 upon settlement in the foreign exchange gain line item in the combined Statement of Operations.

F-44

AUTOMOTIVE LEASE GUIDE

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

7.  401(k) Plan

      The Company adopted a 401(k) plan that covers all employees who have obtained twenty-one years of age and worked for the Company at least two months. Employees may contribute up to 15% of compensation. The Company’s contribution to the plan is determined each year at the discretion of the owners. The plan allows both discretionary and bonus contributions. Employer contributions in 2004 and 2003 were $6l,911 and $67,l51, respectively. In 2003 and 2004, the employer contribution was 100% of the employee contribution.

8.  Commitments and Contingencies

      The Company leases office space in Santa Barbara, California. The term of the lease is for seven years effective March 1, 2000, and calls for monthly rent of $14,686, adjusted annually for CPI. As part of the lease, the Company also pays monthly common area expenses.

      The Company is leasing a commercial printer and a computer to operate the printer, under non-cancelable operating leases. The leases are for five years and expire in May 2007. The total monthly rent and maintenance contract is $12,126.

      Total rent expense for 2004 and 2003 was $218,789 and $199,994 respectively.

      Minimum future lease payments on operating leases are as follows:

2005		$	321,230
2006			325,416
2007			138,912
	Total minimum future rent payments	$	785,558

9.  Subsequent Event

      On May 25, 2005, DealerTrack acquired substantially all the assets and liabilities of ALG for a purchase price of approximately $39.2 million in cash, deferred purchase costs, and a note payable of $1.8 million to ALG. There is contingent consideration of $11.3 million to be paid by DealerTrack in the event certain future increases in revenue of ALG and another subsidiary of DealerTrack are achieved.

F-45

Independent Auditors’ Report

The Board of Directors

Chrome Systems Corporation:

      We have audited the accompanying balance sheet of Chrome Systems Corporation (a Delaware corporation) as of December 31, 2004, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

      We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chrome Systems Corporation as of December 31, 2004, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ KPMG LLP

Portland, Oregon

March 25, 2005, (except for the matter

     discussed in Note 12, for which the

     date is April 15, 2005)

F-46

CHROME SYSTEMS CORPORATION

Balance Sheets

			March 31,			December 31,
			2005			2004
			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	2,689,088			3,003,494
	Accounts receivable, less allowance for doubtful accounts of $49,312 in 2005 and $50,000 in 2004			1,846,777			1,821,010
	Prepaid expenses			362,928			241,500
	Other current assets			1,194,342			235,845
		Total current assets		6,093,135			5,301,849
Property and equipment, net				977,017			908,415
Other assets				184,497			186,266
		Total assets	$	7,254,649			6,396,530
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	148,447			59,696
	Accrued expenses			2,206,367			1,140,328
	Current portion of capital lease obligations			2,790			12,314
	Deferred revenue			1,780,466			1,610,005
		Total current liabilities		4,138,070			2,822,343
Commitments and contingencies
Stockholders’ equity:
	Convertible preferred stock, Series A, $0.001 par value. Authorized, issued, and outstanding 6,315,788 shares (liquidation preference of $2,999,999)			6,316			6,316
	Convertible preferred stock, Series B, $0.001 par value. Authorized 27,000,000 shares; issued and outstanding 12,792,400 shares (liquidation preference of $21,875,004)			12,792			12,792
	Common stock, $0.001 par value. Authorized 120,000,000 shares; issued and outstanding 18,248,139 shares			18,248			18,248
	Additional paid-in capital			26,390,368			26,390,368
	Accumulated deficit			(23,311,145	)		(22,853,537	)
		Total stockholders’ equity		3,116,579			3,574,187
		Total liabilities and stockholders’ equity	$	7,254,649			6,396,530

See accompanying notes to financial statements.

F-47

CHROME SYSTEMS CORPORATION

Statements of Operations

			Three Months Ended
			March 31						Year Ended
									December 31,
			2005			2004			2004
			(Unaudited)			(Unaudited)
Revenues			$	2,998,631			2,921,444			12,769,257
Cost of revenues				607,815			577,344			2,214,083
		Gross profit		2,390,816			2,344,100			10,555,174
	Operating expenses:
	Research and development			649,349			534,834			2,129,484
	Sales and marketing			720,891			616,877			2,325,861
	General and administrative			1,473,914			1,166,105			4,613,649
		Total operating expenses		2,844,154			2,317,816			9,068,994
		Income (loss) from operations		(453,338	)		26,284			1,486,180
Other income (expense):
	Interest income			7,305			1,578			10,423
	Interest expense			(2,275	)		(13,965	)		(18,858	)
	Other, net			—			—			45
		Total other income (expense)		5,030			(12,387	)		(8,390	)
		Income (loss) before income taxes		(448,308	)		13,897			1,477,790
Income tax provision				(9,300	)		—			(33,574	)
		Net (loss) income	$	(457,608	)		13,897			1,444,216

See accompanying notes to financial statements.

F-48

CHROME SYSTEMS CORPORATION

Statements of Stockholders’ Equity

Three months ended March 31, 2005 (unaudited) and year ended December 31, 2004

			Series A				Series B
			Preferred Stock				Preferred Stock				Common Stock				Additional
															Paid-In		Accumulated
			Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance as of December 31, 2003				6,315,788	$	6,316		12,792,400	$	12,792		18,246,889	$	18,247		26,389,994		(24,297,753	)		2,129,596
		Exercise of stock options										1,250		1		374		—			375
		Net income		—		—		—		—		—		—		—		1,444,216			1,444,216
Balance as of December 31, 2004				6,315,788		6,316		12,792,400		12,792		18,248,139		18,248		26,390,368		(22,853,537	)		3,574,187
		Net loss (unaudited)		—		—		—		—		—		—		—		(457,608	)		(457,608	)
	Balance as of March 31, 2005 (unaudited)			6,315,788	$	6,316		12,792,400	$	12,792		18,248,139	$	18,248		26,390,368		(23,311,145	)		3,116,579

See accompanying notes to financial statements.

F-49

CHROME SYSTEMS CORPORATION

Statements of Cash Flows

					Three Months Ended
					March 31						Year Ended
											December 31,
					2005			2004			2004
					(Unaudited)			(Unaudited)
Cash flows from operating activities:
	Net income (loss)				$	(457,608	)		13,897			1,444,216
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization				116,363			124,544			479,787
		(Increase) decrease in:
			Accounts receivable			(25,767	)		12,568			(256,892	)
			Prepaid expenses			(121,428	)		3,481			(17,725	)
			Other assets			(956,728	)		61,099			(28,830	)
		Increase (decrease) in:
			Accounts payable and accrued expenses			1,154,790			312,066			353,959
			Deferred revenue			170,461			(70,650	)		46,283
				Net cash provided by (used in) operating activities		(119,917	)		457,005			2,020,798
Cash flows from investing activities:
	Purchases of property and equipment					(184,965	)		(87,236	)		(591,076	)
				Net cash used in investing activities		(184,965	)		(87,236	)		(591,076	)
Cash flows from financing activities:
	Repayments of capital lease obligations					(9,524	)		(10,031	)		(64,786	)
	Proceeds from issuance of common stock					—			—			375
				Net cash used in financing activities		(9,524	)		(10,031	)		(64,411	)
				Net decrease in cash and cash equivalents		(314,406	)		359,738			1,365,311
Cash and cash equivalents at beginning of year						3,003,494			1,638,183			1,638,183
Cash and cash equivalents at end of year					$	2,689,088			1,997,921			3,003,494
Cash paid during the year for interest					$	2,275			13,965			18,858
Cash paid during the year for income taxes						9,300			—			65,184

See accompanying notes to financial statements.

F-50

CHROME SYSTEMS CORPORATION

Notes to Financial Statements

Summary of Significant Accounting Policies

     (a) Nature of Operations

      Chrome Systems Corporation (the Company) develops and distributes vehicle configuration and pricing information software to customers throughout the United States and Canada.

     (b) Concentration of Credit Risk

      The Company grants credit to its customers which are primarily internet portals, credit unions, and automotive manufactures or dealerships. The Company had receivables of $1,005,925 from one customer at December 31, 2004. The Company generated revenues of $6,474,238 during 2004 from this same customer.

     (c) Cash and Cash Equivalents

      For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

     (d) Accounts Receivable

      Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience.

     (e) Fair Value of Financial Instruments

      The Company’s financial instruments consist of accounts receivable, accounts payable, and capital lease obligations. For the periods presented, the fair value of the Company’s financial instruments approximate their carrying value.

     (f) Property and Equipment

      Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, principally three to seven years. Leasehold improvements are amortized over the shorter of the estimated useful life or the term of the lease. Expenditures for repairs and maintenance are charged to current operations and costs related to renewals and improvements that add significantly to the useful life of an asset are capitalized.

     (g) Revenue Recognition

      The Company recognizes revenue in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition. New and renewal software subscription revenue is deferred upon invoicing the customer and is recognized ratably over the term of the subscription agreement. Service revenues are recognized as the related services are performed. Transaction fees are recognized when earned.

     (h) Software Development Costs

      Development costs related to software products for sale are expensed as incurred until technological feasibility of the product has been established in accordance with Statement of Financial Accounting Standards (SFAS) No. 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. Based on the Company’s product development process, technological feasibility is established upon completion of a working model. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release were not significant in 2004 and, accordingly, no costs were capitalized.

F-51

CHROME SYSTEMS CORPORATION

Notes to Financial Statements — (Continued)

      Software development costs incurred for significant improvements or enhancements for software developed for internal use are capitalized in accordance with Statement of Position SOP 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Capitalized software development costs, which are included in property and equipment totaled $967,737 at December 31, 2004 and are being amortized over 36 months. Accumulated amortization on these software development costs totaled $438,096 at December 31, 2004.

     (i)  Advertising Expenses

      Advertising, promotion, and marketing expenses are charged to expense as incurred. Advertising expenses were $178,827 during the year ended December 31, 2004.

     (j)  Stock-Based Compensation

      The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and complies with the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation. Under APB 25, compensation expense is based on the difference, if any, on the date of grant between the exercise price of the instrument granted and the fair value of the underlying stock.

      In December 2003, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation, to require prominent disclosures about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. As allowed under SFAS No. 148, the Company will continue to account for stock-based compensation according to APB No. 25. If the Company had accounted for its stock-based compensation plans in accordance with SFAS No. 123, the Company’s net income would approximate the pro forma disclosures below:

		Three Months Ended
		March 31,						Year Ended
								December 31,
		2005			2004			2004
		(Unaudited)			(Unaudited)
Net income (loss), as reported		$	(457,608	)		13,897			1,444,216
Deduct total stock-based employee compensation expense determined under fair value-based method for all awards not previously included in net income			(1,781	)		(19,505	)		(78,020	)
	Pro forma net income (loss)	$	(459,389	)		(5,608	)		1,366,196

      The fair value of compensation cost reflected in the above pro forma amounts were estimated using the Black-Scholes option pricing model. The following assumptions were applied in determining the pro forma compensation cost.

Risk-free interest rate		3.94	%
Expected dividend yield		—	%
Expected option life (years)		7.0
Volatility		—	%
Fair value of options (all granted at prices equal to or exceeding market)	$	0.072

      In December 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods

F-52

CHROME SYSTEMS CORPORATION

Notes to Financial Statements — (Continued)

or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. This Statement is a revision to Statement 123 and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. For nonpublic companies, this Statement will require measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock options. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. This Statement will be effective for the Company as of January 1, 2006.

     (k)  Use of Estimates

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. On an ongoing basis, the Company evaluates its estimates, including those related to its allowance for doubtful accounts, useful life of property and equipment, income taxes, and commitments and contingencies. Actual results could differ from those estimates.

     (l)  Interim Financial Information

      The accompanying unaudited consolidated financial statements as of March 31, 2005 and 2004 and for the periods then ended have been prepared in conformity with accounting principles generally accepted in the United States and reflect all material normal recurring adjustments. However, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the consolidated financial statements as of March 31, 2005 and 2004 and for the periods then ended included adjustments necessary for a fair presentation of the results of the interim periods presented.

(2) Property and Equipment

      Property and equipment consist of the following:

Equipment	$	3,727,641
Software licenses		58,431
Furniture and fixtures		523,392
Leasehold improvements		186,618
Capitalized software development costs		967,737
		5,463,819
Less accumulated depreciation and amortization		(4,555,404	)
	$	908,415

      Property and equipment at December 31, 2004 includes equipment with a cost of $221,645 and accumulated depreciation of $221,645 obtained under leases that have been capitalized.

(3) Obligations Under Capital Leases

      The Company leases certain equipment under capital leases. The leases are payable in monthly installments through 2005, with interest ranging from 7% to 29%.

F-53

CHROME SYSTEMS CORPORATION

Notes to Financial Statements — (Continued)

      Future minimum payments required by capital lease obligations at December 31, 2004 are as follows:

Year ending December 31:
	2005		$	12,608
		Total minimum obligations		12,608
Less amounts representing interest				(294	)
		Present value of future minimum lease payments	$	12,314

(4) Line of Credit

      On April 25, 2003, the Company entered into a loan and security agreement (the Agreement) with a bank. The agreement provides for a revolving line of credit and other services. Other services consist of letters of credit, foreign exchange services, and cash management services, including merchant services, direct deposit of payroll, a business credit card, and check cashing services. The maximum amount available under the line of credit is $1,000,000, however this is limited to 80% of eligible accounts receivable as defined in the agreement. The amount available for other services is limited to $500,000.

      Interest accrues at a per annum rate equal to the greater of 1.5% points above the Prime Rate, (5.25% at December 31, 2004) or 5.75%. Interest payments are due monthly and the line of credit expires on April 17, 2005, at which time all amounts are immediately payable. The agreement contains quick ratio and minimum tangible net worth covenants and the Company’s tangible and intangible assets secure the balances outstanding. The Company had no borrowings as of December 31, 2004.

(5) Income Taxes

      The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. SFAS 109 uses the asset and liability method so that deferred taxes are determined based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws and tax rates. Deferred income tax expenses or benefits are based on the changes in the financial statement bases versus the tax bases in the Company’s assets or liabilities from period to period.

      At December 31, 2004, the Company had net operating loss carryforwards of approximately $18,357,000, for both federal and state tax purposes. The federal net operating loss carryforwards expire on various dates through 2022, while the state net operating loss carryforwards expire on various dates through 2017.

      As of December 31, 2004, the Company’s deferred tax assets are comprised primarily of net operating loss carryforwards. There are no significant deferred tax liabilities. The Company believes that, based on a number of factors, there is sufficient uncertainty regarding the realizability of net deferred tax assets such that a full (100%) valuation allowance should be recorded. The net change in total valuation allowance for the year ended December 31, 2004 was a decrease of $751,000. Management will continue to assess the realizability of the tax benefits available to the Company based on actual and forecasted operating results. Ownership changes may significantly limit the utilization of net operating loss carryforwards in the future.

(6) Operating Lease Commitments

      In October of 2002, the Company renewed an operating lease for administrative offices that expires in August 2008. The Company is also obligated under terms of noncancelable operating leases for office

F-54

CHROME SYSTEMS CORPORATION

Notes to Financial Statements — (Continued)

equipment, which expire at various times through February 2005. Future minimum lease payments under operating leases at December 31, 2004 are as follows:

Year ending December 31:
	2005		$	394,056
	2006			387,549
	2007			396,945
	2008			223,233
	Thereafter			30,300
		Total	$	1,432,083

      Total rent expense for all operating leases amounted to approximately $324,000 in 2004.

(7) Convertible Preferred Stock

      During 2000, the Company issued 12,792,400 shares of Series B preferred stock for a price of $1.71 per share. Proceeds, net of issuance costs, amounted to $20,551,176. In 1999, the Company issued 6,315,788 shares of Series A preferred stock for a price of $0.475 per share. Proceeds, net of issuance costs, amounted to $2,796,981. Certain provisions relating to the Series A and Series B shares are the same unless otherwise noted.

      In the event of any liquidation or sale of the Company, the holders of the Series A and Series B preferred stock will be entitled to receive in preference to the holders of common stock, the amount of $0.475 and $1.71 per share (the Initial Payment), respectively. After the Initial Payment has been made, the holders of the Series B preferred stock and the holders of the common stock shall participate in the distribution of any remaining assets pro rata based on the number of shares they hold (on an as converted basis), provided however, that once the holders of the Series A preferred stock receive an amount equal to $0.475 per share, (in addition to the Initial Payment), the holders of the Series A preferred stock will not participate in any further distributions.

      Each holder of the Series A and Series B preferred stock will have the right, at the option of the holder at any time, to convert shares of preferred stock into shares of common stock at the respective conversion price. The conversion price of the preferred stock is subject to proportional adjustment of stock splits, stock dividends, and the like and for issuance of common stock at a purchase price less than the then effective conversion price. The Series B preferred shareholders also have provisions for adjustments to the conversion price based on costs incurred for certain pending legal matters. As of December 31, 2004, no change to the conversion price adjustment has occurred as a result of these legal matters. The Series B conversion price was reduced to $1.70 as a result of the issuance of Common Stock for professional services during 2001.

      The preferred stock will be automatically converted into common stock in the event of the closing of an underwritten initial public offering of the Company’s common stock (an IPO) with aggregate proceeds of at least $20 million at a public offering price of at least a pre money valuation, fully diluted, of $100 million.

      The holder of a share of preferred stock will be entitled to that number of votes on all matters presented to shareholders equal to the number of shares of common stock then issuable upon conversions of such share of preferred stock.

      The holders of preferred stock will be entitled to receive noncumulative dividends in preference to the holders of common stock at an annual rate of 8% of the Purchase Price per share from legally available funds when, and if declared by the board of directors. The preferred stockholders will not participate in any dividends paid after the preferential dividends.

F-55

CHROME SYSTEMS CORPORATION

Notes to Financial Statements — (Continued)

(8) Warrants

      The Company issued warrants to purchase 1,474,560 shares of common stock for $1 per share to creditors in connection with financing obtained in 2000. 1,456,640 warrants remain outstanding at December 31, 2004, and expire between December 2009 and January 2010.

      In connection with a nonqualified deferred compensation plan that the Company used to sponsor, warrants to purchase 40,288 shares of the Company’s common stock were issued to certain management employees between December 1999 and February of 2000. All warrants remain outstanding at December 31, 2004, have an exercise price of $1.00 per share, and expire in December 2009.

      In 1999 and 2000, in connection with financing obtained, the Company issued warrants to purchase 240,000 and 383,772 shares of common stock for exercise prices of $0.0005 and $1.71 per share, respectively. The warrants remain outstanding at December 31, 2004 and expire in April 2009 and April 2005, respectively.

      The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. The fair values were expensed in the period in which services were provided. All expense was recognized prior to 2001.

(9) Employee Stock Option Plan

      The Company has a stock option plan for employees selected by the board of directors under which options to purchase shares of the Company’s common stock are generally granted at a price not less than the market price of the stock as determined by the board of directors at the date of the grant. A maximum of 16,000,000 shares of common stock may be issued under the plan. The options expire in 10 years from the date of issue. If an incentive stock option is granted under the plan to an employee who owns more than 10% of the total stock of the Company, the term of the incentive stock option will not exceed five years, and exercise price shall not be less than 110% of the fair market value of the common stock at the time the incentive stock option is granted. Options issued under the plan are generally subject to a vesting schedule ranging from one to five years and, in limited situations, may be accelerated based on achievement of certain performance requirements. The Company has also issued nonqualified stock options to certain employees, directors, and consultants.

      The following summary presents employee stock option activity and weighted average exercise prices:

		Shares Under			Weighted Average
		Option			Exercise Price
Outstanding, December 31, 2003			7,634,250		$	0.30
	Granted		30,000			0.30
	Exercised		(1,250	)		0.30
	Canceled/forfeited		(67,000	)		0.30
Outstanding, December 31, 2004			7,596,000		$	0.30

					Weighted Average
	Number of Options				Contractual Life
					Remaining
Exercise Prices	Outstanding		Exercisable		(Years)
$ 0.25 - 0.50		7,570,000		6,530,925		6.74
0.625 - 1.00		26,000		26,000		6.06
		7,596,000		6,556,925

F-56

CHROME SYSTEMS CORPORATION

Notes to Financial Statements — (Continued)

(10) Employee Benefit Plan

      The Company has a defined contribution 401(k) profit sharing plan. The profit sharing plan covers substantially all employees who have met certain service and age requirements. Company contributions to this plan are discretionary. Total contributions by the Company to the plan amounted to $64,394 for the year ended December 31, 2004.

(11) Legal Proceedings

      Five former executives have filed a lawsuit against the Company, its former CEO, and its former President. The claims began in the form of charges filed under Title VII and ADEA with the Oregon Bureau of Labor and Industries (BOLI) and the EEOC, but these claims were withdrawn at the request of the claimants. Subsequently, the five former executives as plaintiffs filed a 10-count lawsuit in federal district court in Oregon. The claims asserted in the lawsuit relate to the discharge of the executives.

      In 2001, the district court dismissed plaintiffs claims against the Company for intentional infliction of emotional distress, dismissed all plaintiffs claims against the former CEO and former President, and referred to arbitration all plaintiffs remaining claims against the Company, except their Title VII and corresponding state claims.

      The Company has brought claims against the five former executives for damages related to their conduct while employed by the Company.

      Arbitration commenced in February 2005 and is still pending. The Company intends to vigorously defend the suit and believes it is without merit. The ultimate resolution of this matter could have a material effect on the financial position of the Company and the resolution of the matter could have a material effect on the Company’s financial condition, results of operations, or cash flows. No accrual has been made as management doesn’t believe an amount is currently probable as defined under SFAS No. 5, Accounting for Contingencies.

(12) Subsequent Event

      On April 15, 2005, the parties to the pending legal proceedings described in Note 11 entered into a confidential settlement to fully resolve all claims. The settlement resulted in no net out-of-pocket costs to the Company.

F-57

Report of Independent Auditors

To the Directors of

dealerAccess Inc.

      We have audited the accompanying consolidated balance sheet of dealerAccess Inc. as of October 31, 2003 and the related statements of shareholder’s deficiency, operations and cash flows for the year then ended which, as described in note 3, have been prepared on the basis of accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of dealerAccess Inc. at October 31, 2003 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

      The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern. As discussed in note 2 to the consolidated financial statements, the company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 2. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ PricewaterhouseCoopers LLP

Toronto, Canada

April 29, 2005

F-58

dealerAccess Inc.

Consolidated Balance Sheet

As of October 31, 2003

	$
ASSETS
Current assets
Cash		19,977
Trade accounts receivable		284,560
Other receivables		158,807
Income taxes recoverable		5,136
Due from related parties (note 10)		113,444
Prepaid expenses		8,632
		590,556
Property, plant and equipment — net (note 4)		170,486
Website development costs — net (note 5)		398,017
		1,159,059
LIABILITIES
Current liabilities
Bank indebtedness (note 6)		132,606
Bank indebtedness due to related party (notes 6 and 10)		1,894,370
Trade accounts payable		188,713
Accrued payroll costs		194,909
Accrued professional fees		136,029
Other accrued liabilities		221,943
Due to related parties (note 10)		88,807
		2,857,377
Deferred income taxes (note 11)		42,000
		2,899,377
Shareholder’s Deficiency
Capital stock
Issued and outstanding — 5,182 voting, common shares, par value of $0.01 per share (note 7)		52
Additional paid-in capital (note 8)		9,392,780
Cumulative other comprehensive loss		(166,645	)
Deficit		(10,966,505	)
		(1,740,318	)
		1,159,059
Commitments and contingencies (note 12)
Going concern (note 2)

See accompanying notes to the consolidated financial statements.

F-59

dealerAccess Inc.

Consolidated Statement of Shareholder’s Deficiency

For the Year Ended October 31, 2003

					Cumulative
			Additional		Other
	Capital		Paid in		Comprehensive
	Stock		Capital		Loss			Deficit			Total
	$		$		$			$			$
Balance — Beginning of year		52		7,893,668		(53,814	)		(6,753,313	)		1,086,593
Loss for the year									(4,213,192	)		(4,213,192	)
Foreign currency translation						(112,831	)					(112,831	)
Comprehensive net loss												(4,326,023	)
Additional paid-in capital (note 8)				1,499,112								1,499,112
Balance — End of year		52		9,392,780		(166,645	)		(10,966,505	)		(1,740,318	)
Going concern (note 2)

See accompanying notes to the consolidated financial statements.

F-60

dealerAccess Inc.

Consolidated Statement of Operations

For the Year Ended October 31, 2003

	$
Revenues
Fees from third parties		668,349
Fees from related parties (note 10)		1,791,515
Interest		12,767
		2,472,631
Expenses
Amortization		564,951
Portal operations		1,109,936
Salaries and benefits		2,331,010
Management fees (note 10)		239,949
Travel and automobile (note 10)		359,373
Advertising and promotions		95,003
Professional fees		152,095
Office and administrative (note 10)		249,623
Interest and bank charges (note 10)		101,281
Writedown of website development costs (note 5)		1,551,032
Foreign exchange gain		(140,257	)
Other		23,003
		6,636,999
Loss before income taxes		(4,164,368	)
Provision for income taxes (note 11)
Current		6,824
Deferred		42,000
		48,824
Loss for the year		(4,213,192	)
Going concern (note 2)

See accompanying notes to the consolidated financial statements.

F-61

dealerAccess Inc.

Consolidated Statement of Cash Flows

For the Year Ended October 31, 2003

		$
Cash provided by (used in)
Operating activities
Loss for the year			(4,213,192	)
	Add (deduct): Items not affecting cash
	Amortization		564,951
	Writedown of website development costs		1,551,032
	Loss on disposal of property, plant and equipment		13,276
	Unrealized foreign exchange gain		(139,511	)
	Deferred income taxes		42,000
Changes in non-cash working capital balances
	Trade accounts receivable		(279,826	)
	Other receivables		(32,400	)
	Income taxes recoverable		(8,413	)
	Due from related parties		349,028
	Prepaid expenses		3,674
	Trade accounts payable		(177,456	)
	Accrued payroll costs		(61,080	)
	Accrued professional fees		58,634
	Other accrued liabilities		88,216
	Due to related parties		(149,095	)
			(2,390,162	)
Investing activities
Purchase of property, plant and equipment			(119,114	)
Increase in website development costs			(52,598	)
			(171,712	)
Financing activities
Bank indebtedness repayments			(324,793	)
Additional paid-in capital			1,499,112
			1,174,319
Effect of exchange rate changes on cash			154,505
Net decrease in cash during the year			(1,233,050	)
Cash — Beginning of year			1,253,027
Cash — End of year			19,977
Supplementary information
Income taxes paid			11,915
Interest paid			97,821
Going concern (note 2)

See accompanying notes to the consolidated financial statements.

F-62

dealerAccess Inc.

Notes to Consolidated Financial Statements

1 Nature of operations

      dealerAccess Inc. is a wholly owned subsidiary of Bank of Montreal.

      dealerAccess Inc. provides a web-based portal that connects multiple financial institutions, providing financing products, to a network of automotive vehicle dealerships and their customers. Fees for web-based portal transactions are paid by the financial institutions.

2 Going concern

      These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and discharge of obligations in the normal course of business as they come due. No adjustments have been made to assets or liabilities in these consolidated financial statements should the company not be able to continue normal business operations.

      The company’s continuance as a going concern is dependent on obtaining adequate resources through external funding or profitable operations. In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and these differences could be material.

      The company has reported successive annual operating losses since inception, resulting in a deficit of $10,966,505 as of October 31, 2003. While management has a plan to increase the volume of web-based portal transactions that it believes will allow the company to achieve profitability and cash flow positive operations and to secure additional external funding (notes 14(b) and (d)), the outcome of these initiatives is uncertain. This condition casts significant doubt as to the ability of the company to continue in business and meet its obligations as they come due. Should the company be unable to continue as a going concern, assets and liabilities would require restatement on a liquidation basis, which would differ materially from the going concern basis.

3 Summary of significant accounting policies

      These consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States. The more significant policies are as follows:

Basis of consolidation

      These consolidated financial statements include the accounts of dealerAccess Inc., incorporated under the laws of Delaware, United States, and its wholly owned subsidiary, dealerAccess Canada Inc., incorporated under the laws of the Province of Ontario, Canada. The consolidated entity is referred to herein as the company. These consolidated financial statements are expressed in U.S. dollars unless otherwise noted.

Foreign currency translation

      The parent company’s functional currency is the U.S. dollar. Foreign denominated non-monetary assets, liabilities and operating items of the company are measured in U.S. dollars at the exchange rate prevailing at the respective transaction dates. Monetary assets and liabilities denominated in foreign currencies are measured at exchange rates prevailing on the consolidated balance sheet date.

      The functional currency of the company’s Canadian subsidiary is the Canadian dollar. Accordingly, the Canadian subsidiary’s assets and liabilities are translated into U.S. dollars using the rate of exchange in effect on the consolidated balance sheet date, whereas its revenues, expenses, gains and losses are translated at the average rate of exchange in effect throughout the reporting period. The resulting translation adjustments are included as a separate component of comprehensive loss within shareholder’s deficiency in the accompanying consolidated financial statements.

F-63

dealerAccess Inc.

Notes to Consolidated Financial Statements — (Continued)

Use of estimates

      The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience, where applicable, and other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from those estimates under different assumptions or conditions. Significant estimates that are susceptible to changes in the near term relate to the economic useful lives and impairment of long-lived assets.

Financial instruments

      The fair values of cash, trade accounts receivable, other receivables, bank indebtedness, trade accounts payable and accrued liabilities and due from and to related parties approximate their recorded amounts because of the short period to receipt and payment of cash, respectively.

Cash

      Cash for cash flow purposes consists of cash on deposit with Canadian commercial banks.

Revenue recognition

      The company complies with Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition,” and related guidance. SAB No. 104 provides guidance regarding the recognition, presentation and disclosure of revenue in financial statements filed with the Securities and Exchange Commission.

      Fees for web-based portal transactions and development activities are recognized as services are performed provided that reasonable assurance regarding the measurement of the consideration that will be derived from rendering these services exists and that, at the time of performance, ultimate collection is reasonably assured.

Trade accounts receivable

      The company extends credit to its customers based on an evaluation of each customer’s financial condition and, generally, collateral is not required. Trade accounts receivable are due within 30 days and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts receivable outstanding longer than contractual payment terms are considered past due. The company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the company’s previous loss history, the customer’s current ability to pay its obligation to the company and the condition of the general economy and the industry as a whole. The company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the consolidated statement of operations.

Property, plant and equipment

      Property, plant and equipment are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the following terms:

Furniture and fixtures	10 years
Computer hardware and equipment	4 to 5 years
Computer software	2 to 3 years

F-64

dealerAccess Inc.

Notes to Consolidated Financial Statements — (Continued)

Website development costs

      The company accounts for website development costs under Statement of Position 98-1, “Accounting for the Cost of Computer Software Developed or Obtained for Internal Use,” and Emerging Issues Task Force 00-2, “Web Design Costs.” Internal and external website development costs associated with the preliminary project stage, including determination of the performance requirements, the required technology needed to achieve performance and exploring alternative means of achieving specified performance requirements are expensed. Once the preliminary stage is completed, and management commits to funding, it is probable that the project will be completed and the software will be used for its intended function, direct costs of materials and services consumed in the development or obtaining of internal use software is capitalized, including payroll and payroll-related costs for employees who are directly associated with and who devote time to the project. Website maintenance costs are expensed as incurred.

Impairment of long-lived assets

      The company reviews its long-lived assets for possible impairment when events or circumstances indicate that the carrying value of the assets may not be recoverable. Assumptions and estimates used in the evaluation of impairment may affect the carrying value of long-lived assets, which could result in impairment charges in future periods. If the total of the undiscounted future cash flows is less than the carrying value of the asset or asset group, an impairment loss, if any, is recognized as the difference between the estimated fair value and the carrying value of the asset or asset group. Such loss, if any, is included in operations in the period in which this determination is made.

Advertising and promotions

      Advertising and promotion costs are charged to expense in the year incurred.

Comprehensive income (loss)

      Under the Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income (Loss),” the company presents comprehensive income (loss), in addition to net income (loss) in the accounts. Comprehensive loss differs from net loss as a result of foreign currency translation adjustments. Cumulative other comprehensive income (loss) is presented in the consolidated statement of shareholder’s deficiency and is comprised of foreign currency translation effects.

Income taxes

      Income taxes are accounted for in accordance SFAS No. 109, “Accounting for Income Taxes.” Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities and are measured using the income tax rates and laws currently enacted. Valuation allowances are established, when necessary, to reduce deferred income tax assets to an amount that is expected more likely than not to be realized.

Stock-based compensation plan

      The company applies SFAS No. 123, “Accounting for Stock-Based Compensation,” together with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” as permitted under SFAS No. 123, in accounting for its stock option plan. Accordingly, the company uses the intrinsic value method to measure the costs associated with the granting of stock options to employees and this cost is accounted for as compensation expense in the consolidated statement of operations over the option vesting period. In accordance with SFAS No. 123, the company discloses the fair values of stock options issued to employees. Fair values of stock options are determined using the Black-Scholes option-pricing model.

F-65

dealerAccess Inc.

Notes to Consolidated Financial Statements — (Continued)

4 Property, plant and equipment

			Accumulated
	Cost		Amortization		Net
	$		$		$
Furniture and fixtures		4,496		262		4,234
Computer hardware and equipment		229,713		87,315		142,398
Computer software		46,723		22,869		23,854
		280,932		110,446		170,486

      The amount of amortization expense for 2003 related to property, plant and equipment totalled $54,862.

5 Capitalized website development costs

			Accumulated
	Cost		Amortization		Net
	$		$		$
Web-based portal		1,998,558		1,600,541		398,017

      In July 2003, the company began development on its next-generation web-based portal. At that time, the remaining useful life of the current web-based portal was determined to be 12 months and the website development costs were written down by $1,551,032.

      The amount of website development costs capitalized during the year related exclusively to the next-generation web-based portal totalled $52,598.

      The amount of amortization expense for 2003 related to the current web-based portal totalled $510,089. No amounts were amortized during the year for the next-generation web-based portal since this amount was not available for use.

      Based on the remaining useful life of the current web-based portal, the asset will be fully amortized during 2004. The amount of amortization expense anticipated for 2004 for the current web-based portal is $345,419.

6 Bank indebtedness

      In November 2001, the company entered into a demand revolving credit facility of CA$2,500,000 with Bank of Montreal, its parent company (notes 10 and 14(b)(i)), and a demand reducing credit facility of CA$625,000, both of which were collateralized by a general security agreement covering all assets. The credit facilities also contained certain restrictions and covenants.

      Both facilities bore interest at the Canadian prime lending rate. The effective interest rate for the year ended October 31, 2003 was 4.70%.

7 Capital stock

a)     Authorized

      An unlimited number of voting, common shares, par value of $0.01 per share

      An unlimited number of non-voting, common shares, par value of $0.01 per share

F-66

dealerAccess Inc.

Notes to Consolidated Financial Statements — (Continued)

b) Issued and outstanding

	Number of Shares		$
Common shares (note 14(c))
Balance — Beginning of year		5,182		52
Shares issued during the year		—		—
Shares redeemed during the year		—		—
Balance — End of year		5,182		52

8 Additional paid-in capital

      During the year, the company received additional funding for working capital purposes totalling $1,499,112 from its parent company, Bank of Montreal. No additional shares were issued to the parent company and, accordingly, the amount was accounted for as additional paid-in capital.

9 Stock-based compensation plan

      On March 28, 2001, the company granted options to certain executives to purchase 92,361 non-voting, common shares which were exercisable at CA$25.00 per share at various dates ending in March 2008.

      During the year ended October 31, 2002, the company granted options to certain executives to purchase 55,000 non-voting, common shares, which were exercisable at CA$3.25 per share at various dates ending in August 2009.

      During the year ended October 31, 2002, 71,363 options expired or were cancelled.

      In January 2003, the company cancelled 20,998 options. In addition, in October 2003, the company agreed to repurchase the remaining 55,000 options for $35,425 and the stock option plan was terminated.

      Stock options to employees are summarized as follows:

					Number of			Weighted Average
		Number of			Options			Exercise Price
		Options			Exercisable			CA$
Granted to employees
	Balance at October 31, 2002		75,998			6,929			9.26
	Cancelled during the year		(55,000	)		—			3.25
	Expired during the year		(6,929	)		(6,929	)		25.00
	Forfeited during the year		(14,069	)		—			25.00
	Balance at October 31, 2003		—			—			—

      For disclosure purposes, the fair value of each stock option granted to employees was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for stock options granted in prior years: $nil annual dividends; expected volatility of 40% in 2002 (2001 — minimal); risk-free interest rate of 4.80% in 2002 (2001 — 5.10%) and expected life of three years.

      The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the company’s stock option plan has characteristics significantly different from those of traded options, and because a change in the subjective input assumptions can materially affect the fair value estimate, the existing

F-67

dealerAccess Inc.

Notes to Consolidated Financial Statements — (Continued)

models do not necessarily provide a reliable single measure of the fair value of the company’s employee stock options.

      The following table illustrates the effect on loss for the year as if the company had applied the fair value recognition provisions of SFAS No. 123 to the stock-based employee compensation:

	$
Loss for the year, as reported		(4,213,192	)
Add: Stock-based employee compensation expense included in reported loss for the year		35,425
Deduct: Stock-based employee compensation expense determined under fair value based method for all awards		(25,844	)
Pro forma loss for the year		(4,203,611	)

10 Related party transactions

      The company provides web-based portal and related services to its parent company, Bank of Montreal ($689,053), and its affiliate, financiaLinx Corporation ($1,102,462).

      Bank of Montreal has provided the demand revolving credit facility (note 6), resulting in interest paid to Bank of Montreal ($81,209). In addition, beginning in April 2003, the company became an additional insured under Bank of Montreal’s general insurance policy at no cost. Bank of Montreal has also provided management services to the company ($64,689).

      financiaLinx Corporation has provided the company with vehicle rentals, rental of furnished offices and related office services, and rental of computer hardware and other electronic equipment ($198,017).

      The transactions with related parties are considered to have taken place in the normal course of business and, therefore, have been measured at amounts representing arm’s-length transactions.

      The amounts due from related parties as of October 31, 2003 are as follows:

	$
financiaLinx Corporation		25,487
Bank of Montreal		87,957
		113,444

      The amounts due to related parties as of October 31, 2003 are as follows:

	$
financiaLinx Corporation		43,403
Bank of Montreal		45,404
		88,807

      The amounts due to and from related parties are due on demand and are unsecured and non-interest-bearing.

F-68

dealerAccess Inc.

Notes to Consolidated Financial Statements — (Continued)

11 Income taxes

      The tax effect of significant temporary items comprising the company’s deferred income taxes as of October 31, 2003 is as follows:

		$
Long-term deferred income tax assets
	Operating loss carry-forwards		2,018,000
	Research and development costs pool carry-forwards		532,000
	Investment tax credit carry-forwards — net of related income tax liability		294,000
	Excess of income tax basis over book value of property, plant and equipment and software development costs		649,000
			3,493,000
Long-term deferred income tax liabilities
	Gains not currently taxable		(58,000	)
Net long-term deferred income tax assets			3,435,000
Less: Valuation allowance			3,477,000
Deferred income taxes			(42,000	)

      The provision for income taxes included in the consolidated statement of operations differs from the statutory income tax rate as follows:

	$
Loss before income taxes		(4,164,368	)
Statutory income tax rate		38.58	%
Income tax recovery based on statutory income tax rate		(1,606,613	)
Large corporations tax		5,122
Investments tax credits		(9,890	)
Tax effect of non-deductible and other items		10,211
Tax effect of jurisdictional rate differences		358,789
Change in valuation allowance		1,291,205
		48,824
Current		6,824
Deferred		42,000
Provision for income taxes		48,824

F-69

dealerAccess Inc.

Notes to Consolidated Financial Statements — (Continued)

      As of October 31, 2003, the company has Canadian non-capital loss carry-forwards totalling approximately $6,560,000, expiring in varying amounts from 2006 to 2009, and U.S. net operating losses totalling approximately $42,000 expiring in 2009 available to offset future taxable income as follows:

		$		Expiry
Year of origin
	December 6, 2001		2,558,000		2006
	April 30, 2002		26,000		2007
	October 31, 2002		1,662,000		2008
	October 31, 2003		2,356,000		2009
			6,602,000

      In addition, the company has Canadian federal investment tax credits totalling approximately $378,000, expiring in varying amounts from 2009 to 2012, available to reduce future Canadian federal income taxes payable as follows:

		$		Expiry
Year of origin
	December 6, 2001		251,000		2009
	April 30, 2002		117,000		2010
	October 31, 2002		—		2011
	October 31, 2003		10,000		2012
			378,000

      The company has scientific research and experimental development expenditure and property, plant and equipment tax pools totalling approximately $3,795,000 available to offset future taxable income and not subject to expiry.

      Subsequent to October 31, 2003, the government of the Province of Ontario enacted legislation which reversed planned reductions in income tax rates applicable to future periods. As a result, the company’s total long-term deferred income tax asset will increase by approximately $451,000.

12 Commitments and contingencies

a)     Automobile leases

      As of October 31, 2003, the company had minimum annual commitments for operating automobile leases as follows:

	$
2004		22,701
2005		17,181
2006		3,312
Thereafter		—
		43,194

F-70

dealerAccess Inc.

Notes to Consolidated Financial Statements — (Continued)

b)     Legal dispute

      The company was party to a software development agreement with a third party developer. Pursuant to the agreement, the third party developer: (i) licensed certain rights in and to its intellectual property; (ii) was engaged to perform certain software development activities; and (iii) had right of first refusal to provide additional services.

      In March 2003, the company notified the third party developer of the company’s intention to terminate the software development agreement pursuant to the terms of the agreement.

      Upon receiving the termination notice, the third party developer advanced claims against the company for monies supposedly owed related to software development activities and additional services in the amount of $1,767,089, plus interest and all taxes. In addition, until such amounts are paid, the third party developer is claiming that the company has no rights to the use of the company’s licensed intellectual property.

      In management’s opinion, all amounts owing to the third party developer under the software development agreement were paid and, as such, the company owns all intellectual property rights in and to the software developed by the third party developer. In addition, management believes that the company has all licensed rights in and to the intellectual property of the third party developer, pursuant to the software development agreement.

      Settlement, if any, concerning this contingency will be recorded in the consolidated statement of operations in the year in which the settlement occurs.

c)     Retail sales tax

      The Ontario Ministry of Finance (the Ministry) has conducted a retail sales tax field audit on the company’s financial records for the period from March 1, 2001 through to May 31, 2003. A preliminary assessment totalling approximately $148,000, plus interest and penalties from the taxing authority, has been submitted to the company indicating unpaid Ontario retail sales tax. Management has undertaken a review of the Ministry’s preliminary assessment and believes that no amounts of Ontario retail sales tax are unpaid.

      Settlement, if any, concerning this contingency will be recorded in the consolidated statement of operations in the year in which the settlement occurs.

13 Segment information

      The company operates in one industry segment: financial services technology solutions for financial institutions, providing financing products, to a network of automotive vehicle dealerships and their customers.

      The company operates in one geographic segment: Canada.

      Approximately 73% of the company’s total fees during 2003 was derived from its related parties, Bank of Montreal and financiaLinx Corporation. In addition, one other customer comprised approximately 20% of the company’s total revenue during 2003.

14 Subsequent events

a)     Increase in bank indebtedness

      In November 2003, the company obtained an increase in its demand revolving credit facility with Bank of Montreal, its parent company, from CA$2,500,000 to CA$3,000,000 and subsequently fully utilized the increased facility.

F-71

dealerAccess Inc.

Notes to Consolidated Financial Statements — (Continued)

b)     Capital stock purchase

      On January 1, 2004, DealerTrack Holdings, Inc. acquired 100% of the issued and outstanding capital stock of dealerAccess Inc. The purchase price totalled $3,106,288, including legal fees of $221,373.

      The purchase will be accounted for by using push-down accounting with the excess of the purchase price over the fair value of the net assets acquired being treated as goodwill. The purchase price allocation is estimated as follows:

	$
Net tangible assets acquired		383,411
Intangible assets acquired		1,976,942
Goodwill		745,935
		3,106,288

      As part of the closing, the following occurred:

      i) As of December 31, 2003, the demand revolving credit facility (CA$3,000,000) and the demand reducing credit facility (CA$100,000) were repaid in full by the company and these facilities were terminated. The funds required to repay the demand revolving credit facility were advanced by DealerTrack Holdings, Inc. as part of the purchase price and treated as additional paid-in capital. The funds required to repay the demand reducing credit facility were also advanced by DealerTrack Holdings, Inc. and treated as a related party liability with no specific repayment terms.

      ii) The purchaser, DealerTrack Holdings, Inc., will be entitled to a purchase price adjustment, not to exceed $1,212,397, should certain portal transaction volume requirements over a three-year period not be met by Bank of Montreal, the selling shareholder, and financiaLinx Corporation, an affiliate of both the company and Bank of Montreal. The purchase price adjustment, if any, will be recorded in the consolidated balance sheet as a reduction to goodwill in the year in which the amount is determined.

      iii) The seller, Bank of Montreal, indemnified the acquirer, DealerTrack Holdings, Inc., for those contingencies identified in notes 12(b) and (c).

c)     Reverse stock split

      On January 1, 2004, a reverse stock split (1 common share for every 193 common shares issued and outstanding) was approved by the company’s board of directors, resulting in 5,182 issued and outstanding common shares.

d)     Additional funding

      The company received additional funds in the amount of $825,000 from its new parent company, DealerTrack Holdings, Inc.: $400,000 in January 2004; $275,000 in April 2004; $150,000 in March 2005; and $100,000 in April 2005. These amounts are non-interest bearing and unsecured.

F-72

dealerAccess Inc.

Notes to Consolidated Financial Statements — (Continued)

e)     Office space lease

      In March 2004, the company entered into a four-year lease for office space commencing on May 1, 2004.

      The minimum annual commitments for the office lease are as follows:

	$
2004		32,488
2005		65,293
2006		65,356
2007		65,356
2008		32,678
Thereafter		—
		261,171

F-73

Report of Independent Auditors

To the Stockholders and Board of Directors of
LLDG Operating Company (the “Company”)

      In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders’ equity (deficit), and of cash flows present fairly, in all material respects, the financial position of LLDG Operating Company (formerly known as Lease Marketing, Ltd) and its subsidiaries at July 31, 2004 and December 31, 2003, and the results of their operations and their cash flows for the period from January 1, 2004 to July 31, 2004 and the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      As discussed in Note 3, the Company restated its retained earnings (accumulated deficit) at December 31, 2002, previously reported on by other auditors to correct the accounting for transfer of payment streams and to correct the prior accounting for certain acquisitions.

      As discussed in Note 1, on August 1, 2004, the Company sold substantially all of its assets and liabilities and ceased operations.

/s/ PricewaterhouseCoopers LLP

New York, New York

July 25, 2005

F-74

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Consolidated Balance Sheets

July 31, 2004 and December 31, 2003

		2004			2003
ASSETS
Cash and cash equivalents		$	8,830		$	61,502
Accounts receivable, net			267,302			956,568
Other current assets			173,208			278,715
	Total Current Assets		449,340			1,296,785
Property and equipment, net			909,478			1,125,480
Goodwill			3,925,461			3,925,461
Capitalized equipment costs, net			2,745,913			3,895,528
Software development costs, net			1,346,880			1,531,344
Other non-current assets, net			3,782,362			4,216,896
	Total Assets	$	13,159,434		$	15,991,494
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
Accounts payable		$	1,553,069		$	2,256,825
Accrued liabilities			4,619,209			2,519,644
Short term debt			1,650,000			1,800,000
Finance contracts payable — current portion			23,347,266			26,746,241
	Total Current Liabilities		31,169,544			33,322,710
Due to stockholders			2,095,000			1,425,000
Customer security deposits			4,041,151			3,320,856
Finance contracts payable less current portion			16,997,594			19,800,761
	Total Liabilities		54,303,289			57,869,327
Common stock — 1,000 shares of common stock issued and outstanding at no par value at July 31, 2004 and December 31, 2003			101,000			101,000
Accumulated deficit			(41,244,855	)		(41,978,833	)
	Total stockholders equity (deficit)		(41,143,855	)		(41,877,833	)
	Total Liabilities and Stockholders Equity (deficit)	$	13,159,434		$	15,991,494

The accompanying notes are an integral part of the financial statements.

F-75

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Consolidated Statements of Operations

For the seven month period ended July 31, 2004 and the year ended December 31, 2003

		2004			2003
Net Sales		$	18,509,234		$	40,219,513
Cost of sales			(2,633,990	)		(5,626,005	)
Gross profit			15,875,244			34,593,508
Operating expenses
Selling and administrative expenses			(11,618,702	)		(28,423,968	)
Related party service fees			(412,500	)		(1,296,039	)
Other expenses			(161,852	)		(64,530	)
	Total operating expenses		(12,193,054	)		(29,784,537	)
Interest expense, net			(2,948,212	)		(5,567,350	)
	Net income (loss)	$	733,978		$	(758,379	)

The accompanying notes are an integral part of the financial statements.

F-76

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Consolidated Statements of Stockholders’ Equity (Deficit) — Restated

For the seven month period ended July 31, 2004 and the year ended December 31, 2003

			Retained
	Common		Earnings
	Stock		(Deficit)			Total
Balance, December 31, 2002, as previously reported	$	101,000	$	596,295		$	697,295
Restatement				(41,816,749	)		(41,816,749	)
Balance, December 31, 2002 as restated				(41,220,454	)		(41,119,454	)
Net loss		—		(758,379	)		(758,379	)
Balance, December 31, 2003		101,000		(41,978,833	)		(41,877,833	)
Net income		—		733,978			733,978
Balance, July 31, 2004	$	101,000	$	(41,244,855	)	$	(41,143,855	)

The accompanying notes are an integral part of the financial statements.

F-77

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Consolidated Statements of Cash Flows

For the seven month period ended July 31, 2004 and the year ended December 31, 2003

				2004			2003
Cash flows from operating activities
Net income (loss)				$	733,978		$	(758,379	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
	Depreciation and amortization				556,582			1,086,687
	Imputed interest on finance contracts payable				2,774,392			5,505,694
	Provisions for receivables				(21,313	)		1,350,000
	Changes in operating assets and liabilities
		Decrease in accounts receivable			710,579			181,038
		Decrease (increase) in other current assets and other assets			632,307			299,223
		Decrease in capitalized equipment costs			1,149,615			1,333,013
		Increase (decrease) in accrued liabilities, and customer deposits			2,793,260			(2,268,793	)
		(Decrease) increase in accounts payable			(703,756	)		1,754,149
			Total adjustments		7,891,666			9,241,011
			Net cash provided by operating activities		8,625,644			8,482,632
Cash flows from investing activities
Payments for capitalized software development costs					(227,000	)		(1,172,000	)
Purchase of property and equipment					(21,382	)		(960	)
			Net cash used by investing activities		(248,382	)		(1,172,960	)
Cash flows from financing activities
Net (payments) borrowings under line of credit					(1,800,000	)		1,800,000
Advance from Dealertrack					1,650,000			—
Payments on capital leases					—			(77,095	)
(Decrease) in net borrowings from finance contracts payable					(8,949,934	)		(11,846,997	)
Change in amounts due to/from stockholders					670,000			1,525,000
			Net cash (used) by financing activities		(8,429,934	)		(8,599,092	)
			Net (decrease) in cash and cash equivalents		(52,672	)		(1,289,420	)
Cash and cash equivalents
Beginning of period					61,502			1,350,922
End of period				$	8,830		$	61,502
Supplemental disclosures of cash flow information
Cash paid for interest and income taxes for the period and year ended July 31 and December 31 respectively were
	Interest			$	173,820		$	63,659
	State income tax				4,670			30,009

The accompanying notes are an integral part of the financial statements.

F-78

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Notes to Consolidated Financial Statements

July 31, 2004 and December 31, 2003

1.  The Company and Basis of Presentation

      LLDG Operating Company was incorporated on September 12, 1988 in the State of Illinois. The Company’s primary business is the licensing of software, and the leasing of the computer equipment to run the software, to the automotive industry. The Company has a nationwide customer base in the United States.

      Effective August 4, 2004, the Company changed its name from Lease Marketing, Ltd to LLDG Operating Company.

      The consolidated financial statements present the Company as of and for the seven month period ended July 31, 2004 and the year ended December 31, 2003.

      The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss for the year ended December 31, 2003 of $758,379. As shown in the accompanying financial statements, the Company’s current liabilities exceeded its current assets by $30,720,204 and $32,025,925 at July 31, 2004 and December 31, 2003, respectively. The Company had a net stockholders’ deficit of $41,244,855 and $41,978,833 at July 31, 2004 and December 31, 2003, respectively.

      On August 1, 2004, the Company sold substantially all of its assets and liabilities for proceeds of $12.8 million. As a result of the sale, the financial statements have been prepared on the going concern basis.

2.  Summary of Significant Accounting Policies

Principles of Consolidation

      The consolidated financial statements include the accounts of LLDG Operating Company and its wholly-owned subsidiaries since their acquisition dates. The subsidiaries include LML Systems, Inc, a company whose primary business is also the licensing of leasing software to the automotive industry; Superior Programming, Inc, whose primary business is providing software related products to the automotive industry; Wizard Asset Acquisition, LLC, whose primary business is also providing software related products to the automotive industry, Lease Marketing, LLC, LML Stock Acquisition Co. and LML Asset Acquisition, LLC.

Cash and Cash Equivalents

      Cash and cash equivalents include all highly liquid debt instruments with original maturities of three months or less.

Allowance for uncollectible receivables

      An allowance for uncollectible trade receivables is recorded based on a combination of write-off history, ageing analysis, and any specific, known, troubled accounts.

Property and Equipment

      Property and Equipment is recorded at cost, less accumulated depreciation and depreciated using the straight-line method over the estimated useful lives of the asset as follows:

Leasehold improvements	Shorter of useful life or lease term
Computer equipment	3 years
Furniture and fixtures	7 – 10 years
Computer software	3 – 4 years

F-79

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Notes to Consolidated Financial Statements — (Continued)

July 31, 2004 and December 31, 2003

      Upon retirement or sale, the costs of the assets disposed of and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in current period results. Long-lived assets are reviewed for impairment when events or change in business circumstances indicate that carrying value may not be reasonable. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to their net carrying value. The amount of impairment loss, if any, will generally be measured by the difference between the net book value of the assets and the estimated fair value of the related assets.

Goodwill and Other Intangible Assets

      Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” whereby goodwill was no longer to be amortized, but instead was to be tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. The Company estimates fair value by considering a number of factors including assessing operating results, business plans, economic projections, anticipated future cash flows and market data.

Capitalized Equipment Costs

      The Company may supply computer equipment to customers as part of arrangements to operate its software. Such equipment is not specific to each customer and, accordingly, the equipment is accounted for as a service arrangement, rather than a leasing arrangement in accordance with Emerging Issues Task Force 01-08, “Determining Whether an Arrangement Contains a Lease”. The equipment provided is recorded at cost and depreciated, using the straight-line method, over the life of the arrangements.

      The carrying value of the equipment is disclosed net of accumulated depreciation.

Software Development Costs

      In accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed”, initial costs are charged to operations as research prior to the development of a detailed program design or a working model. Thereafter, the Company capitalizes the direct costs and allocated overhead associated with the development of software products. Costs incurred subsequent to the product release are charged to operations.

      Capitalized software development costs are amortized annually by the greater of the ratio of current revenues to the current and anticipated future gross revenues of the product or using the straight-line method over the remaining estimated economic life of the product, currently over the estimated product life of 3 – 4 years on a straight-line basis. Unamortized costs are carried at the lower of book value or net realizable value.

Revenue Recognition

      The Company’s revenue is derived primarily from the provision of fixed term software licenses to automobile dealerships and financial institutions. In addition, the Company may lease computer equipment necessary to run the Company’s software. The customer pays a single monthly fee which may include payment for the licensing of the software, supply of the equipment, installation of the equipment and updates of the software. The agreements are normally for 37 months, and require a security deposit at the inception of the agreement. In addition, customers are required to pay applicable taxes and maintain appropriate insurance on the equipment. Ownership of the software and equipment always remains with the Company. At the termination of the agreement, the software and equipment are returned to the Company.

F-80

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Notes to Consolidated Financial Statements — (Continued)

July 31, 2004 and December 31, 2003

      Software license arrangements include post contract customer support over the life of the arrangement. Revenue is recognized ratably over the life of the arrangement coincident with service delivery, net of the amortization of competitor buyout costs.

      The Company may supply computer equipment to customers as part of arrangements to operate its software. Such equipment is not specific to each customer and accordingly, the provision of equipment is accounted for as a service arrangement, rather than a leasing arrangement. Revenue from the provision of equipment is recognized ratably over the life of the arrangement.

      Subsequent to execution of the arrangement with the customer, the Company may transfer the rights to the payment streams under the leasing and licensing arrangement (collectively referred to as the “customer contract”) to financial institutions at a discount. Proceeds received by the Company upon the transfer are recorded as finance contracts payable.

Cost of sales

      The Company includes depreciation of capitalized equipment, amortization of installation costs and shipping fees as cost of sales.

Income Taxes

      The Company, with the consent of its stockholders, has elected under the Internal Revenue Code to be treated as an S corporation. In lieu of corporate income taxes, the stockholder of an S corporation is taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal income taxes has been included in these financial statements.

Fair Value of Financial Instruments

      The carrying value of the Company’s financial instruments which includes cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term nature of these instruments. The estimated fair values of the Company’s debt, including finance contracts payable, approximates its carrying value as of July 31, 2004 and December 31, 2003.

Use of Estimates

      The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Advertising

      Advertising costs are expensed as incurred. Advertising expense for the seven month period ended July 31, 2004 and year ended December 31, 2003 was $35,119 and $171,464, respectively.

Other Comprehensive Income

      The Company had no other comprehensive income for all periods reported.

F-81

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Notes to Consolidated Financial Statements — (Continued)

July 31, 2004 and December 31, 2003

3.  Restatement

      The Company’s retained earnings at December 31, 2002 were restated to correct the accounting related to the transfer of payment streams and also to correct the prior accounting for certain acquisitions.

Transfer of payment streams

      The Company transfers the rights to the payment streams of some of their customer contracts to financial institutions at a discount. Previously, the Company had recorded the proceeds of such transfers as revenue at the time of transfer, net of the estimated costs of servicing the arrangements. The estimated costs of servicing were deferred and recognized ratably over the life of the arrangement. The Company also previously recorded, upon the transfer of the payment streams, an expense for equipment, competitor buyout and installation costs associated with the payment streams transferred.

      The Company has since determined that the transfer of the rights to the payment streams should be recorded as collateralized borrowings and not as revenue. Proceeds previously received upon the transfer of the payment streams which were recorded as revenue were restated to record such amounts as finance contracts payable. An adjustment of approximately $53 million was recorded to retained earnings at December 31, 2002 to record, as finance contracts payable, the remaining principle and interest balance outstanding on that date. Deferred revenue of approximately $2 million related to payment streams previously transferred was also reversed through an adjustment to retained earnings at December 31, 2002.

      Costs previously written off were also capitalized to the extent service delivery over the life of the arrangement had not yet taken place. The costs of approximately $9 million will be amortized, using the straight-line method, over the life of the arrangements.

Purchase price allocation

      On May 29, 2000, the Company purchased substantially all of the assets of Superior Programming for $4.7 million. On January 3, 2001, the Company purchased substantially all of the assets of Diamond Technology for $1.3 million. The aggregate purchase price of $6 million for the acquisitions was allocated primarily to goodwill ($4.9 million) with the remaining amounts allocated to capitalized software ($1 million) and net tangible assets ($0.1 million).

      The Company has since determined that the prior year allocations did not comply with Accounting Principles Board Opinion No. 16, “Business Combinations” and subsequently SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets”. This resulted in an overstatement of goodwill and understatement of capitalized software as recorded by the Company at December 31, 2002. In preparing the 2003 financial statements, the Company corrected the errors made in the original allocation of the purchase price for the two acquisitions. The restated purchase price allocation resulted in capitalized software of $2.2 million, $3.7 million of goodwill and $0.1 million of net tangible assets.

F-82

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Notes to Consolidated Financial Statements — (Continued)

July 31, 2004 and December 31, 2003

      The following table presents the impact of the above adjustments on Retained Earnings (deficit) as of December 31, 2002:

Retained earnings, December 31, 2002 (as previously reported)			$	596,295
Prior period adjustments
	Transfer of payment streams
		Deferred revenue		2,498,406
		Capitalized equipment costs		5,228,541
		Capitalized competitor buyout costs		906,162
		Capitalized installation costs		3,059,463
		Finance contracts payable		(52,944,305	)
	Purchase price allocation
		Amortization of software development costs		(641,210	)
		Amortization of goodwill		76,194
Accumulated deficit, December 31, 2002 (as restated)			$	(41,220,454	)

4.  Concentrations of Credit Risk

      As discussed in Note 9, the Company transfers the payment streams to some of its customer contracts to financial institutions. Currently, the Company utilizes several financial institutions to fund agreements. Should the Company not be able to fund agreements with these investors, it could adversely impact the Company’s financial position.

      The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

5.  Accounts receivable

      Accounts receivable consists of the following:

	2004		2003
Trade receivables	$	259,737	$	365,138
Contracts in transit		7,565		394,428
Miscellaneous receivable		—		72,204
Due from affiliate		—		124,798
	$	267,302	$	956,568

      Trade receivables are net of allowances of $32,695 and $44,620 respectively as of July 31, 2004 and as of December 31, 2003.

F-83

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Notes to Consolidated Financial Statements — (Continued)

July 31, 2004 and December 31, 2003

6.  Property and Equipment and Software Development Costs

      Property and equipment, net, and software development costs, net, consisted of the following at July 31, 2004 and December 31, 2003:

	Estimated
	Useful Life
	(years)		2004			2003
Leasehold improvements		Shorter of useful life/lease term	$	537,130		$	537,130
Office equipment and furniture		7-10		1,113,195			1,114,273
Computer hardware and software		3-4		2,202,757			2,180,297
				3,853,082			3,831,700
Accumulated depreciation				(2,943,604	)		(2,706,220	)
Property and equipment, net			$	909,478		$	1,125,480
Software development costs		3-4	$	3,540,957		$	3,402,423
Accumulated amortization				(2,194,077	)		(1,871,079	)
Software development costs, net			$	1,346,880		$	1,531,344

      Depreciation expense was $237,384 for the seven month period ended July 31, 2004 and $486,036 for the year ended December 31, 2003. Amortization of software development costs was $304,576 for the seven month period ended July 31, 2004 and $575,652 for the year ended December 31, 2003.

7.  Capitalized equipment costs

      The net carrying value of equipment capitalized and provided under customer contracts was $2,745,913 and $3,895,528 as at July 31, 2004 and December 31, 2003 respectively. The depreciation in respect of the equipment used and provided to customers, and charged to cost of sales in each of these periods, was $1,483,884 and $3,075,931 respectively.

8.  Other non-current assets

      Other non-current assets consist of the following:

	Estimated
	Useful Life
	(Years)		2004			2003
Security deposits		—	$	29,887		$	64,167
Capitalized installation costs		life of customer contract		2,440,073			2,757,968
Capitalized buyout costs		life of customer contract		1,288,687			1,356,424
				3,758,647			4,178,559
Noncompete covenant		5		125,000			125,000
Accumulated amortization				(101,285	)		(86,663	)
Other non-current assets, net			$	3,782,362		$	4,216,896

      Amortization of non-compete covenants was $14,622 for the seven month period ended July 31, 2004 and $25,000 for the year ended December 31, 2003.

F-84

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Notes to Consolidated Financial Statements — (Continued)

July 31, 2004 and December 31, 2003

      Installation costs comprise internal and external costs incurred at the commencement of customer contracts for installation and training of the Company’s software. These costs are capitalized and amortized, using the straight-line method, over the life of the customer contracts.

      At times the Company will buy-out contracts which customers have with competitors. These costs are recognized as a liability on execution of a buyout agreement, capitalized and amortized, using the straight-line method, over the life of the customer arrangement.

9.  Accrued liabilities

      Accrued liabilities consist of the following:

	2004		2003
Accrued 401(k) withholdings and contribution	$	63,527	$	52,400
Accrued payroll and payroll taxes		250,069		369,762
Accrued buyout costs		1,679,124		341,141
Accrued health insurance costs		660,198		150,072
Customer overpayments		440,751		457,784
Accrued vacation		171,047		90,000
Accrued commissions		260,000		315,000
Customer prepayments		135,202		157,903
Acccrued other		959,291		585,582
	$	4,619,209	$	2,519,644

10.  Finance contracts payable

      The Company transfers the rights to the payment streams of some of its customer contracts to financial institutions at a discount. The Company retains full recourse for performance obligations under these arrangements and, as a result, accounts for the transfer as a secured borrowing. Proceeds received upon the transfer of the rights to the payment streams are recorded as finance contracts payable. The Company reduces each finance contract payable monthly as services are delivered and cash is remitted directly to the financial institutions. Discount rates range from 10.25% to 15%. The remaining terms of the finance contracts outstanding at July 31, 2004 range from 1 month to 60 months.

	2004			2003
Total finance contracts payable	$	40,344,860		$	46,547,002
Less: current portion		(23,347,266	)		(26,746,241	)
Finance contracts payable — non-current	$	16,997,594		$	19,800,761

F-85

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Notes to Consolidated Financial Statements — (Continued)

July 31, 2004 and December 31, 2003

      Future minimum payments due under customer contracts:

			Previously
			Transferred to
	Total Payment		Financial		Payments to Be
Period Ended July 31	Streams		Institutions		Received
2005	$	29,792,561	$	26,236,569	$	3,555,992
2006		13,746,741		11,698,592		2,048,149
2007		4,681,422		4,352,779		328,643
2008		599,671		593,091		6,580
2009		54,565		54,565		—
Thereafter		—		—		—
	$	48,874,960	$	42,935,596	$	5,939,364

11.  Short-term debt

      The Company maintained a line of credit agreement dated January 26, 2001 for a maximum of $3,500,000. On July 30, 2004 the Company terminated this line of credit agreement. The agreement bore interest at prime (4.00% at December 31, 2003). The Company had drawn $1,800,000 at December 31, 2003 upon this line of credit agreement, leaving $0 of unused line of credit available under the agreement.

      In 2004, Dealertrack Holdings advanced $1,650,000 of the purchase price for the assets and liabilities of the Company to fund working capital requirements prior to the effective date of purchase on August 1, 2004 on an interest-free basis. The advance has been classified as short-term debt within the balance sheet.

12.  Retirement Plan

      On October 1, 1995, the Company adopted a 401(k) profit sharing plan. The plan is available to all eligible employees who have attained the age of 21 and worked for the Company for 90 days. The employee may contribute to the plan up to the maximum amount allowed by the Internal Revenue Service. The Company matches 75% of the amount contributed by each employee; in applying the match, only salary deferrals up to $2,667 annually will be considered. The Company discontinued matching contributions for 2004. The Company’s retirement plan expense for the seven month period ended July 31, 2004 and year ended December 31, 2003 was $0 and $149,056, respectively.

13.  Related party transactions

      The Company rents training facilities from and pays for various expense items on behalf of a company related by common ownership. The following amounts are reflected on the financial statements from that company.

	2004		2003
Accounts receivable	$	—	$	124,798
Prepaid rent	$	—	$	—
Training expense	$	—	$	280,742

      The Company pays service fees to its stockholders for services provided. The expense incurred for the seven month period ended July 31, 2004 and year ended December 31, 2003 was $412,500 and $1,296,039 respectively.

F-86

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Notes to Consolidated Financial Statements — (Continued)

July 31, 2004 and December 31, 2003

      The Company received loans from its stockholders. These loans have no fixed repayment schedule and no set rate of interest due. The effective rate of interest applied was 7.6%.

      The amounts due under the above loans at July 31, 2004 and December 31, 2003 were $2,095,000 and $1,425,000 respectively. Interest expense for the seven month period ended July 31, 2004 and year ended December 31, 2003 was $105,000 and $0 respectively.

14.  Contingencies and Commitments

Contingencies

      The Company is also subject to various claims and legal proceedings covering a wide range of matters that may arise in the ordinary course of business. Specifically, the Company is subject to claims of $1,126,987 for alleged breach of contract and $238,150 for past due fees for services. No amount has been accrued as the Company believes an adverse outcome is currently neither probable, nor estimable.

      Management believes the resolutions of these and other claims and pending litigation will not have a material effect, individually or in the aggregate, to the financial position, results of operations and cash flows.

Lease agreements

As lessee

      The Company leases its administrative and product development offices under several operating leases dated from February, 1999 through September, 2001. The leases expire at various times between September, 2004 and January, 2014. The Company is also responsible for the payment of its proportionate share of leasehold operating expenses and taxes above certain base amounts.

      Future minimum lease payments under the above leases are as follows:

Period ended July 31
2005	$	427,070
2006		312,877
2007		303,802
2008		305,879
2009		273,629
Thereafter		1,181,431
	$	2,804,688

      The Company also leases office and transportation equipment under leases dated October, 1997 through April, 2001. The leases expire at various times, but no later than May, 2008.

F-87

LLDG OPERATING COMPANY (fka “Lease Marketing, Ltd.”)

Notes to Consolidated Financial Statements — (Continued)

July 31, 2004 and December 31, 2003

      Future minimum lease payments under the above leases are as follows:

Period ended July 31
2005	$	17,098
2006		19,307
2007		14,329
2008		4,997
2009		—
Thereafter		—
	$	55,731

      Rent expense under the aforementioned leases was approximately $448,459 and $1,139,365 for the seven month period ended July 31, 2004 and the year ended December 31 2003, respectively.

F-88

                                           Shares

Common Stock

Preliminary Prospectus

Joint Book-Running Managers

JPMorgan Lehman Brothers

Co-Lead Manager

Wachovia Securities

William Blair & Company SG Cowen & Co.

       Until                     , 2005 (the 25th day after the date of this prospectus), all dealers effecting transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to any unsold allotments or subscriptions. This prospectus may also be used by J.P. Morgan Securities Inc. and its affiliates in connection with offers and sales of the common stock in market-making transactions from the date of this prospectus until                     , 2005.

                    , 2005

Part II

Information Not Required In Prospectus

Item 13. Other Expenses of Issuance and Distribution.

      The actual and estimated expenses in connection with this offering, all of which will be borne by us, are as follows:

SEC registration fee		$	20,304
NASD filing fee			17,750
NASDAQ National Market filing fee			*
Accounting fees and expenses			*
Legal fees and expenses			*
Printing and engraving expenses			*
Blue sky fees and expenses			*
Transfer agent and registrar fees and expenses			*
Miscellaneous			*
	Total	$	*

*  To be completed by amendment

Item 14. Indemnification of Directors and Officers.

      We are incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation — a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, by-laws, disinterested director vote, stockholder vote, agreement, or otherwise.

      The Delaware General Corporation Law further authorizes a Delaware corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

      Our fifth amended and restated certificate of incorporation and amended and restated by-laws, which will take effect immediately prior to the completion of this offering, provide for the indemnification of our directors and officers to the fullest extent permitted under Delaware law. Acting pursuant to the foregoing, we have entered into agreements with each of our directors and officers to indemnify them to the fullest extent permitted by our restated certificate of incorporation, amended and restated by-laws and Delaware law.

      In addition, we have entered into indemnification agreements (the “Indemnification Agreements”) with some of our directors and officers. The Indemnification Agreements (i) confirm to officers and directors the indemnification provided to them in the Amended and Restated By-laws, (ii) provide officers and directors

II-1

with procedural protections in the event that they are sued in their capacity as director or officer and (iii) provide additional indemnification rights.

      We have purchased insurance on behalf of our respective directors and officers against certain liabilities that may be asserted against, or incurred by, such persons in their capacities as our directors or officers, or that may arise out of their status as our directors or officers, including liabilities under the federal and state securities laws.

Item 15. Recent Sales of Unregistered Securities.

      In the preceding three years, the registrant has sold and issued the following securities that were not registered under the Securities Act:

      1. On April 22, 2002, the registrant sold 2,119,851 shares of series C-1 preferred stock to GRP II, L.P., GRP II Partners, L.P. and GRP II Investors, L.P. for a purchase price of $3.5380 per share for total proceeds of $7,500,000.

      2. On December 4, 2002, the registrant sold 139,924 shares of series C-2 preferred stock to its management and directors for a purchase price of $3.5380 per share for total proceeds of $500,000.

      3. On March 19, 2003, in connection with the acquisition of Credit Online, Inc., the registrant issued 4,449,856 and 1,483,285 shares of series A-2 preferred stock and series C-3 preferred stock, respectively, in exchange for all of the outstanding capital stock of Credit Online, Inc.

      4. On May 26, 2005, we issued 87,000 shares of restricted stock to our directors, officers and certain employees.

      In addition, since January 1, 2002 we have granted 4,735,403 options to our directors, officers, employees, and an independent consultant. On various dates between January 1, 2002 and May 31, 2005, we sold 670,604 shares of our common stock to directors, officers, employees and an independent consultant pursuant to the exercise of options granted under our 2001 Stock Option Plan. The exercise prices per share ranged from $2.80 to $8.00, for aggregate consideration of $1,650,321.

      The share numbers and prices above have been adjusted to reflect the 1-for-8 reverse stock split of the registrant’s common stock effected on March 19, 2003.

      The sales and issuances of securities in the transactions described in items 1, 2 and 3 above were determined to be exempt from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder as transactions by an issuer not involving a public offering. The sales and issuances of securities listed above in item 4 and the stock options granted since January 1, 2002 were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 promulgated under Section 3(b) of the Securities Act as transactions pursuant to compensatory benefit plans and contracts relating to compensation. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. All recipients either received adequate information about us or had access, through employment or other relationships, to such information. There were no underwriters employed in connection with any of the transactions set forth in this Item 15 other than Robertson Stephens, Inc. in connection with Item 1 above. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

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Item 16. Exhibits and Financial Data Schedules.

      (A) Exhibits. The following exhibits are included herein or incorporated herein by reference:

Number			Description
	1	.1*	Form of Underwriting Agreement.
	3	.1	Fourth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc. as filed on March 19, 2003.
	3	.2*	Form of Fifth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc.
	3	.3	By-laws of DealerTrack Holdings, Inc.
	3	.4*	Form of Amended and Restated By-laws of DealerTrack Holdings, Inc.
	4	.1	Fourth Amended and Restated Stockholders’ Agreement, dated as of March 19, 2003, among DealerTrack Holdings, Inc., its subsidiaries and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.2	Amendment No. 1 to the Fourth Amended and Restated Stockholders’ Agreement, dated as of May 26, 2005, among DealerTrack Holdings, Inc. and its subsidiaries and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.3	Fourth Amended and Restated Registration Rights Agreement, dated as of March 19, 2003, among DealerTrack Holdings, Inc. and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.4*	Form of Certificate of Common Stock.
	5	.1	Opinion of Latham & Watkins LLP regarding the validity of the common stock.
	10	.1	Credit Agreement, dated as of April 15, 2005, by and among DealerTrack, Inc., DealerTrack Holdings, Inc., certain subsidiaries of DealerTrack Holdings, Inc., J.P. Morgan Securities Inc. and Lehman Brothers Inc., as joint bookrunners, J.P. Morgan Securities Inc., Lehman Brothers Inc. and Wachovia Securities Inc., as arrangers, JPMorgan Chase Bank, N.A., as administrative agent and letter of credit issuing bank, Lehman Commercial Paper Inc., as syndication agent, and Wachovia Bank, National Association, as documentation agent.
	10	.2	Guarantee and Security Agreement, dated as of April 15, 2005, by and among DealerTrack, Inc., DealerTrack Holdings, Inc., certain subsidiaries of DealerTrack Holdings, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
	10	.3*	Transition Services Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., Credit Online, Inc., DealerTrack, Inc., First American Credit Management Solutions, Inc. and First American Real Estate Solutions, LLC.
	10	.4*	Joint Marketing Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First American Real Estate Solutions, LLC.
	10	.5*	First Amendment to the Joint Marketing Agreement by and among DealerTrack Holdings, Inc., DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First American Real Estate Solutions, LLC, dated as of December 1, 2004.
	10	.6*	Agreement between DealerTrack, Inc. and CreditReportPlus, LLC, dated as of December 1, 2004.
	10	.7*	Application Service Provider Contract, dated as of April 15, 2005, between First American Credit Management Solutions, Inc. and DealerTrack, Inc.
	10	.8*	Master Agreement for Consulting Services, dated as of February 1, 2001, between DealerTrack, Inc. and Chase Manhattan Automotive Finance Corporation.
	10	.9*	Non-Competition Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., Credit Online, Inc., First American Credit Management Solutions, Inc. and The First American Corporation.
	10	.10*	License Agreement, made and entered into as of February 1, 2001, by and between The Chase Manhattan Bank and J.P. Morgan Partners (23A SBIC Manager), Inc.
	10	.11*	Stock Subscription and Exchange Agreement, dated as of February 1, 2001, by and between DealerTrack.com, Inc. and J.P. Morgan Partners (23A SBIC), LLC.

II-3

Number			Description
	10	.12*	Asset Purchase Agreement, dated as of July 30, 2004, by and among webalg, inc., Wizard Asset Acquisition LLC, LML Asset Acquisition, LLC, LML Systems, Inc., Lease Marketing, Ltd., Mark Simmons, the trust created under the Mark Simmons Declaration of Trust dated October 22, 2002 and Karen Dillon.
	10	.13*	Stock Purchase Agreement, dated as of December 31, 2003, by and between DealerTrack Holdings, Inc. and Bank of Montreal.
	10	.14*	Asset Purchase Agreement, dated as of May 25, 2005, by and among Santa Acquisition Corporation, Automotive Lease Guide (alg), LLC, Automotive Lease Guide (alg) Canada, Inc., Douglas W. Aiken, John A. Blair and Raj Sundaram.
	10	.15	Employment Agreement, dated as of May 26, 2005, by and between Mark F. O’Neil and DealerTrack Holdings, Inc.
	10	.16	Employment Agreement, dated as of May 26, 2005, by and between Robert J. Cox III and DealerTrack Holdings, Inc.
	10	.17	Employment Agreement, dated as of May 26, 2005, by and between Charles J. Giglia and DealerTrack, Inc.
	10	.18	Employment Agreement, dated as of May 26, 2005, by and between Eric D. Jacobs and DealerTrack Holdings, Inc.
	10	.19	Employment Agreement, dated as of May 26, 2005, by and between Vincent Passione and DealerTrack, Inc.
	10	.20	2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of August 10, 2001.
	10	.21	First Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of December 28, 2001.
	10	.22	Second Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of March 19, 2003.
	10	.23	Third Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of January 30, 2004.
	10	.24	2005 Incentive Award Plan, effective as of May 26, 2005.
	10	.25	Senior Executive Incentive Bonus Plan, effective as of May 26, 2005.
	10	.26	Stock Ownership and Retention Program, adopted May 26, 2005 and effective upon completion of this offering.
	10	.27	Employee Stock Purchase Plan, adopted May 26, 2005.
	10	.28	Directors’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.29	Employees’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.30	401(k) Plan, effective as of January 1, 2001, as amended.
	10	.31*	Lender Agreement, dated as of December 19, 2000, between AmeriCredit Financial Services, Inc. and DealerTrack.com, Inc., as amended as of December 28, 2001, October 24, 2002 and April 1, 2004.
	10	.32*	Lender Agreement, dated as of February 1, 2001, between Chase Manhattan Automotive Finance Corporation and DealerTrack.com, Inc., as amended as of December 28, 2001, May 10, 2002 and October 24, 2002.
	10	.33*	Lender Agreement, dated as of April 13, 2001, between WFS Financial, Inc. and DealerTrack.com, Inc., as amended as of December 28, 2001 and October 24, 2002.
	10	.34*	Lender Agreement, dated as of August 31, 2001, between Wells Fargo & Company and Dealer Track.com, Inc., as amended as of December 28, 2001, October 24, 2002 and May 7, 2003.
	10	.35*	Lender Agreement, dated as of September 26, 2001, between Capital One Auto Finance and DealerTrack.com, Inc., as amended as of December 28, 2001, October 24, 2002, and June 25, 2004.
	10	.36*	Lease Agreement, dated as of August 5, 2004, between i. Park Lake Success, LLC and DealerTrack, Inc.
	14	.1*	Code of Business Conduct and Ethics.

II-4

Number			Description
	21	.1	List of Subsidiaries.
	23	.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1).
	23	.2	Consent of PricewaterhouseCoopers LLP.
	23	.3	Consent of PricewaterhouseCoopers LLP.
	23	.4	Consent of KPMG LLP.
	23	.5	Consent of PricewaterhouseCoopers LLP.
	23	.6	Consent of PricewaterhouseCoopers LLP.
	24	.1	Powers of Attorney (included in the signature pages to this Registration Statement).

*  To be filed by amendment.

      (B) Financial Statement Schedules

Item 17. Undertakings

      The undersigned registrant hereby undertakes:

      (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

      (2) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-5

Signatures

      Pursuant to the requirements of the Securities Act of 1933, DealerTrack Holdings, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Success, State of New York, on July 27, 2005.

DEALERTRACK HOLDINGS, INC.

By:  /s/ Mark F. O’Neil

Mark F. O’Neil

Chairman of the Board, President and

Chief Executive Officer

      Each of the undersigned directors and officers of DealerTrack Holdings, Inc. hereby constitutes and appoints Mark F. O’Neil and Robert J. Cox III and each of them with full power to act without the other and with full power of substitution and resubstitution, his or her true and lawful attorneys-in-fact with full power to execute in his or her name and behalf in the capacities indicated below this Registration Statement on Form S-1 and any and all amendments thereto, including post-effective amendments to this Registration Statement and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratifies and confirms that all such attorneys-in-fact, or any of them, or their substitutes shall lawfully do or cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/ Mark F. O’Neil Mark F. O’Neil	Chairman of the Board, President and Chief Executive Officer (principal executive officer)	July 27, 2005
/s/ Robert J. Cox III Robert J. Cox III	Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)	July 27, 2005
/s/ Daniel E. Berce Daniel E. Berce	Director	July 27, 2005
/s/ Steven J. Dietz Steven J. Dietz	Director	July 27, 2005
/s/ Thomas R. Gibson Thomas R. Gibson	Director	July 27, 2005
/s/ Mary Cirillo-Goldberg Mary Cirillo-Goldberg	Director	July 27, 2005
/s/ James David Power III James David Power III	Director	July 27, 2005
/s/ Howard L. Tischler Howard L. Tischler	Director	July 27, 2005

II-6

EXHIBIT INDEX

Number			Description
	1	.1*	Form of Underwriting Agreement.
	3	.1	Fourth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc. as filed on March 19, 2003.
	3	.2*	Form of Fifth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc.
	3	.3	By-laws of DealerTrack Holdings, Inc.
	3	.4*	Form of Amended and Restated By-laws of DealerTrack Holdings, Inc.
	4	.1	Fourth Amended and Restated Stockholders’ Agreement, dated as of March 19, 2003, among DealerTrack Holdings, Inc., its subsidiaries and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.2	Amendment No. 1 to the Fourth Amended and Restated Stockholders’ Agreement, dated as of May 26, 2005, among DealerTrack Holdings, Inc., and its subsidiaries and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.3	Fourth Amended and Restated Registration Rights Agreement, dated as of March 19, 2003, among DealerTrack Holdings, Inc., and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.4*	Form of Certificate of Common Stock.
	5	.1	Opinion of Latham & Watkins LLP regarding the validity of the common stock.
	10	.1	Credit Agreement, dated as of April 15, 2005, by and among DealerTrack, Inc., DealerTrack Holdings, Inc., certain subsidiaries of DealerTrack Holdings, Inc., J.P. Morgan Securities Inc. and Lehman Brothers Inc., as joint bookrunners, J.P. Morgan Securities Inc., Lehman Brothers Inc. and Wachovia Securities Inc., as arrangers, JPMorgan Chase Bank, N.A., as administrative agent and letter of credit issuing bank, Lehman Commercial Paper Inc., as syndication agent, and Wachovia Bank, National Association, as documentation agent.
	10	.2	Guarantee and Security Agreement, dated as of April 15, 2005, by and among DealerTrack, Inc., DealerTrack Holdings, Inc., certain subsidiaries of DealerTrack Holdings, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
	10	.3*	Transition Services Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., Credit Online, Inc., DealerTrack, Inc., First American Credit Management Solutions, Inc. and First American Real Estate Solutions, LLC.
	10	.4*	Joint Marketing Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First American Real Estate Solutions, LLC.
	10	.5*	First Amendment to the Joint Marketing Agreement by and among DealerTrack Holdings, Inc., DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First American Real Estate Solutions, LLC, dated as of December 1, 2004.
	10	.6*	Agreement between DealerTrack, Inc. and CreditReportPlus, LLC, dated as of December 1, 2004.
	10	.7*	Application Service Provider Contract, dated as of April 15, 2005, between First American Credit Management Solutions, Inc. and DealerTrack, Inc.
	10	.8*	Master Agreement for Consulting Services, dated as of February 1, 2001, between DealerTrack, Inc. and Chase Manhattan Automotive Finance Corporation.
	10	.9*	Non-Competition Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., Credit Online, Inc., First American Credit Management Solutions, Inc. and The First American Corporation.
	10	.10*	License Agreement, made and entered into as of February 1, 2001, by and between The Chase Manhattan Bank and J.P. Morgan Partners (23A SBIC Manager), Inc.
	10	.11*	Stock Subscription and Exchange Agreement, dated as of February 1, 2001, by and between DealerTrack.com, Inc. and J.P. Morgan Partners (23A SBIC), LLC.
	10	.12*	Asset Purchase Agreement, dated as of July 30, 2004, by and among webalg, inc., Wizard Asset Acquisition LLC, LML Asset Acquisition, LLC, LML Systems, Inc., Lease Marketing, Ltd., Mark Simmons, the trust created under the Mark Simmons Declaration of Trust dated October 22, 2002 and Karen Dillon.
	10	.13*	Stock Purchase Agreement, dated as of December 31, 2003, by and between DealerTrack Holdings, Inc. and Bank of Montreal.

Number			Description
	10	.14*	Asset Purchase Agreement, dated as of May 25, 2005, by and among Santa Acquisition Corporation, Automotive Lease Guide (alg), LLC, Automotive Lease Guide (alg) Canada, Inc., Douglas W. Aiken, John A. Blair and Raj Sundaram.
	10	.15	Employment Agreement, dated as of May 26, 2005, by and between Mark F. O’Neil and DealerTrack Holdings, Inc..
	10	.16	Employment Agreement, dated as of May 26, 2005, by and between Robert J. Cox III and DealerTrack Holdings, Inc.
	10	.17	Employment Agreement, dated as of May 26, 2005, by and between Charles J. Giglia and DealerTrack, Inc.
	10	.18	Employment Agreement, dated as of May 26, 2005, by and between Eric D. Jacobs and DealerTrack Holdings, Inc.
	10	.19	Employment Agreement, dated as of May 26, 2005, by and between Vincent Passione and DealerTrack, Inc.
	10	.20	2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of August 10, 2001.
	10	.21	First Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of December 28, 2001.
	10	.22	Second Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of March 19, 2003.
	10	.23	Third Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of January 30, 2004.
	10	.24	2005 Incentive Award Plan, effective as of May 26, 2005.
	10	.25	Senior Executive Incentive Bonus Plan, effective as of May 26, 2005.
	10	.26	Stock Ownership and Retention Program, adopted May 26, 2005 and effective upon completion of this offering.
	10	.27	Employee Stock Purchase Plan, adopted May 26, 2005.
	10	.28	Directors’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.29	Employees’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.30	401(k) Plan, effective as of January 1, 2001, as amended.
	10	.31*	Lender Agreement, dated as of December 19, 2000, between AmeriCredit Financial Services, Inc. and DealerTrack.com, Inc., as amended as of December 28, 2001, October 24, 2002 and April 1, 2004.
	10	.32*	Lender Agreement, dated as of February 1, 2001, between Chase Manhattan Automotive Finance Corporation and DealerTrack.com, Inc., as amended as of December 28, 2001, May 10, 2002 and October 24, 2002.
	10	.33*	Lender Agreement, dated as of April 13, 2001, between WFS Financial, Inc. and DealerTrack.com, Inc., as amended as of December 28, 2001 and October 24, 2002.
	10	.34*	Lender Agreement, dated as of August 31, 2001, between Wells Fargo & Company and DealerTrack.com, Inc., as amended as of December 28, 2001, October 24, 2002 and May 7, 2003.
	10	.35*	Lender Agreement, dated as of September 26, 2001, between Capital One Auto Finance and DealerTrack.com, Inc., as amended as of December 28, 2001, October 24, 2002, and June 25, 2004.
	10	.36*	Lease Agreement, dated as of August 5, 2004, between i. Park Lake Success, LLC and DealerTrack, Inc.
	14	.1*	Code of Business Conduct and Ethics.
	21	.1	List of Subsidiaries.
	23	.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1).
	23	.2	Consent of PricewaterhouseCoopers LLP.
	23	.3	Consent of PricewaterhouseCoopers LLP.
	23	.4	Consent of KPMG LLP.
	23	.5	Consent of PricewaterhouseCoopers LLP.
	23	.6	Consent of PricewaterhouseCoopers LLP.
	24	.1	Powers of Attorney (included in the signature pages to this Registration Statement).

*  To be filed by amendment.

EX-3.1

                                                                     EXHIBIT 3.1

                  FOURTH RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           DEALERTRACK HOLDINGS, INC.

                                 MARCH 19, 2003

   (PURSUANT TO SECTIONS 242 AND 245 OF THE DELAWARE GENERAL CORPORATION LAW)

      DEALERTRACK HOLDINGS, INC., a corporation organized and existing under and
by virtue of the provisions of the General Corporation Law of the State of
Delaware (the "DGCL"), DOES HEREBY CERTIFY:

      FIRST: That the present name of the corporation is DealerTrack Holdings,
Inc. (hereinafter the "Corporation").

      SECOND: That the original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on August 10,
2001.

      THIRD: That, pursuant to Section 242 of the DGCL, the Board of Directors
duly adopted resolutions proposing to amend and restate the Third Restated
Certificate of Incorporation of this Corporation, declaring said amendment and
restatement to be advisable and in the best interests of this Corporation and
its stockholders, and authorizing the appropriate officers of this Corporation
to solicit the consent of the stockholders therefor, which resolution setting
forth the proposed amendment and restatement is attached hereto as Annex I.

      FOURTH: The amendment and restatement attached hereto as Annex I was
approved by the holders of the requisite number of shares of the Corporation in
accordance with Section 228 of the DGCL.

      FIFTH: That the amendment and restatement attached hereto as Annex I was
duly adopted in accordance with the provisions of Sections 242 and 245 of the
DGCL.

                                    * * * * *



      IN WITNESS WHEREOF, this Fourth Restated Certificate of Incorporation has
been duly executed by the following officer of the Corporation as of the date
first above written.

                                         By: /s/ Mark F. O'Neil
                                             ---------------------------------
                                             Name:  Mark F. O'Neil
                                             Title: Chief Executive Officer &
                                                    President

                                       S-1


                                                                         ANNEX I

      RESOLVED, that the text of the Third Restated Certificate of Incorporation
of the Corporation is hereby restated as further amended or changed herein to
read as follows:

                                   ARTICLE I

      The name of the corporation is DealerTrack Holdings, Inc. (the
"Corporation").

                                   ARTICLE II

      The address of the registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, 19801. The name of the Corporation's
registered agent at such address is The Corporations Trust Company.

                                  ARTICLE III

      The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware ("DGCL").

                                   ARTICLE IV

      The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 51,185,000 shares, consisting of (a) 30,000,000
shares of Common Stock, par value $.01 per share (the "Common Stock"), (b)
21,185,000 shares of Preferred Stock, par value $.01 per share (the "Preferred
Stock"), (i) 2,000,000 of which are designated Convertible Series A
Participating Preferred Stock (the "Series A Preferred Stock"), (ii) 625,000 of
which are designated Convertible Series A-1 Participating Preferred Stock (the
"Series A-1 Preferred Stock"), (iii) 4,450,000 of which are designated
Convertible Series A-2 Preferred Stock (the "Series A-2 Preferred Stock"), (iv)
3,625,000 of which are designated Convertible Series B Participating Preferred
Stock (the "Series B Preferred Stock"), (v) 625,000 of which are designated
Convertible Series B-1 Participating Preferred Stock (the "Series B-1 Preferred
Stock"), (vi) 6,000,000 of which are designated Convertible Series C Preferred
Stock (the "Series C Preferred Stock"), (vii) 2,125,000 of which are designated
Convertible Series C-1 Preferred Stock (the "Series C-1 Preferred Stock"),
(viii) 250,000 of which are designated Convertible Series C-2 Preferred Stock
(the "Series C-2 Preferred Stock") and (ix) 1,485,000 of which are designated
Convertible Series C-3 Preferred Stock (the "Series C-3 Preferred Stock," and
together with the Series A Preferred Stock, the Series A-1 Preferred Stock, the
Series A-2 Preferred Stock, the Series B Preferred Stock, the Series B-1
Preferred Stock, the Series C Preferred Stock, the Series C-1 Preferred Stock
and the Series C-2 Preferred Stock, the "Designated Preferred Stock").

      Immediately upon the effectiveness of this Fourth Restated Certificate of
Incorporation, (A) each eight (8) issued and outstanding shares of Common Stock
shall, without further action by the Corporation or the holder thereof, be
combined, reclassified, and changed into one (1) share of Common Stock, (B) each
eight (8) issued and outstanding shares of Series A Preferred

                                        1


Stock shall, without further action by the Corporation or the holder thereof, be
combined, reclassified, and changed into one (1) share of Series A Preferred
Stock, (C) each eight (8) issued and outstanding shares of Series A-1 Preferred
Stock shall, without further action by the Corporation or the holder thereof, be
combined, reclassified, and changed into one (1) share of Series A-1 Preferred
Stock, (D) each eight (8) issued and outstanding shares of Series B Preferred
Stock shall, without further action by the Corporation or the holder thereof, be
combined, reclassified, and changed into one (1) share of Series B Preferred
Stock, (E) each eight (8) issued and outstanding shares of Series B-1 Preferred
Stock shall, without further action by the Corporation or the holder thereof, be
combined, reclassified, and changed into one (1) share of Series B-1 Preferred
Stock, (F) each eight (8) issued and outstanding shares of Series C Preferred
Stock shall, without further action by the Corporation or the holder thereof, be
combined, reclassified, and changed into one (1) share of Series C Preferred
Stock, (G) each eight (8) issued and outstanding shares of Series C-1 Preferred
Stock shall, without further action by the Corporation or the holder thereof, be
combined, reclassified, and changed into one (1) share of Series C-1 Preferred
Stock, and (H) each eight (8) issued and outstanding shares of Series C-2
Preferred Stock shall, without further action by the Corporation or the holder
thereof, be combined, reclassified, and changed into one (1) share of Series C-2
Preferred Stock; provided, however, that in lieu of any fractional interests in
shares of Preferred Stock or Common Stock to which any stockholder would
otherwise be entitled pursuant hereto (taking into account all shares of capital
stock owned by such stockholder), such stockholder shall be entitled to receive
a cash payment equal to the amount determined by the Board of Directors to be
the fair value of such a share multiplied by such fraction.

      The designations, powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations and
restrictions thereof in respect of the Preferred Stock and the Common Stock are
as follows:

            4.1 DESIGNATED PREFERRED STOCK.

            (a) DIVIDENDS.

                  (i) Subject to Section 4.1(a)(v):

                        (A) Each share of Designated Preferred Stock (other than
            the Series A-2 Preferred Stock and the Series C-3 Preferred Stock)
            shall be entitled to its Designated Preferred Dividends.

                        (B) Designated Preferred Dividends shall be payable upon
            (i) a Liquidity Event in accordance with Section 4.1(b) and/or (ii)
            when actually converted into Common Stock pursuant to Section
            4.1(d), as applicable.

                  (ii) In addition to the foregoing, but subject to the rights
            of any series of Preferred Stock that may from time to time come
            into existence, the holders of the Designated Preferred Stock shall
            participate in any and all dividend payments on the Common Stock
            when, as and if such dividends are paid with respect to the Common
            Stock (treating each share of Designated Preferred Stock as being
            equal

                                        2


            to the number of shares of Common Stock (including fractions of a
            share) into which each such share is then convertible).

                  (iii) No dividends shall be declared or paid on any shares of
            Common Stock unless and until (A) all accrued and unpaid dividends
            declared but unpaid on the Designated Preferred Stock have been paid
            and (B) a like dividend has been declared and paid on the Designated
            Preferred Stock. No dividends shall be declared or paid on any
            shares of Series A Preferred Stock, Series A-1 Preferred Stock,
            Series B Preferred Stock, Series B-1 Preferred Stock or any other
            share of Preferred Stock (other than the Series C Preferred Stock,
            Series C-1 Preferred Stock and Series C-2 Preferred Stock) unless
            and until all accrued and unpaid dividends declared but unpaid on
            the Series C Preferred Stock, Series C-1 Preferred Stock and Series
            C-2 Preferred Stock have been paid.

                  (iv) All dividends declared upon a class or series of capital
            stock shall be declared pro rata per share. Dividends shall be
            cumulative.

                  (v) Notwithstanding anything to the contrary contained herein,
            no share of Designated Preferred Stock (including, without
            limitation, the Series C Preferred Stock, Series C-1 Preferred Stock
            and Series C-2 Preferred Stock) shall be entitled to receive any
            Designated Preferred Dividends, until the occurrence of a Qualified
            Public Offering or a Liquidity Event in which each share of Series C
            Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred
            Stock and Series C-3 Preferred Stock then-outstanding, if any,
            receives cash and/or freely-tradeable, liquid securities listed on a
            U.S. national exchange or quotation system (including, without
            limitation, shares of Common Stock issuable upon the automatic
            conversion of Designated Preferred Stock into Common Stock upon a
            Qualified Public Offering pursuant to Section 4.1(d)(ii) hereof,
            which shares of Common Stock shall be (i) considered for purposes of
            this Section 4.1(a)(v) only, freely-tradeable, liquid securities
            listed on a U.S. national exchange or quotation system regardless of
            any applicable transfer restrictions then in effect and (ii) valued
            at the offering price of Common Stock in the Qualified Public
            Offering), having an aggregate fair market value of at least
            $14.1504 per share (as adjusted for stock dividends, stock splits
            and the like other than the reverse stock split effected hereby) (a
            "Trigger Event").

            (b) LIQUIDITY EVENT. Subject to Section 4.1(a)(v):

                  (i) Upon the occurrence of a Liquidity Event, the holders of
            the Series C Preferred Stock, Series C-1 Preferred Stock, Series C-2
            Preferred Stock and Series C-3 Preferred Stock shall first be
            entitled, before any distribution or payment is made upon any shares
            of Common Stock, the Series A Preferred Stock, the Series A-1
            Preferred Stock, the Series A-2 Preferred Stock, the Series B
            Preferred Stock, the Series B-1 Preferred Stock or any other capital
            stock of the Corporation ranking on liquidation junior to the Series
            C Preferred Stock, the Series C-1

                                        3


            Preferred Stock, the Series C-2 Preferred Stock and the Series C-3
            Preferred Stock in the case of each share of Series C Preferred
            Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and
            Series C-3 Preferred Stock, to an amount equal to the Standard
            Liquidation Preference (such amount payable with respect to all
            shares of Series C Preferred Stock, Series C-1 Preferred Stock,
            Series C-2 Preferred Stock and Series C-3 Preferred Stock being
            sometimes referred to collectively as the "Series C Liquidation
            Preference Payments"). If upon a Liquidity Event, the assets to be
            distributed among the holders of Series C Preferred Stock, Series
            C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3
            Preferred Stock shall be insufficient to permit payment in full of
            the Series C Liquidation Preference Payments to the holders of
            Series C Preferred Stock, Series C-1 Preferred Stock, Series C-2
            Preferred Stock and Series C-3 Preferred Stock, then the entire
            assets of the Corporation to be so distributed shall be distributed
            ratably among the holders of Series C Preferred Stock, Series C-1
            Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred
            Stock in proportion to the Series C Liquidation Preference Payments
            which would otherwise be payable to such holders.

                  (ii) Upon the occurrence of a Liquidity Event and after the
            payments pursuant to Section 4.1(b)(i) above shall have been made in
            full, the holders of Series B Preferred Stock and Series B-1
            Preferred Stock shall first be entitled, before any distribution or
            payment is made upon any shares of Common Stock, Series A Preferred
            Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or any
            other capital stock of the Corporation ranking on liquidation junior
            to the Series B Preferred Stock and Series B-1 Preferred Stock in
            the case of each share of Series B Preferred Stock and Series B-1
            Preferred Stock, to an amount equal to either (A) the Standard
            Liquidation Preference or (B) the Alternative Liquidation
            Preference. The holders of Series B Preferred Stock and Series B-1
            Preferred Stock shall receive the Standard Liquidation Preference
            unless the sum of the Alternative Liquidation Preference plus any
            amounts to which such holders would be entitled under Section
            4.1(b)(iv) would be greater than the Standard Liquidation
            Preference. The Standard Liquidation Preference or the Alternative
            Liquidation Preference, as applicable, payable with respect to all
            shares of Series B Preferred Stock and Series B- 1 Preferred Stock
            is sometimes referred to collectively as the "Series B Liquidation
            Preference Payments". If upon a Liquidity Event and following all
            payments required by Section 4.1(b)(i) above, the assets to be
            distributed among the holders of Series B Preferred Stock and Series
            B-1 Preferred Stock shall be insufficient to permit payment in full
            of the Series B Liquidation Preference Payments to the holders of
            Series B Preferred Stock and Series B-1 Preferred Stock , then the
            entire remaining assets of the Corporation to be so distributed
            shall be distributed ratably among the holders of Series B Preferred
            Stock and Series B-1 Preferred Stock in proportion to the Series B
            Liquidation Preference Payments which would otherwise be payable to
            such holders.

                  (iii) Upon the occurrence of a Liquidity Event and after the
            payments pursuant to Section 4.1(b)(i) and (ii) above shall have
            been made in full, the holders of the Series A Preferred Stock,
            Series A-1 Preferred Stock and Series A-2 Preferred Stock shall be
            entitled before any distribution or payment is made

                                        4


            upon any shares of Common Stock or any other capital stock of the
            Corporation ranking on liquidation junior to the Series A Preferred
            Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock in
            the case of each share of Series A Preferred Stock, Series A-1
            Preferred Stock and Series A-2 Preferred Stock, an amount equal to
            either (A) the Standard Liquidation Preference or (B) the
            Alternative Liquidation Preference. The holders of Series A
            Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred
            Stock shall receive the Standard Liquidation Preference unless the
            sum of the Alternative Liquidation Preference plus any amounts to
            which such holders would be entitled under Section 4.1(b)(iv) would
            be greater than the Standard Liquidation Preference. The Standard
            Liquidation Preference or Alternative Liquidation Preference, as
            applicable, payable with respect to all shares of Series A Preferred
            Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock is
            sometimes referred to collectively as the "Series A Liquidation
            Preference Payments" and, collectively with the Series B Liquidation
            Preference Payments and the Series C Liquidation Preference
            Payments, the "Liquidation Preference Payments"). If upon a
            Liquidity Event and following all payments required by Section
            4.1(b)(i) and (ii) above, the assets to be distributed among the
            holders of Series A Preferred Stock, Series A-1 Preferred Stock and
            Series A-2 Preferred Stock shall be insufficient to permit payment
            in full of the Series A Liquidation Preference Payments to the
            holders of Series A Preferred Stock, Series A-1 Preferred Stock and
            Series A-2 Preferred Stock, then the entire remaining assets of the
            Corporation to be so distributed shall be distributed ratably among
            the holders of Series A Preferred Stock, Series A-1 Preferred Stock
            and Series A-2 Preferred Stock in proportion to the Series A
            Liquidation Preference Payments which would otherwise be payable to
            such holders.

                  (iv) After payment of the aggregate Liquidation Preference
            Payments pursuant to Sections 4.1(b)(i), (ii) and (iii) above shall
            have been made in full, the remaining assets of the Corporation
            available for distribution shall be distributed ratably among only
            those holders of Designated Preferred Stock who received payment of
            the Alternative Liquidation Preference pursuant to clauses (ii)
            and/or (iii) above (on an as-converted basis pursuant to Section 4.1
            (d)) and the holders of Common Stock.

                  (v) Written notice of such Liquidity Event, stating a payment
            date, the amount of the Liquidation Preference Payments and the
            place where said Liquidation Preference Payments shall be payable,
            shall be delivered in person, mailed by certified or registered
            mail, return receipt requested, or sent by telecopier or telex, not
            less than twenty (20) days prior to the payment date stated therein,
            to the holders of record of the Designated Preferred Stock. Such
            notice shall be addressed to each such holder at its address as
            shown by the records of the Corporation.

                                        5


            (c) VOTING RIGHTS.

                  (i) In addition to the rights provided by applicable law, this
            Fourth Restated Certificate of Incorporation (this "Restated
            Certificate"), the Stockholders' Agreement or in the By-Laws, each
            share of Designated Preferred Stock shall entitle the holder thereof
            to such number of votes as shall equal the number of shares of
            Common Stock as is determined by dividing (A) the Voting Cost by (B)
            the Conversion Price, determined as hereinafter provided, at the
            record date for the determination of stockholders entitled to vote
            or, if no record date is established, at the date such vote is
            taken. Except as provided in Section 4.1(c)(ii) below, the holders
            of Designated Preferred Stock shall be entitled to vote on all
            matters as to which holders of Common Stock shall be entitled to
            vote, in the same manner and with the same effect as such holders of
            Common Stock, voting together with the holders of Common Stock as
            one class on all such matters.

                  (ii) Without the affirmative consent or approval of the
            Requisite Designated Preferred Stockholders, voting separately as a
            class, the Corporation shall not, and the Corporation shall not
            approve or cause any Subsidiary to take any action which would, as
            applicable:

                        (A) approve or authorize the payment, or the setting
            aside for payment, of any dividend or other distribution upon (1)
            shares of Common Stock or any other security of the Corporation
            junior or pari passu in liquidation or dividend preference to the
            Series C Preferred Stock, Series C-1 Preferred Stock, Series C-2
            Preferred Stock and Series C-3 Preferred Stock, and (2) shares of
            the capital stock of any Subsidiary (other than any such dividends
            or distributions payable solely to the Corporation);

                        (B) in any manner transfer (solely with respect to the
            Corporation's ownership of the capital stock of a Subsidiary),
            authorize, create, designate, issue or sell (by reclassification or
            otherwise) any class or series of capital stock (including any
            shares of treasury stock) or rights, options, warrants or other
            securities convertible into or exercisable or exchangeable for
            capital stock or any debt security which by its terms is convertible
            into or exchangeable for any equity security or any agreement,
            instrument or contractual right, whether or not vested or
            immediately exercisable (including but not limited to phantom stock
            or stock appreciation rights) which (1) represents an interest in
            the Corporation, which entitles the holder thereof to receive
            capital stock or a return on such interest similar to capital stock
            or any security that is a combination of debt and equity, which, in
            each case, as to the payment of dividends, distribution of assets or
            redemptions, including, without limitation, distributions to be made
            upon a Liquidity Event, is pari passu with or is senior to any
            authorized and outstanding series of Designated Preferred Stock or
            which in any manner adversely affects the holders of any series of
            Designated Preferred Stock or (2) represents an interest in a
            Subsidiary of the Corporation; provided, however, that such
            affirmative consent or approval of the Requisite Designated
            Preferred

                                        6


            Stockholders is not necessary with respect to (1) the grant of stock
            options with respect to Common Stock (the issuance of which was
            approved by the Board) pursuant to the Stock Option Plan to
            officers, directors, employees, and /or consultants of the
            Corporation or its Subsidiaries or (2) the issuance of up to
            1,632,625 shares (as adjusted for stock dividends, stock splits and
            the like other than the reverse stock split effected hereby) of
            Common Stock issuable upon the exercise of such stock options
            granted pursuant to the Stock Option Plan;

                        (C) approve or authorize the redemption or repurchase of
            any shares of Common Stock or Preferred Stock of the Corporation or
            the securities of any Subsidiary, other than (1) pursuant to
            agreements with directors, employees or consultants of the
            Corporation or Subsidiary, as the case may be, under which the
            Corporation or a Subsidiary has the option to repurchase such shares
            upon termination of employment or service and (2) pursuant to rights
            of first refusal set forth in the Stockholders' Agreement;

                        (D) in any manner alter or change the terms, rights,
            designations, powers, preferences or relative, participating,
            optional or other special rights, or the qualifications, limitations
            or restrictions, (1) of one or more series of Designated Preferred
            Stock, in a manner adverse to the holders thereof, or (2) of the
            capital stock of any Subsidiary;

                        (E) increase or decrease the authorized number of shares
            of (1) Common Stock, (2) Preferred Stock, (3) Common Stock reserved
            for issuance pursuant to the Stock Option Plan or (4) capital stock
            of any Subsidiary;

                        (F) take any action to cause any amendment, alteration
            or repeal of any of the provisions of the (1) Restated Certificate
            or the By-Laws, if such amendment, alteration or repeal would
            materially and adversely affect one or more series of Designated
            Preferred Stock or the holders thereof in their capacity as such, or
            (2) the certificate of incorporation or by-laws of any Subsidiary;

                        (G) cause a Liquidity Event with respect to the
            Corporation or any Subsidiaries (as such term is applied mutatis
            mutandis to the Subsidiaries);

                        (H) increase or decrease the size of the Board or alter
            the mechanism for selecting the members of the Board of the
            Corporation or of any Subsidiary (in each case, as set forth in the
            Stockholders' Agreement);

                        (I) issue any shares of Common Stock (whether upon the
            exercise of stock options, pursuant to stock purchase agreements or
            otherwise) to officers, directors, employees or consultants of the
            Corporation or its Subsidiaries at an effective price per share of
            less than $2.80 (as adjusted for stock splits, stock dividends and
            the like other than the reverse stock split effected hereby)
            considering all cash and the cash value of all non-cash
            consideration payable for any such shares;

                                        7


                        (J) effect the registration under the Securities Act of
            any class of securities of any Subsidiary of the Corporation;

                        (K) create a new Subsidiary or take any action through a
            Subsidiary that would otherwise require approval pursuant to the
            foregoing;

                        (L) create or suffer to exist any indebtedness for
            borrowed money in excess of $1,000,000, individually to a single
            lender, or $10,000,000, in the aggregate to all lenders, except for
            borrowings in the ordinary course of business including, but not
            limited to, capital leases and vendor financing arrangements; or

                        (M) enter into an agreement to do any of the foregoing.

                  (iii) Without the affirmative consent or approval of the
            holders of a majority of the Series C Preferred Stock, Series C-1
            Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred
            Stock (together, the "Designated Series C Preferred Stock"), voting
            together as one (1) class, the Corporation shall not, and the
            Corporation shall not approve or cause any Subsidiary to take any
            action which would, as applicable:

                        (A) in any manner authorize, create, designate, issue or
            sell (by reclassification or otherwise) any additional shares of any
            series of Designated Series C Preferred Stock (including any shares
            of treasury stock) or (x) rights, options, warrants or other
            securities convertible into or exercisable or exchangeable for, or
            (y) any debt security which by its terms is convertible into or
            exchangeable for, or (z) any agreement, instrument or contractual
            right, whether or not vested or immediately exercisable (including
            but not limited to phantom stock or stock appreciation rights) which
            entitles the holder thereof to receive any additional shares of any
            series of Designated Series C Preferred Stock; provided, however,
            that such affirmative consent or approval of the holders of a
            majority of the Designated Series C Preferred Stock is not necessary
            with respect to (1) securities issued as a stock dividend or upon
            any stock split or other subdivision or combination of shares of
            capital stock; and (2) the 1,483,285 shares of Series C-3 Preferred
            Stock to be issued pursuant to the Stock Purchase Agreements; or

                        (B) cause or authorize a Liquidity Event with respect to
            the Corporation or any Subsidiaries (as such term is applied mutatis
            mutandis to the Subsidiaries), where holders of different classes of
            Designated Preferred Stock will not receive the same type of
            consideration in exchange for their shares of each such class or
            series of Designated Preferred Stock.

            (d) CONVERSION.

                  (i) Upon the terms set forth in this Section 4.1(d), by
            surrender of a certificate or certificates representing the shares
            to be converted pursuant hereto,

                                        8


            each holder of each share of Designated Preferred Stock shall have
            the right, at such holder's option, at any time and from time to
            time, to convert all or any part of such shares held by it into the
            number of fully paid and nonassessable shares of Common Stock (per
            share of Designated Preferred Stock) equal to the quotient obtained
            by dividing (A) the Series A Preferred Preference Amount, Series A-1
            Preferred Preference Amount, Series A-2 Preferred Preference Amount,
            Series B Preferred Preference Amount, Series B-1 Preferred
            Preference Amount, Series C Preferred Preference Amount, Series C-1
            Preferred Preference Amount, Series C-2 Preferred Preference Amount
            or Series C-3 Preferred Preference Amount, as the case may be, by
            (B) the "Conversion Price" as last adjusted and then in effect for
            each such share (at any time, the "Conversion Rates"). As of the COL
            Closing Date, the initial "Conversion Price" per share at which
            shares of Common Stock shall be issuable upon conversion of shares
            of Designated Preferred Stock shall be the Conversion Cost,
            respectively; provided, however, that the Conversion Price in effect
            from time to time for each series of Designated Preferred Stock
            shall be subject to adjustment as provided in Section 4.1(e) below.
            The holder of any shares of Designated Preferred Stock may exercise
            the conversion right pursuant to this Section 4.1(d)(i) by
            delivering to the Corporation a certificate for the shares to be
            converted, duly endorsed or assigned in blank or to the Corporation
            (if required by it), accompanied by written notice stating that the
            holder elects to convert such shares and stating the name or names
            (with address) in which the certificate or certificates for the
            shares of Common Stock are to be issued. Conversion shall be deemed
            to have been effected on the date when such delivery is made or
            immediately prior to the consummation of a Qualified Public Offering
            as provided below, if applicable (the "Conversion Date").

                  (ii) Upon the terms set forth in this Section 4.1(d),
            immediately prior to the consummation of a Qualified Public
            Offering, each share of Designated Preferred Stock shall
            automatically be converted at the applicable Conversion Rate into
            fully paid and nonassessable shares of Common Stock.

                  (iii) As promptly as practicable after the conversion of any
            shares of Designated Preferred Stock into Common Stock under
            Sections 4.1(d)(i) or (ii) above, the Corporation shall issue and
            deliver to or upon the written order of such holder, to the place
            designated by such holder, a certificate or certificates for the
            number of full shares of Common Stock to which such holder is
            entitled, and a cash amount in respect of any fractional interest in
            a share of Common Stock as provided in Section 4.1(d)(iv) below. The
            person in whose name the certificate or certificates for Common
            Stock are to be issued shall be deemed to have become a stockholder
            of record on the applicable Conversion Date unless the transfer
            books of the Corporation are closed on that date, in which event
            such person shall be deemed to have become a stockholder of record
            on the next succeeding date on which the transfer books are open,
            but the Conversion Price shall be that in effect on the Conversion
            Date, and the rights of the holder of the shares of Designated
            Preferred Stock so converted shall cease on such Conversion Date.
            Upon conversion of only a portion of the number of shares covered by
            a certificate representing shares of Designated Preferred Stock
            surrendered for conversion, the

                                        9


            Corporation shall issue and deliver to or upon the written order of
            the holder of the certificate so surrendered for conversion, at the
            expense of the Corporation, a new certificate covering the number of
            shares of Designated Preferred Stock representing the unconverted
            portion of the certificate so surrendered.

                  (iv) No fractional shares of Common Stock or scrip shall be
            issued upon conversion of shares of Designated Preferred Stock. The
            number of full shares of Common Stock issuable upon conversion of
            the Designated Preferred Stock shall be computed on the basis of the
            aggregate number of shares of such Designated Preferred Stock to be
            converted. Instead of any fractional shares of Common Stock which
            would otherwise be issuable upon conversion of any such shares, the
            Corporation shall pay a cash adjustment in respect of such
            fractional interest in an amount equal to the product of (A) the
            price of one (1) share of Common Stock as determined in good faith
            by the Board and (B) such fractional interest. The holders of
            fractional interests shall not be entitled to any rights as
            stockholders of the Corporation in respect of such fractional
            interests.

            (e) ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price for each
series of Designated Preferred Stock shall be subject to adjustment from time to
time after the COL Closing Date as follows:

                  (i) If the Corporation shall, at any time or from time to time
            after the COL Closing Date, issue or be deemed to have issued any
            shares of Common Stock, Common Stock Equivalents or options to
            purchase or rights to subscribe for Common Stock or Common Stock
            Equivalents, other than Excluded Stock, without consideration or for
            a consideration per share less than the Conversion Price in effect
            immediately prior to the issuance of such securities ("Additional
            Shares"), then such Conversion Price as in effect immediately prior
            to each such issuance, shall forthwith be lowered to a price equal
            to the quotient obtained by dividing:

                        (A) an amount equal to the sum of (x) the total number
            of shares of Common Stock outstanding (determined on a Fully Diluted
            Basis) immediately prior to such issuance of Additional Shares,
            multiplied by the Conversion Price in effect immediately prior to
            such issuance of Additional Shares, and (y) the consideration
            received by the Corporation upon such issuance; by

                        (B) an amount equal to the sum of (x) the total number
            of shares of Common Stock outstanding (determined on a Fully Diluted
            Basis) immediately prior to such issuance of Additional Shares and
            (y) the total number of Additional Shares issued in such issuance.

                  (ii) For the purposes of any adjustment of a Conversion Price
            pursuant to Section 4.1(e)(i) above, the following provisions shall
            be applicable:

                                       10


                        (A) In the case of the issuance of Common Stock for cash
            in a public offering or private placement, the consideration shall
            be deemed to be the amount of cash paid therefor before deducting
            therefrom any discounts, commissions or placement fees payable by
            the Corporation to any underwriter or placement agent in connection
            with the issuance and sale thereof.

                        (B) In the case of the issuance of Common Stock for
            consideration in whole or in part other than cash, the consideration
            other than cash shall be deemed to be the fair market value thereof
            as determined in good faith by the Board, irrespective of any
            accounting treatment.

                        (C) In the case of the issuance of options to purchase
            or rights to subscribe for Common Stock, securities by their terms
            convertible into or exchangeable for Common Stock, or options to
            purchase or rights to subscribe for such convertible or exchangeable
            securities except, in each case, with respect to Excluded Stock:

                        (1) the aggregate maximum number of shares of Common
                  Stock deliverable upon exercise of such options to purchase or
                  rights to subscribe for Common Stock shall be deemed to have
                  been issued at the time such options or rights were issued and
                  for a consideration equal to the consideration (determined in
                  the manner provided in subdivisions (A) and (B) above), if
                  any, received by the Corporation upon the issuance of such
                  options or rights plus the minimum purchase price provided in
                  such options or rights for the Common Stock covered thereby;

                        (2) the aggregate maximum number of shares of Common
                  Stock deliverable upon conversion of or in exchange for any
                  such convertible or exchangeable securities or upon the
                  exercise of options to purchase or rights to subscribe for
                  such convertible or exchangeable securities and subsequent
                  conversion or exchange thereof shall be deemed to have been
                  issued at the time such securities, options, or rights were
                  issued and for a consideration equal to the consideration
                  received by the Corporation for any such securities and
                  related options or rights (excluding any cash received on
                  account of accrued interest or accrued dividends), plus the
                  additional consideration, if any, to be received by the
                  Corporation upon the conversion or exchange of such securities
                  or the exercise of any related options or rights (the
                  consideration in each case to be determined in the manner
                  provided in subdivisions (A) and (B) above);

                        (3) on any change in the number of shares or exercise
                  price of Common Stock deliverable upon exercise of any such
                  options or rights or conversions of or exchanges for such
                  securities, other than a change resulting from the
                  antidilution provisions thereof, the Conversion Prices shall
                  forthwith be readjusted to such Conversion Prices as would
                  have been obtained had the adjustment made upon the issuance
                  of such options, rights or securities not converted prior to
                  such change, or options or rights

                                       11


                  related to such securities not converted prior to such change,
                  been made upon the basis of such change;

                        (4) on the expiration of any such options or rights, the
                  termination of any such rights to convert or exchange or the
                  expiration of any options or rights related to such
                  convertible or exchangeable securities, the Conversion Prices
                  shall forthwith be readjusted to such Conversion Prices as
                  would have been obtained had the adjustment made upon the
                  issuance of such options, rights, securities or options or
                  rights related to such securities been made upon the basis of
                  the issuance of only the number of shares of Common Stock
                  actually issued upon the exercise of such options or rights,
                  upon the conversion or exchange of such securities, or upon
                  the exercise of the options or rights related to such
                  securities and subsequent conversion or exchange thereof; and

                        (5) no further adjustment of the Conversion Prices
                  adjusted upon the issuance of any such options, rights,
                  convertible securities or exchangeable securities shall be
                  made as a result of the actual issuance of Common Stock on the
                  exercise of any such rights or options or any conversion or
                  exchange of any such securities.

                  (iii) If, at any time after the COL Closing Date, the number
            of shares of Common Stock outstanding is increased by a stock
            dividend payable in shares of Common Stock or by a subdivision or
            split-up of shares of Common Stock, then, following the record date
            for the determination of holders of Common Stock entitled to receive
            such stock dividend, subdivision or split-up, the Conversion Prices
            shall be appropriately decreased so that the number of shares of
            Common Stock issuable on conversion of each share of Designated
            Preferred Stock shall be increased in proportion to such increase in
            outstanding shares.

                  (iv) If, at any time after the COL Closing Date , the number
            of shares of Common Stock outstanding is decreased by a combination
            of the outstanding shares of Common Stock, then, following the
            record date for such combination, the Conversion Prices shall be
            appropriately increased so that the number of shares of Common Stock
            issuable on conversion of each share of Designated Preferred Stock
            shall be decreased in proportion to such decrease in outstanding
            shares.

                  (v) In the event of any capital reorganization of the
            Corporation, any reclassification of the capital stock of the
            Corporation (other than a change in par value or from par value to
            no par value or from no par value to par value or as a result of a
            stock dividend or subdivision, split-up or combination of shares),
            or any consolidation or merger of the Corporation, each share of
            Designated Preferred Stock shall after such reorganization,
            reclassification, consolidation, or merger be convertible into the
            kind and number of shares of capital stock or other securities or
            property of the Corporation or of the corporation resulting from
            such consolidation or surviving such merger to which the holder of
            the number of

                                       12


            shares of Common Stock deliverable (immediately prior to the time of
            such reorganization, reclassification, consolidation or merger) upon
            conversion of such share of Designated Preferred Stock would have
            been entitled upon such reorganization, reclassification,
            consolidation or merger. The provisions of this clause shall
            similarly apply to successive reorganizations, reclassifications,
            consolidations or mergers.

                  (vi) No adjustment in any Conversion Price shall be required
            unless such adjustment would require an increase or decrease of at
            least $0.01 in such Conversion Price; provided, that any adjustments
            not required to be made by virtue of this sentence shall be carried
            forward and taken into account in any subsequent adjustment. All
            calculations under paragraphs (i) through (v) above shall be made to
            the nearest one hundredth (1/100) of a cent or the nearest one tenth
            (1/10) of a share, as the case may be.

                  (vii) In any case in which the provisions of this Section
            4.1(e) shall require that an adjustment shall become effective
            immediately after a record date of an event, the Corporation may
            defer until the occurrence of such event (1) issuing to the holder
            of any share of Designated Preferred Stock converted after such
            record date and before the occurrence of such event the shares of
            capital stock issuable upon such conversion by reason of the
            adjustment required by such event in addition to the shares of
            capital stock issuable upon such conversion before giving effect to
            such adjustments, and (2) paying to such holder any amount in cash
            in lieu of a fractional share of capital stock pursuant to paragraph
            (d) above; provided, however, that the Corporation shall deliver to
            such holder an appropriate instrument evidencing such holder's right
            to receive such additional shares and such cash.

                  (viii) Whenever a Conversion Price shall be adjusted as
            provided in this Section 4.1(e), the Corporation shall make
            available for inspection during regular business hours, at its
            principal executive offices or at such other place as may be
            designated by the Corporation, a statement, signed by its chief
            executive officer, showing in detail the facts requiring such
            adjustment and such Conversion Price that shall be in effect after
            such adjustment. The Corporation shall also cause a copy of such
            statement to be sent by first class certified mail, return receipt
            requested and postage prepaid, to each holder of Designated
            Preferred Stock at such holder's address appearing on the
            Corporation's records. Where appropriate, such copy may be given in
            advance and may be included as part of any notice required to be
            mailed under the provisions of paragraph (ix) below.

                  (ix) If the Corporation shall propose to take any action of
            the types described in Section 4.1(e)(v) above, the Corporation
            shall give notice to each holder of shares of Designated Preferred
            Stock, in the manner set forth in paragraph (viii) above, which
            notice shall specify the record date, if any, with respect to any
            such action and the date on which such action is to take place. Such
            notice shall also set forth such facts with respect thereto as shall
            be reasonably necessary to indicate the effect of such action (to
            the extent such effect

                                       13


            may be known at the date of such notice) on the Conversion Prices
            and the number, kind or class of shares or other securities or
            property which shall be deliverable or purchasable upon the
            occurrence of such action or deliverable upon conversion of shares
            of Designated Preferred Stock. In the case of any action which would
            require the fixing of a record date, such notice shall be given at
            least twenty (20) days prior to the date so fixed, and in case of
            all other action, such notice shall be given at least thirty (30)
            days prior to the taking of such proposed action. Failure to give
            such notice, or any defect therein, shall not affect the legality or
            validity of any such action.

                  (x) The Corporation shall at all times keep reserved, free
            from preemptive rights, out of its authorized but unissued shares of
            Common Stock, solely for the purpose of effecting the conversion of
            the Designated Preferred Stock, sufficient shares of Common Stock to
            provide for the conversion of all outstanding shares of Designated
            Preferred Stock.

                  (xi) Without duplication of any other adjustment provided for
            in this Section 4.1(e), at any time the Corporation makes or fixes a
            record date for the determination of holders of Common Stock
            entitled to receive a dividend or other distribution payable in
            securities of the Corporation other than shares of Common Stock,
            provision shall be made so that each holder of Designated Preferred
            Stock shall receive upon conversion thereof, in addition to the
            shares of Common Stock receivable thereupon, the number of
            securities of the Corporation which it would have received had its
            shares of Designated Preferred Stock been converted into shares of
            Common Stock on the date of such event and had such holder
            thereafter, during the period from the date of such event to and
            including the date of conversion, retained such securities
            receivable by it pursuant to this paragraph during such period,
            subject to the sum of all other adjustments called for during such
            period under this Section 4.1 with respect to the rights of such
            holder of Designated Preferred Stock.

            (f) PREFERRED STOCK ACQUIRED BY THE CORPORATION. No share of
Preferred Stock acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares shall be
canceled, retired and eliminated from the shares which the Corporation shall be
authorized to issue.

            (g) DEFINITIONS.

      As used herein, the following terms shall have the following meanings:

                  (i) "Adjusted Cost" means (i) with respect to each share of
            Series A Preferred Stock, $6.8763 (as adjusted for stock splits,
            stock dividends and the like other than the reverse stock split
            effected hereby); (ii) with respect to each share of Series A-1
            Preferred Stock, $8.2584 (as adjusted for stock splits, stock
            dividends and the like other than the reverse stock split effected
            hereby); (iii) with respect to each share of Series A-2 Preferred
            Stock, $3.3709 (as adjusted for stock splits, stock dividends and
            the like other than the reverse stock split effected

                                       14


            hereby); (iv) with respect to each share of Series B Preferred
            Stock, $6.8763 (as adjusted for stock splits, stock dividends and
            the like other than the reverse stock split effected hereby); (v)
            with respect to each share of Series B-1 Preferred Stock, $8.2584
            (as adjusted for stock splits, stock dividends and the like other
            than the reverse stock split effected hereby); (vi) with respect to
            each share of Series C Preferred Stock, $3.8322 (as adjusted for
            stock splits, stock dividends and the like other than the reverse
            stock split effected hereby); (vii) with respect to each share of
            Series C-1 Preferred Stock, $3.5380 (as adjusted for stock splits,
            stock dividends and the like other than the reverse stock split
            effected hereby); (viii) with respect to each share of Series C-2
            Preferred Stock, $3.5380 (as adjusted for stock splits, stock
            dividends and the like other than the reverse stock split effected
            hereby); (ix) with respect to each share of Series C-3 Preferred
            Stock, $3.3709 (as adjusted for stock splits, stock dividends and
            the like other than the reverse stock split effected hereby).

                  (ii) "Affiliate" means, with respect to any Person, any (a)
            director, officer or stockholder holding 5% or more of the capital
            stock (on a Fully Diluted Basis) of such Person, (b) spouse, parent,
            sibling or descendant of such Person (or a spouse, parent, sibling
            or descendant of a director, officer, or partner of such Person) or
            (c) other Person that, directly or indirectly, through one or more
            intermediaries, controls, or is controlled by, or is under common
            control with, such Person. The term "control" includes, without
            limitation, the possession, directly or indirectly, of the power to
            direct the management and policies of a Person, whether through the
            ownership of voting securities, by contract or otherwise.

                  (iii) "Alternative Liquidation Preference" means, with respect
            to any share of Designated Preferred Stock (other than Series C
            Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred
            Stock or Series C-3 Preferred Stock), an amount equal to (x) the
            Adjusted Cost of each such share, plus, subject to Section
            4.1(a)(v), any and all dividends, if any, accrued or declared but
            unpaid thereon as provided in Section 4.1(a)(i) (including any
            Designated Preferred Dividends) multiplied by (y) (i) in the case of
            the Series A Preferred Stock and the Series A-2 Preferred Stock,
            32%, (ii) in the case of the Series B Preferred Stock, 35% and (iii)
            in the case of the Series A-1 Preferred Stock and the Series B-1
            Preferred Stock, 41%.

                  (iv) "Board" means the Board of Directors of the Corporation.

                  (v) "By-Laws" means the by-laws of the Corporation, as amended
            or supplemented from time to time.

                  (vi) "Cessation of Business" means that for a period of six
            (6) consecutive months, (i) neither the Corporation nor any
            Subsidiary thereof has transmitted automotive loan applications to
            lending institutions or other customers in the business of making
            automotive loans, purchasing retail installment sales contracts
            and/or lease agreements or (ii) neither the Corporation nor any

                                       15


            Subsidiary thereof has generated revenues (as defined by generally
            accepted accounting principles, consistently applied) from the
            business of transmitting automotive loan applications to lending
            institutions or other customers engaged in the business of making
            automotive loans, purchasing retain installment sales contract
            and/or lease agreements.

                  (vii) "COL Closing Date" means the date the Corporation issues
            4,449,856 shares of Series A-2 Preferred Stock and 1,483,285 shares
            of Series C-3 Preferred Stock pursuant to the Stock Purchase
            Agreements.

                  (viii) "Common Stock Equivalents" means all shares of Common
            Stock and all shares of Common Stock issuable (without regard to any
            present restrictions on such issuance or conversion) upon the
            conversion, exchange or exercise of all shares of securities or
            other rights that are convertible, exchangeable or exercisable for
            Common Stock.

                  (ix) "Conversion Cost" means (i) with respect to each share of
            Series A Preferred Stock, $5.6800 (as adjusted for stock splits,
            stock dividends and the like other than the reverse stock split
            effected hereby); (ii) with respect to each share of Series A-1
            Preferred Stock, $5.6800 as adjusted for stock splits, stock
            dividends and the like other than the reverse stock split effected
            hereby); (iii) with respect to each share of Series A-2 Preferred
            Stock, $10.2400 (as adjusted for stock splits, stock dividends and
            the like other than the reverse stock split effected hereby); (iv)
            with respect to each share of Series B Preferred Stock, $5.6800 (as
            adjusted for stock splits, stock dividends and the like other than
            the reverse stock split effected hereby); (v) with respect to each
            share of Series B-1 Preferred Stock, $5.6800 (as adjusted for stock
            splits, stock dividends and the like other than the reverse stock
            split effected hereby); (vi) with respect to each share of Series C
            Preferred Stock, $3.5380 (as adjusted for stock splits, stock
            dividends and the like other than the reverse stock split effected
            hereby); (vii) with respect to each share of Series C-1 Preferred
            Stock, $3.5380 (as adjusted for stock splits, stock dividends and
            the like other than the reverse stock split effected hereby); (viii)
            with respect to each share of Series C-2 Preferred Stock, $3.5380
            (as adjusted for stock splits, stock dividends and the like other
            than the reverse stock split effected hereby); and (ix) with respect
            to each share of Series C-3 Preferred Stock, $10.2400 (as adjusted
            for stock splits, stock dividends and the like other than the
            reverse stock split effected hereby).

                  (x) "Deemed A Accrual" means $1.2706 per share of Series A
            Preferred Stock.

                  (xi) "Deemed A-1 Accrual" means $0.9108 per share of Series
            A-1 Preferred Stock.

                  (xii) "Deemed B Accrual" means $1.2706 per share of Series B
            Preferred Stock.

                                       16


                  (xiii) "Deemed B-1 Accrual" means $0.9108 per share of Series
            B-1 Preferred Stock.

                  (xiv) "Deemed C Accrual" means $0.3093 per share of Series C
            Preferred Stock.

                  (xv) "Deemed C-1 Accrual" means $0.1962 per share of Series
            C-1 Preferred Stock.

                  (xvi) "Deemed C-2 Accrual" means $0.0209 per share of Series
            C-2 Preferred Stock.

                  (xvii) "Designated Preferred Dividends" means (i) with respect
            to each share of Series A Preferred Stock and Series B Preferred
            Stock, $1.0921 (as adjusted for stock splits, stock dividends and
            the like other than the reverse stock split effected hereby); (ii)
            with respect to each share of Series A-1 Preferred Stock and Series
            B-1 Preferred Stock, $0.9402 (as adjusted for stock splits, stock
            dividends and the like other than the reverse stock split effected
            hereby); (iii) with respect to each share of Series C Preferred
            Stock, $0.3093 (as adjusted for stock splits, stock dividends and
            the like other than the reverse stock split effected hereby); (iv)
            with respect to each share of Series C-1 Preferred Stock, $0.1962
            (as adjusted for stock splits, stock dividends and the like other
            than the reverse stock split effected hereby); and (v) with respect
            to each share of Series C-2 Preferred Stock, $0.0209 (as adjusted
            for stock splits, stock dividends and the like other than the
            reverse stock split effected hereby).

                  (xviii) "Designated Preferred Stock" has the meaning set forth
            in Article 4 hereof.

                  (xix) "Excluded Stock" means:

                        (A) up to 1,632,625 shares (as adjusted for stock
            dividends, stock splits, and the like) of Common Stock issuable upon
            exercise of stock options (the issuance of which was duly approved
            by the Board) granted pursuant to the Stock Option Plan to officers,
            directors, employees and/or consultants of the Corporation or its
            Subsidiaries;

                        (B) shares of Common Stock issued upon conversion or
            exercise of shares of convertible or exercisable securities
            outstanding as of the COL Closing Date;

                        (C) shares of Common Stock issued pursuant to the
            exercise or conversion of options, warrants, notes or other rights
            to acquire securities of the Corporation outstanding as of the COL
            Closing Date;

                        (D) securities issued as a stock dividend or upon any
            stock split or other subdivision or combination of shares of capital
            stock; and

                                       17


                        (E) the 4,449,856 shares of Series A-2 Preferred Stock
            to be issued pursuant to the Stock Purchase Agreements.

                        (F) the 1,483,285 shares of Series C-3 Preferred Stock
            to be issued pursuant to the Stock Purchase Agreements.

                  (xx) "Fully Diluted Basis" means assuming the conversion of
            all then-outstanding securities convertible into Common Stock, the
            exercise of all stock options then-issued or issuable for Common
            Stock pursuant to the Stock Option Plan, and the exercise of all
            then-outstanding options (other than pursuant to the Stock Option
            Plan to avoid duplication), warrants and other rights, if any,
            exercisable then or at any point in the future for Common Stock.

                  (xxi) "Liquidity Event" means (i) a sale of all or
            substantially all of the assets of the Corporation, (ii) the
            voluntary or involuntary liquidation, dissolution or winding up of
            the affairs of the Corporation, other than any dissolution,
            liquidation or winding up in connection with any reincorporation of
            the Corporation in another jurisdiction, (iii) the Cessation of
            Business, (iv) any merger or other business combination unless in
            any such case the Corporation's stockholders immediately prior to
            such transaction hold more than fifty (50%) percent of the equity of
            the surviving entity and the certificate of incorporation or other
            similar instrument provides for the preservation of substantially
            all of the relative rights and preferences of the Designated
            Preferred Stock or (v) any purchase or sale of capital stock or
            other securities of the Corporation as a result of which a
            stockholder of the Corporation as of the date hereof (or its
            Affiliates) shall hold immediately after such transaction more than
            fifty (50%) percent of the voting power of the Corporation's capital
            stock (whether by merger, consolidation or issuance, sale or
            transfer of the Corporation's capital stock).

                  (xxii) "Person" shall be construed in the broadest sense and
            shall include any natural person, company, limited liability
            company, partnership, joint venture, corporation, business trust,
            unincorporated organization, other entity or governmental entity.

                  (xxiii) "Qualified Public Offering" shall mean a public
            offering of the securities of the Corporation underwritten by a
            nationally recognized underwriter yielding (i) proceeds to the
            Corporation of not less than $20,000,000 (net of all underwriting
            discounts, commissions and expenses) and (ii) at a price per share
            valuation of not less than $10.6128 (as adjusted for stock
            dividends, stock splits, and the like).

                  (xxiv) "Registration Rights Agreement" means the Fourth
            Amended and Restated Registration Rights Agreement, dated as of the
            COL Closing Date, among the Corporation and the other parties
            thereto, as amended or supplemented form time to time.

                                       18


                  (xxv) "Requisite Designated Preferred Stockholders" means, at
            any point in time, holders of shares of Designated Preferred Stock,
            holding, in the aggregate, more than seventy-five (75%) percent of
            the votes to which all holders of Designated Preferred Stock
            then-outstanding are entitled to vote pursuant to Section 4.1(c)(i);

                  (xxvi) "Securities Act" means the Securities Act of 1933, as
            amended, or any successor United States Federal statute, and the
            rules and regulations of the Securities Exchange Commission
            thereunder, all as the same shall be in effect from time to time.

                  (xxvii) "Series A Preferred Preference Amount" means (A)
            $8.0000 (as adjusted for stock splits, stock dividends and the like
            other than the reverse stock split effected hereby), plus (B) the
            quotient of (i) any and all accrued or declared and unpaid dividends
            (other than Designated Preferred Dividends) on each share of Series
            A Preferred Stock, divided by (ii) the Adjusted Cost of such share,
            plus (C) if a Trigger Event has occurred, the Deemed A Accrual.

                  (xxviii) "Series A-1 Preferred Preference Amount" means (A)
            $8.0000 (as adjusted for stock splits, stock dividends and the like
            other than the reverse stock split effected hereby), plus (B) the
            quotient of (i) any and all accrued or declared and unpaid dividends
            (other than Designated Preferred Dividends) on each share of Series
            A-1 Preferred Stock, divided by (ii) the Adjusted Cost of such
            share, plus (C) if a Trigger Event has occurred, the Deemed A-1
            Accrual.

                  (xxix) "Series A-2 Preferred Preference Amount" means $10.2400
            (as adjusted for stock splits, stock dividends and the like other
            than the reverse stock split effected hereby), plus the quotient of
            (i) any and all accrued or declared and unpaid dividends on each
            share of Series A-2 Preferred Stock, divided by (ii) the Adjusted
            Cost of such share.

                  (xxx) "Series B Preferred Preference Amount" means (A) $8.0000
            (as adjusted for stock splits, stock dividends and the like other
            than the reverse stock split effected hereby), plus (B) the quotient
            of (i) any and all accrued or declared and unpaid dividends (other
            than Designated Preferred Dividends) on each share of Series B
            Preferred Stock, divided by (ii) the Adjusted Cost of such share,
            plus (C) if a Trigger Event has occurred, the Deemed B Accrual.

                  (xxxi) "Series B-1 Preferred Preference Amount" means (A)
            $8.0000 (as adjusted for stock splits, stock dividends and the like
            other than the reverse stock split effected hereby), plus (B) the
            quotient of (i) any and all accrued or declared and unpaid dividends
            (other than Designated Preferred Dividends) on each share of Series
            B-1 Preferred Stock, divided by (ii) the Adjusted Cost of such
            share, plus (C) if a Trigger Event has occurred, the Deemed B-1
            Accrual.

                  (xxxii) "Series C Preferred Preference Amount" means(A)
            $3.8322 (as adjusted for stock splits, stock dividends and the like
            other than the reverse stock

                                       19


            split effected hereby), plus (B) the quotient of (i) any and all
            accrued or declared and unpaid dividends (other than Designated
            Preferred Dividends) on each share of Series C Preferred Stock,
            divided by (ii) the Adjusted Cost of such share, plus (C) if a
            Trigger Event has occurred, the Deemed C Accrual.

                  (xxxiii) "Series C-1 Preferred Preference Amount" means (A)
            $3.5380 (as adjusted for stock splits, stock dividends and the like
            other than the reverse stock split effected hereby), plus (B) the
            quotient of (i) any and all accrued or declared and unpaid dividends
            (other than Designated Preferred Dividends) on each share of Series
            C-1 Preferred Stock, divided by (ii) the Adjusted Cost of such
            share, plus (C) if a Trigger Event has occurred, the Deemed C-1
            Accrual.

                  (xxxiv) "Series C-2 Preferred Preference Amount" means (A)
            $3.5380 (as adjusted for stock splits, stock dividends and the like
            other than the reverse stock split effected hereby), plus (B) the
            quotient of (i) any and all accrued or declared and unpaid dividends
            (other than Designated Preferred Dividends) on each share of Series
            C-2 Preferred Stock, divided by (ii) the Adjusted Cost of such
            share, plus (C) if a Trigger Event has occurred, the Deemed C-2
            Accrual.

                  (xxxv) "Series C-3 Preferred Preference Amount" means $10.2400
            (as adjusted for stock splits, stock dividends and the like other
            than the reverse stock split effected hereby), plus the quotient of
            (i) any and all accrued or declared and unpaid dividends on each
            share of Series C-3 Preferred Stock, divided by (ii) the Adjusted
            Cost of such share.

                  (xxxvi) "Standard Liquidation Preference" means the Adjusted
            Cost of each such share, plus, subject to Section 4.1(a)(v), any and
            all dividends, if any, accrued or declared but unpaid thereon as
            provided in Section 4.1(a)(i) (including any Designated Preferred
            Dividends).

                  (xxxvii) "Stockholders' Agreement" means the Fourth Amended
            and Restated Stockholders' Agreement, dated as of the COL Closing
            Date, among the Corporation and the other parties thereto, as
            amended or supplemented from time to time.

                  (xxxviii) "Stock Option Plan" means the 2001 Stock Option Plan
            of the Corporation, as amended from time to time, or any other stock
            option plan duly adopted by the Corporation.

                  (xxxix) "Stock Purchase Agreements" means those certain Stock
            Purchase Agreements, dated as of January 30, 2003, by and among the
            respective parties thereto.

                  (xl) "Subsidiary" means with respect to any Person, a Person
            of which the owner or one or more of its Subsidiaries holds
            securities or other interests having the power to elect a majority
            of that Person's board of directors or similar governing body, or
            otherwise having the power to direct the business and policies

                                       20


            of that Person (other than securities or other interests having such
            power only upon the happening of a contingency that has not
            occurred).

                  (xli) "Trigger Event" has the meaning set forth in Section
            4.1(a)(v).

                  (xlii) "Voting Cost" means (i) with respect to each share of
            Series A Preferred Stock, $8.0000 (as adjusted for stock splits,
            stock dividends and the like other than the reverse stock split
            effected hereby); (ii) with respect to each share of Series A-1
            Preferred Stock, $8.0000 (as adjusted for stock splits, stock
            dividends and the like other than the reverse stock split effected
            hereby); (iii) with respect to each share of Series A-2 Preferred
            Stock, $10.2400 (as adjusted for stock splits, stock dividends and
            the like other than the reverse stock split effected hereby); (iv)
            with respect to each share of Series B Preferred Stock, $8.0000 (as
            adjusted for stock splits, stock dividends and the like other than
            the reverse stock split effected hereby); (v) with respect to each
            share of Series B-1 Preferred Stock, $8.0000 (as adjusted for stock
            splits, stock dividends and the like other than the reverse stock
            split effected hereby); (vi) with respect to each share of Series C
            Preferred Stock, $3.8322 (as adjusted for stock splits, stock
            dividends and the like other than the reverse stock split effected
            hereby); (vii) with respect to each share of Series C-1 Preferred
            Stock, $3.5380 (as adjusted for stock splits, stock dividends and
            the like other than the reverse stock split effected hereby), (viii)
            with respect to each share of Series C-2 Preferred Stock, $3.5380
            (as adjusted for stock splits, stock dividends and the like other
            than the reverse stock split effected hereby) and (ix) with respect
            to each share of Series C-3 Preferred Stock, $10.2400 (as adjusted
            for stock splits, stock dividends and the like other than the
            reverse stock split effected hereby).

            4.2 COMMON STOCK.

      Each holder of shares of Common Stock shall be entitled to one vote for
each share of Common Stock held on all matters as to which holders of Common
Stock shall be entitled to vote. Except for and subject to those rights
expressly granted to the holders of the Preferred Stock, or except as may be
provided by the laws of the State of Delaware, the holders of Common Stock shall
have exclusively all other rights of stockholders including, but not by way of
limitation, (i) the right to receive dividends, when, as and if declared by the
Board out of assets legally available therefor and (ii) in the event of any
distribution of assets upon a Liquidity Event or otherwise, the right to receive
ratably and equally with the holders of the Designated Preferred Stock all the
assets and funds of the Corporation remaining after the payment to the holders
of shares of Preferred Stock of the specific amounts which they are entitled to
receive, respectively, upon such Liquidity Event as herein provided.

                                   ARTICLE V

      Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws of the Corporation may provide. The books of the
corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board or in the By-Laws of the Corporation.

                                       21


                                   ARTICLE VI

      For the management of the business and for the conduct of the affairs of
the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that the number of directors
of the Corporation shall be such as from time to time shall be fixed in the
manner provided in the By-Laws of the Corporation and the Stockholders'
Agreement. The election of directors of the Corporation need not be by ballot
unless the By-Laws so require.

                                  ARTICLE VII

      In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware, subject to Section 4.1(c)(ii)(F), the Board is
expressly authorized to make, amend and repeal the By-Laws. No action shall be
taken by the stockholders of the Corporation except at an annual or special
meeting of stockholders called in accordance with the By-Laws or by written
consent of stockholders in accordance with the By-Laws.

                                  ARTICLE VIII

      To the fullest extent permitted by applicable law, the Corporation is
authorized to provide indemnification of (and advancement of expenses to) agents
of the Corporation (and any other persons to which General Corporation Law
permits the Corporation to provide indemnification) through bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the General Corporation Law,
subject only to limits created by applicable General Corporation Law (statutory
or non-statutory), with respect to actions for breach of duty to the
Corporation, its stockholders, and others.

      Any amendment, repeal or modification of the foregoing provisions of this
Article VIII shall not adversely affect any right or protection of a director,
officer, agent, or other person existing at the time of, or increase the
liability of any director of the Corporation with respect to, any acts or
omissions of such director, officer or agent occurring prior to, such amendment,
repeal or modification.

                                   ARTICLE IX

      Pursuant to Section 122 of the General Corporation Law, the Corporation
hereby renounces any interest or expectancy of the Corporation in, or being
offered an opportunity to participate in any business opportunities presented to
an Investor Director (as defined in the Stockholders' Agreement) (i) in his or
her capacity as an employee, officer or director of an Investor (as defined in
the Stockholders' Agreement), (ii) through his or her relationship with any
affiliate or business partner of such Investor (other than the Corporation), or
(iii) through his or her relationship with any other company in which such
Investor has an equity or debt investment (other than the Corporation).

      This Article IX may not be amended, repealed, modified or rescinded, and
the Corporation shall not amend, repeal, modify or rescind this Article IX,
without the approval and

                                       22


affirmative vote of each of the holders of Preferred Stock who designated and
approved an, or has the right to approve an, Investor Director pursuant to the
Stockholders' Agreement.

                                * * * * * * * * *

                                       23

EX-3.3

                                                                     EXHIBIT 3.3


                           DEALERTRACK HOLDINGS, INC.

                                    * * * * *

                                     BY-LAWS

                                    * * * * *


                                    ARTICLE I


                                     OFFICES

     SECTION 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     SECTION 2. The corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. All meetings of the stockholders for the election of directors
shall be held at such time and place within or without the State of Delaware as
may be fixed from time to time by the board of directors and stated in the
notice of the meeting.

     SECTION 2. Annual meetings of stockholders, commencing with the year 2001,
shall be held on the last business day of March if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 11:00 A.M., or at such
other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meetings, at which they shall elect by
a plurality vote a board of directors, unless otherwise prescribed by statute or
by the Certificate of Incorporation of the corporation, as may be amended from
time to time (the "Certificate"), and transact such other business as may
properly be brought before the meeting.



     SECTION 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than one nor more than thirty days before the date of the
meeting.

     SECTION 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     SECTION 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate, may be
called by the president and shall be called by the president or the secretary at
the request in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.

     SECTION 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than one nor more than thirty days before the date of
the meeting, to each stockholder entitled to vote at such meeting.





                                       2


     SECTION 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     SECTION 8. The holders of fifty percent of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

     SECTION 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any questions brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate, a different vote is required, in which case such express provisions
shall govern and control the decision of such question.

     SECTION 10. Unless otherwise provided in the Certificate, each stockholder
shall at every meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.









                                       3


     SECTION 11. Unless otherwise provided in the Certificate, any action
required to be taken at any annual regular or special meeting of stockholders of
the corporation, or any action which may be taken at any annual regular or
special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                  ARTICLE III

                                   DIRECTORS

     SECTION 1. Unless otherwise set forth in the Certificate, the number of
directors which shall constitute the whole board shall be set forth in the
Second Amended and Restated Stockholders' Agreement of the corporation, dated as
of April 22, 2002, among the corporation, the Stockholders identified on Annex I
attached thereto, and DealerTrack.com, Inc. and webalg, inc., as may be amended
from time to time (the "Stockholders' Agreement"). The directors shall be
elected pursuant to the Stockholders' Agreement. Directors need not be
stockholders.

     SECTION 2. Except as otherwise provided by the Stockholders' Agreement,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, though less than a quorum, or by the sole remaining director, and the
directors so chosen shall hold office until the next annual election or until
their successors are duly elected and shall qualify, unless sooner displaced.
Except as otherwise provided by the Stockholders' Agreement, if, at the time of




                                       4


filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

     SECTION 3. The business of the corporation shall be managed by or under the
direction of its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate or by these by-laws directed or required to be exercised or done
by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     SECTION 5. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

     SECTION 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.









                                       5


     SECTION 7. Special meetings of the board may be called by the president on
two day's notice to each director, either personally or by mail or by electronic
means, such as email; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of the sole director.

     SECTION 8. At all meetings of the board, a majority of the directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the Certificate. If a quorum shall not be represented at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 9. Unless otherwise restricted by the Certificate or these by-laws,
any action required or permitted to be taken at any meeting of the board of
directors or any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the board or committee.

     SECTION 10. Unless otherwise restricted by the Certificate or these
by-laws, members of the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in









                                       6


the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

     SECTION 11. Subject to the Stockholders' Agreement, the board of directors
may, by resolution passed by a majority of the whole board, designate one or
more committees, each committee to consist of one or more of the directors of
the corporation. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Subject to the Stockholders' Agreement, in the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
board of directors to act at the meeting in the place of any such absent or
disqualified member.

     Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution or the Certificate expressly so provide, no such committee
shall have the power or authority to declare a dividend; or to authorize the
issuance of stock. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors.










                                       7



     SECTION 12. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

     SECTION 13. Unless otherwise restricted by the Certificate or these
by-laws, the board of directors shall have the authority to fix the compensation
of directors. The directors may be paid their expenses, if any, for attendance
at each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

     SECTION 14. Subject to the Stockholders' Agreement, unless otherwise
restricted by the Certificate or by law, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.

                                   ARTICLE IV

                                    NOTICES

     SECTION 1. Whenever, under the provisions of the statutes or of the
Certificate or of these by-laws, notice is required to be given to any director
or stockholder, it shall not be construed to mean personal notice, but such
notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by electronic means, such as email.










                                       8


     SECTION 2. Whenever any notice is required to be given under the provisions
of the statutes or of the Certificate or of these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.


                                   ARTICLE V

                                    OFFICERS

     SECTION 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a treasurer and a secretary. Any number of
offices may be held by the same person, unless the Certificate or these bylaws
otherwise provide.

     SECTION 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a treasurer and a secretary.

     SECTION 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     SECTION 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     SECTION 5. The officers of the corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.








                                       9


                                  THE PRESIDENT

     SECTION 6. The president shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the
board of directors are carried into effect.

     SECTION 7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted
by-law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

     SECTION 8. The executive vice president, if any, or, if there shall be more
than one, the executive vice presidents in the order determined by the board of
directors, shall, in the absence or disability of the president, perform the
duties and exercise the powers of the president and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe. The senior vice president, if any, or, if there shall be more
than one, the senior vice presidents in the order determined by the board of
directors, shall, in the absence or disability of the president and all
executive vice presidents, perform the duties and exercise the powers of the
president and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe. The vice president, if any,
or if there shall be more than one, the vice presidents in the order determined
by the board of directors, shall, in the absence or disability of the president
and all executive vice presidents and senior vice presidents, perform the duties
and exercise the powers of the president and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.







                                       10


                     THE SECRETARY AND ASSISTANT SECRETARIES

     SECTION 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, if any,
shall have authority to affix the same to any instrument requiring it and when
so affixed, it may be attested by his signature or by the signature of such
assistant secretary, if any. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

     SECTION 10. The assistant secretary, if any, or, if there be more than one,
the assistant secretaries in the order determined by the board of directors, or,
if there be no such determination, then in the order of their election, shall,
in the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     SECTION 11. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.








                                       11


     SECTION 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

     SECTION 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in the case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

     SECTION 14. The assistant treasurer, if any, or, if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors, or, if there be no such determination, then in the order of their
election, shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                                   ARTICLE VI

                              CERTIFICATE OF STOCK

     SECTION 1. Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
chairman of the board of directors, or the president or a vice president, or the
treasurer or an assistant treasurer, or the secretary or an assistant secretary
of the corporation, certifying the number of shares owned by him in the
corporation.







                                       12



     Certificates may be issued for partly paid shares and in such case upon the
face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences or rights, or both.

     SECTION 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

     SECTION 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed upon the making of an affidavit of that fact by the person








                                       13


claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or give the corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed, or
both.

                                TRANSFER OF STOCK

     SECTION 4. Subject to the provisions of the Stockholders' Agreement, upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the persons entitled thereto, cancel
the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

     SECTION 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.







                                       14



                             REGISTERED STOCKHOLDERS

     SECTION 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owners, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                  ARTICLE VII

                               GENERAL PROVISIONS

                                   DIVIDENDS

     SECTION 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the Certificate, if any, may be declared by the board of
directors at any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate.

     SECTION 2. Subject to the Certificate, before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interest of the corporation, and the directors may modify or abolish any
such reserves in the manner in which they were created.







                                       15



                                     CHECKS

     SECTION 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     SECTION 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     SECTION 5. The corporate seal shall have inscribed thereon the name of the
corporation, and the words, "Corporate Seal, Delaware." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                 INDEMNIFICATION

     SECTION 6. The corporation shall indemnify its officers, directors and
employees to the extent permitted by the General Corporation Law of Delaware.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These by-laws may be altered, amended or repealed or new by-laws
may be adopted by the stockholders or by the board of directors, subject to the
provisions of the Stockholders' Agreement and the Certificate, at any regular
meeting of the stockholders or of the board of directors or at any special
meeting of the stockholders or of the board of directors, if notice of such
alteration, amendment, repeal or adoption of new by-laws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the Certificate, it shall not divest
or limit the power of the stockholders to adopt, amend or repeal by-laws.






                                       16





                             AMENDMENT TO BY-LAWS OF

                           DEALERTRACK HOLDINGS, INC.

     1.   Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the DealerTrack Holdings, Inc. By-Laws (the
"By-Laws").

     2.   Amendment to Article III, Section 1. Article III, Section 1 of the
By-Laws is hereby amended by deleting the words "Second Amended and Restated
Stockholders' Agreement of the corporation, dated as of April 22, 2002 among the
corporation, the Stockholders identified on Annex I attached thereto, and
DealerTrack.com, Inc. and webalg, inc." in the first sentence and replacing it
with the words "Third Amended and Restated Stockholders' Agreement of the
corporation, dated as of December 4, 2002, among the corporation, the
Stockholders identified on Annex I attached thereto and DealerTrack, Inc. and
webalg, inc.".











                             AMENDMENT TO BY-LAWS OF

                           DEALERTRACK HOLDINGS, INC.

     1.   Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the DealerTrack Holdings, Inc. By-Laws (the
"By-Laws").

     2.   Amendment to Article III, Section 1. Article III, Section 1 of the
By-Laws is hereby amended by deleting the words "Third Amended and Restated
Stockholders' Agreement of the corporation, dated as of December 4, 2002, among
the corporation, the Stockholders identified on Annex I attached thereto and
DealerTrack, Inc. and webalg, inc." in the first sentence and replacing it with
the words "Fourth Amended and Restated Stockholders' Agreement of the
corporation, dated as of December 4, 2002, among the corporation, the
Stockholders identified on Annex I attached thereto and DealerTrack, Inc.,
webalg, inc. and Credit Online, Inc.".

EX-4.1

                                                                     EXHIBIT 4.1

               FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

                           DATED AS OF MARCH 19, 2003

                                      AMONG

                           DEALERTRACK HOLDINGS, INC.

                                     AND THE

                         STOCKHOLDERS IDENTIFIED HEREIN



                                TABLE OF CONTENTS



                                                                                                    PAGE
                                                                                                    ----
                                                                                                 
SECTION 1.   DEFINITIONS.....................................................................         2

SECTION 2.   LIMITATIONS ON TRANSFERS OF STOCK AND INVESTMENTS IN COMPETITORS ...............        13

SECTION 3.   RIGHT OF FIRST REFUSAL..........................................................        14

SECTION 4.   RIGHT OF CO-SALE................................................................        15

SECTION 5.   REPURCHASE RIGHT................................................................        16

SECTION 6.   PREEMPTIVE RIGHTS...............................................................        20

SECTION 7.   PUT PROVISIONS; SALE OF THE CORPORATION.........................................        21

SECTION 8.   COVENANTS OF THE CORPORATION....................................................        27

SECTION 9.   APPROVED SALE OF THE CORPORATION................................................        28

SECTION 10.  ELECTION OF DIRECTORS; VOTING...................................................        29

SECTION 11.  REGULATORY MATTERS..............................................................        32

SECTION 12.  REPRESENTATION OF THE STOCKHOLDERS..............................................        34

SECTION 13.  LEGEND; OPINION OF COUNSEL......................................................        34

SECTION 14.  ADDITIONAL SHARES OF STOCK......................................................        35

SECTION 15.  DURATION OF AGREEMENT...........................................................        35

SECTION 16.  JOINDERS; AMENDMENT OF ANNEX I..................................................        36

SECTION 17.  SEVERABILITY; GOVERNING LAW.....................................................        37

SECTION 18.  SUCCESSORS AND ASSIGNS..........................................................        37

SECTION 19.  NOTICES.........................................................................        37

SECTION 20.  MODIFICATION; WAIVER............................................................        43

SECTION 21.  VOTING..........................................................................        43

SECTION 22.  REMEDIES .......................................................................        44

SECTION 23.  NO DISCLOSURE OBLIGATIONS.......................................................        44

SECTION 24.  HEADINGS........................................................................        45

SECTION 25.  NOUNS AND PRONOUNS..............................................................        45

SECTION 26.  ENTIRE AGREEMENT................................................................        45

SECTION 27.  COUNTERPARTS....................................................................        45

SECTION 28.  AMENDED AND RESTATED AGREEMENT..................................................        45


Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       i


            FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (the
"Agreement"), dated as of March 19, 2003, among:

            I. DEALERTRACK HOLDINGS, INC., a Delaware corporation (the
"Corporation");

            II. the STOCKHOLDERS of the Corporation identified on Annex I (each,
a "Stockholder" and, collectively, the "Stockholders"); and

            III. DEALERTRACK, INC., WEBALG, INC. and CREDIT ONLINE, INC. each a
Delaware corporation and a wholly-owned Subsidiary (as defined below) of the
Corporation (the Corporation, Stockholders, DealerTrack, Inc., webalg, inc. and
Credit Online, Inc. together, the "Parties").

      WHEREAS, the Corporation and certain of the Parties hereto have entered
into those certain Stock Purchase Agreements dated as of January 30, 2003, among
the respective parties thereto (the "Stock Purchase Agreements"), pursuant to
which the Corporation shall issue (i) to the Series A-2 Stockholders (as defined
below) shares of the Corporation's Series A-2 Preferred Stock (as defined below)
and (ii) to the Series C-3 Stockholders (as defined below) shares of the
Corporation's Series C-3 Preferred Stock (as defined below);

      WHEREAS, the Corporation and certain of the Parties hereto have entered
into that certain Series C-2 Securities Purchase Agreement, dated as of December
4, 2002, among the Corporation and the Series C-2 Stockholders (as defined
below) (the "Series C-2 Securities Purchase Agreement") pursuant to which the
Corporation issued to such Series C-2 Stockholders shares of the Corporation's
Series C-2 Preferred Stock (as defined below);

      WHEREAS, the Corporation and certain of the Parties hereto have entered
into a Series C-1 Securities Purchase Agreement, dated as of April 22, 2002,
among the Corporation and the Series C-1 Stockholders (as defined below) (the
"Series C-1 Securities Purchase Agreement"), pursuant to which the Corporation
issued to such Series C-1 Stockholders shares of the Corporation's Series C-1
Preferred Stock (as defined below);

      WHEREAS, the Corporation and certain of the Parties hereto have entered
into a Securities Purchase Agreement, dated as of December 28, 2001, among the
Corporation and the Series C Stockholders (as defined below), pursuant to which
the Corporation issued to such Series C Stockholders shares of the Corporation's
Series C Preferred Stock (as defined below);

      WHEREAS, the Corporation and certain of the Parties hereto have entered
into a Stock Exchange Agreement, dated as of August 10, 2001, pursuant to which
the Corporation issued to such parties shares of the Corporation's Series A
Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series
B-1 Preferred Stock (each, as defined below), as applicable;

      WHEREAS, as a condition to and in connection with the execution of the
Stock Purchase Agreements, the Parties hereto desire to amend and restate the
Third Amended and Restated Stockholders' Agreement, dated as of December 4,
2002, among the Corporation and the holders of the Series A Preferred Stock,
Series A-1 Preferred Stock, Series B Preferred Stock,

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement



the Series B-1 Preferred Stock, the Series C Preferred Stock, Series C-1
Preferred Stock, Series C-2 Preferred Stock and Common Stock (the "Prior
Stockholders' Agreement");

      WHEREAS, each Stockholder owns, on the date hereof, that number of shares
of Stock (as defined below) set forth opposite such Stockholder's name on Annex
I hereto; and

      WHEREAS, it is deemed to be in the best interest of the Corporation and
the Stockholders that provision be made for the continuity and stability of the
business and policies of the Corporation, and, to that end, the Corporation and
the Stockholders hereby set forth their agreement with respect to the shares of
Stock owned by the Stockholders.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the Parties hereto hereby agree
as follows:

            SECTION 1. DEFINITIONS.

            As used in this Agreement, the following terms shall have the
following respective meanings:

      "Adjusted Treasury Stock Basis" means assuming the conversion of all
then-outstanding securities convertible into Common Stock, the exercise of all
then-outstanding vested (or which vests as a result of any transaction
contemplated by Section 7 herein) stock options for Common Stock pursuant to the
Stock Option Plan, and the exercise of all then-outstanding options (other than
pursuant to the Stock Option Plan to avoid duplication), warrants and other
rights, if any, exercisable then at any point in the future for Common Stock.
All exercises of options, warrants or any other rights, if any, hereunder shall
be calculated pursuant to the treasury stock method in accordance with GAAP.

      "Affiliate" means, with respect to any Person, any (a) director, officer
or stockholder holding 5% or more of the capital stock (on a Fully Diluted
Basis) of such Person, (b) spouse, parent, sibling or descendant of such Person
(or a spouse, parent, sibling or descendant of a director, officer, or partner
of such Person) or (c) other Person that, directly or indirectly, through one or
more intermediaries, controls, or is controlled by, or is under common control
with, such Person. The term "control" includes, without limitation, the
possession, directly or indirectly, of the power to direct the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

      "ALG" means Automotive Lease Guide (alg), LLC.

      "ALG Observer" shall have the meaning set forth in Section 10(d) hereof.

      "AmeriCredit" means ACF Investment Corp.

      "AmeriCredit Director" shall have the meaning set forth in Section
10(a)(iii) hereof.

      "Appraiser Trigger Date" shall have the meaning set forth in Section
7(a)(ii) hereof.

      "Approved Sale" shall have the meaning set forth in Section 9(a) hereof.

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       2


      "Board" means the board of directors of the Corporation.

      "Board Observer" shall have the meaning set forth in Section 10(d) hereof.

      "Broker" shall have the meaning set forth in Section 7(d) hereof.

      "Business Day" means each day other than Saturday, Sunday, any federal
holiday or state recognized holiday in the State of New York.

      "By-Laws" means the by-laws of the Corporation, as amended from time to
time.

      "Capital One" means Capital One Auto Finance, Inc.

      "Capital One Director" shall have the meaning set forth in Section
10(a)(iv) hereof.

      "Cause", with respect to a Management Stockholder, (a) shall have the
meaning ascribed to such term in a then-effective written agreement between such
Management Stockholder and the Corporation or any of its Subsidiaries, or (b) in
the absence of such then-effective written agreement, shall mean (1) the
commission by such Management Stockholder of any act of fraud, theft or
financial dishonesty with respect to the Corporation or any of its Subsidiaries,
including the misappropriation (or attempted misappropriation) of any of the
funds or property of the Corporation or any Subsidiary thereof, (2) such
Management Stockholder has been convicted of, or plead guilty to, a felony, the
procedural equivalent thereof or any crime involving moral turpitude or
dishonesty on the part of such Management Stockholder, (3) any material breach
by such Management Stockholder of any agreement or understanding between the
Corporation or any Subsidiary thereof, on the one hand, and such Management
Stockholder, on the other hand (whether written or oral), including, without
limitation, the willful and continued failure or refusal of such Management
Stockholder to perform the material duties required of such Management
Stockholder as a director, officer or employee of, or as an advisor, independent
consultant or independent contractor to, the Corporation or any Subsidiary
thereof, other than as a result of such Management Stockholder having a
Disability (as defined in the Stock Option Plan)), (4) gross negligence or
willful misconduct with respect to the business and affairs of the Corporation
or any Subsidiary or Affiliate thereof (other than neglect solely due to such
Management Stockholder's Disability (as defined in the Stock Option Plan),
including such Management Stockholder's violation of any material policy of the
Corporation and (5) incompetence or negligence in the performance of such
Management Stockholder's duties in the reasonable opinion of the Board.

      "Causing Stockholder" shall have the meaning set forth in Section 11(b).

      "Certificate" means the Fourth Restated Certificate of Incorporation of
the Corporation, as amended from time to time.

      "Closing Date" shall mean the date hereof.

      "CMSI" means First American Credit Management Solutions, Inc., a Delaware
corporation.

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       3


      "Committee Observer" shall have the meaning set forth in Section 10(c)
hereof.

      "Common Stock" means the Common Stock, $0.01 par value per share, of the
Corporation.

      "Common Stock Equivalent Basis" means the conversion of all classes of
Preferred Stock of the Corporation convertible into Common Stock, but not the
exercise of any options or warrants for Common Stock.

      "Common Stockholders" means all holders of Common Stock, including all
Management Stockholders.

      "Corporation" shall have the meaning set forth in the caption to this
Agreement.

      "Corporation Group" shall have the meaning set forth in Section 5(a)
hereof.

      "Corporation Put Period" shall have the meaning set forth in Section
7(a)(iv) hereof.

      "DealerTrack Regulatory Problem" shall have the meaning set forth in
Section 11(b).

      "Decedent" shall have the meaning set forth in Section 5(b) hereof.

      "Designated Shares" shall have the meaning set forth in Section 5(a)(ii)
hereof.

      "Designation Notice" shall have the meaning set forth in Section 5(a)(ii)
hereof.

      "Designee" shall have the meaning set forth in Section 5(a)(ii) hereof.

      "DGCL" means the General Corporation Law of the State of Delaware.

      "Documents" means this Agreement, the Certificate, the Registration Rights
Agreement and the Stock Purchase Agreements.

      "Election Notice" shall have the meaning set forth in Section 5(a)(ii)
hereof.

      "Equity Financing" shall have the meaning set forth in Section 6(a)
hereof.

      "Excluded Securities" shall have the meaning set forth in Section 6(f)
hereof.

      "Exempt Transfers" means any Transfer (i) by a party hereto to a member of
such party's Group who agrees in writing to be bound by the provisions of this
Agreement to the same extent as applicable to such transferring party or (ii)
pursuant to Section 7 hereof.

      "FAC" shall have the meaning set forth in Section 10(a)(vii) hereof.

      "FAC Director" shall have the meaning set forth in Section 10(a)(vii)
hereof.

      "Fair Market Value" means the per share fair market value of the
outstanding Common Stock of the Corporation, as last determined in good faith by
the Board prior to the Repurchase

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       4


Event or, if the Board determines in good faith that such fair market value has
materially changed since such determination, the fair market value as determined
in good faith by the Board as of the most recent practicable date prior to the
Repurchase Event. The Fair Market Value of Common Stock as of the date of this
Agreement and until the first determination of the Fair Market Value thereof by
the Board shall, for purposes of this paragraph, be deemed to be $2.80.

      "First Potential Put Closing Date" shall have the meaning set forth in
Section 7(e) hereof.

      "FMV Determination Date" shall have the meaning set forth in Section
5(a)(i) hereof.

      "Fraction" shall have the meaning set forth in Section 7(a)(v) hereof.

      "Fully Diluted Basis" means assuming the conversion of all
then-outstanding securities convertible into Common Stock, the exercise of all
stock options then-issued or issuable for Common Stock pursuant to the Stock
Option Plan, and the exercise of all then-outstanding options (other than
pursuant to the Stock Option Plan to avoid duplication), warrants and other
rights, if any, exercisable then or at any point in the future for Common Stock.

      "GAAP" means U.S. generally accepted accounting principles.

      "Governmental Entity" means any domestic or foreign federal, state,
municipal, or other government, governmental department, commission, board,
bureau, agency or instrumentality, or any court or tribunal.

      "Group" means:

      (a) in the case of any Stockholder who is an individual, (A) such
Stockholder and any Person one hundred percent (100%) of whose outstanding
securities and equity and beneficial interests are directly or indirectly owned,
controlled or held by such Stockholder, (B) the siblings, spouse, lineal
descendants, adopted children, parents and grandparents of such Stockholder and
(C) any trust for the benefit of any of the foregoing;

      (b) in the case of any Stockholder which is a partnership, (A) such
partnership and any of its limited or general partners, (B) any corporation or
other business organization to which such partnership shall sell all or
substantially all of its assets or with which it shall be merged, (C) any
Affiliate of such partnership and (D) with the approval of the Board, which
approval shall not be unreasonably withheld, any employee of such Stockholder or
Affiliate;

      (c) in the case of any Stockholder that is a limited liability company,
(A) such limited liability company and any of its members, (B) any corporation
or other business organization to which such limited liability company shall
sell all or substantially all of its assets or with which it shall be merged,
(C) any Affiliate of such limited liability company and (D) with the approval of
the Board, which approval shall not be unreasonably withheld, any employee of
such Stockholder or Affiliate; and

      (d) in the case of any Stockholder which is a corporation, (A) such
corporation, (B) any corporation or other business organization to which such
corporation shall sell or transfer all or substantially all of its assets or
with which it shall be merged, (C) any Affiliate of such

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       5


corporation and (D) with the approval of the Board, which approval shall not be
unreasonably withheld, any employee of such Stockholder or Affiliate.

      "GRP" means, collectively, GRP II, L.P., GRP II Partners, L.P. and GRP II
Investors, L.P.

      "GRP Director" shall have the meaning set forth in Section 10(a)(vi)
hereof.

      "Initial Allocation Period" shall have the meaning set forth in Section
7(b) hereof.

      "Investor Director" means, for the purpose of the reference made to such
term by Article IX of the Certificate and this Agreement, the AmeriCredit
Director, the Capital One Director, the FAC Director, each J.P. Morgan Director,
the WF Director, the WFS Director, the GRP Director and any other director who
is an Affiliate of an Investor.

      "Information" shall have the meaning set forth in Section 23(a) hereof.

      "Investors" means ADP, AmeriCredit, ALG, Capital One, CMSI, GRP, J.P.
Morgan, Wells Fargo, Wells Financial, WFS and their respective permitted
transferees in accordance with Section 2, with each of the foregoing an
"Investor."

      "J.P. Morgan" means J.P. Morgan Partners (23A SBIC), LLC.

      "J.P. Morgan Director" shall have the meaning set forth in Section
10(a)(i) hereof.

      "Joinder" shall have the meaning set forth in Section 2(a) hereof.

      "Law" means as to any Person, any constitution, law, statute, treaty,
rule, ordinance, permit, certificate, directive, requirement, regulation or
Order of any Governmental Entity.

      "Life Insurance Proceeds" shall have the meaning set forth in Section 5(b)
hereof.

      "Liquidity Attempt Period" shall have the meaning set forth in Section
7(d) hereof.

      "Liquidity Event" shall have the meaning set forth in the Certificate.

      "Management Group" shall have the meaning set forth in Section 5(a)
hereof.

      "Management Stockholders" means all employees, officers and directors of
and consultants to the Corporation who hold shares of Common Stock, including,
without limitation, any Person who exercises an option to purchase Common Stock
pursuant to the Stock Option Plan.

      "Non-Allocated Put Shares" shall have the meaning set forth in Section
7(b) hereof.

      "Non-Purchased Put Shares" shall have the meaning set forth in Section
7(b) hereof.

      "Notice of Acceptance" shall have the meaning set forth in Section 6(b)
hereof.

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       6


      "Offer" shall have the meaning set forth in Section 6(a) hereof.

      "Offered Securities" shall have the meaning set forth in Section 6(a)
hereof.

      "Orders" means judgments, writs, decrees, injunctions, orders, compliance
agreements or settlement agreements of or with any Governmental Entity or
arbitrator.

      "Original Cost" means the Option Price (as such term is defined in the
Stock Option Plan) at which each share of Common Stock subject to an option is
granted under the Stock Option Plan or the purchase price per share of a
security, as applicable, in each case, as adjusted from time to time for stock
splits, stock dividends and the like.

      "Other Regulated Investor" shall have the meaning set forth in Section
11(a)(ii).

      "Other Regulatory Problem" shall have the meaning set forth in Section
11(a)(ii).

      "Participating Put Offerees" shall have the meaning set forth in Section
7(b) hereof.

      "Person" shall be construed in the broadest sense and shall include any
natural person, company, partnership, joint venture, corporation, limited
liability company, business trust, unincorporated organization, other entity or
Governmental Entity.

      "Preferred Stock" shall have the meaning set forth in the Certificate.

      "Preferred Stockholders" means the Series A Stockholders, the Series A-1
Stockholders, the Series A-2 Stockholders, the Series B Stockholders, the Series
B-1 Stockholders, the Series C Stockholders, the Series C-1 Stockholders, the
Series C-2 Stockholders and the Series C-3 Stockholders.

      "Prior Stockholders' Agreement" means that certain Third Amended and
Restated Stockholders' Agreement of the Corporation, dated as of December 4,
2002, among the Parties.

      "Proportionate Percentage" means:

      (a) for the purposes of Section 3 hereof, the pro rata percentage of Stock
being offered by a Selling Group pursuant to Section 3 that each Stockholder
shall be entitled to purchase, and shall be the percentage figure which
expresses the ratio, on a Common Stock Equivalent Basis, between the number of
shares of Stock owned by such Stockholder and the aggregate number of shares of
Stock owned by all Stockholders at the date of determination;

      (b) for the purposes of Section 4 hereof, the pro rata percentage of the
number of shares of Stock to which a Section 4 Offer relates that each
Stockholder shall be entitled to Transfer to the Section 4 Offeror, and shall be
the percentage figure which expresses the ratio, on a Common Stock Equivalent
Basis, between the number of shares of Stock owned by such Stockholder and the
aggregate number of shares of Stock owned by all Stockholders;

      (c) for the purposes of Section 5 hereof, the pro rata percentage of
Common Stock being designated by the Corporation pursuant to Section 5 that each
Investor shall be entitled to

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       7


purchase, and shall be the percentage figure which expresses the ratio, on a
Common Stock Equivalent Basis, between the number of shares of Stock owned by
such Investor and the aggregate number of shares of Stock owned by all
Investors, at the date of determination;

      (d) for the purposes of Section 6 hereof, the pro rata percentage of Stock
subject to purchase pursuant to Section 6 that each Preferred Stockholder shall
be entitled to purchase, and shall be the percentage figure which expresses the
ratio, on a Common Stock Equivalent Basis, between the number of shares of Stock
owned by such Preferred Stockholder and the aggregate number of shares of Stock
owned by all Preferred Stockholders, at the date of determination; and

      (e) for the purposes of Section 7 hereof, the pro rata percentage of
Non-Purchased Put Shares subject to purchase during the Stockholder Put Period
pursuant to Section 7 that each Investor (other than GRP) shall be entitled to
purchase, and shall be the percentage figure which expresses the ratio, on a
Common Stock Equivalent Basis, between the number of shares of Stock owned by
such Investor and the aggregate number of Shares of Stock owned by all Investors
(other than GRP), at the date of determination.

      "Put Fair Market Value" shall have the meaning set forth in Section
7(a)(ii) hereof.

      "Put FMV Determination Date" shall have the meaning set forth in Section
7(a)(ii) hereof.

      "Put Period" shall have the meaning set forth in Section 7(a) hereof.

      "Put Purchase Price per Put Share" shall have the meaning set forth in
Section 7(a)(v) hereof.

      "Put Repurchase Right" shall have the meaning set forth in Section
7(a)(iv) hereof.

      "Put Reallocation Notice" shall have the meaning set forth in Section 7(b)
hereof.

      "Put Shares" shall have the meaning set forth in Section 7(a) hereof.

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

      "Qualified Public Offering" shall have the meaning set forth in the
Certificate.

      "Refused Securities" shall have the meaning set forth in Section 6(d)
hereof.

      "Registration Rights Agreement" means that certain Fourth Amended and
Restated Registration Rights Agreement, dated as of the date hereof, among the
Corporation and Investors.

      "Regulated Investor" shall have the meaning set forth in Section 11(a)(i)
hereof.

      "Regulatory Sideletter" means that certain Regulatory Sideletter, dated
August 10, 2001, among the Corporation, J.P. Morgan and Wells Fargo and attached
hereto as Exhibit A.

      "Repurchase Designation" shall have the meaning set forth in Section
5(a)(ii) hereof.

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       8


      "Repurchase Event" shall have the meaning set forth in Section 5(a)
hereof.

      "Repurchase Notice" shall have the meaning set forth in Section 5(a)(i)
hereof.

      "Repurchase Period" shall have the meaning set forth in Section 5(a)(i)
hereof.

      "Repurchase Right" shall have the meaning set forth in Section 5(a)(i)
hereof.

      "Repurchase Shares" shall have the meaning set forth in Section 5(a)(i)
hereof.

      "Requisite Designated Preferred Stockholders" shall have the meaning set
forth in the Certificate.

      "Sale of the Corporation" means (i) a sale of all or substantially all of
the assets of the Corporation, (ii) any merger or other business combination
unless in any such case the Corporation's stockholders immediately prior to such
transaction hold more than fifty percent (50%) of the equity of the surviving
entity and the certificate of incorporation or other similar instrument provides
for the preservation of substantially all of the relative rights and preferences
of the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series A-2
Preferred Stock, the Series B Preferred Stock, the Series B-1 Preferred Stock,
the Series C Preferred Stock, the Series C-1 Preferred Stock, the Series C-2
Preferred Stock and the Series C-3 Preferred Stock or (iii) a sale of capital
stock or other securities of the Corporation possessing the voting power to
elect a majority of the Board (whether by merger, consolidation or issuance,
sale or transfer of the Corporation's capital stock).

      "Sale Period" shall have the meaning set forth in Section 7(d)(iii)
hereof.

      "Sale Price" shall have the meaning set forth in Section 7(d)(vi) hereof.

      "Sale Request" shall have the meaning set forth in Section 7(a) hereof.

      "Second Potential Put Closing Date" shall have the meaning set forth in
Section 7(f) hereof.

      "Section 3 Offer" shall have the meaning set forth in Section 3(a) hereof.

      "Section 3 Offer Notice" shall have the meaning set forth in Section 3(a)
hereof.

      "Section 4 Notice" shall have the meaning set forth in Section 4(a)
hereof.

      "Section 4 Offer" shall have the meaning set forth in Section 4(a) hereof.

      "Section 4 Offeree" shall have the meaning set forth in Section 4(a)
hereof.

      "Section 4 Offeror" shall have the meaning set forth in Section 4(a)
hereof.

      "Section 7 Put Offer" shall have the meaning set forth in Section 7(a)(i)
hereof.

      "Section 7 Put Offer Notice" shall have the meaning set forth in Section
7(a)(i) hereof.

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       9


      "Securities Act" means the Securities Act of 1933 or any successor Federal
statute, and the rules and regulations of the U.S. Securities and Exchange
Commission thereunder, all as the same shall be in effect from time to time.

      "Selling Group" means a Stockholder or a member of the Group of a
Stockholder proposing to Transfer its Stock, or which has delivered a notice of
intention to Transfer, pursuant to Section 3 hereof.

      "Series A Preferred Stock" means the Convertible Series A Participating
Preferred Stock, $.01 par value per share, of the Corporation.

      "Series A-1 Preferred Stock" means the Convertible Series A-1
Participating Preferred Stock, $.01 par value per share, of the Corporation.

      "Series A-2 Preferred Stock" means the Convertible Series A-2
Participating Preferred Stock, $.01 par value per share, of the Corporation.

      "Series A Stockholders" means the holders of the Series A Preferred Stock,
and shall include any successor to, or assignee or transferee of Series A
Preferred Stock of any of the Series A Stockholders (in accordance with the
terms of this Agreement) who shall agree in writing to be treated as a Series A
Stockholder and to be bound by the terms and to comply with the provisions of
this Agreement.

      "Series A-1 Stockholders" means the holders of the Series A-1 Preferred
Stock, and shall include any successor to, or assignee or transferee of Series
A-1 Preferred Stock of any of the Series A-1 Stockholders (in accordance with
the terms of this Agreement) who shall agree in writing to be treated as a
Series A-1 Stockholder and to be bound by the terms and to comply with the
provisions of this Agreement.

      "Series A-2 Stockholders" means the holders of the Series A-2 Preferred
Stock, and shall include any successor to, or assignee or transferee of Series
A-2 Preferred Stock of any of the Series A-2 Stockholders (in accordance with
the terms of this Agreement) who shall agree in writing to be treated as a
Series A-2 Stockholder and to be bound by the terms and to comply with the
provisions of this Agreement.

      "Series B Preferred Stock" means the Convertible Series B Participating
Preferred Stock, $.01 par value per share, of the Corporation.

      "Series B-1 Preferred Stock" means the Convertible Series B-1
Participating Preferred Stock, $.01 par value per share, of the Corporation.

      "Series B Stockholders" means the holders of the Series B Preferred Stock,
and shall include any successor to, or assignee or transferee of Series B
Preferred Stock of any of the Series B Stockholders (in accordance with the
terms of this Agreement) who shall agree in writing to be treated as a Series B
Stockholder and to be bound by the terms and to comply with the provisions of
this Agreement.

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       10


      "Series B-1 Stockholders" means the holders of the Series B-1 Preferred
Stock, and shall include any successor to, or assignee or transferee of Series
B-1 Preferred Stock of any of the Series B-1 Stockholders (in accordance with
the terms of this Agreement) who shall agree in writing to be treated as a
Series B-1 Stockholder and to be bound by the terms and to comply with the
provisions of this Agreement.

      "Series C Preferred Stock" means the Convertible Series C Preferred Stock,
$.01 par value per share, of the Corporation.

      "Series C-1 Preferred Stock" means the Convertible Series C-1 Preferred
Stock, $.01 par value per share, of the Corporation.

      "Series C-2 Preferred Stock" means the Convertible Series C-2 Preferred
Stock, $.01 par value per share, of the Corporation.

      "Series C-3 Preferred Stock" means the Convertible Series C-3 Preferred
Stock, $.01 par value per share, of the Corporation.

      "Series C-1 Securities Purchase Agreement" shall have the meaning set
forth in the third recital hereto.

      "Series C-2 Securities Purchase Agreement" shall have the meaning set
forth in the second recital hereto.

      "Series C Stockholders" means the holders of the Series C Preferred Stock,
and shall include any successor to, or assignee or transferee of Series C
Preferred Stock of any of the Series C Stockholders (in accordance with the
terms of this Agreement) who shall agree in writing to be treated as a Series C
Stockholder and to be bound by the terms and to comply with the provisions of
this Agreement.

      "Series C-1 Stockholders" means the holders of the Series C-1 Preferred
Stock, and shall include any successor to, or assignee or transferee of Series
C-1 Preferred Stock of any of the Series C-1 Stockholders (in accordance with
the terms of this Agreement) who shall agree in writing to be treated as a
Series C-1 Stockholder and to be bound by the terms and to comply with the
provisions of this Agreement.

      "Series C-2 Stockholders" means the holders of the Series C-2 Preferred
Stock, and shall include any successor to, or assignee or transferee of Series
C-2 Preferred Stock of any of the Series C-2 Stockholders (in accordance with
the terms of this Agreement) who shall agree in writing to be treated as a
Series C-2 Stockholder and to be bound by the terms and to comply with the
provisions of this Agreement.

      "Series C-3 Stockholders" means the holders of the Series C-3 Preferred
Stock, and shall include any successor to, or assignee or transferee of Series
C-3 Preferred Stock of any of the Series C-3 Stockholders (in accordance with
the terms of this Agreement) who shall agree in writing to be treated as a
Series C-3 Stockholder and to be bound by the terms and to comply with the
provisions of this Agreement.

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       11


      "Stock" means (i) the presently issued and outstanding shares of Common
Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2
Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C
Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and
Series C-3 Preferred Stock and any options or stock subscription warrants
exercisable therefor (which options and warrants shall be deemed to be that
number of outstanding shares of Stock for which they are exercisable), (ii) any
additional shares of capital stock of the Corporation hereafter issued and
outstanding and (iii) any shares of capital stock of the Corporation into which
such shares may be converted or for which they may be exchanged or exercised.

      "Stockholder Put Period" shall have the meaning set forth in Section 7(b)
hereof.

      "Stockholders" means those persons identified on Annex I and shall include
all Series A Stockholders, Series A-1 Stockholders, the Series A-2 Stockholder,
Series B Stockholders, Series B-1 Stockholders, Series C Stockholders, Series
C-1 Stockholders, Series C-2 Stockholders, Series C-3 Stockholders and Common
Stockholders and any other person who agrees in writing with the Parties hereto
to be bound by and to comply with all applicable provisions of this Agreement as
a Stockholder hereunder.

      "Stock Option Plan" means the Corporation's 2001 Stock Option Plan, as
amended from time to time.

      "Stock Purchase Agreements" shall have the meaning in the first recital
hereto.

      "Subsidiary" means with respect to any Person ("Owner"), a Person of which
the Owner or one or more of its Subsidiaries holds securities or other interests
having the power to elect a majority of that Person's board of directors or
similar governing body, or otherwise having the power to direct the business and
policies of that Person (other than securities or other interests having such
power only upon the happening of some contingency that has not occurred).

      "Third Party Offer" shall have the meaning set forth in Section 7(d)(v)
hereof.

      "Transfer", as to any Stock, means to sell, or in any other way transfer,
assign, pledge, distribute, encumber or otherwise dispose of, such Stock, either
voluntarily or involuntarily and with or without consideration.

      "Wells Fargo" means Wells Fargo Small Business Investment Company, Inc.

      "Wells Financial" means Wells Fargo Financial, Inc.

      "WF Director" shall have the meaning set forth in Section 10(a)(ii)
hereof.

      "WFS" shall mean WFS Web Investments.

      "WFS Director" shall have the meaning set forth in Section 10(a)(v)
hereof.

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       12


      SECTION 2. LIMITATIONS ON TRANSFERS OF STOCK AND INVESTMENTS IN
COMPETITORS.

            (a) During the term of this Agreement, no Stockholder shall Transfer
any Stock (i) unless such Transfer is in accordance with all applicable
securities laws or pursuant to an exemption therefrom and (ii) without first
complying with the provisions of this Section 2. Any Transfer or attempted
Transfer of any Stock in violation of any of the provisions of this Section 2
shall be void, and the Corporation shall not record such Transfer on its books
or treat any purported transferee of such Stock as the owner of such Stock for
any purpose. In furtherance and not in limitation of the foregoing, no Transfer
of Stock shall become effective unless and until the transferee executes and
delivers to the Corporation a Joinder to this Agreement pursuant to Section 16
below (a "Joinder"), agreeing to be treated in the same manner as the
transferring Stockholder (i.e., as a Preferred Stockholder, a Management
Stockholder or a Common Stockholder), with respect to the Stock so Transferred.

            (b) Except as permitted by Section 5 of the Regulatory Sideletter,
prior to August 10, 2003, no Preferred Stockholder shall Transfer any shares of
Stock, whether voluntarily, by operation of law or otherwise, without the prior
approval of the Board; provided, however, that a Preferred Stockholder may make
an Exempt Transfer of Stock without such prior approval of the Board if the
recipient of such stock shall agree in writing with the Parties to this
Agreement to be bound by and to comply with all applicable provisions of this
Agreement and to be deemed a Preferred Stockholder.

            (c) In addition to and not in limitation of Sections 2(a) and (b),
during the term of this Agreement:

                  (i) each Stockholder shall not, at any time during the term of
this Agreement, Transfer any Stock without first complying with the provisions
of Section 3; provided, that a Stockholder may make an Exempt Transfer of Stock
without complying with Section 3 if the recipient of such Stock shall agree in
writing with the Parties to this Agreement to be bound by and to comply with all
applicable provisions of this Agreement and to be deemed a Preferred
Stockholder, a Management Stockholder or a Common Stockholder, as the case may
be; and

                  (ii) each Preferred Stockholder shall not, at any time during
the term of this Agreement, Transfer any Stock without first complying with the
provisions of Section 4; provided, that a Preferred Stockholder may make an
Exempt Transfer of Stock without complying with Section 4 if the recipient of
such Stock shall agree in writing with the Parties to this Agreement to be bound
by and to comply with all applicable provisions of this Agreement and to be
deemed a Preferred Stockholder.

            (d) Notwithstanding the foregoing, no Stockholder shall, at any time
during the term of this Agreement, Transfer any Stock to any competitor of the
Corporation (whether such Person is a competitor to be determined in good faith
by the Board) unless, in the case of a Preferred Stockholder, the proposed
recipient of such Stock is a Subsidiary of the ultimate parent entity of such
Preferred Stockholder or the ultimate parent entity of such Preferred
Stockholder.

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       13


In addition, the provisions of this Agreement shall in any case be subject in
all respects to the rights and restrictions contained in the Certificate and the
By-Laws.

            SECTION 3. RIGHT OF FIRST REFUSAL.

            Except as otherwise provided in Section 2, each Stockholder hereby
agrees that he or it shall not Transfer any Stock (other than Exempt Transfers),
except in accordance with the following procedures:

            (a) In the event such Stockholder receives and determines to accept
a bona fide arms length offer from a Person who is not an Affiliate of such
Stockholder to acquire any Stock of such Stockholder, the Selling Group shall
first deliver to the Corporation and each other Stockholder a written notice
(the "Section 3 Offer Notice"), which shall be irrevocable for a period of 15
Business Days after delivery thereof, offering (the "Section 3 Offer") all of
the Stock proposed to be Transferred by the Selling Group at the purchase price
and on the terms specified therein (such Notice of Offer shall include the
foregoing information and all other relevant terms of the proposed Transfer).
The Corporation shall have the right and option, for a period of 5 Business Days
after receipt of the Section 3 Offer Notice, to accept all, but not less than
all, of the Stock so offered at the purchase price and on the terms stated in
the Section 3 Offer Notice. Such acceptance shall be made by delivering a
written notice to the Selling Group within said 5 Business Day period.

            (b) If the Corporation fails to accept all of the Stock offered for
sale pursuant to, or shall reject in writing, the Section 3 Offer, then the
other Stockholders shall have the right and option, for a period of 10 Business
Days after the expiration of the 5 Business Day period in Section 3(a), to
accept all, but not less than all, of the Stock so offered at the purchase price
and on the terms stated in the Section 3 Offer Notice. Each Stockholder may
exercise such purchase option and purchase all or any portion of its
Proportionate Percentage of the Stock, by notifying the Corporation and the
Selling Group in writing within 10 Business Days as to the shares of Stock (up
to its full Proportionate Percentage) that it wishes to purchase. If one or more
of the Stockholders do not fully exercise their right to purchase their
respective Proportionate Percentage of the Stock pursuant to this subparagraph
(b), the Corporation shall give written notice (the "Reallocation Notice")
within 2 Business Days to all Stockholders, including the Selling Group of such
fact, and the Stockholders who have elected to exercise their rights to purchase
all of their Proportionate Percentage of the Stock pursuant to this subparagraph
(b) (the "Participating Offerees") shall have the opportunity to purchase all of
the shares of Stock with respect to which the right to purchase was not
exercised pursuant to this subparagraph (b) (the "Non-Allocated Stock"). The
Participating Offerees shall negotiate in good faith a written agreement with
each other as to the reallocation of the right to purchase the Non-Allocated
Stock and any such agreement shall be final and binding for purposes of this
Section 3; provided, however, that if the Participating Offerees cannot agree as
to the appropriate reallocation of such Non-Allocated Stock within 3 Business
Days after receipt of the Reallocation Notice, because one or more Participating
Offerees desire to purchase more than their respective pro rata share of the
Non-Allocated Stock, then the portion of the Non-Allocated Stock that each such
Participating Offeree shall be entitled to purchase shall be reduced in
proportion to its respective outstanding ownership interest in the Corporation
on the date of the Reallocation Notice until the sum of the amounts allocated to
the Participating Offerees is equal in total to the Non-Allocated

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       14


Stock; provided further, that such Participating Offeree that desires to
purchase up to its full pro rata share of the Non-Allocated Stock shall be
allocated the amount it desires to purchase. For purposes of this subparagraph
(b), each Participating Offeree's pro rata share shall be a fraction of the
Non-Allocated Stock, the numerator of which is the shares of Common Stock, on a
Common Stock Equivalent Basis, on the date of the Reallocation Notice held by
each Participating Offeree who desires to purchase any portion of the
Non-Allocated Stock and the denominator of which is the sum of the shares of
Common Stock, on a Common Stock Equivalent Basis, of all such Participating
Offerees. The Participating Offerees shall have until the end of the 10 Business
Day period specified in the first sentence of this subparagraph (b) to accept
all, but not less than all, of the Stock and to deliver to the Corporation and
the Selling Group a written agreement with respect to the purchase of the
Non-Allocated Stock pursuant to the terms of this subparagraph (b).

            (c) A notice of acceptance delivered by either the Corporation or a
Stockholder, as the case may be, pursuant to Section 3(a) or Section 3(b), shall
be an irrevocable and binding commitment to purchase the Stock referred to
therein.

            (d) Transfers of Stock under the terms of Sections 3(a) and 3(b)
shall be made at the offices of the Corporation on a mutually satisfactory
Business Day within 10 days after the expiration of the last applicable period
described in Section 3(b) above. Delivery of certificates or other instruments
evidencing such Stock duly endorsed for transfer shall be made on such date
against payment of the purchase price therefor.

            (e) If effective acceptance shall not be received pursuant to
Sections 3(a) or 3(b) with respect to all Stock offered for sale pursuant to the
Section 3 Offer Notice, then the Selling Group may Transfer all, but not less
than all, of the Stock so offered and not so accepted, but only in compliance
with Section 2(b) hereof and upon terms and conditions in all material respects,
including, without limitation, price and interest rates, which are no more
favorable, in the aggregate, to the purchaser thereof than those set forth in
the Section 3 Offer Notice, at any time within 90 days after the expiration of
the offer required by Sections 3(a) and 3(b). In the event that the Stock is not
Transferred by the Selling Group during such 90-day period, the right of the
Selling Group to Transfer such Stock shall expire and the obligations of this
Section 3 shall be reinstated.

            SECTION 4. RIGHT OF CO-SALE.

            (a) In the event that any Preferred Stockholder (hereinafter, the
"Section 4 Offeree") receives and determines to accept a bona fide arms length
offer (the "Section 4 Offer") from a third party that is not an Affiliate of
such Preferred Stockholder (the "Section 4 Offeror") to purchase all or any
portion of the shares of Stock held by such Preferred Stockholder (other than
Exempt Transfers) for a specified price payable in cash or otherwise and on
specified terms and conditions, such Section 4 Offeree shall promptly forward a
notice complying with Section 4(b) (the "Section 4 Notice") to the other
Stockholders. Subject to Section 4(c), the Section 4 Offeree shall not Transfer
any Stock to the Section 4 Offeror unless the terms of the Section 4 Offer are
extended to the other Stockholders with respect to their Proportionate
Percentage of the aggregate number of shares of Stock to which the Section 4
Offer relates, whereupon each other Stockholder shall be entitled to Transfer to
the Section 4 Offeror pursuant to the Section 4 Offer,

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       15


such other Stockholder's Proportionate Percentage of the aggregate number of
shares of Stock to which the Section 4 Offer relates.

            (b) The Section 4 Notice shall set forth (i) the number of shares of
Stock to which the Section 4 Offer relates and the name of the Section 4
Offeree, (ii) the name and address of the Section 4 Offeror, (iii) the proposed
amount and type of consideration (including, if the consideration consists in
whole or in part of non-cash consideration, such information available to the
Section 4 Offeree as may be reasonably necessary for the Stockholders to
properly analyze the economic value and investment risk of such non-cash
consideration) and the terms and conditions of payment offered by the Section 4
Offeror and (iv) that the Section 4 Offeror has been informed of the co-sale
rights provided for in this Section 4 and has agreed to purchase Stock in
accordance with the terms of this Section 4.

            (c) Anything contained herein to the contrary notwithstanding, but
subject to Section 2, the Section 4 Offeree shall, in addition to complying with
the provisions of this Section 4, comply with the provisions of Section 3 (it
being understood that the Section 3 Offer Notice contemplated by Section 3(a)
and the Section 4 Notice may be included in a single notice), and each
Stockholder, prior to Transferring any Stock to the Section 4 Offeror, shall
comply with the provisions of Section 3.

            SECTION 5. REPURCHASE RIGHT.

            (a) Repurchase of Common Stock in the Event of Termination of
Employment. In the event of a termination of a Management Stockholder's
employment by or service to the Corporation for any reason whatsoever other than
the death of such Management Stockholder (a "Repurchase Event"), such Management
Stockholder and the transferee(s) thereof following an Exempt Transfer pursuant
to the terms of this Agreement, if any (collectively, the "Management Group"),
shall be required to offer to sell to the Corporation and its Designees (as
defined below, and collectively with the Corporation, the "Corporation Group")
the Common Stock held by such Management Group pursuant to the terms of this
Section 5.

                  (i) In the event a Repurchase Event occurs, the Corporation
      shall have the right (but not the obligation) (the "Repurchase Right")
      during the 90-day period following such Repurchase Event (the "Repurchase
      Period") to purchase all or any portion of all of the Stock held by the
      Management Group (the "Repurchase Shares") in accordance with the
      provisions of this Section 5(a). During the Repurchase Period, the
      Corporation shall provide written notice of the occurrence of a Repurchase
      Event to the Board and the Management Group, which notice shall include
      the number of Repurchase Shares held by the Management Group (the
      "Repurchase Notice"). The Corporation shall, as promptly as practicable
      after a Repurchase Event, provide written notice to the Management Group
      of the determination of the Fair Market Value of the Repurchase Shares,
      with the date of determination thereof pursuant to the terms of this
      Agreement being hereinafter referred to as the "FMV Determination Date."
      The Corporation may initially elect to purchase all, or any portion, of
      the Repurchase Shares at a price equal to the Fair Market Value thereof by
      delivering a written notice of such election to the Management Group at
      any time during the Repurchase Period; provided, however, that in the
      event of a Repurchase Event caused by the termination for Cause of the
      Management

Fourth Amended and Restated                                            EXECUTION
Stockholders' Agreement

                                       16


      Stockholder, the purchase price of the Repurchase Shares shall be equal to
      the lower of the Original Cost and the Fair Market Value thereof; provided
      further, however, that the Corporation's right to repurchase the Stock at
      the lower of Original Cost and the Fair Market Value shall lapse at the
      rate of 20% of the shares of Stock per year from the date the option to
      purchase such shares of Stock was granted (without respect to the date the
      option was exercised or became exercisable). Notwithstanding the
      foregoing, the Corporation's Repurchase Right shall expire on the date the
      Corporation's securities become publicly traded.

                  (ii) If the Corporation elects to purchase less than all of
      the Repurchase Shares, the Corporation shall be permitted to designate
      (the "Repurchase Designation") to one or more designees (each, a
      "Designee") the right (but not the obligation) to purchase from the
      Management Group the Repurchase Shares not being purchased by the
      Corporation (such shares being the "Designated Shares"), subject to terms
      of this paragraph and Section 16 below. The Corporation shall, as promptly
      as practicable after a Repurchase Designation, provide written notice (the
      "Designation Notice") to each Investor of the number of Designated Shares,
      the name and address of each Designee and the Fair Market Value of the
      Designated Shares. Each Investor may elect to purchase up to such
      Investor's Proportionate Percentage of the Designated Shares at a price
      equal to the purchase price for such Designated Shares determined pursuant
      to Section 5(a)(i) above by delivering a written notice of such election
      (the "Election Notice") to the Corporation within 10 Business Days of
      receipt of the Designation Notice. If the Corporation receives an Election
      Notice from an Investor, then the Corporation shall designate to such
      Investor the right to purchase that number of Designated Shares set forth
      in the Election Notice, subject to the limitations set forth in the
      preceding sentence. The number of Repurchase Shares shall be reduced by
      the aggregate number of Designated Shares set forth in the Election
      Notices, if any, received by the Corporation from the Investors. Each
      Designee shall only be permitted to purchase the number of Repurchase
      Shares (if any) equal to such Designee's pro rata portion of the aggregate
      number of Designated Shares, minus the aggregate number of shares for
      which Election Notices were received by the Corporation.

                  (iii) The number of shares of Stock to be purchased by the
      Corporation, the Designees and/or the Investors (as applicable) shall
      first be satisfied to the extent possible from the Repurchase Shares held
      by the Management Stockholder at the time of the distribution by the
      Corporation of the Repurchase Notice. If the number of Repurchase Shares
      then held by the Management Stockholder is less than the total number of
      Repurchase Shares the Corporation, the Designees and/or the Investors (as
      applicable) have elected to purchase, the Corporation, the Designees
      and/or the Investors (as applicable) shall purchase the remaining
      Repurchase Shares elected to be purchased from the other members of the
      Management Group pro rata according to the number of Repurchase Shares
      held by such other members of the Management Group at the time of
      distribution of such Repurchase Notice (determined as nearly as
      practicable to the nearest share).

            (b) Repurchase Upon Death of Management Stockholder. In the event of
the death of any Management Stockholder (including a death that occurs while the
Management

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                                       17


Stockholder is employed or retained by the Corporation or an Affiliate thereof)
(a "Decedent"), the provisions of paragraph (a) above shall apply as if a
Repurchase Event had occurred; provided, however, that (i) the Repurchase Notice
required to be delivered by the Corporation to the Board shall be delivered to
the personal representative of the Decedent promptly after being appointed as
such, (ii) the Management Stockholder, for purposes of Section 5(a) above, shall
be the Decedent's personal representative and (iii) the Management Group shall
include the Decedent and the transferee(s) thereof following an Exempt Transfer.
The Corporation may, at its option, maintain life insurance on the lives of any
Management Stockholder for the purpose of financing the acquisition of all or a
portion of Shares being repurchased from such Management Stockholder pursuant to
this Section 5(b). The proceeds of any such life insurance (the "Life Insurance
Proceeds") shall be payable to the Corporation. Each Management Stockholder
agrees to reasonably cooperate with the Corporation in connection with obtaining
any such life insurance.

            (c) Payment of Purchase Price.

                  (i) In the event that the Corporation terminates the
      Management Stockholder's employment or service without Cause, the purchase
      price payable by the Corporation, the Designees and/or the Investors (as
      applicable) pursuant to Section 5(a) or (b) above shall be payable in cash
      within 90 days after delivery of the Repurchase Notice.

                  (ii) In the event that the Management Stockholder terminates
      his employment with the Corporation or the Corporation terminates such
      employment for Cause, the purchase price payable by the Corporation, the
      Designees and/or the Investors (as applicable) pursuant to Section 5(a) or
      (b) above shall be payable as follows:

                        (A) 33.33% in cash within 90 days after delivery of the
            Repurchase Notice; and

                        (B) the remaining portion in the form of a
            non-negotiable promissory note delivered within 90 days after
            delivery of the Repurchase Notice and payable to the order of the
            applicable members of the Management Group which note shall be (1)
            dated the date of the closing of the sale transaction, bearing
            interest at the prime rate reported by The Chase Manhattan Bank,
            N.A. (or the successor thereto) in the Wall Street Journal as of
            such date, (2) payable in three equal annual installments of
            principal and interest accrued thereon payable on the anniversary of
            the date of the note, (3) prepayable at any time without premium,
            prepayments to be applied to payments of principal and then interest
            next due and (4) subordinated to any funded indebtedness of the
            Corporation.

            (d) Restrictions on Repurchases. Anything contained in this
Agreement to the contrary notwithstanding, all repurchases of shares of Common
Stock by the Corporation, the Designees and/or the Investors pursuant to this
Section 5 shall be subject to applicable restrictions contained in federal law,
the law of any other applicable jurisdiction and in the Corporation's debt and
equity financing agreements. Anything contained in this Agreement to the
contrary notwithstanding, if any such restrictions prohibit or otherwise delay
the repurchase

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                                       18


of shares of Common Stock or any payment of money in connection therewith
pursuant to this Section 5 which the Corporation is otherwise entitled or
required to make, the Corporation may make such repurchases or such payments
within thirty (30) days of the date that it is permitted to do so without
violating such restrictions, and the Repurchase Period shall be deemed extended
until such time.

            (e) Fair Market Value of Stock.

                  (i) Disputes. If the Management Stockholder subject to the
      Repurchase Event disputes the Fair Market Value of the Common Stock, then
      the Parties shall negotiate the Fair Market Value of the Common Stock in
      good faith. If the Parties cannot agree on the Fair Market Value of the
      Common Stock within 10 days of the initial dispute, then the Fair Market
      Value shall be determined by an independent appraiser, experienced in
      valuing businesses comparable to the business of the Corporation. Such
      appraiser shall be selected by an agreement of the Corporation and such
      Management Stockholder acting in good faith or, if the Parties are unable
      to agree, then each of the Parties shall select an appraiser meeting the
      requirements of the preceding sentence, and the two appraisers so selected
      shall jointly select a third appraiser, also meeting the requirements of
      the preceding sentence, which third appraiser (and not the other two)
      shall perform the appraisal. If either party fails to appoint an appraiser
      within 10 days after receipt of a written demand from the other party to
      do so, the appraisal will be conducted by the appraiser selected by the
      party making the demand. Within 30 days of the date the appraiser is
      selected in accordance with the terms of this definition, such appraiser
      shall make a determination of the Fair Market Value. The decision of such
      appraiser shall be final and binding. The costs and expenses of
      determining the Fair Market Value shall be paid equally by the Management
      Stockholder that is subject to the Repurchase Event, on the one hand, and
      the party or Parties purchasing such Management Stockholder's Stock, on
      the other hand.

                  (ii) No Liability. Neither the Corporation nor any officer,
      director, employee or agent of the Corporation shall have any liability
      with respect to valuation of Common Stock that are bought or sold at the
      Fair Market Value, as determined pursuant to this Agreement, even though
      the Fair Market Value, as so determined, may be more or less than actual
      fair market value, and shall be fully protected in relying in good faith
      upon the records of the Corporation and upon information, opinions,
      reports or statements presented to the Corporation by any Person as to
      matters which the Corporation or such director, officer, employee or agent
      reasonably believes are within such other Person's professional or expert
      competence and who has been selected with reasonable care by or on behalf
      of the Corporation.

            (f) Consents and Approvals. In the event that shares of Common Stock
are repurchased pursuant to this Section 5, the Management Group and the
purchasers thereof and their respective successors, assigns and representatives
shall take all steps necessary or desirable to obtain, at their sole cost and
expense, all required third-party, governmental and regulatory consents and
approvals (including, without limitation, any actions required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and shall take
all other actions necessary or desirable to facilitate consummation of such
repurchase in a timely manner.

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                                       19


            (g) Inapplicability of Certain Sections. In the event that a
separate written agreement between the Corporation and a Management Stockholder
contains a repurchase right with respect to such Management Stockholder's Stock,
Sections 5(a), (b), (c), (d) and (f) shall not apply to such Management
Stockholder's Stock and the provisions contained in such separate written
agreement shall control and supercede such Sections with respect to such
Management Stockholder's Stock.

            SECTION 6. PREEMPTIVE RIGHTS.

            (a) Except in the case of Excluded Securities (as defined in Section
6(f) below), the Corporation shall not issue, sell or exchange, agree to issue,
sell or exchange, or reserve or set aside for issuance, sale or exchange, (i)
any Stock, (ii) any other equity security of the Corporation or any instrument
or contractual right, whether or not vested or immediately exercisable which
represents an interest in the Corporation which entitles the holder hereof to
receive capital stock or a return on such interest similar to capital stock
(including but not limited to phantom stock or stock appreciation rights), (iii)
any debt security of the Corporation which by its terms is convertible into or
exchangeable for any equity security of the Corporation or has any other equity
feature, (iv) any security of the Corporation that is a combination of a debt
and equity security or (v) any option, warrant or other right to subscribe for,
purchase or otherwise acquire any security of the Corporation specified in the
foregoing clauses (i) through (iv) (an "Equity Financing"), unless in each case
the Corporation shall have first offered to sell to each Investor such
Investor's Proportionate Percentage of such securities (the "Offered
Securities"), at a price and on such other material terms and conditions as
shall have been specified by the Corporation in writing and delivered to each
Investor (the "Offer"), which Offer by its terms shall remain open and
irrevocable for a period of 15 Business Days from the date it is delivered by
the Corporation to the Investor.

            (b) Notice of each Investor's intention to accept, in whole or in
part, an Offer shall be evidenced by a writing signed by such Investor and
delivered to the Corporation prior to the end of the 15 Business Day period of
such Offer, setting forth such portion of the Offered Securities as such
Investor elects to purchase (the "Notice of Acceptance").

            (c) In the event that Notices of Acceptance are given by the
Investors in respect of all the Offered Securities, the Investors shall purchase
from the Corporation, and the Corporation shall sell to the Investors, the
Offered Securities in respect of which Notices of Acceptance were delivered to
the Corporation by the Investors, at the terms specified in the Offer, within 15
Business Days of the expiration of the 15 Business Day period set forth in
Section 6(b) above.

            (d) In the event that Notices of Acceptance are not given by the
Investors in respect of all the Offered Securities, the Corporation shall have
90 days from the expiration of the 15 Business Day period set forth in Section
6(b) above to sell all or any part of such Offered Securities as to which
Notices of Acceptance have not been given by the Investor (the "Refused
Securities") to any other person or persons, but only upon terms and conditions
in all material respects, including, without limitation, price and interest
rates, which are no more favorable, in the aggregate, to such other person or
persons and no less favorable to the Corporation than those set forth in the
Offer. Upon the closing of the sale to such other Person or Persons of the

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                                       20


Refused Securities, which shall occur at a time within 10 Business Days of the
expiration of such 15 Business Day period that is acceptable to the Corporation
and a majority of the participating Investors and which shall include full
payment to the Corporation, the Investors shall purchase from the Corporation,
and the Corporation shall sell to the Investors, the Offered Securities in
respect of which Notices of Acceptance were delivered to the Corporation by the
Investors, at the terms specified in the Offer, within 15 Business Days of the
expiration of the 15 Business Day period set forth in Section 6(b) above.

            (e) Any Offered Securities offered under the circumstances described
in clause (a) above and not purchased by the Investors or any other person or
persons in accordance with Section 6(c) or (d) may not be sold or otherwise
disposed of until they are again offered to the Investors under the procedures
specified in Sections 6(a), (b), (c) or (d).

            (f) The rights of the Investors under this Section 6 shall not apply
to issuances of the following securities (the "Excluded Securities"):

                  (i) up to 1,632,625 shares (as adjusted equitably for stock
      splits, stock dividends and the like) of Common Stock issuable upon
      exercise of stock options or pursuant to stock purchase agreements (the
      issuance of which was duly approved by the Board) granted to or entered
      into with officers, directors, employees and/or consultants of the
      Corporation or its Subsidiaries pursuant to the Stock Option Plan;

                  (ii) shares of Common Stock issued upon conversion or exercise
      of shares of convertible or exercisable securities (other than options or
      other securities described in subsection (i) above) outstanding as of the
      date hereof;

                  (iii) shares of Common Stock issued in connection with an
      initial public offering;

                  (iv) shares of Stock issued as the purchase consideration in
      connection with any Board-approved merger or business acquisition; and

                  (v) securities issued as a stock dividend or upon any stock
      split or other subdivision or combination of shares of Stock;

            SECTION 7. PUT PROVISIONS; SALE OF THE CORPORATION.

            (a) Notwithstanding any limitations on Transfers set forth in
Sections 2, 3 and 4 hereof, at any time after April 15, 2007 and prior to April
15, 2008 (the "Put Period"), GRP, provided that (i) GRP, together with its
Affiliates or other members of its Group, holds at least eighty-five (85%)
percent of the Stock of the Corporation held by it as of the Closing Date (as
adjusted for stock splits, stock dividends and the like); (ii) the Put Purchase
Price (as defined below) is at least thirty million dollars ($30,000,000); (iii)
the Corporation has not engaged, or does not have fixed plans to engage within
ninety (90) days of the time of the Section 7 Put Offer Notice (as defined
below), an investment bank of nationally recognized standing to commence a firm
commitment underwritten public offering of Common Stock of the Corporation and
(iv) a recommendation by the Board to the Stockholders to approve a sale of the
Corporation is not then outstanding at the time of the Section 7 Put Offer
Notice, shall have, and is hereby granted,

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                                       21


the right and option to request on one occasion (the "Sale Request") that the
Corporation and/or the other Stockholders purchase all, but not less than all,
of the Stock held by GRP and its Affiliates and the other members of its Group
(the "Put Shares") as of the date of the Sale Request upon and subject to the
terms and conditions hereinafter set forth at the Put Purchase Price (as defined
below) per Put Share:

                  (i) In order to exercise a Sale Request, GRP shall deliver to
      the Corporation, who will then forward to each other Investor during the
      Put Period a written notice (the "Section 7 Put Offer Notice"), indicating
      its desire to sell (the "Section 7 Put Offer") all, but not less than all,
      of the Put Shares in accordance with the provisions of this Section 7.

                  (ii) Upon receipt of the Section 7 Put Offer Notice, the "Put
      Fair Market Value" shall be such fair market value of the Corporation on
      the date of receipt of the Section 7 Put Offer Notice as shall be agreed
      upon between the Corporation, on the one hand, and GRP, on the other hand.
      In the absence of such agreement within forty-five (45) days from the
      Corporation's receipt of a Section 7 Put Offer Notice (the "Appraiser
      Trigger Date"), the Put Fair Market Value shall be determined by an
      independent appraiser, selected by mutual agreement of the Corporation and
      GRP, acting in good faith. If the parties are unable to agree upon such
      appraiser, then each of the Corporation and GRP shall select an appraiser,
      and the two appraisers so selected shall jointly select a third appraiser,
      which third appraiser (and not the other two) shall perform the appraisal.
      If either party fails to appoint an appraiser within fourteen (14) days
      after receipt of a written demand from the other party to do so, the
      appraisal will be conducted by the appraiser selected by the party making
      the demand. Such appraiser shall make a determination of the Put Fair
      Market Value as promptly as practicable. The Corporation shall use
      commercially reasonable efforts to assist the appraiser in completing its
      determination within thirty (30) days of its engagement. Such appraiser
      shall value the Corporation by determining the amount a willing buyer
      would pay in cash to a willing seller under no compulsion to sell for all
      of the shares of Common Stock of the Corporation on a Fully Diluted Basis,
      less the reasonably estimated transaction costs that would be incurred in
      connection with such a sale (including, without limitation, estimated
      investment banking, attorneys and accounting fees, but not taxes). The
      decision of such appraiser shall be final and binding. The Corporation and
      GRP shall, as promptly as practicable after the determination of the Put
      Fair Market Value, provide written notice to the Investors of the
      determination of the Put Fair Market Value, the aggregate number of Put
      Shares, the Put Purchase Price per Put Share and the aggregate
      consideration for the Put Shares, with the date of determination thereof
      pursuant to the terms of this Agreement being hereinafter referred to as
      the "Put FMV Determination Date."

                  (a) The costs and expenses of determining the Put Fair Market
            Value shall be paid equally by GRP, on the one hand, and the party
            or parties purchasing such Put Shares, on the other hand.

                  (b) In the event that (i) the Put Purchase Price is determined
            hereunder to be less than thirty million dollars ($30,000,000) or
            (ii) the Put Purchase Price is determined hereunder to be at least
            thirty million dollars ($30,000,000) but GRP

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Stockholders' Agreement

                                       22


            determines not to extend a written Sale Request within the
            applicable period described in the first sentence of subparagraph
            (iii) below, then GRP's rights under this Section 7 shall terminate
            and the Corporation and the Investors (other than GRP) shall have no
            further obligations under this Section 7. Notwithstanding anything
            in this Section 7 to the contrary, if either of the events in the
            preceding sentence occur, the costs and expenses of determining the
            Put Fair Market Value shall be paid by GRP.

                  (iii) Within ten (10) days after the Put FMV Determination
      Date, GRP may extend a written Sale Request to the Corporation (which
      shall then notify each other Investor, of such Request) which, if made,
      shall be irrevocable during the Corporation Put Period (as defined below)
      and the Stockholder Put Period (as defined below).

                  (iv) If a valid Sale Request has been made by GRP, the
      Corporation shall have the exclusive right (but not the obligation) (the
      "Put Repurchase Right") during the ninety (90) day period following the
      determination of the Put Fair Market Value (as defined below) (the
      "Corporation Put Period") to purchase all or any portion of all of the Put
      Shares for cash in accordance with the provisions of this Section 7.

                  (v) The "Put Purchase Price" shall be determined by
      multiplying the Put Fair Market Value by a fraction (the "Fraction"), the
      numerator of which is the aggregate number of Put Shares then held by GRP
      (measured on a Common Stock Equivalent Basis), and the denominator of
      which is the aggregate number of shares of Common Stock then outstanding
      (determined on a Adjusted Treasury Stock Basis). The "Put Purchase Price
      per Put Share" shall be the Put Purchase Price divided by the aggregate
      number of Put Shares then held by GRP (measured on a Common Stock
      Equivalent Basis).

                  (vi) The Corporation may elect to purchase all, or any
      portion, of the Put Shares at a price equal to the Put Purchase Price per
      Put Share by delivering a written notice of such election to GRP and the
      other Investors at any time during the Corporation Put Period; provided
      that the Corporation shall not be obligated to purchase that portion of
      the Put Shares it so elects, if the other Investors do not purchase
      pursuant to subparagraph (b) hereof all of the remaining Put Shares not
      elected to be purchased by the Corporation.

            (b) If the Corporation fails to elect to purchase during the
Corporation Put Period all of the Put Shares offered for sale pursuant to, or
shall reject in writing, the Section 7 Put Offer, then the other Investors shall
have the right (but not the obligation), for a period of thirty (30) days after
the expiration of the Corporation Put Period (the "Stockholder Put Period"), to
accept all, but not less than all, of the remaining Put Shares not purchased by
the Corporation pursuant to subparagraph (a) hereof (the "Non-Purchased Put
Shares") at the Put Purchase Price per Put Share. Each Investor (other than GRP)
may exercise such right and purchase all or any portion of its Proportionate
Percentage of the Non-Purchased Put Shares, by notifying the Corporation in
writing within the twenty (20) day period after the end of the Corporation Put
Period (the "Initial Allocation Period") as to the shares of Non-Purchased Put
Shares (up to its full Proportionate Percentage) that it wishes to purchase. If
one or more of the Investors (other

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Stockholders' Agreement

                                       23


than GRP) do not fully exercise their right to purchase their respective
Proportionate Percentage of the Non-Purchased Put Shares pursuant to this
subparagraph (b), the Corporation shall give written notice (the "Put
Reallocation Notice") within five (5) days after the end of the Initial
Allocation Period to all Investors (other than GRP), and the Investors who have
elected to exercise their rights to purchase all of their Proportionate
Percentage of the Non-Purchased Put Shares pursuant to this subparagraph (b)
(the "Participating Put Offerees") shall have the opportunity to purchase all of
the shares of Stock with respect to which the right to purchase was not
exercised pursuant to this subparagraph (b) (the "Non-Allocated Put Shares"). If
the Non-Allocated Put Shares are oversubscribed for, then the portion of the
Non-Allocated Put Shares that each such Participating Offeree shall be entitled
to purchase shall be reduced in proportion to its respective outstanding
ownership interest in the Corporation on the date of the Put Reallocation Notice
until the sum of the amounts allocated to the Participating Put Offerees is
equal in total to the Non-Allocated Put Shares; provided further, that such
Participating Put Offeree that desires to purchase up to its full pro rata share
of the Non-Allocated Put Shares shall be allocated the amount it desires to
purchase. For purposes of this subparagraph (b), each Participating Put
Offeree's pro rata share shall be a fraction of the Non-Allocated Put Shares,
the numerator of which is the number of shares of Common Stock, on a Common
Stock Equivalent Basis, on the date of delivery of the Put Reallocation Notice
held by such Participating Put Offeree and the denominator of which is the sum
of the number of shares of Common Stock, on a Common Stock Equivalent Basis,
held by all Participating Put Offerees. The Participating Put Offerees shall
have until the end of the Stockholder Put Period to elect to purchase all, but
not less than all, of the Put Shares and to deliver to the Corporation and GRP a
written notice with respect to the purchase of the Non-Purchased Put Shares
(including the Non-Allocated Put Shares) pursuant to the terms of this
subparagraph (b).

            (c) A notice of acceptance delivered by either the Corporation or a
Investor (other than GRP), as the case may be, to GRP pursuant to Section 7(a)
or Section 7(b), shall be an irrevocable and binding commitment to purchase the
Put Shares referred to therein; provided that the Corporation and/or the other
Investors, collectively, agree to purchase all, but not less than all, of the
Put Shares from GRP.

            (d) If a valid Sale Request has been made by GRP and effective
acceptance shall not be received by GRP pursuant to Sections 7(a) or 7(b) with
respect to all Put Shares offered for sale pursuant to the Section 7 Put Offer
Notice, then (i) notwithstanding anything in this Section 7 to the contrary, the
costs and expenses in determining the Put Fair Market Value shall be paid by the
Corporation and (ii) the Corporation shall retain an independent investment
banker, business broker or other agent of nationally recognized standing
selected by the Board and reasonably satisfactory to GRP (the "Broker") to
attempt during a six (6) month period after the engagement of the Broker (the
"Liquidity Attempt Period") to facilitate either (i) a Qualified Public Offering
or (ii) a Sale of the Corporation as follows:

                  (i) The Corporation shall enter into an engagement letter with
      the Broker within forty-five (45) days after the end of the Stockholder
      Put Period.

                  (ii) After the Corporation enters into an engagement letter
      with the Broker, the Corporation shall use commercially reasonable efforts
      to cooperate in connection with any potential Qualified Public Offering or
      Sale of the Corporation, and

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Stockholders' Agreement

                                       24


      the Stockholders agree to comply with the provisions of the Registration
      Rights Agreement with respect to a Qualified Public Offering, and with the
      provisions of Section 9 hereof, with respect to a Sale of the Corporation,
      as applicable. Notwithstanding the foregoing, the Corporation shall afford
      to the Broker and prospective purchasers appropriate access to the
      management of the Corporation, the Corporation's books and records and the
      Corporation 's facilities (it being understood that no party shall be
      required to engage in any activity that materially interferes with the
      Corporation's business or, on a repeated basis or for an unreasonable
      length of time, interferes with an employees regular duties).

                  (iii) If the Broker obtains a "Third-Party Offer" (as defined
      below) during the Liquidity Attempt Period, and the Third-Party Offer is
      not accepted by the Corporation and the Stockholders prior to the end of
      the Liquidity Attempt Period, or if such Third-Party Offer is received by
      the Corporation within sixty (60) days of the end of the Liquidity Attempt
      Period, then within sixty (60) days after receipt by the Corporation of
      such Third-Party Offer (the "Sale Period"), GRP shall have the option, but
      not the obligation, to require the Corporation (and only the Corporation)
      to purchase for cash all of the Put Shares then held by GRP at the Put
      Purchase Price per Put Share; provided, however, that the Corporation
      shall only be obligated to purchase such Put Shares to the extent (i) such
      purchase would not cause a violation of, or not result in the Corporation
      being in violation of, any Law and (ii) after taking all steps available
      to it under Section 154 of the DGCL, the Corporation has sufficient
      capital or surplus (as computed in accordance with the DGCL) to make the
      purchase required hereunder. The Corporation shall repurchase the
      remaining Put Shares, if any, as soon as practicable after the limitations
      described in the previous sentence no longer apply, until the
      Corporation's then-existing obligations under this Section 7(d)(iii) shall
      have been discharged in full. To exercise such option, GRP shall give
      notice of such exercise to the Corporation within thirty (30) days after
      expiration of the Sale Period. The purchase price for such Put Shares
      shall be determined by multiplying the "Sale Price" (as defined below) by
      the Fraction.

                  (iv) In the event that the Corporation complies with the terms
      of this Section 7(d) and (i) the Corporation elected to pursue a Qualified
      Public Offering, but such Qualified Public Offering does not occur prior
      to the end of the Liquidity Attempt Period or (ii) (x) the Corporation
      elected to pursue a Sale of the Corporation, but the Corporation does not
      receive a Third Party Offer prior to the end of the Liquidity Attempt
      Period or (y) the Corporation has used commercially reasonable efforts to
      satisfy all closing conditions required of them under the terms of the
      Third Party Offer, but such closing conditions are not actually satisfied
      by the closing date specified in the Third Party Offer, then GRP shall be
      entitled to exercise its registration rights under Section 2 of the
      Registration Rights Agreement with respect to all, but not less than all
      of its shares and the Corporation shall have no further obligation under
      this Section 7 to purchase the Put Shares from GRP.

                  (v) For purposes of this Section 7, a "Third-Party Offer"
      means a bona fide offer (i) presented by the Broker to the Board as a bona
      fide offer under the engagement letter, (ii) approved as a bona fide offer
      by GRP, (iii) from an unaffiliated

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                                       25


      third party, (iv) to acquire all of the shares of Stock of the Corporation
      at a price and on terms and conditions that are the same for all
      Stockholders, subject to confirmatory due diligence and final legal
      documentation and no financing conditions, (v) for an amount of cash
      and/or freely-tradeable, liquid securities listed on a U.S. national
      exchange or quotation system that implies a fair market value of at least
      thirty million dollars ($30,000,000) for the Stock (on a Common Stock
      Equivalent Basis) then held by GRP, and (vi) which requires the Preferred
      Stockholders to give representations, warranties and indemnities only with
      respect to their respective organization, authorization, enforceability,
      ownership of stock, and noncontravention of contracts customary for a
      transaction of such type and not any representations or warranties with
      respect to the operations of the Corporation or the Corporation's business
      in connection with any Third Party Offer.

                  (vi) For purposes of this Section 7, the "Sale Price" means
      the amount of cash or other consideration permitted under Section 7(d)(v)
      that the Person making the Third-Party Offer offers to pay for all the
      shares of Stock of the Corporation, less the reasonably estimated
      transaction costs to be incurred in connection with such a sale and any
      sale of securities received in the transaction (including, without
      limitation, estimates of customary investment banking, Broker, attorneys
      and accounting fees).

            (e) Transfers of Stock under the terms of Sections 7(a) and 7(b)
shall be made at one closing at the offices of the Corporation on a mutually
satisfactory Business Day within thirty (30) days after the expiration of the
last applicable period described in Section 7(b) above (or such longer period
which is reasonably necessary for the requisite parties to receive regulatory
approval) (the "First Potential Put Closing Date"). Each purchaser of the Put
Shares under the terms of Sections 7(a) and 7(b) agrees to pay on the First
Potential Put Closing Date the Put Purchase Price per share for each Put Share
being purchased by such purchaser. Delivery of certificates or other instruments
evidencing such Stock duly endorsed for transfer shall be made on such date
against payment of the purchase price therefor.

            (f) Transfers of Stock from GRP to the Corporation under the terms
of Section 7(d)(iii) shall be made at one closing at the offices of the
Corporation on a mutually satisfactory Business Day as soon as commercially
reasonable, but in no event later than six (6) months after the expiration of
the Sale Period (the "Second Potential Put Closing Date"). If the conditions are
met for the Corporation to purchase the Put Shares under the terms of Sections
7(d)(iii), the Corporation agrees to pay on the Second Potential Put Closing
Date the Put Purchase Price per share for each Put Share being purchased by the
Corporation, together with simple interest thereon from the date after the end
of the Sales Period to the Second Potential Put Closing Date at the rate of
eight (8%) percent per annum. Delivery of certificates or other instruments
evidencing such Stock duly endorsed for transfer shall be made on such date
against payment of the purchase price therefor.

            (g) In addition to and not in limitation of Section 15 hereof, this
Section 7 shall terminate and be of no force and effect upon a Liquidity Event
or upon any material breach by GRP of this Agreement, the Series C-1 Securities
Purchase Agreement or the Registration Rights Agreement.

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Stockholders' Agreement

                                       26


            SECTION 8. COVENANTS OF THE CORPORATION.

            (a) Financial Information. The Corporation will deliver the
following reports to each Preferred Stockholder so long as such Preferred
Stockholder together with its Affiliates holds shares of Preferred Stock
representing at least 250,000 shares of capital stock of the Corporation (as
adjusted equitably for stock dividends, stock splits, combinations, etc.):

                  (i) As soon as practicable after the end of each fiscal year,
      and in any event within ninety (90) days thereafter, the consolidated
      audited balance sheet of the Corporation and its Subsidiaries, if any, as
      of the end of such fiscal year, and a consolidated statement of income and
      consolidated statement of cash flow of the Corporation and its
      Subsidiaries, if any, for such fiscal year, prepared in accordance with
      GAAP, consistently applied and setting forth in each case in comparative
      form the figures for the previous fiscal year, all in reasonable detail
      and audited by independent public accountants of national standing
      selected by the Corporation, together with a certificate of the
      Corporation executed by the chief executive officer or principal financial
      or accounting officer of the Corporation certifying that all covenants to
      be complied with by the Corporation under this Section 8 have been
      complied with (or setting forth in reasonable detail any covenants that
      have not been so complied with) and the reasons for such noncompliance.

                  (ii) As soon as practicable after the end of each quarter and
      in any event within forty-five (45) days thereafter, an unaudited
      consolidated balance sheet and statements of income and cash flow of the
      Corporation and its Subsidiaries, if any, for such quarter and for the
      year to date (in each case, compared to the budget for that period and to
      the corresponding period of the prior year).

            (b) Additional Information. The Corporation will deliver the
following additional items to each Preferred Stockholder so long as such
Preferred Stockholder together with its Affiliates holds shares of Preferred
Stock representing at least (x) five (5%) percent of the total Common Stock of
the Company on a Fully Diluted Basis; provided, however, that if such Preferred
Stockholder together with its Affiliates initially holds shares of Preferred
Stock representing at least five (5%) percent threshold and subsequently goes
below such five (5%) percent threshold solely as a result of the Corporation
issuing additional securities of the Corporation after the date hereof, then
such threshold percentage shall be reduced to three (3%) percent for such
Preferred Stockholder together with its Affiliates; provided further, however,
that such Preferred Stockholder who subsequently goes below such five (5%)
percent threshold has not sold or transferred any shares of Preferred Stock to
any Persons who is not an Affiliate of such Preferred Stockholder as of the date
of determination of rights to additional information hereunder, or (y) 1,250,000
shares of Stock of the Corporation (as adjusted equitably for stock dividends,
stock splits, combinations, etc.) each, a "Qualified Investor"):

                  (i) As soon as practicable after the end of each month and in
      any event within twenty (20) days thereafter, an unaudited consolidated
      balance sheet and statements of income and cash flow of the Corporation
      and its Subsidiaries, if any, prepared on a trended basis for such month
      and for the year to date (in each case compared to the budget for that
      period and to the corresponding periods of prior years).

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                                       27


                  (ii) At least thirty (30) days prior to each fiscal year, the
      Corporation's annual and monthly budget and projections for such fiscal
      year.

                  (iii) As soon as they are made available to the Board, other
      budgets or financial plans prepared by the Corporation and presented to
      the Board.

                  (iv) With reasonable promptness, (A) all financial statements,
      reports, notices and other documents sent by the Corporation to its
      stockholders generally or released to the public and notice of all regular
      and periodic reports, if any, filed by the Corporation with any
      Governmental Entity, (B) all reports prepared for or delivered to the
      management of the Corporation by its accountants with respect to
      significant aspects of the Corporation's operations and financial affairs,
      and (C) such other information and data any Qualified Investor may from
      time to time reasonably request upon prior written notice.

            (c) Rights of Inspection. From and after the date hereof, each
Qualified Investor shall have the right to, upon reasonable advance notice,
visit and inspect any of the properties, books or records of the Corporation and
to discuss its affairs, finances and accounts with its officers, all at such
reasonable times during normal business hours and as often as may be reasonably
requested; provided, however, that each such Qualified Investor shall agree to
hold all such materials and information derived therefrom as confidential and
shall not reveal or disclose such materials or information derived therefrom to
any other Person (other than a Subsidiary of the ultimate parent entity of such
Qualified Investor) unless compelled by applicable Law.

            SECTION 9. APPROVED SALE OF THE CORPORATION.

            (a) If a majority of the Board and the Requisite Designated
Preferred Stockholders approve a Sale of the Corporation (an "Approved Sale"),
each Stockholder shall consent to and raise no objections against the Approved
Sale. If the Approved Sale is structured as a (i) merger or consolidation of the
Corporation or a sale of all or substantially all of the assets of the
Corporation (determined on a consolidated basis), each Stockholder shall waive
any dissenters rights, appraisal rights or similar rights in connection with
such merger, consolidation or asset sale, or (ii) sale of Stock, each
Stockholder shall agree to sell their Stock on the terms and conditions
(including the same price per share) approved by the Board and the Requisite
Designated Preferred Stockholders, subject to the conditions set forth in
Section 9(b). Each Stockholder shall take all necessary and desirable actions in
connection with the consummation of the Approved Sale including, but not limited
to, the execution of such agreements and such instruments and other actions
reasonably necessary to effectuate the allocation and distribution of the
aggregate consideration upon the Approved Sale as set forth in Section 9(b).

            (b) The obligations of each Stockholder with respect to an Approved
Sale are subject to the satisfaction of the following conditions: (i) upon the
consummation of the Approved Sale, all of the Stockholders shall receive the
same proportion (without giving effect to any tax consequences of the Approved
Sale to such holders) of the aggregate consideration from such Approved Sale
that each such Stockholder would have received if such aggregate consideration
had been distributed by the Corporation in complete liquidation pursuant to the

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Stockholders' Agreement

                                       28


rights and preferences set forth in the Certificate, (ii) if any Stockholders
are given an option as to the form and amount of consideration to be received,
each Stockholder will be given the same option, (iii) subject to the terms and
conditions of the Stock Option Plan, all holders of rights to acquire Stock (to
the extent such rights are vested) shall be given an opportunity to either (A)
exercise such rights prior to the consummation of the Approved Sale and
participate in such sale as holders of Stock or (B) upon the consummation of the
Approved Sale, receive in exchange for such rights consideration equal to the
amount determined by multiplying (1) the number of shares of Stock represented
by such rights by (2) the consideration a holder of such share of Stock would
receive in connection with the Approved Sale less the exercise price per share
of Stock, (iv) no Stockholder shall be required pursuant to the terms of such
sale to accept any consideration that would cause such Stockholder to have a
Regulatory Problem (as such term is defined in the Regulatory Sideletter) and
(v) no Stockholder will be entitled to receive any economic benefits (other than
in connection with such Stockholder's employment with the Corporation) which are
not made available on a pro rata basis to all the other Stockholders (except
that this provision shall not apply to advisory, accounting, legal or other
services rendered for the Corporation by a Stockholder who has been engaged by
the Board for such purpose).

            (c) The Preferred Stockholders shall only be required to give
representations, warranties and indemnities with respect to their respective
organization, authorization, enforceability, ownership of stock, and
noncontravention of contracts customary to transactions of such type. In no
event shall the Preferred Stockholders be required to make any representations,
warranties or indemnities with respect to the operations of the Corporation or
the Corporation's business in connection with any Approved Sale.

            SECTION 10. ELECTION OF DIRECTORS; VOTING.

            (a) The number of directors constituting the Board, as fixed from
time to time by the Board in accordance with the Certificate and the By-Laws,
shall be not less than eleven (11). The number of directors constituting the
board of directors of each Subsidiary shall be not less than eleven (11) and
each member of the Board shall at all times serve as a director on the board of
directors of each Subsidiary. Any vacancy on the Board or on the board of
directors of any Subsidiary from time to time shall not be considered to be a
decrease in the number of directors constituting such board. Notwithstanding any
provision in the Certificate and the By-Laws, the number of directors
constituting the Board shall not be changed without the consent of the Requisite
Designated Preferred Stockholders. At each annual meeting of the holders of any
class of Stock, and at each special meeting of the holders of any class of Stock
called for the purpose of electing directors of the Corporation, and at any time
at which holders of any class of Stock shall have the right to, or shall, vote
for or consent in writing to the election of directors of the Corporation, then,
and in each such event, the Stockholders shall vote all of the shares of Stock
owned by them or their Affiliates, and their respective transferees shall so
vote for, or consent in writing with respect to such shares in favor of, the
election of a Board of the Corporation constituted as follows:

                  (i) two (2) directors who shall be designated and approved by
      J.P. Morgan (each a "J.P. Morgan Director");

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                                       29


                  (ii) one (1) director who shall be designated and approved by
      Wells Fargo (the "WF Director"); provided that Wells Fargo, together with
      its Affiliates, and other members of its Group, holds either (A) equity
      securities of the Corporation representing at least five (5%) percent of
      the voting power thereof (determined on a Fully Diluted Basis) or (B) at
      least seventy-five (75%) percent of the Stock of the Corporation held by
      it as of the Closing Date (as adjusted for stock splits, stock dividends
      and the like);

                  (iii) one (1) director who shall be designated and approved by
      AmeriCredit (the "AmeriCredit Director"), provided that AmeriCredit,
      together with its Affiliates, and other members of its Group, holds either
      (A) equity securities of the Corporation representing at least five (5%)
      percent of the voting power thereof (determined on a Fully Diluted Basis)
      or (B) at least seventy-five (75%) percent of the Stock of the Corporation
      held by it as of the Closing Date (as adjusted for stock splits, stock
      dividends and the like);

                  (iv) one (1) director who shall be designated and approved by
      Capital One (the "Capital One Director"); provided that Capital One,
      together with its Affiliates, and other members of its Group, holds either
      (A) equity securities of the Corporation representing at least five (5%)
      percent of the voting power thereof (determined on a Fully Diluted Basis)
      or (B) at least seventy-five (75%) percent of the Stock of the Corporation
      held by it as of the Closing Date (as adjusted for stock splits, stock
      dividends and the like);

                  (v) one (1) director who shall be designated and approved by
      WFS (the "WFS Director"); provided that WFS, together with its Affiliates,
      and other members of its Group, holds either (A) equity securities of the
      Corporation representing at least five (5%) percent of the voting power
      thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five
      (75%) percent of the Stock of the Corporation held by it as of the Closing
      Date (as adjusted for stock splits, stock dividends and the like);

                  (vi) one (1) director who shall be designated and approved by
      GRP (the "GRP Director"); provided that GRP, together with its Affiliates,
      and other members of its Group, holds either (A) equity securities of the
      Corporation representing at least five (5%) percent of the voting power
      thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five
      (75%) percent of the Stock of the Corporation held by it as of the Closing
      Date (as adjusted for stock splits, stock dividends and the like);

                  (vii) one (1) director who shall be designated and approved by
      The First American Corporation ("FAC") (the "FAC Director"); provided that
      FAC, together with its Affiliates, and other members of its Group, holds
      either (A) equity securities of the Corporation representing at least five
      (5%) percent of the voting power thereof (determined on a Fully Diluted
      Basis) or (B) at least seventy-five (75%) percent of the Stock of the
      Corporation held by CMSI as of the Closing Date (as adjusted for stock
      splits, stock dividends and the like);

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                                       30


                  (viii) one (1) director who shall be the Chief Executive
      Officer of the Corporation; and

                  (ix) two (2) directors who shall not be officers of the
      Corporation and shall each be designated and approved by AmeriCredit, J.P.
      Morgan and Wells Fargo, acting jointly; provided however, that Capital
      One, FAC, GRP and WFS, acting jointly, may veto any individual proposed as
      a director under this Section 10(a)(viii) within 14 calendar days of
      receipt of the name and resume of such proposed director, except that
      Capital One, FAC, WFS and GRP agree not to unreasonably veto any such
      individual who is designated by AmeriCredit, J.P. Morgan and Wells Fargo
      hereunder.

            (b) Each respective party designating directors pursuant to Section
10(a) shall have the right (i) to have such director serve as director until his
or her successor is duly elected and qualified, (ii) to designate each such
successor so long as such party has the power to designate such director
pursuant to Section 10(a) above, (iii) to propose the removal from the Board of
any director nominated by such party pursuant to Section 10(a) and (iv) to
propose the removal from the Board of a director nominated by another party in
the event that such other party ceases to possess the power to nominate such
director as a result of the application of any of the provisions of Section
10(a) above. The Stockholders shall vote their shares (i) to remove any director
whose removal is required pursuant to clause (iii) or (iv) of the preceding
sentence by the party or Parties with the power to designate such director
pursuant to Section 10(a) and (ii) to fill any vacancy created by the removal,
resignation or death of a director, in each case for the election of a new
director designated and approved, if approval is required, in accordance with
the provisions of this Section 10.

            (c) The members of each committee of the Board shall be selected by
the Board and shall include (i) one (1) J.P. Morgan Director, and (ii) such
other director(s) selected by the Board. The Corporation and the Board shall
ensure that the AmeriCredit Director, the Capital One Director, the FAC
Director, the Wells Fargo Director, the WFS Director and the GRP Director are
each members of the same number of committees as is reasonably possible. The
Corporation and Board shall also ensure that no Stockholder has more than one
representative as a member on a certain committee. In the event that
AmeriCredit, Capital One, FAC, Wells Fargo, WFS or GRP is not a member of a
particular committee, AmeriCredit, Capital One, FAC, Wells Fargo, WFS or GRP, as
the case may be, shall have the right to designate one individual as a
non-voting observer (each a "Committee Observer") to such committee. The
Corporation shall give each Committee Observer and the ALG Observer (as defined
below) the same notice, information and documentation with respect to committee
meetings as the members of such committees receive; provided, however, that each
Committee Observer and the ALG Observer shall agree to hold all information so
provided in confidence and trust; provided further, however, that the
Corporation reserves the right to withhold any information and to exclude any
Committee Observer and or the ALG Observer from any meeting or portion thereof,
without excluding any other Committee Observer and or the ALG Observer, if the
Board determines in good faith that access to such information or attendance at
such meeting would adversely affect the attorney-client privilege between the
Corporation and its counsel.

            (d) ALG shall have the right to designate one individual as a
non-voting observer to the Board and to any committees of the Board (the "ALG
Observer"). All other

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                                       31


Investors shall have the right to designate one individual as a non-voting
observer to the Board, subject to the ability of the Board to determine that no
Investor (other than ALG) shall have such right (each a "Board Observer"). The
Corporation shall give the ALG Observer and each Board Observer the same notice,
information and documentation with respect to Board meetings as the members
receive; provided, however, that the ALG Observer and the Board Observers, if
any, shall agree to hold all information so provided in confidence and trust;
provided further, however, that the Corporation reserves the right to withhold
any information and to exclude the ALG Observer, without excluding any Board
Observer or the ALG Observer, as the case may be, from any meeting or portion
thereof if the Board determines in good faith that access to such information or
attendance at such meeting would adversely affect the attorney-client privilege
between the Corporation and its counsel.

            (e) The Stockholders shall cause the Corporation to appoint, replace
and remove the directors of each of its Subsidiaries and each of DealerTrack,
Inc., webalg, inc. and Credit Online, Inc. hereby agrees to such appointment,
replacement and removal, in accordance with the terms of this Section 10 as
applied mutatis mutandis to such Subsidiaries, such that at all times the Board
of the Corporation and of each Subsidiary of the Corporation shall consist of
the same individuals at a minimum.

            SECTION 11. REGULATORY MATTERS.

            (a) Cooperation of Other Stockholders.

                  (i) Each Stockholder agrees to cooperate with the Corporation
      in all commercially reasonable respects in complying with the terms and
      provisions of the Regulatory Sideletter (each of J.P. Morgan and Wells
      Fargo, a "Regulated Investor"), regarding regulatory matters in order to
      remedy a Regulatory Problem (as defined in the Regulatory Sideletter),
      including without limitation, voting to approve amending the Certificate,
      the By-Laws or this Agreement in a manner reasonably acceptable to the
      Stockholders, the Corporation, each Regulated Investor or any Affiliate of
      a Regulated Investor entitled to make such request under the Regulatory
      Sideletter.

                  (ii) Each Stockholder and the Corporation agree to cooperate
      in all commercially reasonable respects with each other Stockholder and
      the Corporation should any Stockholder or any Affiliate of such
      Stockholder (an "Other Regulated Investor") after the date of this
      Agreement become directly subject to any regulatory body or fall under the
      direct regulatory supervision of any regulatory body solely because of
      such Other Regulated Investor's equity interest in the Corporation, as a
      result of which the business activities of the such Other Regulated
      Investor or its Affiliate are materially and adversely limited or the cost
      of such activities are materially increased (an "Other Regulatory
      Problem"), to eliminate such Other Regulatory Problem, including without
      limitation, voting to approve amending the Certificate, the By-Laws or
      this Agreement in a manner reasonably acceptable to the Stockholders, the
      Corporation and the Other Regulated Investor.

                  (iii) Anything contained in this Section 11(a) to the contrary
      notwithstanding, the Corporation and each Stockholder hereby agree that no
      Stockholder

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                                       32


      or the Corporation shall be required under this Section 11(a) to take any
      action that would adversely affect in any material respect (i) such
      party's rights under this Agreement or any Stockholder's rights as a
      stockholder of the Corporation; (ii) the fair market value of such
      Stockholder's investment in the Corporation (but not including any general
      affect on the fair market value of the Corporation); or (iii) the
      operation of such Stockholder's, any of its Affiliates' or the
      Corporation's business.

            (b) Each Stockholder agrees to cooperate in all commercially
reasonable respects with each other Stockholder and the Corporation should any
such Stockholder (the "Causing Stockholder") after the date of this Agreement
and as a result of its ownership of securities of the Corporation or other
relationships with the Corporation cause the Corporation to become directly
subject to any regulatory body or fall under the direct regulatory supervision
of any regulatory body, as a result of which the business activities of the
Corporation are materially and adversely limited or the Corporation incurs any
additional costs (a "DealerTrack Regulatory Problem"), to eliminate such
DealerTrack Regulatory Problem, including without limitation, voting to approve
amending the Certificate, the By-Laws or this Agreement in a manner reasonably
acceptable to the Stockholders, the Corporation, each Regulated Investor, any
Affiliate of a Regulated Investor entitled to make such request pursuant to the
Regulatory Sideletter in order to remedy a Regulatory Problem (as defined in the
Regulatory Sideletter) and any Other Regulated Investor. For the purpose of this
Section 11(b) only, commercially reasonable shall include the Causing
Stockholder's (but not any other Stockholder's) disposition of its equity
interest in the Corporation at a loss in the event such DealerTrack Regulatory
Problem has not otherwise been eliminated and cannot be eliminated by other
commercially reasonable efforts of the Causing Stockholder (such as the transfer
of the Causing Stockholder's equity interest in the Corporation to an Affiliate)
or the commercially reasonable efforts of the other Stockholders. Anything
contained in this Section 11(b) to the contrary notwithstanding, the Corporation
and each Stockholder hereby agree that any Stockholder who is not the cause of
the DealerTrack Regulatory Problem, shall not be required under this Section
11(b) to take any action that would adversely affect in any material respect (i)
such Stockholder's rights under this Agreement or as a stockholder of the
Corporation; (ii) the fair market value of such Stockholder's investment (but
not including any general affect on the fair market value of the Corporation) in
the Corporation; or (iii) the operation of such Stockholder's or any of its
Affiliates' business.

            (c) Covenant Not to Amend. The Corporation and each Stockholder
agree not to amend or waive the voting or other provisions of the Certificate,
the By-Laws or this Agreement if such amendment or waiver would cause either (i)
either Regulated Investor or any of their respective Affiliates to have a
Regulatory Problem (as defined in the Regulatory Sideletter) or (ii) any other
Stockholder or any of its Affiliates to have an Other Regulatory Problem. Each
Regulated Investor and each other Stockholder agrees to notify the Corporation
as to whether or not it or any of its Affiliates would have a Regulatory Problem
or Other Regulatory Problem promptly after such Regulated Investor and each
other Stockholder has notice of such amendment or waiver. Anything contained in
this Section 11(c) to the contrary notwithstanding, the Corporation and each
Stockholder hereby agree that no Stockholder shall be required under this
Section 11(c) to take any action that would adversely affect in any material
respect (i) such Stockholder's rights under this Agreement or as a stockholder
of the Corporation; (ii) the fair market value of such Stockholder's investment
(but not including any

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Stockholders' Agreement

                                       33


general affect on the fair market value of the Corporation) in the Corporation;
or (iii) the operation of such Stockholder's or any of its Affiliate's business.

            SECTION 12. REPRESENTATION OF THE STOCKHOLDERS.

            Based in part and assuming the accuracy of the representations of
each other Stockholder hereto and assuming that there has been no transfers of
any securities issued by the Company by any Person listed as the legal owner in
the Company's transfer records determined pursuant to Section 4.1(c)(i) of the
Certificate, each Stockholder hereby agrees, solely with respect to such
Stockholder, that:

            (a) the post closing capitalization table set forth in Annex II
hereof is a true, accurate and correct calculation of the voting percentages, on
a Fully Diluted Basis, of such Stockholder immediately after the Closing Date;

            (b) with respect to any Series of Preferred Stock owned by such
Stockholder, if any, the calculation of the Conversion Rate (as such term is
defined in the Certificate) including deemed dividend accruals (A) with respect
to each share of Series A Preferred Stock and Series B Preferred Stock shall be
1.6321, respectively, (B) with respect to each share of Series A-1 Preferred
Stock and Series B-1 Preferred Stock shall be 1.5688, respectively, (C) with
respect to each share of Series C Preferred Stock shall be 1.1706, (D) with
respect to each share of Series C-1 Preferred Stock shall be 1.0555, (E) with
respect to each share of Series C-2 Preferred Stock shall be 1.0059 and (F) with
respect to each share of Series A-2 Preferred Stock and Series C-3 Preferred
Stock shall be 1.0000, respectively, is a true, accurate and correct calculation
of such Conversion Rate in accordance with the Certificate; and

            (c) with respect to any Series of Preferred Stock owned by such
Stockholder, if any, the calculation of the Conversion Rate (as such term is
defined in the Certificate) excluding any deemed dividend accruals (A) with
respect to each share of Series A Preferred Stock, Series A-1 Preferred Stock,
Series B Preferred Stock and Series B-1 Preferred Stock shall be 1.4085,
respectively, (B) with respect to each share of Series C Preferred Stock shall
be 1.0832 and (D) with respect to each share of Series A-2 Preferred Stock,
Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred
Stock shall be 1.0000, respectively, is a true, accurate and correct calculation
of such Conversion Rate in accordance with the Certificate.

            SECTION 13. LEGEND; OPINION OF COUNSEL.

            (a) Legend. In addition to any other legend that may be required
under any of the other Documents and unless not required under the Securities
Act to bear such legend, each certificate representing any shares of Stock shall
be stamped or otherwise imprinted with a legend substantially in the following
form (in addition to any legend required by applicable state securities laws):

            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
            FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY
            NOT BE SOLD, TRANSFERRED

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                                       34


            OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN
            EXEMPTION THEREFROM.

            THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE
            SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE
            HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS
            ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS' AGREEMENT
            DATED AS OF MARCH 19, 2003 AMONG DEALERTRACK HOLDINGS, INC., ITS
            SUBSIDIARIES AND THE HOLDERS OF OUTSTANDING CAPITAL STOCK OF SUCH
            CORPORATION, AS AMENDED FROM TIME TO TIME. COPIES OF SUCH AGREEMENT
            MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
            RECORD OF THIS CERTIFICATE TO THE SECRETARY OF DEALERTRACK HOLDINGS,
            INC.

            DEALERTRACK HOLDINGS, INC. WILL FURNISH WITHOUT CHARGE TO EACH
            STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES
            AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF
            EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS,
            LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS."

            (b) Opinion of Counsel. Unless the requirements of this Section
13(b) are waived by the Corporation with respect to a Transfer, no Stockholder
may consummate a Transfer of any Stock to any Person that is not a party to this
Agreement (except pursuant to an effective registration statement under the
Securities Act) without first delivering to the Corporation an opinion of
counsel (reasonably acceptable in form and substance to the Corporation) that
neither the registration nor qualification under the Securities Act and
applicable state securities laws is required in connection with such Transfer;
provided, however, that the requirements of this Section 13(b) shall not apply
to any Exempt Transfer by a Preferred Stockholder.

            SECTION 14. ADDITIONAL SHARES OF STOCK.

            In the event additional shares of Stock are issued by the
Corporation after the date hereof, either directly or upon the exercise or
exchange of securities of the Corporation exercisable for or exchangeable into
shares of Stock, the Corporation shall cause such additional shares of Stock, as
a condition to such issuance, to become subject to the terms and provisions of
this Agreement.

            SECTION 15. DURATION OF AGREEMENT.

            The rights and obligations of each Stockholder under this Agreement
shall terminate as to such Stockholder upon the Transfer of all Stock owned by
such Stockholder. This Agreement shall terminate as to all Parties hereto in any
event immediately prior to the consummation of a Qualified Public Offering.

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                                       35


            SECTION 16. JOINDERS; AMENDMENT OF ANNEX I.

            (a) Any transferee of Stock of the Corporation from a Preferred
Stockholder (other than the Corporation, a Common Stockholder or a transferee in
a Qualified Public Offering) shall, as a condition to such Transfer, become a
Preferred Stockholder for purposes of this Agreement, and if such transferee is
not already bound hereby as a Preferred Stockholder, he, she or it shall execute
and deliver to the Corporation a Preferred Stockholder Joinder in substantially
the form of Exhibit B. Any transferee of Stock from a Common Stockholder who is
not a Management Stockholder (other than the Corporation, a Preferred
Stockholder, a transferee in a Qualified Public Offering or an employee,
manager, officer or director of or consultant to the Corporation) shall, as a
condition to such Transfer, become a Common Stockholder for purposes of this
Agreement, and if such transferee is not already bound hereby as a Common
Stockholder, he, she or it shall execute and deliver to the Corporation a Common
Stockholder Joinder in substantially the form of Exhibit C. Any transferee of
Stock from a Management Stockholder (other than the Corporation, a Preferred
Stockholder or a transferee in a Qualified Public Offering) shall, as a
condition to such Transfer, become a Management Stockholder for purposes of this
Agreement, and if such transferee is not already bound hereby as a Management
Stockholder, he, she or it shall execute and deliver to the Corporation a
Management Stockholder Joinder in substantially the form of Exhibit D.

            (b) In the event additional shares of Stock are issued by the
Corporation after the date hereof to any Person that is an employee, manager,
officer or director of or consultant to the Corporation (including pursuant to
the exercise of an option to acquire Stock), such Person, as a condition to
receiving such shares of Stock, shall execute and deliver to the Corporation a
Joinder in substantially the form of Exhibit D hereto, and shall be deemed a
Management Stockholder hereunder and shall agree that such shares of Stock will
be subject to the terms and provisions of this Agreement, provided that if such
Person was a Management Stockholder prior thereto, such Person shall be deemed
to continue such status.

            (c) In the event shares of Stock are issued by the Corporation after
the date hereof to a third party investor which is not an Affiliate, employee,
manager, officer or director of or consultant to the Corporation, such Person,
as a condition to receiving such shares of Stock, shall agree to execute and
deliver to the Corporation a Joinder in substantially the form of Exhibit C
hereto, and shall be deemed a Stockholder hereunder and agree that such
additional shares will be subject to the terms and provisions of this Agreement
provided that if such Person was a Common Stockholder prior thereto, such Person
shall be deemed to have continued such status and if such Person was a Preferred
Stockholder prior thereto, such Person shall be deemed to have continued such
status.

            (d) Notwithstanding anything contained in this Agreement to the
contrary, Annex I shall automatically be amended to reflect the Stock held by
each Preferred Stockholder, Common Stockholder and Management Stockholder upon
the occurrence of (i) the execution and delivery of a Joinder or (ii) the
acquisition of Stock. Within 30 days of any amendment to Annex I, the
Corporation shall deliver the revised Annex I to each Stockholder at the address
held on the books and records of the Corporation.

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                                       36


            SECTION 17. SEVERABILITY; GOVERNING LAW.

            It is the desire and intent of the Parties that the provisions of
this Agreement be enforced to the fullest extent permissible under the Laws and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular provision of this Agreement shall be adjudicated
by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. This Agreement shall be governed by and
construed and enforced in accordance with the Laws of the State of New York
(without regard to principles of conflict of Laws), except to the extent that
this Agreement relates to the internal Laws of the Corporation, which shall be
governed by and construed and enforced in accordance with the Laws of the State
of Delaware.

            SECTION 18. SUCCESSORS AND ASSIGNS.

            Subject to Section 16, this Agreement shall bind and inure to the
benefit of the Parties and their respective successors and assigns, transferees,
legal representatives, heirs and estate.

            SECTION 19. NOTICES.

            All notices, requests, consents and other communications hereunder
to any party hereto shall be deemed to be sufficient if contained in a written
instrument delivered in person or by telecopy or sent by nationally-recognized
overnight courier or first class registered or certified mail, return receipt
requested, postage prepaid, addressed to such party at the address set forth
below or at such other address as may hereafter be designated in writing by such
party to the other Parties:

            (a)   If to J.P. Morgan, to:

                        J.P. Morgan Partners (23 A SBIC), LLC
                        c/o J.P. Morgan Partners, LLC
                        1221 Avenue of the Americas
                        New York, NY 10020-1080
                        Telephone: (212) 899-3400
                        Facsimile: (212) 899-3401
                        Attention: Mr. Stephen P. Murray

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                                       37


                        J.P. Morgan Partners
                        c/o J.P. Morgan Partners, LLC
                        Official Notices Clerk
                        1221 Avenue of the Americas
                        New York, NY 10020-1080
                        Telephone: (212) 899-3400
                        Facsimile: (212) 899-3401; and

                        J.P. Morgan Partners
                        c/o J.P. Partners, LLC
                        1221 Avenue of the Americas
                        New York, NY 10020-1080
                        Telephone:  (212) 899-3388
                        Facsimile:  (212) 899-3401
                        Attention: Mr. Carty Y.K. Chock

                        with a copy to:

                        Proskauer Rose LLP
                        1585 Broadway
                        New York, New York 10036-8299
                        Telephone: (212) 969-3000
                        Facsimile: (212) 969-2900
                        Attention: Adam J. Kansler, Esq.;

            (b)   If to Wells Fargo, to:

                        Wells Fargo Small Business Investment Company, Inc.
                        420 Montgomery Street
                        San Francisco, CA 94104
                        Telephone: (415) 222-2400
                        Facsimile: (415) 646-9057
                        Attention: Mr. Elliot Lowen;

                        with a copy to:

                        Pillsbury Winthrop LLP
                        50 Fremont Street
                        San Francisco, CA
                        Telephone: (415) 983-1823
                        Facsimile: (415) 893-1200
                        Attention: Thomas Klaus Gump, Esq.

            (c)   If to AmeriCredit, to:

                        ACF Investment Corp.
                        c/o AmeriCredit Corp.

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                                       38


                        801 Cherry Street, Suite 3900
                        Fort Worth, TX 76102
                        Telephone: (817) 302-7020
                        Facsimile: (817) 302-7170
                        Attention:  Mr. Michael T. Miller

                        with a copy to:

                        Chris Choate, Esq.
                        c/o AmeriCredit Corp.
                        801 Cherry Street, Suite 3900
                        Fort Worth, TX 76102
                        Telephone: (817) 302-7082
                        Facsimile: (817) 302-7915

            (d)   If to ALG, to:

                        Automotive Lease Guide (alg), LLC
                        115 So. La Cumbre Lane
                        Santa Barbara, CA 93105
                        Telephone: (805) 563-0777
                        Facsimile: (805) 898-3733
                        Attention: Raj Sundaram, President

                        with a copy to:

                        Seed Mackall LLP
                        1332 Anacapa Street, Suite 200
                        Santa Barbara, CA 93101
                        Telephone: (805) 963-0669
                        Facsimile: (805) 435-1498
                        Attention: Thomas N. Harding, Esq.

            (e)   If to Capital One, to:

                        Capital One Auto Finance, Inc.
                        c/o Capital One Services, Inc.
                        8000 Jones Branch Drive
                        19055-0300
                        McLean, VA 22102
                        Attention: Shahin Rezai, Esq.

                        with a copy to:

                        LeClair Ryan, A Professional Corporation
                        Eleventh Floor
                        707 East Main Street

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                                       39


                        Richmond, Vg. 23219
                        Attn: Gary D. LeClair, Esq.

            (f)   If to CMSI or FAC, to:

                        Credit Management Solutions, Inc.
                        c/o First American CREDCO
                        12395 First American Way
                        Poway, CA 92064
                        Attention: Anand Nallathambi
                        Facsimile: (619) 938-7020

                        with a copy to:

                        The First American Corporation
                        1 First American Way
                        Santa Ana, CA 92707
                        Attention: Parker Kennedy
                        Attention: Kenneth DeGiorgio
                        Facsimile: (714) 800-3325

            (g)   If to ADP, Inc. to:

                        ADP Dealer Services
                        1950 Hassell Road
                        Hoffman Estates, Illinois 60195
                        Attention: President
                        Facsimile: (847) 781-9873

                        with a copy to:

                        Automatic Data Processing, Inc.
                        One ADP Boulevard
                        Roseland, New Jersey 07068-1728
                        Attention: General Counsel
                        Facsimile: (973) 535-6199

            (h)   If to Wells Fargo Financial, Inc., to:

                        Wells Fargo Financial, Inc.
                        206 8th Street
                        Des Moines, IA 50309
                        Attention: Alex Turner

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                                       40


                        with a copy to:

                        Wells Fargo Financial, Inc.
                        206 8th Street
                        Des Moines, IA 50309
                        Attention: Steve Wagner, Esq.

            (i)   If to WFS, to:

                        WFS Web Investments
                        23 Pasteur
                        Irvine, CA 92618
                        Telephone: (949) 727-1629
                        Facsimile: (949) 727-1644
                        Attention: Tom Wolfe, President

                        with a copy to:

                        WFS Web Investments
                        23 Pasteur
                        Irvine, CA 92618
                        Facsimile: (949) 753-3085
                        Telephone: (949) 727-1044
                        Attention: Guy DuBose, Esq.,
                        General Counsel

            (j)   If to GRP, to:

                        GRP II, L.P.
                        2121 Avenue of the Stars, Suite 1630
                        Los Angeles, CA 90067
                        Telephone: (310) 785-5100
                        Facsimile: (310) 785-5111
                        Attention: Steven Dietz

                        GRP II Partners, L.P.
                        2121 Avenue of the Stars, Suite 1630
                        Los Angeles, CA 90067
                        Telephone: (310) 785-5100
                        Facsimile: (310) 785-5111
                        Attention: Steven Dietz

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                                       41


                        GRP II Investors, L.P.
                        11 Madison Avenue, 13th Floor
                        New York, NY 10010
                        Telephone: (212) 538-3818
                        Facsimile: (212) 538-5978
                        Attention: Ruchi Khurana

                        GRP II Investors, L.P.
                        11 Madison Avenue, 13th Floor
                        New York, NY 10010
                        Telephone: (212) 538-3818
                        Facsimile: (212) 538-5978
                        Attention: Seane Lammers

                        with a copy to:

                        Latham & Watkins
                        633 West Fifth St., Suite 4000
                        Los Angeles, CA 90071
                        Attention: Thomas C. Sadler
                        Telephone: (213) 891-8116
                        Facsimile: (213) 891-8763

            (k)   If to the Series C-2 Stockholders or the Common Stockholders,
                  to the address for each such Series C-2 Stockholder or Common
                  Stockholder set forth in the records of the Corporation.

            (l)   If to the Corporation, DealerTrack, Inc. or webalg, inc., to:

                        DealerTrack Holdings, Inc.
                        105 Maxess Road
                        Melville, NY  11747
                        Telephone: (631) 486-1601
                        Facsimile: (631) 486-1602
                        Attention: Mark F. O'Neil, President and CEO

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                                       42


                        with a copy to:

                        O'Melveny & Myers LLP
                        Citigroup Center
                        153 East 53rd Street
                        New York, NY  10022-4611
                        Telephone: (212) 326-2000
                        Facsimile: (212) 326-2061
                        Attention: Charles F. Niemeth, Esq.

            All such notices, requests, consents and other communications shall
be deemed to have been delivered (a) in the case of personal delivery or
delivery by telecopy, on the date of such delivery, (b) in the case of dispatch
by nationally-recognized overnight courier, on the next business day following
such dispatch and (c) in the case of mailing, on the third business day after
the posting thereof.

            SECTION 20. MODIFICATION; WAIVER.

            Neither this Agreement nor any provisions hereof can be modified,
changed, discharged, waived or terminated, except by an instrument in writing
signed by the Corporation and the Requisite Designated Preferred Stockholders
(as defined in the Certificate); provided, that any such modification, change,
discharge, waiver or termination shall also require the written consent of any
particular party hereto to the extent, and only to the extent, that any such
modification, change, discharge, waiver or termination materially adversely
affects the rights, privileges, duties or obligations of such party hereunder as
compared to those of the other Parties hereto. No waiver by any party of any
default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence. The failure of any party to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall
not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with it terms.

            SECTION 21. VOTING.

            To the extent that the Corporation wishes to take any action
requiring approval under Section 4.1(c)(ii) of the Certificate, if such action
is approved as required by such Section 4.1(c)(ii) then each Stockholder agrees
to vote all shares of capital stock of the Corporation held by such Stockholder
in favor of such action, whether by written consent or at any meeting.
Notwithstanding the foregoing, nothing contained in this Section 21 shall be
construed as requiring a Stockholder to vote its shares in favor of any action
if such Stockholder owns capital stock of any class or series that would be
entitled to vote as a separate class or series with respect to such action under
Section 242(b)(2) of the DGCL.

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                                       43


            SECTION 22. REMEDIES.

            (a) Each Stockholder shall have all rights and remedies reserved for
such Stockholder pursuant to this Agreement and all rights and remedies which
such holder has been granted at any time under any other agreement or contract
and all of the rights which such holder has under any Law or equity. Without
limiting the generality of the foregoing, a Person having any rights under any
provision of this Agreement will be entitled to enforce such rights
specifically, to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights granted by Law or equity.

            (b) The Parties acknowledge and agree that, solely with respect to
Section 9 and Section 10 hereof, it will be impossible to measure in money the
damages that would be suffered by any party hereto if any Person which is also a
party hereto fails to comply with any of the obligations imposed on it in this
Agreement or in the Certificate or By-Laws, and that in the event of any such
failure, the aggrieved party will be irreparably damaged and will not have an
adequate remedy at law. Any such aggrieved party shall, therefore, be entitled
to equitable relief, including specific performance, to enforce such
obligations, and if any action should be brought in equity to enforce any of the
provisions of this Agreement, none of the Parties hereto shall raise the defense
that there is an adequate remedy at law.

            SECTION 23. NO DISCLOSURE OBLIGATIONS.

            (a) The Corporation and each Stockholder acknowledges that each
Investor will likely have, from time to time, information that may be of
interest to the Corporation ("Information") regarding a wide variety of matters
including, without limitation, (1) the Investor's technologies, products, plans
and services, and plans and strategies relating thereto, (2) current and future
investments the Investor has made, may make, may consider or may become aware of
with respect to other Persons and other technologies, products, plans and
services, and plans and strategies relating thereto, including, without
limitation, those that may be competitive with the Corporation's, and (3)
developments with respect to the technologies, products plans and services, and
plans and strategies relating thereto, of other Persons, including, without
limitation, Persons that may be competitive with the Corporation. The
Corporation and each Stockholder recognizes that a portion of such Information
may be of interest to the Corporation and that such Information may or may not
be known by the applicable Investor Director. The Corporation and each
Stockholder agree that the Investors and each Investor Director shall have no
duty to disclose any Information to the Corporation or permit the Corporation to
participate in any projects or investments based on any Information, or to
otherwise take advantage of any opportunity that may be of interest to the
Corporation if it were aware of such Information, and hereby waives, to the
extent permitted by law, any claim based on the corporate opportunity doctrine
or otherwise that could limit Investor's ability to pursue opportunities based
on such Information or that would require the Investor or the Investor Director
to disclose any such Information to the Corporation or offer any opportunity
relating thereto to the Corporation.

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                                       44


            SECTION 24. HEADINGS.

            The headings of the sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be a part of this
Agreement.

            SECTION 25. NOUNS AND PRONOUNS.

            Whenever the context may require, any pronouns used herein shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of names and pronouns shall include the plural and vice versa.

            SECTION 26. ENTIRE AGREEMENT.

            Except as otherwise expressly set forth herein, this Agreement
embodies the complete agreement and understanding among the Parties hereto with
respect to the subject matter hereof and supersedes and preempts any prior
understandings or representations by or among the Parties, written or oral,
which may have related to the subject matter hereof in any way.

            SECTION 27. COUNTERPARTS.

            This Agreement may be executed in any number of counterparts, and
each such counterpart hereof shall be deemed to be an original instrument, but
all such counterparts together shall constitute but one agreement.

            SECTION 28. AMENDED AND RESTATED AGREEMENT.

            The Parties hereto agree that upon the proper and duly authorized
execution and delivery of this Agreement, the Prior Stockholders' Agreement
shall be superceded by this Agreement and cancelled in its entirety.

                                     * * * *

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                                       45


            IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
on the date first above written.

                                  "CORPORATION"

                                  DEALERTRACK HOLDINGS, INC.

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

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                                      S-1


                                  "STOCKHOLDERS"

                                  ACF INVESTMENT CORP.

                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


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                                      S-2


                                  AUTOMOTIVE LEASE GUIDE (ALG), LLC

                                  By: __________________________________________
                                      Name:
                                      Title:

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                                      S-3


                              J.P. MORGAN PARTNERS (23A SBIC), LLC

                              By: J.P. Morgan Partners (23A SBIC Manager), Inc.,
                                  its Managing Member

                              By: __________________________________________
                                  Name:
                                  Title:

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                                      S-4


                                  WELLS FARGO SMALL BUSINESS
                                  INVESTMENT COMPANY, INC.

                                  By:
                                      ------------------------------------------


                                  By:
                                      ------------------------------------------


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                                      S-5


                                  CAPITAL ONE AUTO FINANCE, INC.

                                  By:
                                      ------------------------------------------


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                                      S-6


                                  FIRST AMERICAN CREDIT MANAGEMENT
                                  SOLUTIONS, INC.

                                  By: __________________________________________
                                      Name:
                                      Title:

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                                      S-7


                                  ADP, INC.

                                  By: __________________________________________
                                      Name:
                                      Title:

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                                      S-8


                                  WELLS FARGO FINANCIAL, INC.

                                  By:
                                      ------------------------------------------


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                                      S-9


                                  WFS WEB INVESTMENTS

                                  By:
                                      ------------------------------------------


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                                      S-10


                                  GRP II, L.P., a Delaware limited partnership

                                  By: GRPVC, L.P., its General Partner

                                  By: GRP Management Services Corp., a
                                      Delaware corporation, its General Partner

                                  By: __________________________________________
                                      Name:
                                      Title:

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                                      S-11


                                  GRP II PARTNERS, L.P., a Delaware limited
                                      partnership

                                  By: GRPVC, L.P., its General Partner

                                  By: GRP Management Services Corp., a Delaware
                                      corporation, its General Partner

                                  By: __________________________________________
                                      Name:
                                      Title:

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                                      S-12


                                  GRP II INVESTORS, L.P., a Delaware limited
                                      partnership

                                  By: Merchant Capital, Inc., its General
                                      Partner

                                  By: __________________________________________
                                      Name:
                                      Title:

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                                      S-13



                                  ----------------------------------------------
                                  Mary Cirillo-Goldberg

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                                      S-14



                                  ----------------------------------------------
                                  Janet Clarke

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                                      S-15



                                  ----------------------------------------------
                                  Mark F. O'Neil

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                                      S-16



                                  ----------------------------------------------
                                  Robert Cox

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                                      S-17


                                  DEALERTRACK, INC.

                                   By:
                                      ------------------------------------------



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                                      S-18


                                  WEBALG, INC.

                                   By:
                                      ------------------------------------------



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                                      S-19


                                  CREDIT ONLINE, INC.

                                  By: __________________________________________
                                      Name:
                                      Title:

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                                      S-20


                                  "COMMON STOCKHOLDERS"


                                  ----------------------------------------------
                                  Matt Walker

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                                      S-21



                                  ----------------------------------------------
                                  Mark Fell

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                                      S-22

EX-4.2

                                                                     EXHIBIT 4.2

                                 AMENDMENT NO. 1

                                     TO THE

               FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

                                      AMONG

                           DEALERTRACK HOLDINGS, INC.

                                     AND THE

                         STOCKHOLDERS IDENTIFIED HEREIN

                               AS OF MAY 26, 2005



      AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
among:

      I. DEALERTRACK HOLDINGS, INC., a Delaware corporation (the "Corporation");

      II. the STOCKHOLDERS of the Corporation identified on Annex I of the
Agreement (each, a "Stockholder" and, collectively, the "Stockholders"); and

      III. DEALERTRACK, INC., WEBALG, INC., CREDIT ONLINE, INC., DEALERACCESS
INC., DEALERTRACK AFTERMARKET SERVICES, INC. and CHROME SYSTEMS, INC., each a
Delaware corporation and a wholly-owned subsidiary of the Corporation
(collectively the "US Subsidiaries"), and DEALERACCESS CANADA INC., a Canadian
corporation and a wholly-owned subsidiary of dealerAccess Inc. (collectively
with the Corporation, Stockholders and US Subsidiaries, the "Parties").

            WHEREAS, the Parties hereto have entered into the Fourth Amended and
Restated Stockholders' Agreement, dated as of March 19, 2003 (the "Agreement";
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Agreement);

            WHEREAS, pursuant to Section 20 of the Agreement, the Agreement may
be modified by an instrument in writing signed by the Corporation and the
Requisite Designated Preferred Stockholders (as defined in the Certificate); and

            WHEREAS, it is deemed to be in the best interest of the Corporation
and the Stockholders that the Agreement be amended and, to that end, the
Corporation and the Stockholders hereby set forth their agreement, as of May 26,
2005, with respect to this Amendment No. 1 (the "Amendment") to the Agreement.

            NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and obligations hereinafter set forth, the Parties hereto hereby agree
as follows:

            SECTION 1. AMENDMENT TO SECTION 1.

                        The Parties hereto agree that the following definition
shall be inserted into Section 1 of the Agreement immediately following the
definition of "DGCL":

            ""Director Designator" shall have the meaning set forth in Section
10(f) hereof."

            SECTION 2. AMENDMENT TO SECTION 10.

            The Parties hereto agree that Section 10 of the Agreement shall be
amended and restated in its entirety as follows:

                  "SECTION 10. ELECTION OF DIRECTORS; VOTING.

                  (a) The number of directors constituting the Board, as fixed
      from time to time by the Board in accordance with the Certificate and the
      By-Laws, shall be not less

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement



      than three (3) nor more than eleven (11). The number of directors
      constituting the boards of directors of each Subsidiary shall correspond
      to the number of directors on the Board and each member of the Board shall
      at all times serve as a director on the board of directors of each
      Subsidiary, except dealerAccess Canada Inc. Any vacancy on the Board or on
      the board of directors of any Subsidiary from time to time shall not be
      considered to be a decrease in the number of directors constituting such
      board. At each annual meeting of the holders of any class of Stock, and at
      each special meeting of the holders of any class of Stock called for the
      purpose of electing directors of the Corporation, and at any time at which
      holders of any class of Stock shall have the right to, or shall, vote for
      or consent in writing to the election of directors of the Corporation,
      then, and in each such event, the Stockholders shall vote all of the
      shares of the Stock owned by them or their Affiliates, and their
      respective transferees shall so vote for, or consent in writing with
      respect to such shares in favor of, the election of a Board of the
      Corporation constituted as follows:

                  (i) two (2) directors who shall be designated and approved by
            J.P. Morgan (each a "J.P. Morgan Director");

                  (ii) one (1) director who shall be designated and approved by
            Wells Fargo (the "WF Director"); provided that Wells Fargo, together
            with its Affiliates, and other members of its Group, holds either
            (A) equity securities of the Corporation representing at least five
            (5%) percent of the voting power thereof (determined on a Fully
            Diluted Basis) or (B) at least seventy-five (75%) percent of the
            Stock of the Corporation held by it as of the Closing Date (as
            adjusted for stock splits, stock dividends and the like);

                  (iii) one (1) director who shall be designated and approved by
            AmeriCredit (the "AmeriCredit Director"), provided that AmeriCredit,
            together with its Affiliates, and other members of its Group, holds
            either (A) equity securities of the Corporation representing at
            least five (5%) percent of the voting power thereof (determined on a
            Fully Diluted Basis) or (B) at least seventy-five (75%) percent of
            the Stock of the Corporation held by it as of the Closing Date (as
            adjusted for stock splits, stock dividends and the like);

                  (iv) one (1) director who shall be designated and approved by
            Capital One (the "Capital One Director"); provided that Capital One,
            together with its Affiliates, and other members of its Group, holds
            either (A) equity securities of the Corporation representing at
            least five (5%) percent of the voting power thereof (determined on a
            Fully Diluted Basis) or (B) at least seventy-five (75%) percent of
            the Stock of the Corporation held by it as of the Closing Date (as
            adjusted for stock splits, stock dividends and the like);

                  (v) one (1) director who shall be designated and approved by
            WFS (the "WFS Director"); provided that WFS, together with its
            Affiliates, and other members of its Group, holds either (A) equity
            securities of the Corporation representing at least five (5%)
            percent of the voting power thereof (determined on a Fully Diluted
            Basis) or (B) at least seventy-five (75%) percent of the Stock of

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                       2


            the Corporation held by it as of the Closing Date (as adjusted for
            stock splits, stock dividends and the like);

                  (vi) one (1) director who shall be designated and approved by
            GRP (the "GRP Director"); provided that GRP, together with its
            Affiliates, and other members of its Group, holds either (A) equity
            securities of the Corporation representing at least five (5%)
            percent of the voting power thereof (determined on a Fully Diluted
            Basis) or (B) at least seventy-five (75%) percent of the Stock of
            the Corporation held by it as of the Closing Date (as adjusted for
            stock splits, stock dividends and the like);

                  (vii) one (1) director who shall be designated and approved by
            The First American Corporation ("FAC") (the "FAC Director");
            provided that FAC, together with its Affiliates, and other members
            of its Group, holds either (A) equity securities of the Corporation
            representing at least five (5%) percent of the voting power thereof
            (determined on a Fully Diluted Basis) or (B) at least seventy-five
            (75%) percent of the Stock of the Corporation held by CMSI as of the
            Closing Date (as adjusted for stock splits, stock dividends and the
            like);

                  (viii) one (1) director who shall be the Chief Executive
            Officer of the Corporation; and

                  (ix) two (2) directors who shall not be officers of the
            Corporation and shall each be designated and approved by
            AmeriCredit, J.P. Morgan and Wells Fargo, acting jointly; provided
            however, that Capital One, FAC, GRP and WFS, acting jointly, may
            veto any individual proposed as a director under this Section
            10(a)(viii) within 14 calendar days of receipt of the name and
            resume of such proposed director, except that Capital One, FAC, WFS
            and GRP agree not to unreasonably veto any such individual who is
            designated by AmeriCredit, J.P. Morgan and Wells Fargo hereunder;

      provided, however, that if a Director Designator chooses not to exercise
      its right pursuant to Section 10(a) to designate a director, such Director
      Designator's rights under Section 10(a) shall continue in full force and
      effect.

                  (b) Each respective party designating directors pursuant to
      Section 10(a) shall have the right (i) to have such director serve as
      director until his or her successor is duly elected and qualified, (ii) to
      designate each such successor so long as such party has the power to
      designate such director pursuant to Section 10(a) above, (iii) to propose
      the removal from the Board of any director nominated by such party
      pursuant to Section 10(a) and (iv) to propose the removal from the Board
      of a director nominated by another party in the event that such other
      party ceases to possess the power to nominate such director as a result of
      the application of any of the provisions of Section 10(a) above. The
      Stockholders shall vote their shares (i) to remove any director whose
      removal is required pursuant to clause (iii) or (iv) of the preceding
      sentence by the party or Parties with the power to designate such director
      pursuant to Section 10(a) and (ii) to fill any vacancy created by the
      removal, resignation or death of a director, in each case

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                       3


      for the election of a new director designated and approved, if approval is
      required, in accordance with the provisions of this Section 10.

                  (c) The members of each committee of the Board shall be
      selected by the Board and shall include (i) one (1) J.P. Morgan Director
      (if a J.P. Morgan Director is so designated pursuant to Section 10(a)(i))
      and (ii) such other director(s) selected by the Board. The Corporation and
      the Board shall ensure that, to the extent that directors are designated
      pursuant to Section 10(a)(ii)-(vii), the AmeriCredit Director, the Capital
      One Director, the FAC Director, the WF Director, the WFS Director and the
      GRP Director are each members of the same number of committees as is
      reasonably possible. The Corporation and Board shall also ensure that no
      Stockholder has more than one representative as a member on a certain
      committee. In the event that AmeriCredit, Capital One, FAC, Wells Fargo,
      WFS or GRP is not a member of a particular committee, AmeriCredit, Capital
      One, FAC, Wells Fargo, WFS or GRP, as the case may be, shall have the
      right to designate one individual as a non-voting observer (each a
      "Committee Observer") to such committee. The Corporation shall give each
      Committee Observer and the ALG Observer (as defined below) the same
      notice, information and documentation with respect to committee meetings
      as the members of such committees receive; provided, however, that each
      Committee Observer and the ALG Observer shall agree to hold all
      information so provided in confidence and trust; provided further,
      however, that the Corporation reserves the right to withhold any
      information and to exclude any Committee Observer and or the ALG Observer
      from any meeting or portion thereof, without excluding any other Committee
      Observer and or the ALG Observer, if the Board determines in good faith
      that access to such information or attendance at such meeting would
      adversely affect the attorney-client privilege between the Corporation and
      its counsel.

                  (d) ALG shall have the right to designate one individual as a
      non-voting observer to the Board and to any committees of the Board (the
      "ALG Observer"). All other Investors shall have the right to designate one
      individual as a non-voting observer to the Board, subject to the ability
      of the Board to determine that no Investor (other than ALG) shall have
      such right (each a "Board Observer"). The Corporation shall give the ALG
      Observer and each Board Observer the same notice, information and
      documentation with respect to Board meetings as the members receive;
      provided, however, that the ALG Observer and the Board Observers, if any,
      shall agree to hold all information so provided in confidence and trust;
      provided further, however, that the Corporation reserves the right to
      withhold any information and to exclude the ALG Observer, without
      excluding any Board Observer or the ALG Observer, as the case may be, from
      any meeting or portion thereof if the Board determines in good faith that
      access to such information or attendance at such meeting would adversely
      affect the attorney-client privilege between the Corporation and its
      counsel.

                  (e) The Stockholders shall cause the Corporation to appoint,
      replace and remove the directors of each of its Subsidiaries, except
      dealerAccess Canada Inc., and each of DealerTrack, Inc., webalg, inc.,
      Credit Online, Inc., DealerTrack Aftermarket Services, Inc., dealerAccess
      Inc. and Chrome Systems, Inc. hereby agrees to such appointment,
      replacement and removal, in accordance with the terms of this Section 10
      as

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                       4


      applied mutatis mutandis to such Subsidiaries, such that at all times the
      Board of the Corporation and of each Subsidiary of the Corporation, except
      dealerAccess Canada Inc., shall consist of the same individuals.

                  (f) Each respective party designating directors pursuant to
      Section 10(a) (each, a "Director Designator") shall cause the director(s)
      designated by such party to agree to resolve that as of the date of this
      Amendment, the Board shall be fixed at five (5); provided, however, that
      if at any time during the term of this Agreement any Director Designator
      chooses to exercise its right to designate a director pursuant to Section
      10(a), then (i) all of the Director Designators shall cause the
      director(s) designated by each of them to agree to resolve to increase the
      size of the Board accordingly to accommodate such additional designee(s)
      and (ii) the Stockholders shall vote all of the shares of the Stock owned
      by them or their Affiliates, and their respective transferees shall so
      vote for, or consent in writing with respect to such shares in favor of,
      the election of the additional designee(s)."

            SECTION 3. HEADINGS.

            The headings of the sections of this Amendment have been inserted
for convenience of reference only and shall not be deemed to be a part of this
Amendment.

            SECTION 4. NOUNS AND PRONOUNS.

            Whenever the context may require, any pronouns used herein shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of names and pronouns shall include the plural and vice versa.

            SECTION 5. ENTIRE AGREEMENT.

            Except as otherwise expressly set forth herein, this Amendment
embodies the complete agreement and understanding among the Parties hereto with
respect to the subject matter hereof and supersedes and preempts any prior
understandings or representations by or among the Parties, written or oral,
which may have related to the subject matter hereof in any way.

            SECTION 6. COUNTERPARTS.

            This Amendment may be executed in any number of counterparts, and
each such counterpart hereof shall be deemed to be an original instrument, but
all such counterparts together shall constitute but one agreement.

                                     * * * *

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                       5


            IN WITNESS WHEREOF, the Parties hereto have executed this Amendment
on the date first above written.

                             "CORPORATION"
                             DEALERTRACK HOLDINGS, INC.

                             By:
                                 -----------------------------------------------
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                      S-1


                             "STOCKHOLDERS"

                             ACF INVESTMENT CORP.

                             By:
                                 -----------------------------------------------
                                     Name:
                                     Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                      S-2


                             AUTOMOTIVE LEASE GUIDE (ALG), LLC

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                      S-3


                             J.P. MORGAN PARTNERS (23A SBIC), LLC

                             By: J.P. Morgan Partners (23A SBIC Manager), Inc.,
                                 its Managing Member

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                      S-4


                             WELLS FARGO SMALL BUSINESS INVESTMENT COMPANY, INC.

                             By:
                                 -----------------------------------------------
                                   Name:
                                   Title:

                             By:
                                 -----------------------------------------------
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                      S-5


                             CAPITAL ONE AUTO FINANCE, INC.

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                      S-6


                             FIRST AMERICAN CREDIT MANAGEMENT SOLUTIONS, INC.

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                      S-7


                             WELLS FARGO FINANCIAL, INC.

                             By:
                                 -----------------------------------------------
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                      S-8


                             WFS WEB INVESTMENTS

                             By:
                                 -----------------------------------------------
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                      S-9


                             GRP II, L.P., a Delaware limited partnership

                             By: GRPVC, L.P., its General Partner

                             By: GRP Management Services Corp., a
                                 Delaware corporation, its General Partner

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-10


                             GRP II PARTNERS, L.P., a Delaware limited
                                 partnership

                             By: GRPVC, L.P., its General Partner

                             By: GRP Management Services Corp., a
                                 Delaware corporation, its General Partner

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-11


                             GRP II INVESTORS, L.P., a Delaware limited
                                 partnership

                             By: Merchant Capital, Inc., its General Partner

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-12



                             ---------------------------------------------------
                                    Mary Cirillo-Goldberg

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-13



                             ---------------------------------------------------
                                    Mark F. O'Neil

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-14



                             ---------------------------------------------------
                                    Robert Cox

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-15



                             ---------------------------------------------------
                                    Vincent Passione

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-16



                             ---------------------------------------------------
                             Eric D. Jacobs

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-17


                             DEALERTRACK, INC.

                             By:
                                 -----------------------------------------------
                                     Name:  Mark F. O'Neil
                                     Title: Chief Executive Officer & President

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-18


                             WEBALG, INC.

                             By:
                                 -----------------------------------------------
                                    Name:  Mark F. O'Neil
                                    Title: Chief Executive Officer & President

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-19


                             CREDIT ONLINE, INC.

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-20


                             DEALERTRACK AFTERMARKET SERVICES, INC.

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-21


                             DEALERACCESS INC.

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-22


                             DEALERACCESS CANADA INC.

                             By: _______________________________________________
                                   Name:
                                   Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-23


                             CHROME SYSTEMS, INC.

                             By:
                                 -----------------------------------------------
                                     Name:
                                     Title:

Amendment No. 1 to Fourth Amended and Restated
Stockholders' Agreement

                                     S-24

EX-4.3

                                                                     EXHIBIT 4.3

                           FOURTH AMENDED AND RESTATED

                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 19, 2003

                                      AMONG

                           DEALERTRACK HOLDINGS, INC.

                                     AND THE

                                IDENTIFIED HEREIN

                                    INVESTORS

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement



                                TABLE OF CONTENTS



                                                                                               PAGE
                                                                                               ----
                                                                                            
Section 1.   Definitions.....................................................................    2

Section 2.   Required Registration...........................................................    5

Section 3.   Piggyback Registration..........................................................    7

Section 4.   Registrations on Form S-3.......................................................    8

Section 5.   Holdback Agreement..............................................................    8

Section 6.   Preparation and Filing..........................................................    9

Section 7.   Expenses........................................................................   12

Section 8.   Indemnification.................................................................   12

Section 9.   Underwriting Agreement..........................................................   14

Section 10.  Information.....................................................................   15

Section 11.  Exchange Act Compliance.........................................................   15

Section 12.  No Conflict of Rights...........................................................   15

Section 13.  Termination.....................................................................   15

Section 14.  Successors and Assigns..........................................................   15

Section 15.  Assignment......................................................................   15

Section 16.  Entire Agreement; Termination of Previous Registration Rights Agreements........   16

Section 17.  Notices.........................................................................   16

Section 18.  Modifications; Amendments; Waivers..............................................   16

Section 19.  Counterparts; Facsimile Signatures..............................................   16

Section 20.  Headings........................................................................   17

Section 21.  Governing Law...................................................................   17


                                                                       EXECUTION

                                        i


      FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of
March 19, 2003, among DEALERTRACK HOLDINGS, INC., a Delaware corporation (the
"Corporation"), and the INVESTORS (as hereinafter defined).

      WHEREAS, the Corporation and certain of the Parties hereto have entered
into those certain Stock Purchase Agreements dated as of January 30, 2003, among
the respective parties thereto (the "Stock Purchase Agreements"), pursuant to
which the Corporation shall issue (i) to the Series A-2 Stockholders (as defined
below) shares of the Corporation's Series A-2 Preferred Stock (as defined below)
and (ii) to the Series C-3 Stockholders (as defined below) shares of the
Corporation's Series C-3 Preferred Stock (as defined below);

      WHEREAS, the Corporation and certain of the parties hereto have entered
into a Series C-2 Securities Purchase Agreement, dated as of December 4, 2002
(the "Series C-2 Securities Purchase Agreement"), pursuant to which the
Corporation issued to such parties shares of the Corporation's Series C-2
Preferred Stock (as hereinafter defined);

      WHEREAS, the Corporation and certain of the parties hereto have entered
into a Series C-1 Securities Purchase Agreement, dated as of April 22, 2002 (the
"Series C-1 Securities Purchase Agreement"), pursuant to which the Corporation
issued to such parties shares of the Corporation's Series C-1 Preferred Stock
(as hereinafter defined);

      WHEREAS, the Corporation and certain of the parties hereto have entered
into a Securities Purchase Agreement, dated as of December 28, 2001 (the "Series
C Securities Purchase Agreement"), pursuant to which the Corporation issued to
such parties shares of the Corporation's Series C Preferred Stock (as
hereinafter defined);

      WHEREAS, the Corporation and certain of the parties hereto have entered
into a Stock Exchange Agreement, dated as of August 10, 2001, pursuant to which
the Corporation issued to such parties shares of the Corporation's Series A
Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series
B-1 Preferred Stock (each, as hereinafter defined);

      WHEREAS, as a condition to and in connection with the execution of the
Stock Purchase Agreements, the parties hereto desire to amend and restate the
Third Amended and Restated Registration Rights Agreement, dated as of December
4, 2002, among the Corporation and the holders of the Series A Preferred Stock,
Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred
Stock, Series C Preferred Stock, Series C-1 Preferred Stock, and Series C-2
Preferred Stock (each, as hereinafter defined) (the "Prior Registration Rights
Agreement");

      WHEREAS, as of the date hereof, each Investor owns or has the right to
purchase or otherwise acquire shares of the Common Stock (as hereinafter
defined) of the Corporation;

      WHEREAS, the Corporation and the Investors deem it to be in their
respective best interests to set forth the rights of the Investors in connection
with public offerings and sales of the Common Stock.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto hereby agree
as follows:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement



            Section 1. Definitions.

            As used in this Agreement, the following terms shall have the
following respective meanings:

            (a) "Affiliate" means, with respect to any Person, any (a) director,
officer or stockholder holding 5% or more of the capital stock (on a fully
diluted basis) of such Person, (b) spouse, parent, sibling or descendant of such
Person (or a spouse, parent, sibling or descendant of a director, officer, or
partner of such Person) and (c) other Person that, directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person. The term "control" includes, without
limitation, the possession, directly or indirectly, of the power to direct the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

            (b) "Board" means the board of directors of the Corporation.

            (c) "Certificate" means the Fourth Restated Certificate of
Incorporation of the Corporation, as amended from time to time.

            (d) "Commission" means the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.

            (e) "Common Stock" means the Common Stock, $.01 par value per share,
of the Corporation.

            (f) "Counsel" has the meaning set forth in Section 6(b) hereof.

            (g) "Exchange Act" means the Securities Exchange Act of 1934 or any
successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.

            (h) "Exchange Agreement" means that certain Stock Exchange
Agreement, dated as of August 10, 2001, among the Corporation, the Investors,
DealerTrack.com, Inc. and webalg, inc.

            (i) "Governmental Entity" means any domestic or foreign federal,
state, municipal, or other government, governmental department, commission,
board, bureau, agency or instrumentality, or any court or tribunal.

            (j) "Initial Public Offering" means the initial offering of Common
Stock to the public pursuant to a registration statement filed under the
Securities Act.

            (k) "Initiating Holders" has the meaning ascribed to such term in
Section 2(a) hereof.

            (l) "Investors" means the Series A Investors, the Series A-1
Investors, the Series A-2 Investors, the Series B Investors, the Series B-1
Investors, the Series C Investors, the Series C-1 Investors, the Series C-2
Investors and the Series C-3 Investors collectively.

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                        2


            (m) "Law" means as to any Person, any constitution, law, statute,
treaty, rule, ordinance, permit, certificate directive, requirement regulation
or Order of any Governmental Entity.

            (n) "Orders" means judgments, writs, decrees, injunctions, orders,
compliance agreements or settlement agreements of or with any Governmental
Entity or arbitrator.

            (o) "Other Shares" means at any time those shares of Common Stock
which do not constitute Primary Shares or Registrable Shares.

            (p) "Person" means any individual, partnership, corporation, group,
trust, limited liability company or other legal entity.

            (q) "Preferred Stock" means the Series A Preferred Stock, the Series
A-1 Preferred Stock, the Series A-2 Preferred Stock, the Series B Preferred
Stock, the Series B-1 Preferred Stock, the Series C Preferred Stock, the Series
C-1 Preferred Stock, the Series C-2 Preferred Stock and the Series C-3 Preferred
Stock.

            (r) "Primary Shares" means at any time the authorized but unissued
shares of Common Stock and shares of Common Stock held by the Corporation in its
treasury.

            (s) "Registrable Shares" means, shares of Common Stock issued or
issuable upon conversion of the Preferred Stock, or otherwise acquired, and
which are held by an Investor. As to any particular Registrable Shares, once
issued, such Registrable Shares shall cease to be Registrable Shares when (i)
they have been registered under the Securities Act, the registration statement
in connection therewith has been declared effective and they have been disposed
of pursuant to such effective registration statement, (ii) they are eligible to
be sold or distributed in one transaction pursuant to Rule 144 within any
consecutive three month period (including, without limitation, Rule 144(k))
without volume limitations, or (iii) they shall have ceased to be outstanding.

            (t) "Registration Date" means the date upon which the registration
statement pursuant to which the Corporation shall have initially registered
shares of Common Stock under the Securities Act for sale to the public shall
have been declared effective.

            (u) "Rule 144" means Rule 144 promulgated under the Securities Act
or any successor rule thereto or any complementary rule thereto (such as Rule
144A).

            (v) "Securities Act" means the Securities Act of 1933 or any
successor Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.

            (w) "Series A Investors" means the Persons set forth on Schedule I
beneath the heading "Series A Investors" and each additional Person who shall
execute a counterpart signature page hereto, and includes any successor to, or
assignee or transferee of, any such Person who or which agrees in writing to be
treated as a Series A Investor hereunder and to be bound by the terms and comply
with all applicable provisions hereof.

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                        3


            (x) "Series A-1 Investors" means the Persons set forth on Schedule I
beneath the heading "Series A-1 Investors" and each additional Person who shall
execute a counterpart signature page hereto, and includes any successor to, or
assignee or transferee of, any such Person who or which agrees in writing to be
treated as a Series A-1 Investor hereunder and to be bound by the terms and
comply with all applicable provisions hereof.

            (y) "Series A-2 Investors" means the Persons set forth on Schedule I
beneath the heading "Series A-2 Investors" and each additional Person who shall
execute a counterpart signature page hereto, and includes any successor to, or
assignee or transferee of, any such Person who or which agrees in writing to be
treated as a Series A-2 Investor hereunder and to be bound by the terms and
comply with all applicable provisions hereof.

            (z) "Series A Preferred Stock" means the Convertible Series A
Participating Preferred Stock, $.01 par value per share of the Corporation,
issued to the Series A Investors pursuant to the Exchange Agreement.

            (aa) "Series A-1 Preferred Stock" means the Convertible Series A-1
Participating Preferred Stock, $.01 par value per share of the Corporation,
issued to the Series A-1 Investors pursuant to the Exchange Agreement.

            (bb) "Series A-2 Preferred Stock" means the Convertible Series A-2
Participating Preferred Stock, $.01 par value per share of the Corporation,
issued to the Series A-2 Investors pursuant to the Stock Purchase Agreements.

            (cc) "Series B Investors" means the Persons set forth on Schedule I
beneath the heading "Series B Investors" and each additional Person who shall
execute a counterpart signature page hereto, and includes any successor to, or
assignee or transferee of, any such Person who or which agrees in writing to be
treated as a Series B Investor hereunder and to be bound by the terms and comply
with all applicable provisions hereof.

            (dd) "Series B-1 Investors" means the Persons set forth on Schedule
I beneath the heading "Series B-1 Investors" and each additional Person who
shall execute a counterpart signature page hereto, and includes any successor
to, or assignee or transferee of, any such Person who or which agrees in writing
to be treated as a Series B-1 Investor hereunder and to be bound by the terms
and comply with all applicable provisions hereof.

            (ee) "Series B Preferred Stock" means the Convertible Series B
Participating Preferred Stock, $.01 par value per share of the Corporation,
issued to the Series B Investors pursuant to the Exchange Agreement.

            (ff) "Series B-1 Preferred Stock" means the Convertible Series B-1
Participating Preferred Stock, $.01 par value per share of the Corporation,
issued to the Series B-1 Investors pursuant to the Exchange Agreement.

            (gg) "Series C Investors" means the Persons set forth on Schedule I
beneath the heading "Series C Investors" and each additional Person who shall
execute a counterpart signature page hereto, and includes any successor to, or
assignee or transferee of, any such

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                        4


Person who or which agrees in writing to be treated as a Series C Investor
hereunder and to be bound by the terms and comply with all applicable provisions
hereof.

            (hh) "Series C-1 Investors" means the Persons set forth on Schedule
I beneath the heading "Series C-1 Investors" and each additional Person who
shall execute a counterpart signature page hereto, and includes any successor
to, or assignee or transferee of, any such Person who or which agrees in writing
to be treated as a Series C-1 Investor hereunder and to be bound by the terms
and comply with all applicable provisions hereof.

            (ii) "Series C-2 Investors" means the Persons set forth on Schedule
I beneath the heading "Series C-2 Investors" and each additional Person who
shall execute a counterpart signature page hereto, and includes any successor
to, or assignee or transferee of, any such Person who or which agrees in writing
to be treated as a Series C-2 Investor hereunder and to be bound by the terms
and comply with all applicable provisions hereof.

            (jj) "Series C-3 Investors" means the Persons set forth on Schedule
I beneath the heading "Series C-3 Investors" and each additional Person who
shall execute a counterpart signature page hereto, and includes any successor
to, or assignee or transferee of, any such Person who or which agrees in writing
to be treated as a Series C-3 Investor hereunder and to be bound by the terms
and comply with all applicable provisions hereof.

            (kk) "Series C Preferred Stock" means the Convertible Series C
Preferred Stock, $.01 par value per share, of the Corporation, issued to the
Series C Investors pursuant to the Series C Purchase Agreement.

            (ll) "Series C-1 Preferred Stock" means the Convertible Series C-1
Preferred Stock, $.01 par value per share, of the Corporation, issued to the
Series C-1 Investors pursuant to the Series C-1 Securities Purchase Agreement.

            (mm) "Series C-2 Preferred Stock" means the Convertible Series C-2
Preferred Stock, $.01 par value per share, of the Corporation, issued to the
Series C-2 Investors pursuant to the Series C-2 Securities Purchase Agreement.

            (nn) "Series C-3 Preferred Stock" means the Convertible Series C-3
Preferred Stock, $.01 par value per share, of the Corporation, issued to the
Series C-3 Investors pursuant to the Stock Purchase Agreements.

            (oo) "Series C Securities Purchase Agreement" has the meaning set
forth in the fourth recital hereto.

            (pp) "Series C-1 Securities Purchase Agreement" has the meaning set
forth in the third recital hereto.

            (qq) "Series C-2 Securities Purchase Agreement" has the meaning set
forth in the second recital hereto.

            (rr) "Stockholders Agreement" means that certain Fourth Amended and
Restated Stockholders' Agreement, dated as of the date hereof, among the
Corporation and the

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Registration Rights Agreement

                                        5


stockholders identified on Annex I thereto, DealerTrack, Inc., webalg, inc. and
Credit Online, Inc.

            (ss) "Stock Purchase Agreements" has the meaning set forth in the
first recital hereto.

            Section 2. Required Registration.

            (a) If the Corporation shall be requested by any Investor or group
of Investors (the "Initiating Holders"), at any time after the earlier to occur
of (i) the 180th day after the Registration Date or (ii) February 1, 2005 to
effect the registration under the Securities Act of Registrable Shares that
would result in aggregate net proceeds of at least $30,000,000 to the Initiating
Holders, the Corporation shall promptly give written notice of such proposed
registration to all holders of Registrable Shares and shall offer to include in
such proposed registration any Registrable Shares requested to be included in
such proposed registration by the holders of Registrable Shares who shall
respond in writing to the Corporation's notice within 30 days after delivery of
such notice (which response shall specify the number of Registrable Shares
proposed to be included in such registration). The Corporation shall promptly
use its best efforts to effect such registration under the Securities Act of the
Registrable Shares which the Corporation has been so requested to register by
all holders of Registrable Shares pursuant to this Section 2(a).

            (b) Anything contained in Section 2(a) to the contrary
notwithstanding, the Corporation shall not be obligated to effect any
registration under the Securities Act pursuant to Section 2(a) except in
accordance with the following provisions:

                  (i) The Corporation shall not be obligated to use its best
      efforts to file and cause to become effective (A) more than one (1)
      registration statement initiated pursuant to this Section 2 in any
      twelve-month period, (B) more than two registration statements initiated
      pursuant to this Section 2 on Form S-1 or SB-2 promulgated under the
      Securities Act or any successor forms thereto, (C) any registration
      statement during any period in which any other registration statement
      (other than on Form S-4 or Form S-8 promulgated under the Securities Act
      or any successor forms thereto) pursuant to which Primary Shares are to be
      or were sold has been filed and not withdrawn or has been declared
      effective within the prior 90 days or (D) any registration statement
      initiated pursuant to this Section 2 that would not result in aggregate
      net proceeds of at least $30,000,000 to the Initiating Holders.

                  (ii) The Corporation may delay the filing or effectiveness of
      any registration statement for a period of up to 90 days after the date of
      a request for registration pursuant to this Section 2 if at the time of
      such request (i) the Corporation is engaged, or has fixed plans to engage
      within 90 days of the time of such request, in a firm commitment
      underwritten public offering of Primary Shares in which the holders of
      Registrable Shares may include Registrable Shares pursuant to Section 3 or
      (ii) the Corporation reasonably determines that such registration and
      offering would interfere with any material transaction involving the
      Corporation, as approved by the Board, provided, however, that the
      Corporation may only delay the filing or effectiveness of a

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Registration Rights Agreement

                                        6


registration statement pursuant to this Section 2(b) for a total of 180 days
after the date of a request for registration pursuant to this Section 2.

                  (iii) With respect to any registration pursuant to this
      Section 2, the Corporation shall give notice of such registration to the
      Investors who do not request registration hereunder and to the holders of
      all Other Shares which are entitled to registration rights and the
      Corporation may include in such registration any Primary Shares or Other
      Shares; provided, however, that if the managing underwriter advises the
      Corporation that the inclusion of all Registrable Shares, Primary Shares
      and/or Other Shares proposed to be included in such registration would
      interfere with the successful marketing (including pricing) of the
      Registrable Shares proposed to be included in such registration, then the
      number of Registrable Shares, Primary Shares and/or Other Shares proposed
      to be included in such registration shall be included in the following
      order:

                        (A) first, the Registrable Shares requested to be
            included in such registration (or, if necessary, such Registrable
            Shares pro rata among the holders thereof based upon the number of
            Registrable Shares requested to be registered by each such holder);

                        (B) second, the Primary Shares; and

                        (C) third, the Other Shares proposed to be included in
            such registration.

            (c) At any time before the registration statement covering
Registrable Shares becomes effective, the holders of a majority of the
Registrable Shares so requested to be registered may request the Corporation to
withdraw or not to file the registration statement. In that event, if such
request of withdrawal shall not have been caused by, or made in response to, the
material adverse effect of an event on the business, properties, condition,
financial or otherwise, or operations of the Corporation, the holders shall have
used one of their demand registration rights under this Section 2 and the
Corporation shall no longer be obligated to register Registrable Shares pursuant
to the exercise of such one registration right pursuant to this Section 2 unless
the holders shall reimburse the Corporation for any out-of-pocket expenses
actually incurred by the Corporation in connection therewith through the date of
such request.

            (d) The holders of the Registrable Shares shall be entitled to two
requests pursuant to this Section 2.

            Section 3. Piggyback Registration.

            If the Corporation at any time proposes for any reason to register
Primary Shares or Other Shares under the Securities Act (other than on Form S-4
or Form S-8 promulgated under the Securities Act or any successor forms
thereto), it shall give written notice to the Investors of its intention to so
register such Primary Shares or Other Shares at least 30 days before the initial
filing of such registration statement and, upon the written request, delivered
to the Corporation within 20 days after delivery of any such notice by the
Corporation, of the Investors to include in such registration Registrable Shares
(which request shall specify the number of Registrable Shares proposed to be
included in such registration and shall state that

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                        7


such Investors desire to sell such Registrable Shares in the public securities
markets), the Corporation shall use its best efforts to cause all such
Registrable Shares to be included in such registration on the same terms and
conditions as the securities otherwise being sold in such registration;
provided, however, that if the managing underwriter advises the Corporation that
the inclusion of all Registrable Shares requested to be included in such
registration would interfere with the successful marketing (including pricing)
of the Primary Shares or Other Shares proposed to be registered by the
Corporation, then the number of Primary Shares, Registrable Shares and Other
Shares proposed to be included in such registration shall be included in the
following order:

            (a) if the Corporation has not consummated an Initial Public
Offering prior to such registration:

                  (i) first, the Primary Shares;

                  (ii) second, the Registrable Shares requested by the Investors
      to be included in such registration (or, if necessary, such Registrable
      Shares pro rata among the holders thereof based upon the number of
      Registrable Shares requested to be registered by each such holder); and

                  (iii) third, the Other Shares proposed to be included in such
      registration.

            (b) if the Corporation has consummated an Initial Public Offering
prior to such registration:

                  (i) first, the Primary Shares;

                  (ii) second, the Registrable Shares requested by the Investors
      to be included in such registration (or, if necessary, such Registrable
      Shares pro rata among the holders thereof based upon the number of
      Registrable Shares requested to be registered by each such holder);
      provided, however, that in no event shall the Registrable Shares requested
      by the Investors to be included in such registration pursuant to this
      Section 3(b) comprise less than 30% of the aggregate number of shares in
      such registration because of the application of this Section 3(b)(ii); and

                  (iii) third, the Other Shares held by the parties demanding
      such registration.

            (c) The number of requests permitted by the Investors pursuant to
this Section 3 shall be unlimited.

            Section 4. Registrations on Form S-3.

            (a) Anything contained in Section 2 to the contrary notwithstanding,
at such time as the Corporation shall have qualified for the use of Form S-3
promulgated under the Securities Act or any successor form thereto, the holders
of Registrable Shares then outstanding shall have the right to request in
writing that the Corporation effect the registration of Registrable

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                        8


Shares on Form S-3 or such successor form, which request or requests shall (i)
specify the number of Registrable Shares intended to be sold or disposed of and
the holders thereof and (ii) state the intended method of disposition of such
Registrable Shares. A requested registration on Form S-3 or any such successor
form in compliance with this Section 4 shall not count as a registration
statement initiated pursuant to Section 2 but shall otherwise be treated as a
registration initiated pursuant to, and shall, except as otherwise expressly
provided in this Section 4, be subject to Section 2, including, without
limitation, Section 2(a).

            (b) The number of requests permitted pursuant to this Section 4
shall be limited to one (1) per year and any such request must be for a number
of Registrable Shares with an aggregate market value (at the time of such
request) of not less than $5,000,000.

            Section 5. Holdback Agreement.

            (a) In connection with the Initial Public Offering, the Investors
shall not sell publicly, make any short sale of, grant any option for the
purchase of, or otherwise dispose publicly of, any Registrable Shares (other
than those shares of Common Stock included in such registration pursuant to
Sections 2, 3 or 4 hereof) without the prior written consent of the Corporation,
for a period as shall be determined by the relevant managing underwriters, which
period shall begin not more than 10 days prior to the effectiveness of the
registration statement pursuant to which such Initial Public Offering shall be
made and shall not last more than 180 days after the effective date of such
registration statement. The Corporation shall obtain the agreement of any Person
permitted to sell shares of stock in a registration to be bound by and to comply
with this Section 5 as if such Person were an Investor hereunder; provided,
however, that all Persons entitled to registration rights with respect to shares
of Common Stock who are not parties to this Agreement, all other Persons selling
shares of Common Stock in such offering, all Persons holding in excess of 5% of
the capital stock of the Corporation on a fully diluted basis and all executive
officers and directors of the Corporation shall also have agreed not to sell
publicly their Common Stock under the circumstances and pursuant to the terms
set forth in this Section 5 and remain so bound; provided further, however, that
any discretionary release, waiver or termination of the provisions set forth in
this Agreement or in any like agreement with any of the foregoing Persons
containing similar provisions by the Corporation or the managing underwriter
shall apply to all Persons or entities subject to such provisions (including the
Investors) pro rata based on the number of shares held.

            (b) The Corporation may impose stop-transfer instructions with
respect to the Registrable Shares of each Investor (and the securities of every
other Person subject to the restriction set forth in paragraph (a)) until the
end of such period.

            Section 6. Preparation and Filing.

            If and whenever the Corporation is under an obligation pursuant to
the provisions of this Agreement to use its best efforts to effect the
registration of any Registrable Shares, the Corporation shall, as expeditiously
as practicable:

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Registration Rights Agreement

                                        9


            (a) use its best efforts to cause a registration statement that
registers such Registrable Shares to become and remain effective for a period of
not less than 180 days or until all of such Registrable Shares have been
disposed of (if earlier);

            (b) furnish, at least five business days or as soon as reasonably
practicable before filing a registration statement that registers such
Registrable Shares, a prospectus relating thereto or any amendments or
supplements relating to such a registration statement or prospectus, to one law
firm selected by the Investors ("Counsel"), copies of all such documents
proposed to be filed (it being understood that such advance delivery requirement
shall not apply to successive drafts of the same document proposed to be filed
so long as such successive drafts are supplied to Counsel in advance of the
proposed filing by a period of time that is customary and reasonable under the
circumstances);

            (c) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
at least a period of 180 days or until all of such Registrable Shares have been
disposed of (if earlier) and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of such Registrable Shares;

            (d) promptly notify Counsel in writing (i) of the receipt by the
Corporation of any notification with respect to any comments by the Commission
with respect to such registration statement or prospectus or any amendment or
supplement thereto or any request by the Commission for the amending or
supplementing thereof or for additional information with respect thereto, (ii)
of the receipt by the Corporation of any notification with respect to the
issuance by the Commission of any stop order suspending the effectiveness of
such registration statement or prospectus or any amendment or supplement thereto
or the initiation or threatening of any proceeding for that purpose and (iii) of
the receipt by the Corporation of any notification with respect to the
suspension of the qualification of such Registrable Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purposes;

            (e) use its best efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such jurisdictions as the
holders of the Registrable Shares reasonably request and do any and all other
acts and things which may be reasonably necessary or advisable to enable such
holders to consummate the disposition in such jurisdictions of such holders'
Registrable Shares; provided, however, that the Corporation will not be required
to qualify generally to do business, subject itself to general taxation or
consent to general service of process in any jurisdiction where it would not
otherwise be required to do so but for this Section 6(e) or to provide any
material undertaking or make any changes in its by-laws or amended and restated
certificate of incorporation which the Board determines to be contrary to the
best interests of the Corporation or to modify any of its contractual
relationships then existing;

            (f) furnish to the holders of such Registrable Shares such number of
copies of a summary prospectus, if any, or other prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as such

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       10


holders may reasonably request in order to facilitate the public sale or other
disposition of such Registrable Shares;

            (g) without limiting Section 6(e) above, use its best efforts to
cause such Registrable Shares to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Corporation to enable the holders of such
Registrable Shares to consummate the disposition of such Registrable Shares;

            (h) notify the holders of such Registrable Shares on a timely basis
at any time when a prospectus relating to such Registrable Shares is required to
be delivered under the Securities Act within the appropriate period mentioned in
Section 6(a) hereof, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing and, at the request of
such holders, prepare and furnish to such holders a reasonable number of copies
of a supplement to or an amendment of such prospectus as may be necessary so
that, as thereafter delivered to the offerees of such shares, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;

            (i) subject to the execution of confidentiality agreements in form
and substance satisfactory to the Corporation, make available upon reasonable
notice and during normal business hours, for inspection by the holders of such
Registrable Shares, any underwriter participating in any disposition pursuant to
such registration statement and any attorney, accountant or other agent retained
by the Investors or underwriter (collectively, the "Inspectors"), all pertinent
financial and other records, pertinent corporate documents and properties of the
Corporation (collectively, the "Records"), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Corporation's officers, directors and employees to supply all information
(together with the Records, the "Information") reasonably requested by any such
Inspector in connection with such registration statement. Any of the Information
which the Corporation determines in good faith to be confidential, and of which
determination the Inspectors are so notified, shall not be disclosed by the
Inspectors unless (i) the disclosure of such Information is necessary to avoid
or correct a misstatement or omission in the registration statement, (ii) the
release of such Information is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction or (iii) such Information has been made
generally available to the public; the Investors agree that they will, upon
learning that disclosure of such Information is compelled by applicable Laws,
give prior notice to the Corporation and allow the Corporation, at the
Corporation's expense, to undertake appropriate action to prevent disclosure of
the Information deemed confidential;

            (j) use its best efforts to obtain from its independent certified
public accountants "cold comfort" letters in customary form and at customary
times and covering matters of the type customarily covered by cold comfort
letters;

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       11


            (k) use its best efforts to obtain from its counsel an opinion or
opinions in customary form;

            (l) provide a transfer agent and registrar (which may be the same
entity and which may be the Corporation) for such Registrable Shares;

            (m) issue to any underwriter to which the holders of such
Registrable Shares may sell shares in such offering certificates evidencing such
Registrable Shares;

            (n) list such Registrable Shares on any national securities exchange
on which any shares of the Common Stock are listed or, if the Common Stock is
not listed on a national securities exchange, use its best efforts to qualify
such Registrable Shares for listing on the Nasdaq National Market, or such other
national securities exchange as the holders of a majority of such Registrable
Shares shall reasonably request;

            (o) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission and make available to its
securityholders, as soon as reasonably practicable, earnings statements (which
need not be audited) covering a period of 12 months beginning within three
months after the effective date of the registration statement, which earnings
statements shall satisfy the provisions of Section 11(a) of the Securities Act;
and

            (p) subject to all the other provisions of this Agreement, use its
best efforts to take all other steps necessary to effect the registration of
such Registrable Shares contemplated hereby.

            Each holder of the Registrable Shares upon receipt of any written
notice from the Corporation of any event of the kind described in Section 6(h)
hereof, shall forthwith discontinue disposition of the Registrable Shares
pursuant to the registration statement covering such Registrable Shares until
such holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 6(h) hereof, and, if so directed by the Corporation,
such holder shall deliver to the Corporation all copies, other than permanent
file copies then in such holder's possession, of the prospectus covering such
Registrable Shares at the time of receipt of such notice.

            Section 7. Expenses.

            All expenses (other than underwriting discounts and commissions
relating to the Registrable Shares, as provided in the last sentence of this
Section 7) incurred by the Corporation in complying with Section 6, including,
without limitation, all registration and filing fees (including all expenses
incident to filing with the National Association of Securities Dealers, Inc.),
fees and expenses of complying with securities and blue sky laws, printing
expenses, fees and expenses of the Corporation's counsel and accountants and
reasonable fees and expenses of Counsel shall be paid by the Corporation;
provided, however, that all underwriting discounts and selling commissions
applicable to the Registrable Shares and the Other Shares shall be borne by the
holders selling such Registrable Shares and Other Shares, in proportion to the
number of Registrable Shares and Other Shares sold by each such holder.

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Registration Rights Agreement

                                       12


            Section 8. Indemnification.

            (a) In connection with any registration of any Registrable Shares
under the Securities Act pursuant to this Agreement, the Corporation shall
indemnify and hold harmless the holders of Registrable Shares, each underwriter,
broker and any other Person acting on behalf of the holders of Registrable
Shares and each other Person, if any, who controls any of the foregoing Persons
within the meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several (or actions in respect thereof), to which any of
the foregoing Persons may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or allegedly untrue
statement of a material fact contained in the registration statement under which
such Registrable Shares were registered under the Securities Act, any
preliminary prospectus or final prospectus contained therein or otherwise filed
with the Commission, any amendment or supplement thereto or any document
incident to registration or qualification of any Registrable Shares, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading or, with respect to any prospectus, necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, or any violation by the Corporation of the Securities Act or state
securities or blue sky laws applicable to the Corporation and relating to action
or inaction required of the Corporation in connection with such registration or
qualification under such state securities or blue sky laws; and shall reimburse
the holders of Registrable Shares, such underwriter, such broker and such other
Person acting on behalf of the holders of Registrable Shares and each such
controlling Person for any legal or other expenses reasonably incurred by any of
them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Corporation shall not be liable
to any Person in any such case to the extent that any such loss, claim, damage,
liability or action (including any legal or other expenses incurred) arises out
of or is based upon an untrue statement or allegedly untrue statement or
omission or alleged omission made in said registration statement, preliminary
prospectus, final prospectus, amendment, supplement or document incident to
registration or qualification of any Registrable Shares in reliance upon and in
conformity with written information furnished to the Corporation through an
instrument duly executed by such Person or their counsel or underwriter
specifically for use in the preparation thereof; provided further, however, that
the foregoing indemnity agreement is subject to the condition that, insofar as
it relates to any untrue statement, allegedly untrue statement, omission or
alleged omission made in any preliminary prospectus but eliminated or remedied
in the final prospectus (filed pursuant to Rule 424 of the Securities Act), such
indemnity agreement shall not inure to the benefit of any Investor, holder,
underwriter, broker or other Person acting on behalf of holders of the
Registrable Shares from whom the Person asserting any loss, claim, damage,
liability or expense purchased the Registrable Shares which are the subject
thereof, if a copy of such final prospectus had been made available to such
Person and such Investor, holder, underwriter, broker or other Person acting on
behalf of holders of the Registrable Shares and such final prospectus was not
delivered to such Person with or prior to the written confirmation of the sale
of such Registrable Shares to such Person and the legal effect of delivery of
such final prospectus would have been to eliminate the liability otherwise
suffered or incurred by the Person asserting such loss, claim, damage, liability
or expense.

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Registration Rights Agreement

                                       13


            (b) In connection with any registration of Registrable Shares under
the Securities Act pursuant to this Agreement, each holder of Registrable Shares
shall severally and not jointly indemnify and hold harmless (in the same manner
and to the same extent as set forth in the preceding paragraph of this Section
8) the Corporation, each director of the Corporation, each officer of the
Corporation who shall sign such registration statement, each underwriter, broker
or other Person acting on behalf of the holders of Registrable Shares and each
Person who controls any of the foregoing Persons within the meaning of the
Securities Act with respect to any statement or omission from such registration
statement, any preliminary prospectus or final prospectus contained therein or
otherwise filed with the Commission, any amendment or supplement thereto or any
document incident to registration or qualification of any Registrable Shares if
such statement or omission was made in reliance upon and in conformity with
written information furnished by such holder to the Corporation or such
underwriter specifically for use in connection with the preparation of such
registration statement, preliminary prospectus, final prospectus, amendment,
supplement or document; provided, however, that the maximum amount of liability
in respect of such indemnification shall be limited, in the case of each seller
of Registrable Shares, to an amount equal to the net proceeds actually received
by such Seller from the sale of Registrable Shares effected pursuant to such
registration.

            (c) Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in the preceding
paragraphs of this Section 8, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the commencement of such action. The failure of any indemnified party to
notify an indemnifying party of any such action shall not (unless such failure
shall have a material adverse effect on the indemnifying party) relieve the
indemnifying party from any liability in respect of such action that it may have
to such indemnified party on account of this Section 8. In case any such action
is brought against an indemnified party, the indemnifying party will be entitled
to participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be responsible for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof; provided, however, that if separate legal
counsel is reasonably required due to conflicts relating to one or more material
legal or equitable defenses available to such indemnified party which are
additional to or conflict with those available to the indemnifying party, or
that such claim or litigation involves or could have an effect upon matters
beyond the scope of the indemnity agreement provided in this Section 8, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party (but shall have the right to participate
therein with counsel of its choice) and such indemnifying party shall reimburse
such indemnified party and any Person controlling such indemnified party for
that portion of the fees and expenses of any counsel retained by the indemnified
party which is reasonably related to the matters covered by the indemnity
agreement provided in this Section 8. If the indemnifying party is not entitled
to, or elects not to, assume the defense of a claim, it will not be obligated to
pay the fees and expenses of more than one counsel with respect to such claim.

            (d) If the indemnification provided for in this Section 8 is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim,

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Registration Rights Agreement

                                       14


damage, liability or action referred to herein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the
amounts paid or payable by such indemnified party as a result of such loss,
claim, damage, liability or action in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions
which resulted in such loss, claim, damage, liability or action as well as any
other relevant equitable considerations. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The parties agree that it
would not be just and equitable if contribution pursuant hereto were determined
by pro rata allocation or by any other method or allocation which does not take
account of the equitable considerations referred to herein. No Person guilty of
fraudulent misrepresentation shall be entitled to contribution from any Person.

            Section 9. Underwriting Agreement.

            Notwithstanding the provisions of Sections 5, 6, 7 and 8, to the
extent that the Investors or the Corporation shall enter into an underwriting or
similar agreement, which agreement contains provisions covering one or more
issues addressed in such sections, the provisions contained in such agreement
addressing such issue or issues shall control; provided, however, that any such
agreement to which the Corporation is not a party shall not be binding upon the
Corporation and any such agreement to which one or more of the Investors is not
a party shall not be binding upon such Investor or Investors. No holder may
participate in any underwritten registration hereunder unless such holder (a)
agrees to sell such holder's securities on the basis provided in any
underwriting arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably and customarily required under the terms of such underwriting
arrangements.

            Section 10. Information.

            Each Investor shall furnish to the Corporation such written
information regarding such Person and the distribution proposed by such Person
as the Corporation may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Agreement.

            Section 11. Exchange Act Compliance.

            From the Registration Date or such earlier date as a registration
statement filed by the Corporation pursuant to the Exchange Act relating to any
class of the Corporation's securities shall have become effective, the
Corporation shall comply with all of the reporting requirements of the Exchange
Act applicable to it (whether or not it shall be required to do so, but
specifically excluding Section 14 of the Exchange Act if not then applicable to
the Corporation) and shall comply with all other public information reporting
requirements of the Commission which are conditions to the availability of Rule
144 for the sale of the Common Stock. The Corporation shall cooperate with the
Investors in supplying such information as any Investor may reasonably

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       15


request to complete and file any information reporting forms presently or
hereafter required by the Commission as a condition to the availability of Rule
144.

            Section 12. No Conflict of Rights.

            The Corporation shall not, after the date hereof, grant any
registration rights which conflict with or impair the registration rights
granted hereby.

            Section 13. Termination.

            This Agreement shall terminate and be of no further force or effect
when there shall no longer be any Registrable Shares outstanding.

            Section 14. Successors and Assigns.

            This Agreement shall bind and inure to the benefit of the
Corporation and the Investors and, subject to Section 15, the respective
successors and assigns of the Corporation and the Investors.

            Section 15. Assignment.

            Each Investor may assign its rights hereunder (i) to any purchaser
or transferee of not less than twenty-five (25%) percent of such Investor's
Registrable Shares or (ii) to any Affiliate or other Group member (as such term
is defined in the Stockholders' Agreement); provided, however, that, in each
case, such purchaser, transferee, Affiliate or other Group member shall, as a
condition to the effectiveness of such assignment, be required to execute a
counterpart to this Agreement agreeing to be treated as a Investor whereupon
such purchaser, transferee or Affiliate shall have the benefits of, and shall be
subject to the restrictions contained in, this Agreement as if such purchaser,
transferee or Affiliate was originally included in the definition of an
Investor, herein and had originally been a party hereto.

            Section 16. Entire Agreement; Termination of Previous Registration
Rights Agreements.

            This Agreement and the other writings referred to herein or
delivered pursuant hereto, contain the entire agreement among the Investors and
the Corporation with respect to the subject matter hereof and supersede all
prior and contemporaneous arrangements or understandings with respect thereto
including, without limitation, the prior Registration Rights Agreement.

            Section 17. Notices.

            All notices, requests, consents and other communications hereunder
to any party shall be deemed to be sufficient if contained in a written
instrument delivered in person or sent by telecopy, nationally-recognized
overnight courier or first class registered or certified mail, return receipt
requested, postage prepaid, addressed to such party at the address set forth in
Schedule I attached hereto or such other address as may hereafter be designated
in writing by such party to the other parties.

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       16


            All such notices, requests, consents and other communications shall
be deemed to have been delivered (a) in the case of personal delivery or
delivery by telecopy, on the date of such delivery, (b) in the case of dispatch
by nationally-recognized overnight courier, on the next business day following
such dispatch and (c) in the case of mailing, on the third business day after
the posting thereof.

            Section 18. Modifications; Amendments; Waivers.

            Neither this Agreement nor any provisions hereof can be modified,
changed, discharged, waived or terminated, except by an instrument in writing
signed by the Corporation and the Requisite Designated Preferred Stockholders as
defined in the Certificate; provided, that any such modification, change,
discharge, waiver or termination shall also require the written consent of any
particular party hereto to the extent, and only to the extent, that any such
modification, change, discharge, waiver or termination materially adversely
affects the rights, privileges, duties or obligations of such party hereunder as
compared to those of the other parties hereto. No waiver by any party of any
default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

            Section 19. Counterparts; Facsimile Signatures.

            This Agreement may be executed in any number of counterparts, and
each such counterpart hereof shall be deemed to be an original instrument, but
all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable at the Closing (as
defined in the CMSI Stock Purchase Agreement) if the originally executed
counterpart is delivered within a reasonable period thereafter.

            Section 20. Headings.

            The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.

            Section 21. Governing Law.

            This Agreement shall be governed by and construed in accordance with
the Laws of the State of New York applicable to contracts made and to be
performed wholly therein.

                                    * * * * *

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       17


            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first written above.

                                           "CORPORATION"

                                           DEALERTRACK HOLDINGS, INC.

                                           By: _________________________________
                                               Name:
                                               Title:


Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       S-1


                                           "INVESTORS"

                                           ACF INVESTMENT CORP.

                                           By: _________________________________
                                               Name:
                                               Title:



Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       S-2


                                           AUTOMOTIVE LEASE GUIDE (ALG), LLC

                                           By: _________________________________
                                               Name:
                                               Title:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       S-3


                                           J.P. MORGAN PARTNERS (23A SBIC), LLC

                                           By: J.P. Morgan Partners (23A SBIC
                                               Manager), Inc., its Managing
                                               Member

                                           By: _________________________________
                                               Name:
                                               Title:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       S-4


                                           WELLS FARGO SMALL BUSINESS

                                           INVESTMENT COMPANY, INC.

                                           By: _________________________________
                                               Name:
                                               Title:

                                           By: _________________________________
                                               Name:
                                               Title:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       S-5


                                           CAPITAL ONE AUTO FINANCE, INC.

                                           By: _________________________________
                                               Name:
                                               Title:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       S-6


                                           WELLS FARGO FINANCIAL, INC.

                                           By: _________________________________
                                               Name:
                                               Title:


Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       S-7


                                           WFS WEB INVESTMENTS

                                           By: _________________________________
                                               Name:
                                               Title:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       S-8


                                           GRP II, L.P., a Delaware limited
                                           partnership

                                           By: GRPVC, L.P., its General Partner

                                           By: GRP Management Services Corp., a
                                               Delaware corporation, its General
                                               Partner

                                           By: _________________________________
                                               Name:
                                               Title:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                       S-9


                                           GRP II PARTNERS, L.P., a Delaware
                                             limited partnership

                                           By: GRPVC, L.P., its General Partner

                                           By: GRP Management Services Corp., a
                                               Delaware corporation, its General
                                               Partner

                                           By: _________________________________
                                               Name:
                                               Title:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                      S-10


                                           GRP II INVESTORS, L.P., a Delaware
                                               limited partnership

                                           By: Merchant Capital, Inc., its
                                               General Partner

                                           By: _________________________________
                                               Name:
                                               Title:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                      S-11


                                           FIRST AMERICAN CREDIT MANAGEMENT
                                           SOLUTIONS, INC. a Delaware
                                           corporation

                                           By: _________________________________
                                               Name:
                                               Title:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                      S-12


                                           ADP, INC.
                                                  a Delaware corporation

                                           By: _________________________________
                                               Name:
                                               Title:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                      S-13


                                           _____________________________________
                                           Mary Cirillo-Goldberg

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                      S-14


                                           _____________________________________
                                           Janet Clarke

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                      S-15


                                           _____________________________________
                                           Mark F. O'Neil

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                      S-16


                                           _____________________________________
                                           Robert Cox

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                      S-17


                                   SCHEDULE I

SERIES A INVESTORS

J.P. MORGAN PARTNERS (23A SBIC), LLC

c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas
New York, NY 10020-1080
Telephone: (212) 899-3400
Facsimile: (212) 899-3401
Attention: Mr. Stephen P. Murray

with copies to:

J.P. Morgan Partners
c/o J.P. Morgan Partners, LLC
Official Notices Clerk
1221 Avenue of the Americas
New York, NY 10020-1080
Telephone: (212) 899-3400
Facsimile: (212) 899-3401;

J.P. Morgan Partners
c/o J.P. Partners, LLC
1221 Avenue of the Americas
New York, NY 10020-1080
Telephone: (212) 899-3388
Facsimile: (212) 899-3401
Attention: Mr. Carty Y.K. Chock

and

Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Telephone: (212) 969-3000
Facsimile: (212) 969-2900
Attention: Adam J. Kansler, Esq.

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                     Sch.I-1


SERIES A-1 INVESTORS

AUTOMOTIVE LEASE GUIDE (ALG), LLC

115 So. La Cumbre Lane
Santa Barbara, CA 93105
Telephone: (805) 563-0777
Facsimile: (805) 898-3733
Attention: Raj Sundaram, President

with a copy to:

Seed Mackall LLP
1332 Anacapa Street, Suite 200
Santa Barbara, CA  93101
Telephone: (805) 963-0669
Facsimile: (805) 435-1498
Attention: Thomas N. Harding, Esq.

SERIES A-2 INVESTORS

First American Credit Management Solutions, Inc.
c/o First American CREDCO
12395 First American Way
Poway, CA 92064
Telephone: (619) 938-7005
Facsimile: (619) 938-7020
Attention: Anand Nallathambi

with a copy to:

The First American Corporation
1 First American Way
Santa Ana, CA 92707
Attention: Parker S. Kennedy
Attention: Kenneth DeGiorgio
Facsimile: (714) 800-3325

ADP, Inc.
ADP Dealer Services
1950 Hassell Road
Hoffman Estates, Illinois 60195
Attention:  President
Facsimile: (847) 781-9873

with a copy (which shall not constitute notice) to:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                     Sch.I-2


Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068-1728
Attention: General Counsel
Facsimile: (973) 535-6199

SERIES B INVESTORS

Wells Fargo Small Business Investment Company, Inc.
420 Montgomery Street
San Francisco, CA 94104
Telephone: (415) 222 - 2400
Facsimile: (415) 646-9057
Attention: Mr. Elliot Lowen

with a copy to:

Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, CA
Telephone: (415) 983-1823
Facsimile: (415) 893-1200
Attention: Thomas Klaus Gump, Esq.

ACF Investment Corp.
c/o AmeriCredit Corp.
801 Cherry Street, Suite 3900
Fort Worth, TX 76102
Telephone: (817) 302-7020
Telecopy: (817) 302-7170
Attention:  Mr. Michael T. Miller

with a copy to:

Chris Choate, Esq.
c/o AmeriCredit Corp.
801 Cherry Street, Suite 3900
Fort Worth, TX 76102
Telephone: (817) 302-7082
Facsimile: (817) 302-7915

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                     Sch.I-3


SERIES B-1 INVESTORS

J.P. MORGAN PARTNERS (23A SBIC), LLC

c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas
New York, NY 10020-1080
Telephone: (212) 899-3400
Facsimile: (212) 899-3401
Attention: Mr. Stephen P. Murray

J.P. Morgan Partners
c/o J.P. Morgan Partners, LLC
Official Notices Clerk
1221 Avenue of the Americas
New York, NY 10020-1080
Telephone: (212) 899-3400
Facsimile: (212) 899-3401

J.P. Morgan Partners
c/o J.P. Partners, LLC
1221 Avenue of the Americas
New York, NY 10020-1080
Telephone: (212) 899-3388
Facsimile: (212) 899-3401
Attention: Mr. Carty Y.K. Chock

with copies to:

J.P. Morgan Partners
c/o J.P. Morgan Partners, LLC
Official Notices Clerk
1221 Avenue of the Americas
New York, NY 10020-1080
Telephone: (212) 899-3400
Facsimile: (212) 899-3401;

and

Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Facsimile: (212) 969-2900
Attention: Adam J. Kansler, Esq.

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                     Sch.I-4


SERIES C INVESTORS

ACF INVESTMENT CORP.

c/o AmeriCredit Corp.
801 Cherry Street, Suite 3900
Fort Worth, TX 76102
Telephone: (817) 302-7020
Telecopy: (817) 302-7170
Attention: Mr. Michael T. Miller

with a copy to:

Chris Choate, Esq.
c/o AmeriCredit Corp.
801 Cherry Street, Suite 3900
Fort Worth, TX 76102
Telephone: (817) 302-7082
Facsimile: (817) 302-7915

AUTOMOTIVE LEASE GUIDE (ALG), LLC

115 So. La Cumbre Lane
Santa Barbara, CA 93105
Telephone: (805) 563-0777
Facsimile: (805) 898-3733
Attention: Raj Sundaram, President

with a copy to:

Seed Mackall LLP
1332 Anacapa Street, Suite 200
Santa Barbara, CA  93101
Telephone: (805) 963-0669
Facsimile: (805) 435-1498
Attention: Thomas N. Harding, Esq.

J.P. MORGAN PARTNERS (23A SBIC), LLC

c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas
New York, NY 10020-1080
Telephone: (212) 899-3400
Facsimile: (212) 899-3401
Attention: Mr. Stephen P. Murray

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                     Sch.I-5


with copies to:

J.P. Morgan Partners
c/o J.P. Morgan Partners, LLC
Official Notices Clerk
1221 Avenue of the Americas
New York, NY 10020-1080
Telephone: (212) 899-3400
Facsimile: (212) 899-3401;

J.P. Morgan Partners
c/o J.P. Partners, LLC
1221 Avenue of the Americas
New York, NY 10020-1080
Telephone: (212) 899-3388
Facsimile: (212) 899-3401
Attention: Mr. Carty Y.K. Chock

with a copy to:

Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Telephone: (212) 969-3000
Facsimile: (212) 969-2900
Attention: Adam J. Kansler, Esq.

CAPITAL ONE AUTO FINANCE, INC.

Capital One Auto Finance, Inc.
c/o Capital One Services, Inc.
8000 Jones Branch Drive
19055-0300
McLean, VA 22102
Attention: Shahin Rezai, Esq.

with a copy to:

LeClair Ryan, A Professional Corporation
707 East Main Street, 11th Floor
Richmond, Vg. 23219
Attn: Gary D. LeClair, Esq.

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                     Sch.I-6


WELLS FARGO FINANCIAL, INC.

206 8th Street
Des Moines, IA 50309
Attention: Alex Turner

with a copy to:

Wells Fargo Financial, Inc.
206 8th Street
Des Moines, IA 50309
Attention: Steve Wagner, Esq.

WFS WEB INVESTMENTS

23 Pasteur
Irvine, CA 92618
Telephone: (949) 727-1629
Facsimile: (949) 727-1644
Attention: Tom Wolfe, President

with a copy to:

WFS Web Investments
23 Pasteur
Irvine, CA 92618
Facsimile: (949) 753-3085
Telephone: (949) 727-1044
Attention: Guy DuBose, Esq.
General Counsel

SERIES C-1 INVESTORS

GRP II, L.P.
2121 Avenue of the Stars, Suite 1630
Los Angeles, CA 90067
Telephone: (310) 785-5100
Facsimile: (310) 785-5111
Attention: Steven Dietz

GRP II Partners, L.P.
2121 Avenue of the Stars, Suite 1630
Los Angeles, CA 90067
Telephone: (310) 785-5100
Facsimile: (310) 785-5111
Attention: Steven Dietz

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                    Sch.I-7


GRP II Investors, L.P.
11 Madison Avenue, 13th Floor
New York, NY 10010
Telephone: (212) 538-3818
Facsimile: (212) 538-5978
Attention: Ruchi Khurana

GRP II Investors, L.P.
11 Madison Avenue, 13th Floor
New York, NY 10010
Telephone: (212) 538-3818
Facsimile: (212) 538-5978
Attention: Seane Lammers

with a copy to:

Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, CA 90071
Telephone: (213) 891-8116
Facsimile: (213) 891-8763
Attention: Thomas C. Sadler

SERIES C-2 INVESTORS

Mary Cirillo-Goldberg
c/o Hudson Venture Partners
660 Madison Avenue
14th Floor
New York, NY 10021

Janet Clarke


Mark F. O'Neil


Robert Cox


Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                     Sch.I-8


SERIES C-3 INVESTORS

First American Credit Management Solutions, Inc.
c/o First American CREDCO
12395 First American Way
Poway, CA 92064
Telephone: (619) 938-7005
Facsimile: (619) 938-7020
Attention: Anand Nallathambi

with a copy to:

The First American Corporation
1 First American Way
Santa Ana, CA 92707
Attention: Parker S. Kennedy
Attention: Kenneth DeGiorgio
Facsimile: (714) 800-3325

ADP, Inc.
ADP Dealer Services
1950 Hassell Road
Hoffman Estates, Illinois 60195
Attention: President
Facsimile: (847) 781-9873

with a copy (which shall not constitute notice) to:

Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068-1728
Attention: General Counsel
Facsimile: (973) 535-6199

THE CORPORATION

DealerTrack Holdings, Inc.
105 Maxess Road
Melville, NY  11747
Telephone: (631) 486-1601
Facsimile: (631) 486-1602
Attention: Mark F. O'Neil, President and CEO

with a copy to:

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                     Sch.I-9


O'Melveny & Myers LLP
Citigroup Center
153 East 53rd Street
New York, NY  10022-4611
Telephone: (212) 326-2000
Facsimile: (212) 326-2061
Attention: Charles F. Niemeth, Esq.

Fourth Amended and Restated                                            EXECUTION
Registration Rights Agreement

                                     Sch.I-10

EX-5.1

                                                                     EXHIBIT 5.1


                                         53rd at Third
                                         885 Third Avenue
                                         New York, New York 10022-4834
                                         Tel: (212) 906-1200 Fax: (212) 751-4864
                                         www.lw.com

      LATHAM & WATKINS LLP
                                         FIRM / AFFILIATE OFFICES
                                         Boston        New York
                                         Brussels      Northern Virginia
                                         Chicago       Orange County
      JULY 27, 2005                      Frankfurt     Paris
                                         Hamburg       San Diego
                                         Hong Kong     San Francisco
                                         London        Shanghai
                                         Los Angeles   Silicon Valley
                                         Milan         Singapore
                                         Moscow        Tokyo
      DealerTrack Holdings, Inc.         New Jersey    Washington, D.C.
      1111 Marcus Avenue
      Suite M04                          File No.: 039481-0002
      Lake Success, New York 11042

            Re: Registration Statement No. 333-           ;
                              shares of Common Stock, $0.01 par value per share

      Ladies and Gentlemen:

            We have acted as special counsel to DealerTrack Holdings, Inc., a
      Delaware corporation (the "Company"), in connection with the proposed
      issuance of         shares of common stock, $0.01 par value per share (the
      "Shares"), pursuant to a registration statement on Form S-1 under the
      Securities Act of 1933, as amended (the "Act"), filed with the Securities
      and Exchange Commission (the "Commission") on July 27, 2005 (File No. 333-
      ) (the "Registration Statement") and a prospectus contained therein, dated
      , 2005, filed with the Commission pursuant to Rule 424(b) under the Act
      (the "Prospectus"). This opinion is being furnished in accordance with the
      requirements of Item 601(b)(5) of Regulation S-K under the Act, and no
      opinion is expressed herein as to any matter pertaining to the contents of
      the Registration Statement or the Prospectus, other than as to the
      validity of the Shares.

            As such counsel, we have examined such matters of fact and questions
      of law as we have considered appropriate for purposes of this letter. With
      your consent, we have relied upon the foregoing and upon certificates and
      other assurances of officers of the Company and others as to factual
      matters without having independently verified such factual matters.

            We are opining herein only as to the General Corporation Law of the
      State of Delaware, and we express no opinion with respect to the
      applicability thereto, or the effect thereon, of any other laws.

            Subject to the foregoing, it is our opinion that, as of the date
      hereof, when certificates representing the Shares in the form of the
      specimen certificate filed as an exhibit to the Registration Statement
      have been manually signed by an authorized officer of the transfer agent
      and registrar therefor, and have been delivered to and paid for by the
      underwriters in the circumstances contemplated by the form of underwriting
      agreement filed as an exhibit to the Registration Statement, the issuance
      and sale of the Shares will have been duly authorized by all



      July 27, 2005
      Page 2



      LATHAM & WATKINS LLP

      necessary corporate action of the Company, and the Shares will be validly
      issued, fully paid and nonassessable.

            This opinion is for your benefit in connection with the Registration
      Statement and may be relied upon by you and by persons entitled to rely
      upon it pursuant to the applicable provisions of federal securities laws.
      We consent to your filing this opinion as an exhibit to the Registration
      Statement and to the reference to our firm in the Prospectus under the
      heading "Legal Matters." In giving such consent, we do not thereby admit
      that we are in the category of persons whose consent is required under
      Section 7 of the Act or the rules and regulations of the Commission
      thereunder.

                                                Very truly yours,

                                                /s/ Latham & Watkins LLP

EX-10.1

                                                                    EXHIBIT 10.1

================================================================================

                                CREDIT AGREEMENT

                                   dated as of

                                 April 15, 2005

                                      among

                                DEALERTRACK, INC.

                           DEALERTRACK HOLDINGS, INC.

                            THE LENDERS PARTY HERETO

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                   as Administrative Agent and LC Issuing Bank

                           ---------------------------

                          LEHMAN COMMERCIAL PAPER INC.,
                                Syndication Agent

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               Documentation Agent

                           ---------------------------

                          J.P. MORGAN SECURITIES INC.,
                              LEHMAN BROTHERS INC.
                                       and
                            WACHOVIA SECURITIES INC.,
                                  as Arrangers

                           J.P. MORGAN SECURITIES INC.
                                       and
                              LEHMAN BROTHERS INC.,
                              as Joint Bookrunners

================================================================================



                                TABLE OF CONTENTS



                                                                                    PAGE
                                                                                    ----
                                                                                 
                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  Defined Terms....................................................      1
Section 1.02.  Classification of Loans and Borrowings...........................     24
Section 1.03.  Terms Generally..................................................     24
Section 1.04.  Accounting Terms; Changes in GAAP................................     24

                                    ARTICLE 2
                                   THE CREDITS

Section 2.01.  Revolving and Term Commitments...................................     25
Section 2.02.  Revolving and Term Loans.........................................     25
Section 2.03.  Requests to Borrow Revolving or Term Loans.......................     26
Section 2.04.  Letters of Credit................................................     27
Section 2.05.  Funding of Revolving and Term Loans..............................     32
Section 2.06.  Interest Elections...............................................     33
Section 2.07.  Termination or Reduction of Commitments..........................     34
Section 2.08.  Payment at Maturity; Evidence of Debt............................     35
Section 2.09.  Scheduled Amortization of Term Loans.............................     36
Section 2.10.  Optional and Mandatory Prepayments...............................     37
Section 2.11.  Fees.............................................................     38
Section 2.12.  Interest.........................................................     40
Section 2.13.  Alternate Rate of Interest.......................................     40
Section 2.14.  Increased Costs..................................................     41
Section 2.15.  Break Funding Payments...........................................     42
Section 2.16.  Taxes............................................................     43
Section 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs......     45
Section 2.18.  Lender's Obligation to Mitigate; Replacement of Lenders..........     47

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

Section 3.01.  Organization; Powers.............................................     47
Section 3.02.  Authorization; Enforceability....................................     48
Section 3.03.  Governmental Approvals; No Conflicts.............................     48
Section 3.04.  Financial Statements; No Material Adverse Change.................     48
Section 3.05.  Properties.......................................................     49
Section 3.06.  Litigation and Environmental Matters.............................     49
Section 3.07.  Compliance with Laws and Agreements..............................     50
Section 3.08.  Investment and Holding Company Status............................     50




                                                                                  
Section 3.09.  Taxes............................................................     50
Section 3.10.  ERISA............................................................     50
Section 3.11.  Disclosure.......................................................     51
Section 3.12.  Subsidiaries.....................................................     51
Section 3.13.  Insurance........................................................     51
Section 3.14.  Labor Matters....................................................     51
Section 3.15.  Solvency.........................................................     52

                                    ARTICLE 4
                                   CONDITIONS

Section 4.01.  Effective Date...................................................     52
Section 4.02.  Each Extension of Credit.........................................     54

                                    ARTICLE 5
                              AFFIRMATIVE COVENANTS

Section 5.01.  Financial Statements and Other Information.......................     55
Section 5.02.  Notice of Material Events........................................     57
Section 5.03.  Information Regarding Collateral.................................     58
Section 5.04.  Existence; Conduct of Business...................................     58
Section 5.05.  Payment of Obligations...........................................     58
Section 5.06.  Maintenance of Properties........................................     58
Section 5.07.  Insurance........................................................     58
Section 5.08.  Casualty and Condemnation........................................     60
Section 5.09.  Proper Records; Rights to Inspect and Appraise...................     60
Section 5.10.  Compliance with Laws.............................................     60
Section 5.11.  Use of Proceeds and Letters of Credit............................     60
Section 5.12.  Additional Subsidiaries..........................................     61
Section 5.13.  Further Assurances...............................................     61

                                    ARTICLE 6
                               NEGATIVE COVENANTS

Section 6.01.  Debt; Certain Equity Securities..................................     62
Section 6.02.  Liens............................................................     65
Section 6.03.  Fundamental Changes..............................................     66
Section 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions........     67
Section 6.05.  Asset Sales......................................................     69
Section 6.06.  Sale and Leaseback Transactions..................................     70
Section 6.07.  Hedging Agreements...............................................     70
Section 6.08.  Restricted Payments; Certain Payments of Debt....................     70
Section 6.09.  Transactions with Affiliates.....................................     71
Section 6.10.  Restrictive Agreements...........................................     72
Section 6.11.  Amendment of Material Documents; Change in Fiscal Year...........     72



                                       ii



                                                                                  
Section 6.12.  Capital Expenditures.............................................     72
Section 6.13.  Leverage Ratio...................................................     72
Section 6.14.  Fixed Charge Coverage Ratio......................................     73

                                    ARTICLE 7
                                EVENTS OF DEFAULT

                                    ARTICLE 8
                                   THE AGENTS

Section 8.01.  Appointment and Authorization....................................     76
Section 8.02.  Rights and Powers as a Lender....................................     76
Section 8.03.  Limited Duties and Responsibilities..............................     76
Section 8.04.  Authority to Rely on Certain Writings, Statements and Advice.....     77
Section 8.05.  Sub-Agents and Related Parties...................................     77
Section 8.06.  Resignation; Successor Administrative Agent......................     77
Section 8.07.  Credit Decisions by Lenders......................................     78
Section 8.08.  Other Agents.....................................................     78

                                    ARTICLE 9
                                  MISCELLANEOUS

Section 9.01.  Notices..........................................................     79
Section 9.02.  Waivers; Amendments..............................................     79
Section 9.03.  Expenses; Indemnity; Damage Waiver...............................     82
Section 9.04.  Successors and Assigns...........................................     83
Section 9.05.  Survival.........................................................     86
Section 9.06.  Counterparts; Integration; Effectiveness.........................     87
Section 9.07.  Severability.....................................................     87
Section 9.08.  Right of Set-off.................................................     87
Section 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.......     88
Section 9.10.  WAIVER OF JURY TRIAL.............................................     88
Section 9.11.  Headings.........................................................     89
Section 9.12.  Confidentiality..................................................     89



SCHEDULES:

Schedule 1.01A -- Existing Letters of Credit
Schedule 1.01B -- Initial Investors
Schedule 1.01C -- Proposed Acquisitions
Schedule 2.01 -- Commitments
Schedule 3.05 -- Existing Real Properties
Schedule 3.06 -- Disclosed Matters
Schedule 3.12 -- List of Subsidiaries; Holdings Preferred Stock

                                       iii



Schedule 3.13 -- Insurance
Schedule 6.01 -- Existing Debt
Schedule 6.02 -- Existing Liens
Schedule 6.04 -- Existing Investments
Schedule 6.10 -- Existing Restrictions
Schedule 6.11 -- Material Agreements

EXHIBITS:

Exhibit A -- Form of Assignment
Exhibit B -- Form of Opinion of Special Counsel to the Credit Parties
Exhibit C -- Form of Guarantee and Security Agreement

                                       iv



      CREDIT AGREEMENT dated as of April 15, 2005 among DEALERTRACK, INC.,
DEALERTRACK HOLDINGS, INC., the LENDERS party hereto and JPMORGAN CHASE BANK,
N.A., as Administrative Agent and LC Issuing Bank.

      NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      Section 1.01 Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:

      "ADJUSTED CONSOLIDATED EBITDA" means, for any period, Consolidated EBITDA
for such period less the aggregate amount of Capital Expenditures made during
such period.

      "ADJUSTED LIBO RATE" means, with respect to any Eurodollar Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Adjustment.

      "ADMINISTRATIVE AGENT" means JPMorgan Chase Bank, N.A., in its capacity as
administrative agent under the Loan Documents.

      "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "AFFILIATE" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with such specified Person.

      "AGENTS" means, collectively, the Administrative Agent, the Syndication
Agent, the Documentation Agent, the Joint Bookrunners and the Arrangers.

      "ALTERNATE BASE RATE" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
will be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

      "APPLICABLE RATE" means for any day:



            (a) with respect to any Revolving Loan or Term Loan that is Base
      Rate Loan, a rate per annum of 0.50%;

            (b) with respect to any Revolving Loan or Term Loan that is a
      Eurodollar Loan, a rate per annum of 1.50%; and

            (c) with respect to commitment fees, a rate per annum of 0.325%.

      "ARRANGERS" means J.P. Morgan Securities Inc., Lehman Brothers Inc. and
Wachovia Securities Inc., in their capacity as Arrangers in respect of this
Agreement.

      "ASSET DISPOSITION" means a Prepayment Event described in clause (a) of
the definition of "Prepayment Event".

      "ASSIGNMENT" means an assignment and assumption agreement entered into by
a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

      "AUTHORIZED OFFICER" of any Person means, with respect to any action, any
of the chief executive officer, president, chief financial officer, treasurer,
controller, secretary or any vice president of such Person, in each case who is
duly authorized to take such action.

      "BASE RATE", when used with respect to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

      "BORROWER" means Holdings or the Company, as the context may require, and
"BORROWERS" means Holdings and the Company. When used in connection with a
specific Loan, Borrowing or Letter of Credit, the term "BORROWER" means the
borrower (or proposed borrower) of such Loan or Borrowing or the account party
(or proposed account party) for such Letter of Credit.

      "BORROWER LOAN OBLIGATIONS" means all principal of all Loans and LC
Reimbursement Obligations outstanding from time to time under this Agreement,
all interest (including Post-Petition Interest) on such Loans and LC
Reimbursement Obligations and all other amounts now or hereafter payable by the
Borrowers pursuant to the Loan Documents.

      "BORROWING" means Loans to the same Borrower of the same Class and
Interest Type made, converted or continued on the same day and, in the case of
Eurodollar Loans, as to which the same Interest Period is in effect.

                                       2


      "BORROWING REQUEST" means a request by a Borrower for a Borrowing in
accordance with Section 2.03.

      "BUSINESS DAY" means any day that is not a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law to
remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

      "CAPITAL EXPENDITURES" means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of Holdings and its
Subsidiaries that are (or would be) set forth in a consolidated statement of
cash flows of Holdings and its Subsidiaries for such period prepared in
accordance with GAAP and (b) any Capital Lease Obligations incurred by Holdings
and its Subsidiaries during such period; provided that Capital Expenditures
shall not include any such expenditures which constitute a Permitted
Acquisition.

      "CAPITAL LEASE OBLIGATIONS" of any Person means obligations of such Person
to pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which
obligations are required under GAAP to be classified and accounted for as
capital leases on a balance sheet of such Person. The amount of such obligations
will be the capitalized amount thereof determined in accordance with GAAP.

      "CASH COLLATERAL ACCOUNT" has the meaning specified in the Security
Agreement.

      "CASUALTY EVENT" means a Prepayment Event described in clause (b) of the
definition of "Prepayment Event".

      "CHANGE IN CONTROL" means (a) before an IPO is consummated, the failure by
the Initial Investors to own, directly or indirectly, beneficially and of
record, Equity Interests in Holdings representing at least 50% of each of the
aggregate ordinary voting power and aggregate equity value represented by the
issued and outstanding Equity Interests in Holdings; (b) after an IPO is
consummated, the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person or group (within the meaning of the Exchange Act and
the rules of the SEC thereunder as in effect on the date hereof) other than any
Initial Investor, of Equity Interests representing more than either (i) 30% of
the aggregate ordinary voting power or the aggregate equity value represented by
the issued and outstanding Equity Interests in Holdings or (ii) the percentage
of the then outstanding ordinary voting power or the equity value represented by
the issued and outstanding Equity Interests in Holdings owned, directly or
indirectly, beneficially and of record, by the Initial Investors; (c) occupation
of a majority of

                                       3


the seats (other than vacant seats) on the board of directors of Holdings by
Persons who were neither (i) nominated by the board of directors of Holdings nor
(ii) appointed by directors so nominated; or (d) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person (except
Holdings) of any Equity Interest in the Company.

      "CHANGE IN LAW" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after such date or (c) compliance by any Lender or the LC Issuing Bank (or, for
purposes of Section 2.14(b), by any lending office of such Lender or by such
Lender's or the LC Issuing Bank's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after such date.

      "CHIEF FINANCIAL OFFICER" means the chief financial officer of the
Company.

      "CLASS" (a) when used with respect to Lenders, refers to whether such
Lenders are Revolving Lenders or Term Lenders, (b) when used with respect to
Commitments, refers to whether to such Commitments are Revolving Commitments or
Term Commitments and (c) when used with respect to Loans or a Borrowing, refers
to whether such Loans, or the Loans comprising such Borrowing, are Revolving
Loans or Term Loans.

      "COLLATERAL" means any and all "Collateral", as defined in any Security
Document.

      "COLLATERAL AND GUARANTEE REQUIREMENT" means the requirement that:

            (a) the Administrative Agent shall have received from each Credit
      Party either (i) a counterpart of the Security Agreement duly executed and
      delivered on behalf of such Credit Party or (ii) in the case of any Person
      that becomes a Credit Party after the Effective Date, a supplement to the
      Security Agreement, in the form specified therein, duly executed and
      delivered on behalf of such Credit Party;

            (b) all outstanding Equity Interests in any DealerTrack Company
      owned by or on behalf of any Credit Party shall have been pledged pursuant
      to the Security Agreement (except that the Credit Parties shall not be
      required to pledge more than 66% of the outstanding voting Equity
      Interests in any Excluded Subsidiary) and the Administrative Agent shall
      have received all certificates or other instruments representing

                                       4


      such Equity Interests, together with stock powers or other instruments of
      transfer with respect thereto endorsed in blank;

            (c) all documents and instruments, including Uniform Commercial Code
      financing statements, required by law or reasonably requested by the
      Administrative Agent to be filed, registered or recorded to create the
      Liens intended to be created by the Security Documents and perfect or
      record such Liens to the extent, and with the priority, required by the
      Security Agreement, shall have been filed, registered or recorded or
      delivered to the Administrative Agent for filing, registration or
      recording;

            (d) each Credit Party shall have obtained all consents and approvals
      required to be obtained by it in connection with the execution and
      delivery of all Security Documents to which it is a party, the performance
      of its obligations thereunder and the granting of the Liens granted by it
      thereunder; and

            (e) each Credit Party shall have taken (or authorized and directed
      the Administrative Agent to take) all other action required under the
      Security Documents to perfect, register and/or record the Liens granted by
      it thereunder.

      "COMMITMENT" means a Revolving Commitment or Term Commitment, or any
combination thereof (as the context requires).

      "COMPANY" means DealerTrack, Inc., a Delaware corporation.

      "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period, the amount by
which:

            (a) the sum of (i) the interest expense (including imputed interest
      expense in respect of Capital Lease Obligations) of Holdings and its
      Subsidiaries for such period, determined on a consolidated basis in
      accordance with GAAP, (ii) any interest accrued during such period, in
      respect of Debt of Holdings or any Subsidiary, that is required under GAAP
      to be capitalized rather than included in consolidated interest expense
      for such period and (iii) any cash payments made during such period in
      respect of obligations referred to in clause (b)(ii) below that were
      amortized or accrued in a previous period, exceeds

            (b) the sum of (i) to the extent included in such consolidated
      interest expense for such period, non-cash amounts attributable to
      amortization of financing costs paid in a previous period and (ii) to the
      extent included in such consolidated interest expense for such period,
      non-

                                       5


      cash amounts attributable to amortization of debt discount or accrued
      interest payable in kind for such period.

      "CONSOLIDATED EBITDA" means, for any period, Consolidated Net Income for
such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period,
(iv) any extraordinary non-cash charges for such period, (v) restructuring and
relocation costs and expenses incurred during such period, provided that the
amount added back pursuant to this clause (v) in respect of cash items shall not
exceed up to $2,000,000 for any four Fiscal Quarter period, (vi) non-cash
charges for stock option compensation expenses for such period and (vii)
non-capitalized transaction costs incurred in connection with any Permitted
Acquisition, during such period and minus (b) without duplication and to the
extent included in determining such Consolidated Net Income, (i) any
extraordinary gains for such period and (ii) non-cash gains from stock option
compensation adjustments for such period, all determined on a consolidated basis
in accordance with GAAP; provided that, for purposes of calculating the Leverage
Ratio, if Holdings or any Subsidiary shall have consummated a material
acquisition or disposition during any measurement period, Consolidated EBITDA
shall be determined on a pro forma basis as if such acquisition or disposition
had occurred on the first day of such period.

      "CONSOLIDATED FIXED CHARGES" means, for any period, the sum of (a)
Consolidated Cash Interest Expense for such period, (b) the aggregate amount of
scheduled principal payments made during such period in respect of Long-Term
Debt of Holdings and its Subsidiaries (except payments made by Holdings or any
Subsidiary to Holdings or any Subsidiary), (c) the aggregate amount of principal
payments (except scheduled principal payments) made during such period in
respect of Long-Term Debt of Holdings and its Subsidiaries (other than the
Loans), in each case to the extent that such payment reduced any scheduled
principal payments that would have become due within one year after the date of
such payment, (d) the aggregate amount of payments made during such period in
respect of Permitted Seller Notes and (e) the aggregate amount of Restricted
Payments made during such period in reliance on clause (iii)(C) of Section
6.08(a).

      "CONSOLIDATED GROSS REVENUE" means, for any period, the gross revenue of
Holdings and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP; provided that, if Holdings or any Subsidiary shall have
consummated a material acquisition or disposition during any measurement period,
Consolidated Gross Revenue shall be determined on a pro

                                       6


forma basis as if such acquisition or disposition had occurred on the first day
of such period.

      "CONSOLIDATED NET INCOME" means, for any period, the net income or loss of
Holdings and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP; provided that there shall be excluded (a) the income of
any Person (except Holdings or a Subsidiary) in which any other Person (except
Holdings, a Subsidiary or a director holding qualifying shares in compliance
with applicable law) owns an Equity Interest, except to the extent that
dividends or other distributions were actually paid by such Person to Holdings
or any Subsidiary during such period, and (b) the income or loss of any Person
accrued before (i) the date it becomes a Subsidiary, (ii) the date it is merged
into or consolidated with Holdings or any Subsidiary or (iii) the date its
assets are acquired by Holdings or any Subsidiary.

      "CONSOLIDATED TOTAL ASSETS" means, as of any date, the consolidated total
assets of Holdings and its Subsidiaries as of such date, in the amount that
would be reflected on a balance sheet prepared as of such date on a consolidated
basis in accordance with GAAP.

      "CONTROL" of any Person means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of such
Person, whether through the ability to exercise voting power, by contract or
otherwise. "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

      "CREDIT PARTIES" means the Borrowers and the Guarantors.

      "DEALERTRACK COMPANIES" means Holdings and its Subsidiaries.

      "DEBT" of any Person means, without duplication, (a) all obligations of
such Person for borrowed money or with respect to deposits or advances of any
kind, (b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (c) all obligations of such Person on which interest
charges are customarily paid, (d) all obligations of such Person under
conditional sale or other title retention agreements relating to property
acquired by such Person, (e) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (f) all Debt of others
secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Debt secured thereby has been
assumed, (g) all Guarantees by such Person of Debt of others, (h) all Capital
Lease Obligations of such Person, (i) all obligations, contingent or otherwise,
of such Person as an account party in respect of letters of credit and letters
of guaranty and (j) all obligations, contingent or otherwise, of such Person

                                       7


in respect of bankers' acceptances. The Debt of any Person shall include the
Debt of any other entity (including any partnership in which such Person is a
general partner) to the extent that such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with such entity,
except to the extent that contractual provisions binding on the holder of such
Debt provide that such Person is not liable therefor.

      "DEBT INCURRENCE" means a Prepayment Event described in clause (d) of the
definition of "Prepayment Event".

      "DEFAULT" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

      "DISCLOSED MATTERS" means the actions, suits, proceedings and
environmental matters disclosed in Schedule 3.06.

      "DOCUMENTATION AGENT" means Wachovia Bank, National Association, in its
capacity as Documentation Agent in respect of this Agreement.

      "DOLLARS" or "$" refers to lawful money of the United States.

      "DOMESTIC SUBSIDIARY" means a Subsidiary that is not a Foreign Subsidiary.

      "EFFECTIVE DATE" means the date on which each of the conditions specified
in Section 4.01 is satisfied (or waived in accordance with Section 9.02).

      "ENVIRONMENTAL LAWS" means all applicable laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating in
any way to the environment, the preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or health and safety matters.

      "ENVIRONMENTAL LIABILITY" means any liability, contingent or otherwise
(including any liability for damages, costs of remediation, fines, penalties or
indemnities), of any DealerTrack Company directly or indirectly resulting from
or based on (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Material, (c) exposure to any Hazardous Material, (d) the release or threatened
release of any Hazardous Material into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
by or imposed upon any DealerTrack Company with respect to any of the foregoing.

                                       8


      "EQUITY INTERESTS" means (i) shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person or (ii) any
warrants, options or other rights to acquire such shares or interests.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

      "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with Holdings or any Subsidiary, is treated as a
single employer under Section 414(b) or (c) of the Internal Revenue Code or,
solely for purposes of Section 302 of ERISA and Section 412 of the Internal
Revenue Code, is treated as a single employer under Section 414 of the Internal
Revenue Code.

      "ERISA EVENT" means (a) any "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (except an
event for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Internal Revenue Code or Section 302 of ERISA), whether or
not waived; (c) the filing pursuant to Section 412(d) of the Internal Revenue
Code or Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by Holdings or any
ERISA Affiliate of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by Holdings or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by Holdings or any ERISA Affiliate of any liability with respect
to withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g)
the receipt by Holdings or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from Holdings or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

      "EURODOLLAR", when used with respect to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

      "EVENTS OF DEFAULT" has the meaning specified in Article 7.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934.

      "EXCLUDED SUBSIDIARY" means (a) any Foreign Subsidiary or (b) any Domestic
Subsidiary (i) which is treated as a corporation for United States federal

                                       9


income tax purposes, (ii) substantially all of the assets of which consist of
Equity Interests in one or more Foreign Subsidiaries and which has never had
material operations and (iii) that has expressly agreed in writing to comply
with the proviso at the end of Section 6.01(a); it being understood that as of
the date hereof, dealerAccess, Inc. is an "Excluded Subsidiary".

      "EXCLUDED TAXES" means, with respect to any Lender Party or other
recipient of a payment made by or on account of any obligation of any Credit
Party hereunder or under any other Loan Document:

            (a) income or franchise taxes imposed on (or measured by) its net
      income by the United States (or any political subdivision thereof), or by
      the jurisdiction (or any political subdivision thereof) under the laws of
      which such recipient is organized or in which its principal office is
      located or, in the case of any Lender, in which its applicable lending
      office is located;

            (b) taxes imposed as a result of a present or former connection
      between such Lender Party and the jurisdiction imposing such tax (other
      than any such connection arising solely from such Lender Party's having
      executed, delivered or performed its obligations or received a payment
      hereunder or under any other Loan Document);

            (c) any branch profits taxes imposed by the United States or any
      similar tax imposed by any other jurisdiction described in clause (a)
      above; and

            (d) in the case of a Foreign Lender, any withholding tax that (i) is
      in effect and would apply to amounts payable to such Foreign Lender at the
      time such Foreign Lender becomes a party to this Agreement or designates a
      new lending office or (ii) is attributable to such Foreign Lender's
      failure to comply with Section 2.16(e).

Notwithstanding the foregoing, a withholding tax will not be an "Excluded Tax"
to the extent that (A) it is imposed on amounts payable to a Foreign Lender
which becomes a Lender by means of an assignment and does not exceed the amount
for which the assignor would have been indemnified pursuant to Section 2.16(a)
or (B) in the case of designation of a new lending office, it does not exceed
the amount for which such Foreign Lender would have been indemnified if it had
not designated a new lending office.

      "EXISTING LETTERS OF CREDIT" means the letters of credit listed on
Schedule 1.01A.

                                       10


      "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published on such Business Day, the average (rounded upwards, if necessary, to
the next 1/100 of 1%) of the quotations for such day for such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.

      "FEDERAL RESERVE BOARD" means the Board of Governors of the Federal
Reserve System of the United States.

      "FEE LETTER" means the Fee Letter dated April 8, 2005 among Holdings, the
Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A.

      "FINANCING TRANSACTIONS" means the execution, delivery and performance by
each Credit Party of the Loan Documents to which it is to be a party, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder.

      "FISCAL QUARTER" means a fiscal quarter of Holdings.

      "FISCAL YEAR" means a fiscal year of Holdings.

      "FIXED CHARGE COVERAGE RATIO" means, on any day, the ratio of (a) Adjusted
Consolidated EBITDA to (b) Consolidated Fixed Charges, in each case for the
period of four consecutive Fiscal Quarters ended on such day (or, if such day is
not the last day of a Fiscal Quarter, ended on the last day of the Fiscal
Quarter most recently ended before such day).

      "FOREIGN LENDER" means any Lender that is organized under the laws of a
jurisdiction outside the United States.

      "FOREIGN SUBSIDIARY" means a Subsidiary (which may be a corporation,
limited liability company, partnership or other legal entity) organized under
the laws of a jurisdiction outside the United States, and conducting
substantially all its operations outside the United States, other than any such
entity that is (whether as a matter of law, pursuant to an election by such
entity or otherwise) treated as a partnership in which any Credit Party is a
partner or as a branch of any Credit Party for United States income tax
purposes.

      "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States, applied on a basis consistent (except for
changes concurred in by Holdings' independent public accountants) with the most
recent

                                       11


audited consolidated financial statements of Holdings and its consolidated
Subsidiaries delivered to the Lenders.

      "GOVERNMENTAL AUTHORITY" means the government of the United States, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

      "GUARANTEE" by any Person (the "GUARANTOR") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Debt or other obligation of any other Person (the
"PRIMARY OBLIGOR") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt or other
obligation or to purchase (or advance or supply funds for the purchase of) any
security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Debt or other
obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Debt or other obligation
or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Debt or other obligation; provided that the term
"Guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business.

      "GUARANTORS" means Holdings (with respect to obligations of the Company),
the Company (with respect to obligations of Holdings) and the Subsidiary
Guarantors.

      "HAZARDOUS MATERIALS" means all radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental Law.

      "HEDGING AGREEMENT" means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest rate, currency exchange rate or commodity price hedging arrangement.

      "HOLDINGS" means DealerTrack Holdings, Inc., a Delaware corporation.

      "INDEMNIFIED TAXES" means all Taxes except Excluded Taxes.

                                       12


      "INITIAL INVESTORS" means the holders of Equity Interests in Holdings
listed on Schedule 1.01B and their respective Affiliates.

      "INITIAL LENDERS" means the Lenders party hereto on the Effective Date.

      "INTEREST ELECTION" means an election by the Borrower to change or
continue the Interest Type of a Borrowing in accordance with Section 2.06.

      "INTEREST PAYMENT DATE" means (a) with respect to any Base Rate Loan, the
last day of each March, June, September and December, and (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, if such Interest Period is longer
than three months, each day during such Interest Period that occurs at intervals
of three months' duration after the first day of such Interest Period.

      "INTEREST PERIOD" means, with respect to any Eurodollar Borrowing, the
period beginning on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided that (a) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (b) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be deemed to be the effective date of the most recent conversion or continuation
of such Borrowing.

      "INTEREST TYPE", when used with respect to any Loan or Borrowing, refers
to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

      "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended from time to time.

      "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940.

      "IPO" means an initial public offering of capital stock of Holdings.

                                       13


      "JOINT BOOKRUNNERS" means J.P. Morgan Securities Inc. and Lehman Brothers
Inc., in their capacity as Joint Bookrunners in respect of this Agreement.

      "LC DISBURSEMENT" means a payment made by the LC Issuing Bank in respect
of a drawing under a Letter of Credit.

      "LC EXPOSURE" means, at any time, the sum of (a) the aggregate undrawn
amount of all Letters of Credit outstanding at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Revolving Lender at any
time will be its Revolving Percentage of the total LC Exposure at such time.

      "LC ISSUING BANK" means JPMorgan Chase Bank, N.A., in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.04(j). The LC Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by its Affiliates, in which case
the term "LC Issuing Bank" shall include each such Affiliate with respect to
Letters of Credit issued by it.

      "LC REIMBURSEMENT OBLIGATIONS" means, at any time, all obligations of the
Borrowers to reimburse the LC Issuing Bank for amounts paid by it in respect of
drawings under Letters of Credit, including any portion of such obligations for
which the LC Issuing Bank shall have received payment from any Lender pursuant
to Section 2.04(f).

      "LENDER AFFILIATE" means, with respect to any Lender, (i) an Affiliate of
such Lender or (ii) any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by such Lender or an Affiliate of such
Lender.

      "LENDER PARTIES" means the Lenders, the LC Issuing Bank and the
Administrative Agent.

      "LENDERS" means the Persons listed on Schedule 2.01 and any other Person
that shall have become a party hereto pursuant to an Assignment, other than any
such Person that ceases to be a party hereto pursuant to an Assignment.

      "LETTER OF CREDIT" means any letter of credit issued pursuant to this
Agreement.

      "LEVERAGE RATIO" means, on any day, the ratio of (a) Total Debt as of such
day to (b) Consolidated EBITDA for the period of four consecutive Fiscal

                                       14


Quarters ended on such day (or, if such day is not the last day of a Fiscal
Quarter, ended on the last day of the Fiscal Quarter most recently ended before
such day).

      "LIBO RATE" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days before the beginning of
such Interest Period, as the rate for dollar deposits with a maturity comparable
to such Interest Period. If such rate is not available at such time for any
reason, then the "LIBO Rate" with respect to such Eurodollar Borrowing for such
Interest Period shall be the rate at which dollar deposits of $5,000,000 and for
a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days before the beginning of such Interest Period.

      "LIEN" means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing)
relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.

      "LOAN DOCUMENTS" means this Agreement, any Notes and the Security
Documents.

      "LOANS" means loans made by the Lenders to the Borrower pursuant to this
Agreement.

      "LONG-TERM DEBT" means any Debt that, in accordance with GAAP, constitutes
(or, when incurred, constituted) a long-term liability.

      "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, operations, assets, property, condition (financial or otherwise) or
prospects of the DealerTrack Companies taken as a whole, (b) the ability of any
Subject Person to perform its obligations under the Loan Documents or (c) the
validity or enforceability of, or the rights of or benefits available to any
Lender Party under, any Loan Document.

                                       15


      "MATERIAL AGREEMENT" means any agreement listed on Schedule 6.11, as in
effect on the date hereof or as hereafter amended, modified or waived in
accordance with Section 6.11.

      "MATERIAL DEBT" means Debt (other than obligations in respect of the Loans
and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more DealerTrack Companies in an aggregate principal
amount exceeding $5,000,000. For purposes of determining Material Debt, the
"principal amount" of the obligations of any DealerTrack Company in respect of
any Hedging Agreement at any time will be the maximum aggregate amount (after
giving effect to any netting agreements) that such DealerTrack Company would be
required to pay if such Hedging Agreement were terminated at such time.

      "MOODY'S" means Moody's Investors Service, Inc.

      "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

      "NET PROCEEDS" means, with respect to any Prepayment Event, (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received, (ii) in the
case of a casualty event, insurance proceeds, and (iii) in the case of a
condemnation or similar event, condemnation awards and similar payments, in each
case net of (b) the sum of (i) all fees and out-of-pocket expenses paid by the
DealerTrack Companies to third parties (other than Affiliates) in connection
with such event, (ii) in the case of an Asset Disposition or Casualty Event, the
amount of all payments required to be made by the DealerTrack Companies as a
result of such event to repay Debt (other than Loans) secured by such asset or
otherwise subject to mandatory prepayment as a result of such event, (iii) the
amount of all taxes paid (or reasonably estimated to be payable) by the
DealerTrack Companies, and (iv) the amount of any reserves established by the
DealerTrack Companies to fund contingent liabilities reasonably estimated to be
payable, in each case during the year that such event occurred or the next
succeeding year and that are directly attributable to such event (in each case
as determined reasonably and in good faith by the DealerTrack Companies and
certified by an Authorized Officer of Holdings).

      "OTHER TAXES" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

      "PARTICIPANTS" has the meaning specified in Section 9.04(e).

                                       16


      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

      "PERFECTION CERTIFICATE" means a certificate in the form of Exhibit E to
the Security Agreement or any other form approved by the Administrative Agent.

      "PERMITTED ACQUISITION" has the meaning specified in Section 6.04(g).

      "PERMITTED INVESTMENTS" means investments in:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States (or
      by any agency thereof to the extent such obligations are backed by the
      full faith and credit of the United States), in each case maturing within
      one year from the date of acquisition thereof;

            (b) commercial paper maturing within 270 days from the date of
      acquisition thereof and having, at such date of acquisition, the highest
      credit rating obtainable from S&P or from Moody's;

            (c) certificates of deposit, banker's acceptances and time deposits
      maturing within 180 days from the date of acquisition thereof issued or
      guaranteed by or placed with, and money market deposit accounts issued or
      offered by, any domestic office of any commercial bank organized under the
      laws of the United States or any State thereof which has a combined
      capital and surplus and undivided profits of at least $500,000,000;

            (d) securities issued, or fully and unconditionally guaranteed, by
      any State of the United States or by any political subdivision or any
      taxing authority of any such State, in each case (i) maturing within six
      months from the date of acquisition thereof and (ii) having on or within
      90 days prior to any measurement date a credit rating of "A" of higher
      from S&P or "A2" or higher from Moody's;

            (e) money market mutual funds (i) complying with the criteria set
      forth in Rule 2a-7 of the Investment Company Act and (ii) having on or
      within 90 days prior to any measurement date (A) credit ratings of "AAA"
      of higher from S&P and "Aaa" from Moody's and (B) portfolio assets of at
      least $200,000,000; and

            (f) fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (a) above and entered
      into with a financial institution satisfying the criteria described in
      clause (c) above.

                                       17


      "PERMITTED LIENS" means:

            (a) Liens imposed by law for taxes that are not yet due or are being
      contested in compliance with Section 5.05;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's and other like Liens imposed by law, arising in the ordinary
      course of business and securing obligations that are not overdue by more
      than 30 days or are being contested in compliance with Section 5.05;

            (c) pledges and deposits made in the ordinary course of business in
      compliance with workers' compensation, unemployment insurance and other
      social security laws or regulations;

            (d) deposits to secure the performance of bids, trade contracts,
      leases, statutory obligations, surety and appeal bonds, performance bonds
      and other obligations of a like nature, in each case in the ordinary
      course of business;

            (e) judgment liens in respect of judgments that do not constitute an
      Event of Default under clause (k) of Article 7; and

            (f) easements, zoning restrictions, rights-of-way and similar
      encumbrances on real property imposed by law or arising in the ordinary
      course of business that do not secure any monetary obligation and do not
      materially detract from the value of the affected property or interfere
      with the ordinary conduct of business of any DealerTrack Company;

provided that the term "PERMITTED LIENS" shall not include any Lien that secures
Debt.

      "PERMITTED SELLER NOTES" has the meaning specified in Section
6.01(a)(viii)(B).

      "PERMITTED SUBORDINATED DEBT" has the meaning specified in Section
6.01(a)(x).

      "PERSON" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

      "PLAN" means any employee pension benefit plan (except a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the
Internal Revenue Code or Section 302 of ERISA, and in respect of which Holdings
or any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of

                                       18


ERISA be deemed to be) a "contributing sponsor" as defined in Section
4001(a)(13) of ERISA.

      "POST-PETITION INTEREST" means any interest that accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of any one or more of the Credit Parties (or would
accrue but for the operation of applicable bankruptcy or insolvency laws),
whether or not such interest is allowed or allowable as a claim in any such
proceeding.

      "PREPAYMENT EVENT" means:

            (a) any sale, transfer or other disposition (including pursuant to a
      Sale and Leaseback Transaction) of any property of any DealerTrack
      Company, except pursuant to (i) a Specified Equity Issuance, (ii) a
      transaction permitted by Section 6.05(a) or (b) or (iii) other sales,
      transfers and other dispositions resulting in aggregate Net Proceeds not
      exceeding $5,000,000 during any Fiscal Year;

            (b) any casualty or other insured damage to any property of any
      DealerTrack Company, or any taking of any such property under power of
      eminent domain or by condemnation or similar proceeding, or any transfer
      of any such property in lieu of a condemnation or similar taking thereof;

            (c) any sale or issuance by Holdings of its Equity Interests
      pursuant to an IPO or a private placement or sale that is underwritten,
      managed, arranged, placed or initially purchased by an investment bank,
      but excluding any such sale or issuance (i) to any of the Initial
      Investors, or (ii) resulting from the exercise of stock options by, or as
      compensation to, employees, consultants or management of any DealerTrack
      Company in the ordinary course of business; or

            (d) the incurrence by any DealerTrack Company of any Debt, other
      than Debt described in clauses (i) through (xv), inclusive, of Section
      6.01(a).

      "PRIME RATE" means the rate of interest per annum publicly announced from
time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its
principal office in New York City. Each change in the Prime Rate will be
effective for purposes hereof from and including the date such change is
publicly announced as being effective.

                                       19


      "PROPOSED ACQUISITIONS" means the acquisitions described on Schedule
1.01C.

      "REGISTER" has the meaning specified in Section 9.04(c).

      "RELATED PARTIES" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and its Affiliates.

      "REQUIRED LENDERS" means, at any time, Lenders having Revolving Exposures,
outstanding Term Loans and unused Commitments representing (i) if there are 3 or
fewer Lenders, at least 66-2/3% of the sum of all Revolving Exposures,
outstanding Term Loans and unused Commitments at such time or (ii) if there are
4 or more Lenders, more than 50% of the sum of all Revolving Exposures,
outstanding Term Loans and unused Commitments at such time.

      "REQUIRED REVOLVING LENDERS" means, at any time, Lenders having Revolving
Exposures and unused Revolving Commitments representing more than (i) if there
are 3 or fewer Revolving Lenders, at least 66-2/3% of the sum of all Revolving
Exposures and unused Revolving Commitments at such time or (ii) if there are 4
or more Revolving Lenders, more than 50% of the sum of all Revolving Exposures
and unused Revolving Commitments at such time.

      "RESTRICTED PAYMENT" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Equity Interest in any
DealerTrack Company, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any Equity Interest in any DealerTrack Company; provided that any such dividend,
distribution or payment will not constitute a "RESTRICTED PAYMENT" to the extent
it consists of Equity Interests of the same class, or common stock, of the same
issuer.

      "REVOLVING AVAILABILITY PERIOD" means the period from and including the
Effective Date to but excluding the Revolving Maturity Date (or, if earlier, the
date on which all outstanding Revolving Commitments terminate).

      "REVOLVING COMMITMENT" means, with respect to each Lender, the commitment,
if any, of such Lender to make Revolving Loans and to acquire participations in
Letters of Credit hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender's Revolving Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's

                                       20


Revolving Commitment is set forth on Schedule 2.01, or in the Assignment
pursuant to which such Lender shall have assumed its initial Revolving
Commitment, as applicable. The initial aggregate amount of the Revolving
Commitments is $25,000,000.

      "REVOLVING EXPOSURE" means, with respect to any Lender at any time, the
sum of the aggregate outstanding principal amount of such Lender's Revolving
Loans and its LC Exposure at such time.

      "REVOLVING LENDER" means a Lender with a Revolving Commitment or, if the
Revolving Commitments have terminated or expired, a Lender with a Revolving
Exposure.

      "REVOLVING LOAN" means a Loan made pursuant to Section 2.01(a)(ii).

      "REVOLVING MATURITY DATE" means April 15, 2008.

      "REVOLVING PERCENTAGE" means, with respect to any Revolving Lender, the
percentage of the total Revolving Commitments represented by such Lender's
Revolving Commitment. If the Revolving Commitments have terminated or expired,
the Revolving Percentages will be determined based on the Revolving Commitments
most recently in effect, adjusted to give effect to any assignments.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

      "SEC" means the Securities and Exchange Commission.

      "SECURED GUARANTEE" has the meaning specified in the Security Agreement.

      "SECURED OBLIGATIONS" has the meaning specified in the Security Agreement.

      "SECURED PARTIES" has the meaning specified in the Security Agreement.

      "SECURITY AGREEMENT" means the Guarantee and Security Agreement among the
Credit Parties and the Administrative Agent, substantially in the form of
Exhibit C.

      "SECURITY DOCUMENTS" means the Security Agreement and each other security
agreement, instrument or other document executed and delivered pursuant to
Section 5.12 or 5.13 to secure any of the Secured Obligations.

                                       21


      "SPECIFIED EQUITY ISSUANCE" means a Prepayment Event described in clause
(c) of the definition of "Prepayment Event".

      "STATUTORY RESERVE ADJUSTMENT" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Federal Reserve Board to which the Administrative Agent is
subject with respect to eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Federal Reserve Board). Such
reserve percentages will include those imposed pursuant to such Regulation D.
Eurodollar Loans will be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve
Adjustment will be adjusted automatically on and as of the effective date of any
change in any applicable reserve percentage.

      "SUBJECT PERSONS" means (i) the Company, individually, and (ii) Holdings
and its Subsidiaries, taken as a whole.

      "SUBSIDIARY" means, with respect to any Person (the "PARENT") at any date,
(a) any corporation, limited liability company, partnership or other entity the
accounts of which would be consolidated with those of the parent in the parent's
consolidated financial statements if such financial statements were prepared in
accordance with GAAP as of such date and (b) any other corporation, limited
liability company, partnership or other entity (i) of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held,
directly or indirectly, or (ii) that is otherwise Controlled as of such date, by
the parent and/or one or more of its subsidiaries.

      "SUBSIDIARY" means any subsidiary of Holdings.

      "SUBSIDIARY GUARANTORS" means each Subsidiary listed on the signature
pages of the Security Agreement under the caption "Subsidiary Guarantors" and
each Subsidiary that shall, at any time after the date hereof, become a
Guarantor pursuant to the Security Agreement.

      "SYNDICATION AGENT" means Lehman Commercial Paper Inc., in its capacity as
Syndication Agent in respect of this Agreement.

                                       22


      "TAXES" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

      "TERM COMMITMENT" means, with respect to each Lender, the commitment, if
any, of such Lender to make a Term Loan, expressed as an amount representing the
maximum principal amount of such Term Loan, as such commitment may be (a)
reduced from time to time pursuant to Section 2.07 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04. The initial amount of each Lender's Term Commitment is set forth
on Schedule 2.01, or in the Assignment pursuant to which such Lender shall have
assumed its initial Term Commitment, as applicable. The initial aggregate amount
of the Term Commitments is $25,000,000.

      "TERM LENDER" means a Lender with a Term Commitment or an outstanding Term
Loan.

      "TERM LOAN" means a Loan made pursuant to Section 2.01(a)(i).

      "TERM LOAN AVAILABILITY PERIOD" means the period from and including the
Effective Date to but including June 10, 2005 (or, if earlier, the date on which
all Term Commitments terminate).

      The "TERM LOAN EXTENSION CONDITION" shall be satisfied if a Registration
Statement relating to an IPO is filed with the SEC on or prior to December 31,
2005.

      "TERM LOAN MATURITY DATE" means (i) if the Term Loan Extension Condition
has not been satisfied, April 15, 2009 and (ii) if the Term Loan Extension
Condition has been satisfied, April 15, 2010.

      "TOTAL DEBT" means, as of any date, the aggregate principal amount of Debt
of Holdings and its Subsidiaries outstanding as of such date, in the amount that
would be reflected on a balance sheet prepared as of such date on a consolidated
basis in accordance with GAAP, and in any event including (with respect to any
determination of pro forma compliance with Sections 6.13 and 6.14 or otherwise)
any such Debt created, incurred, assumed or outstanding pursuant to clauses
(viii) and (x) of Section 6.01(a) after giving pro forma effect thereto and to
any other applicable transactions.

      "TRANSACTION LIENS" means the Liens on Collateral granted by the Credit
Parties under the Security Documents.

      "TRANSACTIONS" means the Financing Transactions and the Proposed
Acquisitions.

                                       23


      "UNITED STATES" means the United States of America.

      "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

      Section 1.02. Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "REVOLVING
LOAN") or by Interest Type (e.g., a "EURODOLLAR LOAN") or by Class and Interest
Type (e.g., a "EURODOLLAR REVOLVING LOAN"). Borrowings also may be classified
and referred to by Class (e.g., a "REVOLVING BORROWING") or by Interest Type
(e.g., a "EURODOLLAR BORROWING") or by Class and Interest Type (e.g., a
"EURODOLLAR REVOLVING BORROWING").

      Section 1.03. Terms Generally. The definitions of terms herein (including
those incorporated by reference to another document) apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun includes the corresponding masculine, feminine and neuter
forms. The words "INCLUDE", "INCLUDES" and "INCLUDING" shall be deemed to be
followed by the phrase "WITHOUT LIMITATION". The word "WILL" shall be construed
to have the same meaning and effect as the word "SHALL". Unless the context
requires otherwise, (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "HEREIN", "HEREOF" and "HEREUNDER", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the word
"PROPERTY" shall be construed to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.

      Section 1.04. Accounting Terms; Changes in GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP as in effect from time to time; provided
that, if Holdings notifies the Administrative Agent that Holdings requests an
amendment of any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof (or if the
Administrative Agent notifies Holdings that the Required Lenders request an
amendment of any provision hereof for such purpose), regardless of whether such
notice is given before or after such change in GAAP or in the application
thereof,

                                       24


then such provision shall be applied on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.

                                    ARTICLE 2
                                   THE CREDITS

      Section 2.01. Revolving and Term Commitments. (a) Subject to the terms and
conditions set forth herein:

            (i) each Term Lender agrees to make up to two Term Loans to the
      Borrowers from time to time during the Term Loan Availability Period in an
      aggregate principal amount not exceeding its Term Commitment; and

            (ii) each Revolving Lender agrees to make Revolving Loans to the
      Borrowers from time to time during the Revolving Availability Period in an
      aggregate principal amount that will not at any time result in such
      Lender's Revolving Exposure exceeding its Revolving Commitment.

Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts
repaid in respect of Term Loans may not be reborrowed.

      (b) The Commitments of the Lenders are several (i.e., the failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder, and no Lender shall be responsible for any
other Lender's failure to make Loans as and when required hereunder).

      Section 2.02. Revolving and Term Loans. (a) Each Revolving Loan and Term
Loan shall be made as part of a Borrowing consisting of Loans of the same Class
and Interest Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class, as the Borrower may request
(subject to Section 2.13) in accordance herewith; provided that all Borrowings
made on the Effective Date must be Base Rate Borrowings. Each Lender at its
option may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan. Any exercise of such option shall
not affect the Borrower's obligation to repay such Loan as provided herein.

      (b) At the beginning of each Interest Period for any Eurodollar Borrowing,
the aggregate amount of such Borrowing shall be an integral multiple of $100,000
but not less than $1,000,000. When each Base Rate Borrowing is made, the
aggregate amount of such Borrowing shall be an integral multiple of

                                       25


$100,000 but not less than $1,000,000; provided that a Base Rate Revolving
Borrowing may be in an aggregate amount that (i) is equal to the entire unused
balance of the Revolving Commitments or (ii) is required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.04(f).
Borrowings of more than one Class and Interest Type may be outstanding at the
same time; provided that there shall not at any time be more than a total of 6
Eurodollar Borrowings outstanding.

      (c) Notwithstanding any other provision hereof, no Borrower will be
entitled to request, or to elect to convert or continue, any Eurodollar
Borrowing if the Interest Period requested with respect thereto would end after
the Revolving Maturity Date or Term Loan Maturity Date, as applicable.

      Section 2.03. Requests to Borrow Revolving or Term Loans. To request a
Revolving Borrowing or Term Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of a
Base Rate Borrowing, not later than 11:00 a.m., New York City time, one Business
Day before the date of the proposed Borrowing; provided that any such notice of
a Base Rate Revolving Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.04(f) may be given not later than
10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

            (i) whether the requested Borrowing is to be a Revolving Borrowing
      or Term Borrowing;

            (ii) the aggregate amount of such Borrowing;

            (iii) the date of such Borrowing, which shall be a Business Day;

            (iv) whether such Borrowing is to be a Base Rate Borrowing or a
      Eurodollar Borrowing;

            (v) in the case of a Eurodollar Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of "Interest Period"; and

                                       26


            (vi) the location and number of the Borrower's account to which
      funds are to be disbursed, which shall comply with the requirements of
      Section 2.05.

If no election as to the Interest Type of a Borrowing is specified, the
requested Borrowing will be a Base Rate Borrowing. If no Interest Period with
respect to a requested Eurodollar Borrowing is specified, the Borrower will be
deemed to have selected an Interest Period of one month's duration. Promptly
after it receives a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the relevant Class as to the
details of such Borrowing Request and the amount of such Lender's Loan to be
made pursuant thereto.

      Section 2.04. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, each Borrower may request the issuance of Letters
of Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the LC Issuing Bank, from time to time during the
Revolving Availability Period. If the terms and conditions of any form of letter
of credit application or other agreement submitted by the Borrower to, or
entered into by the Borrower with, the LC Issuing Bank relating to any Letter of
Credit are not consistent with the terms and conditions of this Agreement, the
terms and conditions of this Agreement shall control.

      (b) Existing Letters of Credit. On the Effective Date, without further
action by any party hereto, the LC Issuing Bank shall be deemed to have granted
to each other Revolving Lender, and each other Revolving Lender shall be deemed
to have acquired from the LC Issuing Bank, a participation in each Existing
Letter of Credit equal to such Revolving Lender's Revolving Percentage of (i)
the aggregate amount available to be drawn under such Existing Letter of Credit
and (ii) the aggregate amount of any outstanding reimbursement obligations in
respect thereof. With respect to each Existing Letter of Credit (i) if the LC
Issuing Bank has heretofore sold a participation therein to a Lender, the LC
Issuing Bank and such Lender agree that such participation shall be
automatically canceled on the Effective Date and (ii) if the relevant Lender has
heretofore sold a participation therein to any bank or financial institution
that is not a Lender, the LC Issuing Bank shall procure the termination of such
participation on or prior to the Effective Date. On and after the Effective
Date, each Existing Letter of Credit shall be a Letter of Credit issued
hereunder.

      (c) Notice of Issuance, Amendment, Renewal or Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the LC Issuing Bank) to the LC
Issuing Bank and

                                       27


the Administrative Agent (reasonably in advance of the requested date of
issuance, amendment, renewal or extension) a notice requesting the issuance of a
Letter of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the requested date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with Section 2.04(d)), the amount of
such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit. If requested by the LC Issuing Bank, the Borrower also shall
submit a letter of credit application on the LC Issuing Bank's standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension, (i) the LC Exposure will not exceed $5,000,000 and (ii)
the total Revolving Exposures will not exceed the total Revolving Commitments.

      (d) Expiration Date. Each Letter of Credit shall expire at or before the
close of business on the date that is the earlier of (i) one year after such
Letter of Credit is issued (or, in the case of any renewal or extension thereof,
one year after such renewal or extension) and (ii) the first anniversary of the
Revolving Credit Maturity Date (the "LETTER OF CREDIT TERMINATION DATE");
provided that a Letter of Credit may provide for automatic renewal thereof on an
annual basis unless notice of termination is given by the Issuing Bank so long
as such Letter of Credit also provides for a final expiration date that is not
later than the Letter of Credit Termination Date.

      (e) Participations. Effective upon the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the LC Issuing Bank or the Revolving Lenders,
the LC Issuing Bank grants to each Revolving Lender, and each Revolving Lender
acquires from the LC Issuing Bank, a participation in such Letter of Credit
equal to such Lender's Revolving Percentage of the aggregate amount available to
be drawn thereunder. Pursuant to such participations, each Revolving Lender
agrees to pay to the Administrative Agent, for the account of the LC Issuing
Bank, such Lender's Revolving Percentage of (i) each LC Disbursement made by the
LC Issuing Bank and not reimbursed by the Borrower on the date due as provided
in Section 2.04(f) and (ii) any reimbursement payment required to be refunded to
the Borrower for any reason. Each Lender's obligation to acquire participations
and make payments pursuant to this subsection is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance
of a Default or any reduction or termination of the

                                       28


Commitments, and each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.

      (f) Reimbursement. If the LC Issuing Bank makes any LC Disbursement under
a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying
an amount equal to such LC Disbursement to the Administrative Agent not later
than 12:00 noon, New York City time, on the day that such LC Disbursement is
made, if the Borrower receives notice of such LC Disbursement before 10:00 a.m.,
New York City time, on such day, or, if such notice has not been received by the
Borrower before such time on such day, then not later than 12:00 noon, New York
City time, on the next Business Day; provided that, if such LC Disbursement is
at least $500,000, the Borrower may, subject to the conditions to borrowing set
forth herein, request in accordance with Section 2.03 that such payment be made
with the proceeds of a Base Rate Revolving Borrowing in an equivalent amount
and, to the extent so financed, the Borrower's obligation to make such payment
shall be discharged and replaced by the resulting Base Rate Revolving Borrowing.
If the Borrower fails to make such payment when due, the Administrative Agent
shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Lender's
Revolving Percentage thereof. Promptly after it receives such notice, each
Revolving Lender shall pay to the Administrative Agent its Revolving Percentage
of the payment then due from the Borrower, in the same manner as is provided in
Section 2.05 with respect to Loans made by such Lender (and Section 2.05(b)
shall apply, mutatis mutandis, to such payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the LC Issuing Bank
the amounts so received by it from the Revolving Lenders. If a Revolving Lender
makes a payment pursuant to this subsection to reimburse the LC Issuing Bank for
any LC Disbursement (other than by funding Base Rate Revolving Loans as
contemplated above), (i) such payment will not constitute a Loan and will not
relieve the Borrower of its obligation to reimburse such LC Disbursement and
(ii) such Revolving Lender will be subrogated to its pro rata share of the LC
Issuing Bank's claim against the Borrower for such reimbursement. Promptly after
the Administrative Agent receives any payment from the Borrower pursuant to this
subsection, the Administrative Agent will distribute such payment to the LC
Issuing Bank or, if Revolving Lenders have made payments pursuant to this
subsection to reimburse the LC Issuing Bank, then to such Lenders and the LC
Issuing Bank as their interests may appear.

      (g) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in Section 2.04(f) shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances whatsoever and irrespective of
(i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any

                                       29


term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect, (iii) payment
by the LC Issuing Bank under a Letter of Credit against presentation of a draft
or other document that does not comply with the terms of such Letter of Credit
or (iv) any other event or circumstance whatsoever, whether or not similar to
any of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower's obligations hereunder. None of the Administrative Agent,
the Lenders, the LC Issuing Bank and their respective Related Parties shall have
any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any
payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the LC Issuing Bank;
provided that the foregoing shall not excuse the LC Issuing Bank from liability
to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are waived by the Borrower to the extent
permitted by applicable law) suffered by the Borrower that are caused by the LC
Issuing Bank's failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof. In the absence of gross negligence or willful misconduct on the part of
the LC Issuing Bank (as finally determined by a court of competent
jurisdiction), the LC Issuing Bank shall be deemed to have exercised care in
each such determination. Without limiting the generality of the foregoing, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
LC Issuing Bank may, in its sole discretion, either (A) accept and make payment
upon such documents without responsibility for further investigation, regardless
of any notice or information to the contrary, or (B) refuse to accept and make
payment upon such documents if such documents do not strictly comply with the
terms of such Letter of Credit.

      (h) Disbursement Procedures. The LC Issuing Bank shall, promptly after its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The LC Issuing Bank shall promptly notify the
Administrative Agent and the Borrower by telephone (confirmed by telecopy) of
such demand for payment and whether the LC Issuing Bank has made or will make an
LC Disbursement pursuant thereto; provided that any failure to give or delay in
giving such notice will not relieve the Borrower of its obligation to reimburse
the LC Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement.

                                       30


      (i) Interim Interest. Unless the Borrower reimburses an LC Disbursement in
full on the day it is made, the unpaid amount thereof shall bear interest, for
each day from and including the day on which such LC Disbursement is made to but
excluding the day on which the Borrower reimburses such LC Disbursement, at the
rate per annum then applicable to Base Rate Revolving Loans; provided that, if
the Borrower fails to reimburse such LC Disbursement when due pursuant to
Section 2.04(f), then Section 2.12(c) and 2.12(d) shall apply. Interest accrued
pursuant to this subsection shall be for the account of the LC Issuing Bank,
except that a pro rata share of interest accrued on and after the day that any
Revolving Lender reimburses the LC Issuing Bank for a portion of such LC
Disbursement pursuant to Section 2.04(f) shall be for the account of such
Lender.

      (j) Replacement of LC Issuing Bank. The LC Issuing Bank may be replaced at
any time by written agreement among the Borrower, the Administrative Agent, the
replaced LC Issuing Bank and the successor LC Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement. At the time any such
replacement becomes effective, the Borrower shall pay all unpaid fees accrued
for the account of the replaced LC Issuing Bank pursuant to Section 2.11(b). On
and after the effective date of any such replacement, (i) the successor LC
Issuing Bank will have all the rights and obligations of the LC Issuing Bank
under this Agreement with respect to Letters of Credit to be issued thereafter
and (ii) references herein to the term "LC Issuing Bank" will be deemed to refer
to such successor or to any previous LC Issuing Bank, or to such successor and
all previous LC Issuing Banks, as the context shall require. After an LC Issuing
Bank is replaced, it will remain a party hereto and will continue to have all
the rights and obligations of an LC Issuing Bank under this Agreement with
respect to Letters of Credit issued by it before such replacement, but will not
be required to issue additional Letters of Credit.

      (k) Cash Collateralization. (i) If an Event of Default shall occur and be
continuing, on the Business Day that a Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposures representing more than
50% of the total LC Exposure) demanding the deposit of cash collateral pursuant
to this subsection, such Borrower shall deposit in its Cash Collateral Account
an amount in cash equal to its LC Exposure as of such date plus any accrued and
unpaid interest thereon less any amounts held therein pursuant to paragraph (ii)
below; provided that the obligation to deposit such cash collateral will become
effective immediately, and such deposit will become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of
Default with respect to either Borrower described in clause (h) or (i) of
Article 7. Any amount so deposited (including any earnings thereon) will be
withdrawn from such Cash Collateral Account by the Administrative Agent

                                       31


and applied to pay LC Reimbursement Obligations of such Borrower as they become
due; provided that (x) if at any time all Events of Default have been cured or
waived, such amount (to the extent not theretofore so applied or required to be
held in such Cash Collateral Account pursuant to paragraph (ii) below) will be
returned to such Borrower upon its request and (y) if at any time the maturity
of the Loans has been accelerated, such amount (to the extent not theretofore so
applied or returned) will be applied to pay the Secured Obligations as provided
in the Security Agreement.

      (ii) No later than 30 days prior to the Revolving Maturity Date (or, if
such day is not a Business Day, the immediately preceding Business Day), each
Borrower shall deposit in its Cash Collateral Account an amount in cash equal to
the aggregate undrawn amount of all Letters of Credit outstanding on such date
for the account of such Borrower (other than any such Letter of Credit that must
by its terms, without any action by the LC Issuing Bank or any other Person,
expire prior to the Revolving Maturity Date) less any amounts held in its Cash
Collateral Account pursuant to paragraph (i) above. If (x) any Letter of Credit
is issued, renewed or extended within 30 days of the Revolving Maturity Date and
(y) the expiration date of such Letter of Credit (after giving effect to any
renewal or extension) could be later than the Revolving Maturity Date, the
Borrower shall, on the date of such issuance, renewal or extension, deposit in
its Cash Collateral Account an amount in cash equal to the aggregate undrawn
amount of such Letter of Credit. Any amounts deposited pursuant to this
paragraph (ii) (including any earnings thereon) will be withdrawn from such Cash
Collateral Account by the Administrative Agent and applied to pay LC
Reimbursement Obligations of such Borrower as they become due; provided that (x)
if at any time after the Revolving Maturity Date no Default shall have occurred
and be continuing, any such amount in excess of the LC Exposure of such Borrower
as of such date (to the extent not theretofore so applied) will be returned to
such Borrower upon its request and (y) if at any time the maturity of the Loans
has been accelerated, such amount (to the extent not theretofore so applied or
returned) will be applied to pay the Secured Obligations as provided in the
Security Agreement.

      Section 2.05. Funding of Revolving and Term Loans. (a) Each Lender making
a Term Loan or Revolving Loan hereunder shall wire the principal amount thereof
in immediately available funds, by 12:00 noon, New York City time, on the
proposed date of such Loan, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent shall make such funds available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York City and designated by the
Borrower in the applicable Borrowing Request; provided that Base Rate Revolving
Loans made to finance the reimbursement of an LC

                                       32


Disbursement as provided in Section 2.04(f) will be remitted by the
Administrative Agent to the LC Issuing Bank.

      (b) Unless the Administrative Agent receives notice from a Lender before
the proposed date of any Borrowing that such Lender will not make its share of
such Borrowing available to the Administrative Agent, the Administrative Agent
may assume that such Lender has made such share available on such date in
accordance with Section 2.05(a) and may, in reliance on such assumption, make a
corresponding amount available to the Borrower. In such event, if a Lender has
not in fact made its share of such Borrowing available to the Administrative
Agent, such Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the day such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to Base Rate Loans. If such Lender pays such amount
to the Administrative Agent, such amount shall constitute such Lender's Loan
included in such Borrowing.

      Section 2.06. Interest Elections. (a) Each Revolving Borrowing and Term
Borrowing initially shall be of the Interest Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Interest Type or, in
the case of a Eurodollar Borrowing, to continue such Borrowing for one or more
additional Interest Periods, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

      (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent thereof by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting that a Borrowing of the Interest Type resulting from such election be
made on the effective date of such election. Each such telephonic Interest
Election shall be irrevocable and shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Interest Election in a form
approved by the Administrative Agent and signed by the Borrower.

                                       33


      (c) Each telephonic and written Interest Election shall specify the
following information in compliance with Section 2.02 and subsection (e) of this
Section:

            (i) the Borrowing to which such Interest Election applies and, if
      different options are being elected with respect to different portions
      thereof, the portions thereof to be allocated to each resulting Borrowing
      (in which case the information to be specified pursuant to clauses (iii)
      and (iv) below shall be specified for each resulting Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be a Base Rate Borrowing
      or a Eurodollar Borrowing; and

            (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of
      "Interest Period".

If an Interest Election requests a Eurodollar Borrowing but does not specify an
Interest Period, the Borrower will be deemed to have selected an Interest Period
of one month's duration.

      (d) Promptly after it receives an Interest Election, the Administrative
Agent shall advise each Lender of the relevant Class as to the details thereof
and such Lender's portion of each resulting Borrowing.

      (e) If the Borrower fails to deliver a timely Interest Election with
respect to a Eurodollar Borrowing before the end of an Interest Period
applicable thereto, such Borrowing (unless repaid) will be converted to a Base
Rate Borrowing at the end of such Interest Period. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing, (i) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii)
each Eurodollar Borrowing (unless repaid) will be converted to a Base Rate
Borrowing at the end of the Interest Period applicable thereto on the date of
such notice.

      Section 2.07. Termination or Reduction of Commitments. (a) Unless
previously terminated, (i) the Term Commitments will (A) be permanently reduced,
immediately upon the making of any Term Loans at any time during the

                                       34


Term Loan Availability Period, by an amount equal to the aggregate principal
amount of such Term Loans and (B) to the extent then in existence, terminate on
the last day of the Term Loan Availability Period and (ii) the Revolving
Commitments will terminate on the Revolving Maturity Date.

      (b) Holdings may at any time terminate, or from time to time reduce, the
Commitments of any Class; provided that (i) the amount of each reduction of the
Commitments of any Class shall be an integral multiple of $100,000 but not less
than $500,000 and (ii) Holdings shall not terminate or reduce the Revolving
Commitments if, after giving effect thereto and to any concurrent prepayment of
Revolving Loans pursuant to Section 2.10, the total Revolving Exposures would
exceed the total Revolving Commitments.

      (c) Holdings shall notify the Administrative Agent of any election to
terminate or reduce the Commitments under Section 2.07(b) at least three
Business Days before the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly after it
receives any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each notice delivered by Holdings pursuant to this Section
will be irrevocable; provided that any such notice terminating the Revolving
Commitments may state that it is conditioned on the effectiveness of other
credit facilities, in which case such notice may be revoked by Holdings (by
notice to the Administrative Agent on or before the specified effective date) if
such condition is not satisfied. Any termination or reduction of the Commitments
of any Class will be permanent and will be made ratably among the Lenders in
accordance with their respective Commitments of such Class.

      Section 2.08. Payment at Maturity; Evidence of Debt. (a) Each Borrower
unconditionally promises to pay to the Administrative Agent (i) on the Revolving
Maturity Date, for the account of each Revolving Lender, the then unpaid
principal amount of such Lender's Revolving Loans to such Borrower, and (ii) on
the Term Loan Maturity Date, for the account of each Term Lender, the then
unpaid principal amount of such Lender's Term Loans to such Borrower.

      (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrowers to such Lender
resulting from each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time.

      (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Borrower with respect
thereto, the Class and Interest Type thereof and each Interest Period (if any)
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and
(iii)

                                       35


the amount of any sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender's share thereof.

      (d) The entries made in the accounts maintained pursuant to subsections
(b) and (c) of this Section shall, absent manifest error, be prima facie
evidence of the existence and amounts of the obligations recorded therein;
provided that any failure by any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not affect the Borrower's obligation to
repay the Loans in accordance with the terms of this Agreement.

      (e) Any Lender may request that Loans of any Class made by it to any
Borrower be evidenced by a promissory note. In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

      Section 2.09. Scheduled Amortization of Term Loans. (a) Subject to
adjustment pursuant to Section 2.09(b), the Borrowers shall repay Term Loans on
December 31, 2005 and on the last day of each March, June, September and
December thereafter to and including (i) if the Term Loan Extension Condition
shall have been satisfied, December 31, 2009, in each case in an aggregate
principal amount of $1,390,000 and (ii) if the Term Loan Extension Condition
shall not have been satisfied, December 31, 2008, in each case in an aggregate
principal amount of $1,780,000. On the Term Loan Maturity Date, the Borrowers
shall repay the principal amount of the Term Loans then outstanding.

      (b) Any prepayment of Term Loans will be applied to reduce the subsequent
scheduled repayments of the Term Loans to be made pursuant to this Section (x)
if such prepayment is a mandatory prepayment pursuant to Section 2.10(d), in
inverse order of maturity, and (y) if such prepayment is a voluntary prepayment
pursuant to Section 2.10(a) or a mandatory prepayment pursuant to Section
2.10(b) or (c), ratably. If the aggregate amount of the Term Loans made during
the Term Loan Availability Period is less than the initial aggregate amount of
the Term Commitments, the scheduled repayments of the Term Loans shall be
reduced ratably to an aggregate amount equal to the aggregate amount of Term
Loans actually made.

      (c) Before any repayment of Term Loans pursuant to this Section, the
Borrowers shall select the Borrowing or Borrowings to be repaid and shall notify

                                       36


the Administrative Agent by telephone (confirmed by telecopy) of such selection
not later than 11:00 a.m., New York City time, three Business Days before the
scheduled date of such repayment. Each such repayment of a Borrowing shall be
applied ratably to the Loans included in such Borrowing and shall be accompanied
by accrued interest on the amount repaid.

      Section 2.10. Optional and Mandatory Prepayments. (a) Optional
Prepayments. Each Borrower will have the right at any time to prepay any of its
Borrowings in whole or in part, in a minimum amount of $500,000 or any larger
increment of $100,000, subject to the provisions of this Section. Any such
prepayment of Term Borrowings will be applied to reduce the subsequent scheduled
repayments of the Term Loans as provided in Section 2.09(b).

      (b) Asset Dispositions and Casualty Events. Within four Business Days
after any Net Proceeds are received by or on behalf of Holdings or any
Subsidiary in respect of any Asset Disposition or Casualty Event, the Borrowers
shall prepay Term Borrowings in an aggregate amount equal to such Net Proceeds;
provided that, if Holdings shall deliver to the Administrative Agent a
certificate of an Authorized Officer to the effect that (i) the Company or the
applicable Subsidiary intends to apply the Net Proceeds from such Asset
Disposition or Casualty Event (or a portion thereof specified in such
certificate), within 180 days after receipt of such Net Proceeds, to (A) in the
case of an Asset Disposition, acquire real property, equipment or other tangible
assets to be used in the business of the Company or such Subsidiary or (B) in
the case of a Casualty Event, repair, restore or replace the property with
respect to which such Net Proceeds were received, (ii) any property so acquired
will be included in the Collateral at least to the extent that the property
disposed of or replaced was included therein and (iii) no Default has occurred
and is continuing, then no prepayment will be required pursuant to this
subsection in respect of such Net Proceeds (or the portion of such Net Proceeds
specified in such certificate, if applicable), except that, if any such Net
Proceeds have not been so applied by the end of such 180-day period, a
prepayment will be required at that time in an amount equal to the amount of
such Net Proceeds that have not been so applied. However, Holdings will not be
entitled to make elections pursuant to the immediately preceding proviso with
respect to Net Proceeds from Asset Dispositions aggregating more than $5,000,000
in any Fiscal Year.

      (c) Debt Incurrences. Within four Business Days after any Net Proceeds are
received by or on behalf of Holdings or any Subsidiary in respect of any Debt
Incurrence, the Borrower shall prepay Term Borrowings in an aggregate amount
equal to such Net Proceeds.

      (d) Equity Issuances. Within four Business Days after any Net Proceeds are
received by or on behalf of Holdings or any Subsidiary in respect of

                                       37


any Specified Equity Issuance, the Borrowers shall prepay Term Borrowings in an
aggregate amount equal to 25% of such Net Proceeds.

      (e) Allocation of Prepayments. Before any optional or mandatory prepayment
of Borrowings hereunder, the Borrowers shall, subject to Section 2.09(b), select
the Borrowing or Borrowings to be prepaid and shall specify such selection in
the notice of such prepayment pursuant to Section 2.10(h).

      (f) Partial Prepayments. Each partial prepayment of a Borrowing shall be
in an amount that would be permitted under Section 2.02(b) for a Borrowing of
the same Interest Type, except as needed to apply fully the required amount of a
mandatory prepayment. Each partial prepayment of a Borrowing shall be applied
ratably to the Loans included in such Borrowing.

      (g) Accrued Interest. Each prepayment of a Borrowing shall be accompanied
by accrued interest to the extent required by Section 2.12.

      (h) Notice of Prepayments. The Borrower shall notify the Administrative
Agent by telephone (confirmed by telecopy) of any prepayment of any Borrowing
hereunder (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of prepayment and (ii)
in the case of a Base Rate Borrowing, not later than 11:00 a.m., New York City
time, one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that, if a notice of optional prepayment is given in connection with a
conditional notice of termination of the Revolving Commitments as contemplated
by Section 2.07(c), then such notice of prepayment may be revoked if such notice
of termination is revoked in accordance with Section 2.07(c). Promptly after it
receives any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof.

      Section 2.11. Fees. (a) The Borrowers shall pay to the Administrative
Agent for the account of each Revolving Lender a commitment fee, which shall
accrue at the Applicable Rate on the average daily unused amount of the
Revolving Commitment of such Lender during the period from the Effective Date to
the date on which such Revolving Commitment terminates. Accrued commitment fees
will be payable in arrears on the last day of March, June, September and
December of each year and the day when the Revolving Commitments terminate,
commencing on the first such day to occur after the date hereof. All commitment
fees will be computed on the basis of a year of 360 days and will be payable for
the actual number of days elapsed (including the first day but excluding the
last day). For purposes of computing commitment fees, a

                                       38


Lender's Revolving Commitment will be deemed to be used to the extent of its
outstanding Revolving Loans and LC Exposure.

      (b) Each Borrower shall pay (i) to the Administrative Agent for the
account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue for each day, at the
Applicable Rate that applies to Eurodollar Revolving Loans, on the amount of
such Lender's LC Exposure to such Borrower (excluding any portion thereof
attributable to unreimbursed LC Disbursements) on such day, during the period
from the Effective Date to the later of the date on which such Lender's
Revolving Commitment terminates and the date on which such Lender ceases to have
any LC Exposure to such Borrower, and (ii) to the LC Issuing Bank a fronting
fee, which shall accrue at the rate or rates per annum specified in the Fee
Letter on the average daily amount of the LC Exposure to such Borrower
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from the Effective Date to the later of the date on which the
Revolving Commitments terminate and the date on which there ceases to be any LC
Exposure to such Borrower, as well as the LC Issuing Bank's standard fees with
respect to issuing, amending, renewing or extending any Letter of Credit for the
account of such Borrower or processing drawings thereunder. Participation fees
and fronting fees accrued through the last day of March, June, September and
December of each year will be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees accrued to the date on which the Revolving
Commitments terminate will be payable on such date, and any such fees accruing
after such date will be payable on demand. Any other fees payable to the LC
Issuing Bank pursuant to this subsection will be payable within 10 days after
demand. All such participation fees and fronting fees will be computed on the
basis of a year of 360 days and will be payable for the actual number of days
elapsed (including the first day but excluding the last day).

      (c) The Borrowers shall pay to the Administrative Agent for the account of
each Lender an upfront fee, which shall be payable on the Effective Date, in an
amount equal to 0.25% of the sum of such Lender's Revolving Exposures,
outstanding Term Loans and unused Commitments on such date.

      (d) The Borrowers shall pay to each Person entitled thereto the other fees
described in the Fee Letter in the amounts and at the times specified therein.

      (e) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Person
entitled thereto) for distribution, in the case of commitment fees,
participation fees and upfront fees, to the Lenders entitled thereto. Fees paid
shall not be

                                       39


refundable under any circumstances. The Borrowers will be jointly and severally
liable for the fees under subsections (a), (c) and (d).

      Section 2.12. Interest. (a) The Base Rate Loans shall bear interest for
each day at the Alternate Base Rate plus the Applicable Rate.

      (b) The Loans comprising each Eurodollar Borrowing shall bear interest for
each Interest Period in effect for such Borrowing at the Adjusted LIBO Rate for
such Interest Period plus the Applicable Rate.

      (c) Notwithstanding the foregoing, if any principal of or interest on any
Loan or any fee or other amount payable by any Borrower hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding subsections
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to Base Rate Loans.

      (d) Interest accrued on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments; provided that (i) interest accrued
pursuant to Section 2.12(c) shall be payable on demand, (ii) upon any repayment
of any Loan (except a prepayment of a Base Rate Revolving Loan before the end of
the Revolving Availability Period), interest accrued on the principal amount
repaid shall be payable on the date of such repayment and (iii) upon any
conversion of a Eurodollar Loan before the end of the current Interest Period
therefor, interest accrued on such Loan shall be payable on the effective date
of such conversion.

      (e) All interest hereunder will be computed on the basis of a year of 360
days, except that interest computed by reference to the Alternate Base Rate at
times when the Alternate Base Rate is based on the Prime Rate will be computed
on the basis of a year of 365 days (or 366 days in a leap year), and in each
case will be payable for the actual number of days elapsed (including the first
day but excluding the last day). Each applicable Alternate Base Rate or Adjusted
LIBO Rate shall be determined by the Administrative Agent, and its determination
thereof will be conclusive absent manifest error.

      Section 2.13. Alternate Rate of Interest. If before the beginning of any
Interest Period for a Eurodollar Borrowing:

            (i) the Administrative Agent determines (which determination will be
      conclusive absent manifest error) that adequate and reasonable

                                       40


      means do not exist for ascertaining the Adjusted LIBO Rate for such
      Interest Period; or

            (ii) Lenders whose Loans to be included in such Borrowing aggregate
      more than 50% thereof advise the Administrative Agent that the Adjusted
      LIBO Rate for such Interest Period will not adequately and fairly reflect
      the cost to such Lenders of making or maintaining such Loans for such
      Interest Period;

then the Administrative Agent shall give notice thereof to Holdings and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies Holdings and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election that requests the conversion of any Borrowing to, or continuation of
any Borrowing as, a Eurodollar Borrowing will be ineffective and (ii) if any
Borrowing Request requests a Eurodollar Borrowing, such Borrowing will be made
as a Base Rate Borrowing.

      Section 2.14. Increased Costs. (a) If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      reflected in the Adjusted LIBO Rate) or the LC Issuing Bank; or

            (ii) impose on any Lender or the LC Issuing Bank or the London
      interbank market any other condition affecting this Agreement or
      Eurodollar Loans made by such Lender or any Letter of Credit or
      participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make Eurodollar Loans) or to increase the cost to such Lender or
the LC Issuing Bank of participating in, issuing or maintaining any Letter of
Credit or to reduce any amount received or receivable by such Lender or the LC
Issuing Bank hereunder (whether of principal, interest or otherwise) (excluding,
for purposes of this Section 2.14, any such increased costs resulting from (x)
Taxes or Other Taxes (as to which Section 2.16 shall govern) and (y) changes in
the application, rate or basis of taxation of overall net income or overall
gross income by the United States, or by the State or foreign jurisdiction under
the laws of which such Lender or the LC Issuing Bank is organized or has its
applicable lending office, or any political subdivision thereof), then the
relevant Borrower shall pay to such Lender or the LC Issuing Bank, as the case
may be, such additional amount or

                                       41


amounts as will compensate it for such additional cost incurred or reduction
suffered.

      (b) If any Lender or the LC Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the LC Issuing Bank's capital or on the capital of
such Lender's or the LC Issuing Bank's holding company, if any, as a consequence
of this Agreement or the Loans made by, or participations in Letters of Credit
held by, such Lender, or the Letters of Credit issued by the LC Issuing Bank, to
a level below that which such Lender or the LC Issuing Bank or such Lender's or
the LC Issuing Bank's holding company could have achieved but for such Change in
Law (taking into consideration such Lender's or the LC Issuing Bank's policies
and the policies of such Lender's or the LC Issuing Bank's holding company with
respect to capital adequacy), then from time to time the relevant Borrower shall
pay to such Lender or the LC Issuing Bank, as the case may be, such additional
amount or amounts as will compensate it or its holding company for any such
reduction suffered.

      (c) A certificate of a Lender or the LC Issuing Bank setting forth the
amount or amounts necessary to compensate it or its holding company, as the case
may be, as specified in subsection (a) or (b) of this Section shall be delivered
to Holdings and shall be conclusive absent manifest error. The relevant Borrower
shall pay such Lender or the LC Issuing Bank, as the case may be, the amount
shown as due on any such certificate within 10 days after receipt thereof.

      (d) Failure or delay by any Lender or the LC Issuing Bank to demand
compensation pursuant to this Section will not constitute a waiver of its right
to demand such compensation; provided that the Borrowers will not be required to
compensate a Lender or the LC Issuing Bank pursuant to this Section for any
increased cost or reduction incurred more than 270 days before it notifies
Holdings of the Change in Law giving rise to such increased cost or reduction
and of its intention to claim compensation therefor. However, if the Change in
Law giving rise to such increased cost or reduction is retroactive, then the
270-day period referred to above will be extended to include the period of
retroactive effect thereof.

      Section 2.15. Break Funding Payments. If (a) any principal of any
Eurodollar Loan is repaid on a day other than the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (b) any
Eurodollar Loan is converted on a day other than the last day of an Interest
Period applicable thereto or (c) a Borrower fails to borrow, convert, continue
or prepay any Revolving Loan or Term Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.10(h) and is revoked in accordance therewith), then the relevant
Borrower shall

                                       42


compensate each Lender for its loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, such loss, cost and expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest that would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the end of the then current Interest Period therefor (or, in
the case of a failure to borrow, convert or continue, the Interest Period that
would have begun on the date of such failure), over (ii) the amount of interest
that would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the beginning of such period, for
dollar deposits of a comparable amount and period from other banks in the
eurodollar market. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to Holdings and shall be conclusive absent manifest error. The
relevant Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

      Section 2.16. Taxes. (a) All payments by the Borrowers under the Loan
Documents shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that, if a Borrower shall be required
to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the
sum payable will be increased as necessary so that, after all required
deductions (including deductions applicable to additional sums payable under
this Section) are made, each relevant Lender Party receives an amount equal to
the sum it would have received had no such deductions been made, (ii) such
Borrower shall make such deductions and (iii) such Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

      (b) In addition, the Borrowers shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

      (c) Each Borrower shall indemnify each Lender Party, within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by such Lender Party with respect to any payment by or obligation of
such Borrower under the Loan Documents (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority, provided that the Borrowers shall not be required to indemnify any
Lender Party for any penalties or interest that would not have been imposed but
for the failure of such Lender Party to pay such Indemnified Taxes or Other
Taxes within 180 days of the later of (x) the due date thereof and (y) the date
on which such Lender Party became aware of the obligation to pay such
Indemnified Taxes

                                       43


or Other Taxes. A certificate as to the amount of any such payment delivered to
Holdings by a Lender Party on its own behalf, or by the Administrative Agent on
behalf of a Lender Party, shall be conclusive absent manifest error.

      (d) As soon as practicable after a Borrower pays any Indemnified Taxes or
Other Taxes to a Governmental Authority, such Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

      (e) Each Foreign Lender shall deliver to Holdings and the Administrative
Agent (in such number of copies as shall be reasonably requested by the
recipient) on the date on which such Foreign Lender becomes a Lender hereunder
(and from time to time thereafter upon the reasonable request of Holdings or the
Administrative Agent), whichever of the following is applicable: (i) duly
completed copies of Internal Revenue Service Form W-8BEN (or any subsequent
versions thereof or successors thereto), claiming eligibility for benefits of an
income tax treaty to which the United States is a party, (ii) duly completed
copies of Internal Revenue Service Form W-8ECI (or any subsequent versions
thereof or successors thereto), (iii) in the case of a Foreign Lender claiming
the benefits of the exemption for portfolio interest under section 871(h) or
881(c) of the Internal Revenue Code, (x) a certificate to the effect that such
Foreign Lender is not (A) a "bank" within the meaning of section 881(c)(3)(A) of
the Internal Revenue Code, (B) a "10 percent shareholder" of a Borrower within
the meaning of section 871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code,
or (C) a "controlled foreign corporation" described in section 881(c)(3)(C) of
the Internal Revenue Code and (y) duly completed copies of Internal Revenue
Service Form W-8BEN (or any subsequent versions thereof or successors thereto)
or (iv) any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable law to permit the relevant Borrower to determine the withholding or
deduction required to be made. In addition, in each of the foregoing
circumstances, each Foreign Lender shall deliver such forms promptly upon the
obsolescence, expiration, or invalidity of any form previously delivered by such
Foreign Lender. Each Foreign Lender shall promptly notify Holdings at any time
it determines that it is no longer in a position to provide any previously
delivered certificate to Holdings (or any other form of certification adopted by
the United States or other taxing authorities for such purpose). In addition,
each Lender that is not a Foreign Lender shall deliver to Holdings and the
Administrative Agent two copies of Internal Revenue Service Form W-9 (or any
subsequent versions thereof or successors thereto) on or before the date such
Lender becomes a party and upon the expiration of any form previously delivered
by such Lender. Notwithstanding

                                       44


any other provision of this paragraph, a Lender shall not be required to deliver
any form pursuant to this paragraph that such Lender is not legally able to
deliver.

      (f) If the Administrative Agent or a Lender receives a refund of any
Indemnified Taxes or Other Taxes as to which it has been indemnified by a
Borrower or with respect to which a Borrower has paid additional amounts
pursuant to this Section 2.16, it shall pay over such refund to such Borrower
(but only to the extent of indemnity payments made, or additional amounts paid,
by such Borrower under this Section 2.16 with respect to the Indemnified Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent or such Lender (including any Taxes imposed with
respect to such refund) as is determined by the Administrative Agent or such
Lender in good faith and in its sole discretion, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided that such Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay as soon as reasonably
practicable the amount paid over to such Borrower (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.
This Section 2.16(f) shall not require the Administrative Agent or any Lender to
make available its Tax returns (or any other information relating to its Taxes
which it deems confidential) to any Borrower or any other Person.

      Section 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a) The Borrowers shall make each payment under the Loan Documents (whether of
principal, interest or fees, or reimbursement of LC Disbursements, or amounts
payable under Section 2.14, 2.15 or 2.16 or otherwise) before the time expressly
required under the relevant Loan Document for such payment (or, if no such time
is expressly required, before 12:00 noon, New York City time), on the date when
due, in immediately available funds, without set-off or counterclaim. Any amount
received after such time on any day may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 270 Park Avenue, New York, New York,
except payments to be made directly to the LC Issuing Bank as expressly provided
herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03
shall be made directly to the Persons entitled thereto and payments pursuant to
other Loan Documents shall be made to the Persons specified therein. The
Administrative Agent shall distribute any such payment received by it for the
account of any other Person to the appropriate recipient promptly after receipt
thereof. If any payment under any Loan Document shall be due on a day that is
not a Business Day, the date for payment will be extended to the next succeeding
Business Day and, if such payment accrues interest, interest

                                       45


thereon will be payable for the period of such extension. All payments under
each Loan Document shall be made in dollars.

      (b) If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, to pay interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, to pay principal and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.

      (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or any of its participations in LC Disbursements
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans and participations in LC Disbursements of other
Lenders to the extent necessary so that the benefit of all such payments shall
be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Loans and participations
in LC Disbursements; provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this subsection
shall not apply to any payment made by a Borrower pursuant to and in accordance
with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or participations in LC Disbursements to any assignee or participant,
other than to a Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this subsection shall apply). Each Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.

      (d) Unless, before the date on which any payment is due to the
Administrative Agent for the account of one or more Lender Parties hereunder,
the Administrative Agent receives from the relevant Borrower notice that such
Borrower will not make such payment, the Administrative Agent may assume that

                                       46


such Borrower has made such payment on such date in accordance herewith and may,
in reliance on such assumption, distribute to each relevant Lender Party the
amount due to it. In such event, if the relevant Borrower has not in fact made
such payment, each Lender Party severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender Party with
interest thereon, for each day from and including the day such amount is
distributed to it to but excluding the day it repays the Administrative Agent,
at the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

      (e) If any Lender fails to make any payment required to be made by it
pursuant to 2.04(e), 2.04(f), 2.05(b), 2.17(d) or 9.03(c), the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender's obligations under such Sections
until all such unsatisfied obligations are fully paid.

      Section 2.18. Lender's Obligation to Mitigate; Replacement of Lenders. If
any Lender requests compensation under Section 2.14, or if any Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the
future, (ii) would not subject such Lender to any unreimbursed cost or expense
and (iii) would not otherwise be disadvantageous to such Lender. The relevant
Borrower shall pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

      Each of Holdings and the Company represents and warrants to the Lender
Parties that:

      Section 3.01. Organization; Powers. Each DealerTrack Company is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where failures to do so, in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do

                                       47


business in, and is in good standing in, every jurisdiction where such
qualification is required.

      Section 3.02. Authorization; Enforceability. The Transactions to be
entered into by each DealerTrack Company are within its corporate powers and
have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by each
of Holdings and the Company and constitutes, and each other Loan Document to
which any Credit Party is to be a party, when executed and delivered by such
Credit Party, will constitute, a legal, valid and binding obligation of
Holdings, the Company or such Credit Party, as the case may be, in each case
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting creditors'
rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.

      Section 3.03. Governmental Approvals; No Conflicts. The Transactions (a)
do not require any consent or approval of, registration or filing with, or other
action by, any Governmental Authority, except (i) such as have been obtained or
made and are in full force and effect and (ii) filings necessary to perfect the
Transaction Liens, (b) will not violate any applicable law or regulation or the
charter, by-laws or other organizational documents of any DealerTrack Company or
any order of any Governmental Authority, (c) will not violate or result in a
default under any indenture, agreement or other instrument binding upon any
DealerTrack Company or any of its properties, or give rise to a right thereunder
to require any DealerTrack Company to make any payment and (d) will not result
in the creation or imposition of any Lien (other than the Transaction Liens) on
any property of any DealerTrack Company.

      Section 3.04. Financial Statements; No Material Adverse Change. (a)
Holdings has heretofore furnished to the Lenders (i) its consolidated balance
sheet as of December 31, 2003 and the related consolidated statements of income,
stockholders' equity and cash flows for the Fiscal Year then ended, reported on
by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its
unaudited consolidated balance sheet as of December 31, 2004 and the related
consolidated statements of income, stockholders' equity and cash flows for the
Fiscal Year then ended, all certified by the Chief Financial Officer (other than
with respect to the possibility of non-cash charges relating to stock option
compensation expenses). Such financial statements present fairly, in all
material respects, the financial position of Holdings and its consolidated
Subsidiaries as of such dates and their results of operations and cash flows for
such periods in accordance with GAAP, subject to normal year-end adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above.

                                       48


      (b) Holdings has heretofore furnished to the Lenders its unaudited pro
forma consolidated statement of income for the Fiscal Year ended December 31,
2004, prepared giving effect to the Proposed Acquisitions as if the Proposed
Acquisitions had occurred on the first day of such Fiscal Year. Such pro forma
consolidated statement of income (i) has been prepared in good faith based on
assumptions believed by Holdings and the Company to be reasonable, (ii) is based
on the best information available to Holdings and the Company after due inquiry,
and (iii) to the knowledge of Holdings and the Company, (A) accurately reflects
all adjustments necessary to give effect to the Proposed Acquisitions and (B)
presents fairly, in all material respects, the pro forma results of operations
of Holdings and its consolidated Subsidiaries for the Fiscal Year ended December
31, 2004 as if the Proposed Acquisitions had occurred on the first day thereof.

      (c) None of the DealerTrack Companies has as of the Effective Date (after
giving effect to the Transactions consummated prior to or to be consummated on
such date) any material contingent liabilities, unusual long-term commitments or
unrealized losses, except as disclosed in the financial statements referred to
above or the notes thereto or on Schedule 3.04(c).

      (d) Since December 31, 2003, no event, development or circumstance has
occurred that has had or could reasonably be expected to have a material adverse
change on the business, operations, assets, property, condition (financial or
otherwise) or prospects of the DealerTrack Companies, taken as a whole.

      Section 3.05. Properties. (a) Each DealerTrack Company has good title to,
or valid leasehold interests in, all real and personal property material to its
business, except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

      (b) Each DealerTrack Company owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its
business, and the use thereof by the DealerTrack Companies does not infringe
upon the rights of any other Person, except for infringements that, in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

      (c) Schedule 3.05 sets forth the correct address and a brief description
of each real property that is owned or leased by Holdings or any Subsidiary as
of the Effective Date.

      Section 3.06. Litigation and Environmental Matters. (a) Except for the
Disclosed Matters, there are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of

                                       49


Holdings or the Company, threatened against or affecting any DealerTrack Company
(i) as to which there is a reasonable possibility of adverse determinations
that, in the aggregate, could reasonably be expected to result in a Material
Adverse Effect or (ii) that involve any of the Loan Documents or the Financing
Transactions.

      (b) Except for the Disclosed Matters and except for other matters that, in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, no DealerTrack Company (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) is subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any reasonable basis for any
Environmental Liability.

      (c) Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

      Section 3.07. Compliance with Laws and Agreements. Each DealerTrack
Company is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding on it or its property, except where
failures to do so, in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect. No Default has occurred and is continuing.

      Section 3.08. Investment and Holding Company Status. No DealerTrack
Company is (a) an "investment company" as defined in, or subject to regulation
under, the Investment Company Act or (b) a "holding company" or "subsidiary
company" of a holding company as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

      Section 3.09. Taxes. Each DealerTrack Company has timely filed or caused
to be filed all Tax returns and reports required to have been filed by it and
has paid or caused to be paid all Taxes required to have been paid by it, except
(a) any Taxes that are being contested in good faith by appropriate proceedings
and for which the relevant DealerTrack Company has set aside on its books
adequate reserves or (b) to the extent that failures to do so, in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

      Section 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. Based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87, (i) with respect to each

                                       50


Plan, the present value of the accumulated benefit obligations thereunder did
not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $2,000,000 the fair market value of the assets
thereof, and (ii) with respect to all underfunded Plans in the aggregate, the
present value of all the accumulated benefit obligations thereunder did not, as
of such date, exceed by more than $5,000,000 the fair market value of all the
assets thereof.

      Section 3.11. Disclosure. Holdings and the Company have disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
any DealerTrack Company is subject, and all other matters known to any of them
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. None of the reports, financial statements,
certificates or other information furnished by or on behalf of any Credit Party
to the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or any other Loan Document or delivered hereunder or thereunder,
as modified or supplemented by other information so furnished, contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, Holdings and the Company represent only that such information was
prepared in good faith based on assumptions believed to be reasonable at the
time.

      Section 3.12. Subsidiaries. Holdings does not have any subsidiaries other
than the Company and the other Subsidiaries. Schedule 3.12 sets forth, as of the
Effective Date, (a) the name of, and the ownership interest of Holdings in, the
Company and each of its other Subsidiaries and identifies each Subsidiary that
is a Guarantor and (b) the name of each holder of preferred stock or any other
preferred Equity Interest in Holdings and the amount and type of such Equity
Interests held by it. The Company and the other Subsidiaries are, and (except as
otherwise permitted under Section 6.04 or 6.05) will at all times be, fully
consolidated in Holdings' consolidated financial statements.

      Section 3.13. Insurance. Schedule 3.13 sets forth a description of all
insurance maintained by or on behalf of Holdings and the Subsidiaries as of the
Effective Date. As of the Effective Date, all premiums in respect of such
insurance have been paid. Each of Holdings and the Company believes that the
insurance maintained by or on behalf of Holdings and the Subsidiaries is
adequate.

      Section 3.14. Labor Matters. Except for such matters that, in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, (i) there are no strikes, lockouts or slowdowns against any DealerTrack
Company pending or, to the knowledge of Holdings or the Company, threatened,
(ii) the hours worked by and payments made to employees of the DealerTrack

                                       51


Companies have not violated the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters, (iii) all
payments due from any DealerTrack Company, or for which any claim may be made
against any DealerTrack Company, on account of wages and employee health and
welfare insurance and other benefits, have been paid or accrued as a liability
on the books of such DealerTrack Company and (iv) the consummation of the
Proposed Acquisitions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
by which any DealerTrack Company is (or will be, after the consummation of any
Proposed Acquisition) bound.

      Section 3.15. Solvency. Immediately after the consummation of the
Financing Transactions to occur on the Effective Date and after giving effect to
the application of the proceeds of each Loan to be made thereon, (a) the fair
value of the assets of each Subject Person, at a fair valuation, will exceed its
debts and liabilities, subordinated, contingent or otherwise; (b) the present
fair saleable value of the assets of each Subject Person will exceed the amount
that will be required to pay the probable liability of its debts and other
liabilities as they become absolute and matured; (c) each Subject Person will be
able to pay its debts and liabilities as they become absolute and matured; and
(d) no Subject Person will have unreasonably small capital with which to conduct
the business in which it is engaged as such business is now conducted and
proposed to be conducted after the Effective Date.

                                    ARTICLE 4
                                   CONDITIONS

      Section 4.01. Effective Date. The obligations of the Lenders to make
Loans and of the LC Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):

      (a) The Administrative Agent (or its counsel) shall have received from
each party hereto either (i) a counterpart of this Agreement signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page) that such
party has signed a counterpart of this Agreement.

      (b) The Administrative Agent shall have received a favorable written
opinion (addressed to the Administrative Agent, the LC Issuing Bank and the
Lenders and dated the Effective Date) of Latham & Watkins LLP, special counsel
for the Credit Parties, substantially in the form of Exhibit B, and covering
such other matters relating to the Credit Parties, the Loan Documents or the
Financing

                                       52


Transactions as the Required Lenders shall reasonably request. Each of Holdings
and the Company requests such counsel to deliver such opinion.

      (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of each Credit Party,
the authorization of the Financing Transactions and any other legal matters
relating to the Credit Parties, the Loan Documents or the Financing
Transactions, all in form and substance satisfactory to the Administrative Agent
and its counsel.

            (d) The Administrative Agent shall have received a certificate,
      dated the Effective Date and signed by an Authorized Officer of Holdings,
      confirming that, immediately before and immediately after giving effect to
      the occurrence of the Effective Date, (i) the representations and
      warranties of each Credit Party set forth in the Loan Documents shall be
      true on and as of the Effective Date and (ii) no Default shall have
      occurred and be continuing on such date.

            (e) The Credit Parties shall have paid all fees and other amounts
      due and payable to the Lender Parties on or before the Effective Date,
      including, to the extent invoiced, all out-of-pocket expenses (including
      fees, charges and disbursements of counsel) required to be reimbursed or
      paid by any Credit Party under the Loan Documents.

            (f) The Collateral and Guarantee Requirement shall have been
      satisfied and the Administrative Agent shall have received a completed
      Perfection Certificate dated the Effective Date and signed by an
      Authorized Officer of Holdings, together with all attachments contemplated
      thereby, including the results of searches of the Uniform Commercial Code
      (or equivalent) filings made with respect to the Credit Parties in the
      jurisdictions contemplated by the Perfection Certificate and copies of the
      financing statements (or similar documents) disclosed by such searches and
      evidence reasonably satisfactory to the Administrative Agent that the
      Liens indicated by such financing statements (or similar documents) are
      permitted by Section 6.02 or have been released.

            (g) The Administrative Agent shall have received evidence that all
      insurance required by Section 5.07 is in effect.

            (h) All consents and approvals required or, in the discretion of the
      Administrative Agent, advisable to be obtained from any Governmental
      Authority or any other Person in connection with the Financing
      Transactions or the continued operations of the DealerTrack Companies
      shall have been obtained and shall be in full force and effect.

                                       53


      (i) The Lenders shall have received the financial statements described in
Sections 3.04(a) and (b), and the pro forma consolidated statement of income
described in Section 3.04(b) shall be consistent in all material respects with
the forecasts and other information previously provided to the Lenders. After
giving effect to the Financing Transactions consummated prior to or to be
consummated on the Effective Date, no DealerTrack Company shall have outstanding
any preferred Equity Interests or any Debt, except (i) the preferred stock in
Holdings listed on Schedule 3.12 and (ii) Debt permitted by Section 6.01.

      (j) The Administrative Agent shall have received a solvency certificate,
in form and substance satisfactory to the Lenders, from the Chief Financial
Officer, with respect to the solvency of each of the Subject Persons after
giving effect to the Financing Transactions to occur on the Effective Date.

Promptly after the Effective Date occurs, the Administrative Agent shall notify
Holdings and the Lenders thereof, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the obligations of the Lenders to make
Loans and of the LC Issuing Bank to issue Letters of Credit shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) before 5:00 p.m., New York City time, on April 15,
2005 (and, if any such condition is not so satisfied or waived, the Commitments
shall terminate at such time).

      Section 4.02. Each Extension of Credit. The obligation of each Lender to
make a Loan on the occasion of any Borrowing and the obligation of the LC
Issuing Bank to issue, amend, renew or extend any Letter of Credit, are each
subject to receipt of the Borrower's request therefor in accordance herewith and
to the satisfaction of the following conditions:

      (a) The representations and warranties of each Credit Party set forth in
the Loan Documents shall be true on and as of the date of such Borrowing or the
date of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable.

      (b) Immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no
Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by Holdings
and the Company on the date thereof as to the matters specified in clauses (a)
and (b) of this Section.

                                       54


                                    ARTICLE 5
                              AFFIRMATIVE COVENANTS

      Until all the Commitments have expired or terminated and all Borrower Loan
Obligations have been paid in full and all Letters of Credit have expired or
been cancelled, each of Holdings and the Company covenants and agrees with the
Administrative Agent and the Lenders that:

      Section 5.01. Financial Statements and Other Information. Holdings will
furnish to the Administrative Agent and each Lender:

      (a) (i) (A) as soon as available and in no event later than May 15, 2005,
drafts of its audited consolidated balance sheet as of the end of the Fiscal
Year ended December 31, 2004 and the related statements of operations,
stockholders' equity and cash flows for such Fiscal Year, (B) as soon as
available and in no event later than the earlier of (I) the date on which it
files its initial registration statement for an IPO with the SEC and (II) June
30, 2005, its audited consolidated balance sheet as of the end of the Fiscal
Year ended December 31, 2004 and the related statements of operations,
stockholders' equity and cash flows for such Fiscal Year, and (ii) as soon as
available and in no event later than 120 days (or, if Holdings shall be subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, 90
days) after the end of each subsequent Fiscal Year, its audited consolidated
balance sheet as of the end of such Fiscal Year and the related statements of
operations, stockholders' equity and cash flows for such Fiscal Year, (x) in the
case of all of the financial statements described in clauses (i) and (ii) above,
setting forth in comparative form the figures for the previous Fiscal Year, (y)
in the case of the financial statements described in clauses (i)(B) and (ii)
above, all reported on by PricewaterhouseCoopers LLP or other independent public
accountants of recognized national standing (without a "going concern" or like
qualification or exception and without any qualification or exception as to the
scope of such audit) as presenting fairly in all material respects the financial
position, results of operations and cash flows of Holdings and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP and (z) in the case
of the financial statements described in clause (i) above, which do not contain
any material differences from the financial statements described in Section
3.04(a)(ii), except for non-cash charges relating to stock option compensation
expenses, normal year-end adjustments, reclassifications between income
statement line items and the absence of footnotes;

      (b) within 45 days after the end of each of the first three Fiscal
Quarters of each Fiscal Year, its consolidated balance sheet as of the end of
such Fiscal Quarter and the related statements of operations, stockholders'
equity and cash flows for such Fiscal Quarter and for the then elapsed portion
of such Fiscal Year, setting forth in each case in comparative form the figures
for the corresponding

                                       55


period or periods of (or, in the case of the balance sheet, as of the end of)
the previous Fiscal Year, all certified by the Chief Financial Officer as
presenting fairly in all material respects the financial position, results of
operations and cash flows of Holdings and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP, subject to normal year-end
adjustments and the absence of footnotes;

      (c) concurrently with each delivery of financial statements under clause
(a) or (b) above, a certificate of the Chief Financial Officer (i) certifying as
to whether a Default has occurred and is continuing and, if a Default has
occurred and is continuing, specifying the details thereof and any action taken
or proposed to be taken with respect thereto, (ii) setting forth reasonably
detailed calculations demonstrating compliance with Sections 6.12, 6.13 and 6.14
and (iii) stating whether any change in GAAP or in the application thereof has
occurred since the date of Holdings' most recent audited financial statements
referred to in Section 3.04 or delivered pursuant to this Section and, if any
such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;

      (d) unless Holdings shall be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, concurrently with each delivery of
financial statements under clause (a) above, (x) a certificate of the accounting
firm that reported on such financial statements stating whether during the
course of their examination of such financial statements they obtained knowledge
of any Default under or in respect of Section 6.12, 6.13 or 6.14 (which
certificate may be limited to the extent required by accounting rules or
guidelines) and (y) the certificate referred to in Section 5.03(b);

      (e) no later than 60 days after the beginning of each Fiscal Year, a
detailed consolidated budget for such Fiscal Year (including a projected
consolidated balance sheet and related statements of projected operations and
cash flows as of the end of and for such Fiscal Year and setting forth the
assumptions used in preparing such budget) and, promptly when available, any
significant revisions of such budget;

      (f) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by any
DealerTrack Company with the SEC, or any Governmental Authority succeeding to
any or all of the functions of the SEC, or with any national securities
exchange, or, after an IPO is consummated, distributed by Holdings to its
shareholders generally, as the case may be; and

      (g) promptly following any request therefor, such other information
(including unaudited consolidating financial statements) regarding the
operations,

                                       56


business affairs and financial condition of any DealerTrack Company, or
compliance with the terms of any Loan Document, as the Administrative Agent or
any Lender may reasonably request.

      Documents required to be delivered pursuant to Section 5.01(a), (b) or (f)
(to the extent such documents are included in materials filed with the SEC) may
be delivered by posting, or providing a link to, such documents on (i) the
Company's website on the Internet at the website address www.dealertrack.com or
(ii) an Internet or intranet website (including any commercial, third-party
website or any website sponsored by the Administrative Agent) to which each
Lender and the Administrative Agent have access (in which case such documents
shall be deemed to have been delivered on the later of the date of such posting
and the date of delivery of the related notice under clause (y) below); provided
that (x) Holdings shall deliver paper copies of such documents to any Person
entitled thereto that has so requested (which request will be effective until
such Person notifies Holdings in writing that it may cease delivering such paper
copies) and (y) Holdings shall notify the Administrative Agent and each Lender
(by telecopier or electronic mail) of the posting of any such documents and,
upon request, provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents.

      Section 5.02. Notice of Material Events. Holdings and the Company will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

      (a) the occurrence of any Default;

      (b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting any
DealerTrack Company or any Affiliate thereof that, if adversely determined,
could reasonably be expected to have a Material Adverse Effect;

      (c) the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liabilities of the DealerTrack Companies in an aggregate amount exceeding
$5,000,000; and

      (d) any other development that has had, or could reasonably be expected
have, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
the Chief Financial Officer or another executive officer of Holdings setting
forth the details of the event or development requiring such notice and any
action taken or proposed to be taken with respect thereto.

                                       57


      Section 5.03. Information Regarding Collateral. Holdings and the Company
will provide to the Administrative Agent at least 10 days' prior written notice
of (i) any change in any Credit Party's legal name or location (determined as
provided in UCC Section 9-307), or any Credit Party's identity or organizational
structure or Federal Taxpayer Identification Number or (ii) any Credit Party
becoming bound, as provided in UCC Section 9-203(d) or otherwise, by a security
agreement entered into by another Person. Holdings and the Company will not
effect or permit any change referred to in the preceding sentence unless (x) all
filings, registrations and recordations shall have been made under the Uniform
Commercial Code or otherwise, and all other actions shall have been taken, in
each case that are required so that such change will not at any time adversely
affect the validity, perfection or priority of any Transaction Lien on any of
the Collateral, and (y) unless otherwise agreed by the Required Lenders or all
of the Lenders if so required under Section 9.02, such action will not adversely
affect the perfection or priority of the Transaction Lien on any Collateral to
be owned by the Credit Parties after such action or the accuracy of any of the
representations and warranties in the Loan Documents relating to such
Collateral.

      Section 5.04. Existence; Conduct of Business. Each DealerTrack Company
will do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its legal existence and the rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks and trade names material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.03.

      Section 5.05. Payment of Obligations. Each DealerTrack Company will pay
its Debt and other obligations, including Tax liabilities, before the same shall
become delinquent or in default, except where (a) the validity or amount thereof
is being contested in good faith by appropriate proceedings, (b) the relevant
DealerTrack Company has set aside on its books adequate reserves with respect
thereto in accordance with GAAP, (c) such contest effectively suspends
collection of the contested obligation and the enforcement of any Lien securing
such obligation and (d) the failure to make payment pending such contest could
not reasonably be expected to result in a Material Adverse Effect.

      Section 5.06. Maintenance of Properties. Each DealerTrack Company will
maintain all property material to the conduct of its business in good working
order and condition, ordinary wear and tear excepted.

      Section 5.07. Insurance. (a) The DealerTrack Companies will maintain with
financially sound and reputable insurance companies selected by Holdings or the
applicable DealerTrack Company that customarily write insurance for the risks
covered thereby in the amounts contemplated thereby:

                                       58


            (i) fire and extended coverage insurance, on a replacement cost
      basis, with respect to all personal property and improvements to real
      property, in such amounts as are customarily maintained by companies in
      the same or similar business operating in the same or similar locations;

            (ii) commercial general liability insurance against claims for
      bodily injury, death or property damage occurring upon, about or in
      connection with the use of any properties owned, occupied or controlled by
      it, providing coverage on an occurrence basis with a combined single limit
      of at least $1,000,000 and including the broad form CGL endorsement;

            (iii) business interruption insurance, insuring against loss of
      gross earnings for a period of at least 12 months arising from any risks
      or occurrences required to be covered by insurance pursuant to clause (i)
      above; and

            (iv) such other insurance as may be required by law or as is usually
      carried by companies of established repute engaged in the same or similar
      business, owning similar properties, and located in the same general areas
      as the DealerTrack Companies.

Deductibles or self-insured retention shall not exceed $25,000 for fire and
extended coverage policies, $25,000 for commercial general liability policies or
seven days for business interruption policies.

      (b) Fire and extended coverage policies (and any policies required to be
maintained pursuant to subsection (c) of this Section) maintained with respect
to any Collateral shall be endorsed or otherwise amended to include (i) a
lenders' loss payable clause (regarding personal property) in favor of the
Administrative Agent and providing for losses thereunder to be payable to the
Administrative Agent or its designee as the sole or primary loss payee, (ii) a
provision to the effect that none of the Credit Parties, the Administrative
Agent nor any other Person shall be a coinsurer and (iii) such other provisions
as the Administrative Agent may reasonably require from time to time to protect
the interests of the Secured Parties. Commercial general liability policies
shall be endorsed to name the Administrative Agent as an additional insured.
Business interruption policies shall name the Administrative Agent as the sole
or primary loss payee. Unless otherwise agreed by the Administrative Agent with
respect to any such policy, each policy referred to in this subsection also
shall provide that it shall not be canceled, modified or not renewed (i) by
reason of nonpayment of premium except upon at least 10 days' prior written
notice thereof by the insurer to the Administrative Agent (giving the
Administrative Agent the right to cure defaults in the payment of premiums) or
(ii) for any other reason except upon at least 30

                                       59


days' prior written notice thereof by the insurer to the Administrative Agent.
Holdings or the Company shall deliver to the Administrative Agent, prior to the
cancellation, modification or nonrenewal of any policy referred to in this
subsection, a copy of a renewal or replacement policy (or other evidence of
renewal of a policy previously delivered to the Administrative Agent) together
with evidence satisfactory to the Administrative Agent of payment of the premium
therefor.

      Section 5.08. Casualty and Condemnation. Holdings (a) will furnish to the
Administrative Agent and the Lenders prompt written notice of any destruction of
or damage to (whether or not insured) any material portion of the Collateral or
the commencement of any action or proceeding for the taking of any Collateral or
any part thereof or interest therein under power of eminent domain or by
condemnation or similar proceeding and (b) will ensure that the Net Proceeds of
any such event (whether in the form of insurance proceeds, condemnation awards
or otherwise) are collected and applied in accordance with Section 2.10.

      Section 5.09. Proper Records; Rights to Inspect and Appraise. Each
DealerTrack Company will keep proper books of record and account in which
complete and correct entries are made of all transactions relating to its
business and activities. Each DealerTrack Company will permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.

      Section 5.10. Compliance with Laws. Each DealerTrack Company will comply
with all laws, rules, regulations and orders (including all Environmental Laws)
of any Governmental Authority applicable to it or its property, except where
failures to do so, in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.

      Section 5.11. Use of Proceeds and Letters of Credit. The proceeds of the
Term Loans will be used only to pay amounts payable as consideration for, and
fees and expenses payable in connection with, the Proposed Acquisitions. The
proceeds of the Revolving Loans and Letters of Credit will be used only for
general corporate purposes of Holdings and its Subsidiaries, including the
Proposed Acquisitions and other Permitted Acquisitions. No part of the proceeds
of any Loan will be used, directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Federal Reserve Board, including
Regulations G, U and X.

                                       60


      Section 5.12. Additional Subsidiaries. If any Subsidiary is formed or
acquired after the Effective Date, Holdings will, within three Business Days
after such Subsidiary is formed or acquired, notify the Administrative Agent and
the Lenders thereof and cause any Equity Interest in or Debt of such Subsidiary
owned by or on behalf of any Credit Party to be added to the Collateral (except
that the Credit Parties shall not be required to pledge more than 66% of the
outstanding voting Equity Interests in any Excluded Subsidiary). If such
Subsidiary is or subsequently becomes a wholly owned Subsidiary and is not an
Excluded Subsidiary (or if any Domestic Subsidiary ceases to be an Excluded
Subsidiary), and such Subsidiary is not prohibited by applicable law or
regulation from guaranteeing the Borrowers' obligations hereunder, Holdings
shall promptly cause the Collateral and Guarantee Requirement to be satisfied
with respect to such Subsidiary, whereupon such Subsidiary will become a
"Subsidiary Guarantor" and "Lien Grantor" for purposes of the Loan Documents.

      Section 5.13. Further Assurances. (a) Each DealerTrack Company will
execute and deliver any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the
filing and recording of financing statements and other documents), that may be
required under any applicable law, or that the Administrative Agent or the
Required Lenders may reasonably request, to cause the Collateral and Guarantee
Requirement to be and remain satisfied, all at the Holdings' expense. Holdings
will provide to the Administrative Agent, from time to time upon request,
evidence reasonably satisfactory to the Administrative Agent as to the
perfection and priority of the Transaction Liens created or intended to be
created by the Security Documents.

      (b) If any material assets are acquired by any Credit Party after the
Effective Date (other than (i) assets constituting Collateral that become
subject to Transaction Liens upon the acquisition thereof and (ii) any real
property or improvements thereto or any interest therein), Holdings will
promptly notify the Administrative Agent and the Lenders thereof, and, if
requested by the Administrative Agent or the Required Lenders, (x) cause such
assets to be subjected to a Transaction Lien securing the Secured Obligations
and (y) take, or cause the relevant Credit Party to take, any and all such
actions (including the actions described in Section 5.13(a)) as shall be
necessary or reasonably requested by the Administrative Agent to grant and
perfect or record such Transaction Lien, all at Holdings' expense.

                                       61


                                    ARTICLE 6
                               NEGATIVE COVENANTS

      Until all the Commitments have expired or terminated and all Borrower Loan
Obligations have been paid in full and all Letters of Credit have expired or
been cancelled, each of Holdings and the Company covenants and agrees with the
Administrative Agent and the Lenders that:

      Section 6.01. Debt; Certain Equity Securities. (a) No DealerTrack Company
will create, incur, assume or permit to exist any Debt, except:

            (i) Debt created under the Loan Documents;

            (ii) Debt existing on the date hereof and listed in Schedule 6.01,
      and extensions, renewals and replacements of any such Debt that do not
      increase the outstanding principal amount thereof or result in an earlier
      maturity date or decreased weighted average life thereof;

            (iii) Debt of any DealerTrack Company to any other DealerTrack
      Company;

            (iv) Guarantees by any DealerTrack Company of Debt of any other
      DealerTrack Company; provided that, if the Debt being Guaranteed is
      subordinated to any of the Secured Obligations, such Guarantee shall be
      subordinated to the related Secured Obligations on terms at least as
      favorable to the Lenders as those applicable to such Debt;

            (v) Debt of the Company or any other Subsidiary incurred to finance
      the acquisition, construction or improvement of any fixed or capital
      assets, including Capital Lease Obligations and any Debt assumed in
      connection with the acquisition of any such assets or secured by a Lien on
      any such assets before the acquisition thereof, and extensions, renewals
      and replacements of any such Debt that do not increase the outstanding
      principal amount thereof or result in an earlier maturity date or
      decreased weighted average life thereof; provided that (A) such Debt is
      incurred before or within 90 days after such acquisition or the completion
      of such construction or improvement and (B) the aggregate principal amount
      of Debt permitted by this clause shall not exceed $7,500,000 at any time
      outstanding;

            (vi) Debt of any Person that becomes a Subsidiary after the date
      hereof; provided that (A) such Debt exists at the time such Person becomes
      a Subsidiary and is not created in contemplation of or in connection with
      such Person becoming a Subsidiary and (B) the aggregate

                                       62


      principal amount of Debt permitted by this clause shall not exceed
      $3,000,000 at any time outstanding;

            (vii) obligations of the Company or any other Subsidiary to
      customers in respect of security deposits provided to the DealerTrack
      Companies in the ordinary course of their business and consistent with
      past practice;

            (viii) (A) unsecured obligations of any DealerTrack Company to pay
      any portion of the purchase price of any Permitted Acquisition which is
      contingent on (or calculated by reference to) the performance of the
      acquired Person; and (B) unsecured Debt of any DealerTrack Company to any
      seller of property acquired in a Permitted Acquisition, so long as,
      immediately before and after giving pro forma effect to such Permitted
      Acquisition and the creation or incurrence of such Debt, (x) no Default
      shall exist or would result therefrom, and (y) Holdings and the Company
      shall be in compliance with Sections 6.13 and 6.14, such compliance to be
      determined based on Holdings' consolidated financial statements referred
      to in Section 3.04(a)(ii) or most recently delivered pursuant to Section
      5.01(a) or (b) as though such Debt had been created or incurred (and the
      related Permitted Acquisition had been consummated) on the first day of
      the four Fiscal Quarter period covered thereby (any Debt permitted by this
      clause (viii)(B), "PERMITTED SELLER NOTES");

            (ix) obligations of any DealerTrack Company under Hedging Agreements
      permitted by Section 6.07;

            (x) unsecured Debt of Holdings or the Company that (A) is expressly
      subordinated to the prior payment in full in cash of the obligations of
      such Person under the Loan Documents on terms and conditions satisfactory
      to the Required Lenders, (B) will not mature, and has no scheduled
      amortization or payments of principal, prior to the date which is 91 days
      after the Term Loan Maturity Date, and (C) has covenant, default and
      remedy provisions no more restrictive, and mandatory prepayment,
      repurchase or redemption provisions not materially more onerous or
      expansive in scope, taken as a whole, than those set forth in the Loan
      Documents, in an aggregate principal amount not exceeding $5,000,000 at
      any time outstanding; provided that, immediately before and after giving
      pro forma effect to the creation, incurrence or assumption of any such
      Debt, Holdings and the Company shall be in compliance with Sections 6.13
      and 6.14, such compliance to be determined based on Holdings' consolidated
      financial statements referred to in Section 3.04(a)(ii) or most recently
      delivered pursuant to Section 5.01(a) or (b) as though such Debt had been
      created, incurred or assumed

                                       63


      on the first day of the four Fiscal Quarter period covered thereby (any
      Debt permitted by this clause (x), "PERMITTED SUBORDINATED DEBT");

            (xi) reimbursement obligations of any DealerTrack Company with
      respect to standby letters of credit issued in the ordinary course of
      business and having an aggregate face amount not exceeding $600,000;
      provided that any such obligations are reimbursed within 10 days after the
      drawing of the related letter of credit;

            (xii) obligations of any DealerTrack Company under Cash Management
      Agreements or otherwise in respect of netting services, overdraft
      protections and similar arrangements, in each case in connection with
      deposit accounts;

            (xiii) Debt of any DealerTrack Company under agreements relating to
      the financing of insurance premiums;

            (xiv) Debt of Foreign Subsidiaries in an aggregate principal amount
      not exceeding $10,000,000 at any time outstanding;

            (xv) other unsecured Debt in an aggregate principal amount not
      exceeding $5,000,000 at any time outstanding; and

            (xvi) unsecured Debt of any DealerTrack Company that will not
      mature, and has no scheduled amortization or payments of principal, prior
      to the date that is 91 days after the Term Loan Maturity Date (or, if the
      Term Loans have, at the time, been repaid in full, the Revolving Maturity
      Date), so long as, immediately before and after giving pro forma effect to
      the incurrence of such Debt, (x) no Default shall exist or would result
      therefrom, and (y) Holdings and the Company shall be in compliance with
      Sections 6.13 and 6.14, such compliance to be determined based on
      Holdings' consolidated financial statements referred to in Section
      3.04(a)(ii) or most recently delivered pursuant to Section 5.01(a) or (b)
      as though such Debt had been incurred on the first day of the four Fiscal
      Quarter period covered thereby;

provided that (x) Debt of a DealerTrack Company that is not a Credit Party to a
Credit Party (including Guarantees by a Credit Party of Debt of a DealerTrack
Company that is not a Credit Party) shall be subject to Section 6.04, and (y) no
Person that is an Excluded Subsidiary pursuant to clause (b) of the definition
thereof may incur any Debt or other obligations under any of the foregoing
clauses (i) through (xvi).

                                       64


      (b) No DealerTrack Company will issue any preferred stock or other
preferred Equity Interests, except for any such preferred stock or other
Preferred Equity Interests in Holdings that does not require any cash payment
(including any sinking fund or similar deposit) to be made thereon (whether as a
dividend or distribution thereon or on account of the purchase, redemption,
retirement, acquisition, cancellation or termination thereof or otherwise) until
a payment date that is 91 days after the Term Loan Maturity Date (or, if the
Term Loans have, at the time, been repaid in full, the date that is 91 days
after the date of such repayment in full).

      Section 6.02. Liens. No DealerTrack Company will create or permit to
exist any Lien on any property now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except:

            (i) Transaction Liens;

            (ii) Permitted Liens;

            (iii) any Lien on any property of the Company or any other
      Subsidiary existing on the date hereof and listed in Schedule 6.02;
      provided that (A) such Lien shall not apply to any other property of the
      Company or any other Subsidiary and (B) such Lien shall secure only those
      obligations which it secures on the date hereof and extensions, renewals
      and replacements thereof that do not increase the outstanding principal
      amount thereof;

            (iv) any Lien existing on any property before the acquisition
      thereof by the Company or any other Subsidiary or existing on any property
      of any Person that becomes a Subsidiary after the date hereof before the
      time such Person becomes a Subsidiary; provided that (A) such Lien is not
      created in contemplation of or in connection with such acquisition or such
      Person becoming a Subsidiary, as the case may be, (B) such Lien will not
      apply to any other property of the Company or any other Subsidiary and (C)
      such Lien will secure only those obligations which it secures on the date
      of such acquisition or the date such Person becomes a Subsidiary, as the
      case may be, and extensions, renewals and replacements thereof that do not
      increase the outstanding principal amount thereof;

            (v) Liens on fixed or capital assets acquired, constructed or
      improved by the Company or any other Subsidiary; provided that (A) the
      Debt secured by such Liens is permitted by Section 6.01(a)(v), (B) such
      Liens and the Debt secured thereby are incurred before or within 90 days

                                       65


      after such acquisition or the completion of such construction or
      improvement and (C) such Liens will not apply to any other property of the
      Company or any other Subsidiary;

            (vi) Liens that are contractual rights of set-off relating to (A)
      the establishment of depository relations with banks not given in
      connection with the incurrence of Debt and/or (B) pooled deposit or sweep
      accounts of any Credit Party to permit satisfaction of overdraft or
      similar obligations incurred in the ordinary course of business of the
      Credit Parties;

            (vii) Liens on cash or cash equivalents securing obligations
      permitted by Section 6.01(a)(xi); provided that the aggregate amount of
      cash and cash equivalents subject to such Liens shall not exceed 110% of
      the obligations secured thereby;

            (viii) licenses of intellectual property in the ordinary course of
      business; and

            (ix) Liens not otherwise permitted by the foregoing clauses (i)
      through (viii) securing Debt in an aggregate principal amount not
      exceeding $2,000,000 at any time outstanding.

      Section 6.03. Fundamental Changes. (a) No DealerTrack Company will merge
into or consolidate with any other Person, or liquidate or dissolve, or permit
any other Person to merge into or consolidate with it, except that, if at the
time thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing, (i) any Person (other than Holdings) may merge into
the Company in a transaction in which the Company is the surviving corporation,
(ii) any Person (other than Holdings and the Company) may merge into any
Subsidiary in a transaction in which the surviving entity is a Subsidiary and,
if any party to such merger is a Subsidiary Guarantor, is a Subsidiary Guarantor
and (iii) any Subsidiary (other than the Company) may liquidate or dissolve if
Holdings determines in good faith that such liquidation or dissolution is in the
best interests of the DealerTrack Companies and is not materially
disadvantageous to the Lenders; provided that, if any such merger involves a
Person that is not a wholly owned Subsidiary immediately before such merger,
such merger shall not be permitted unless also permitted by Section 6.04.

      (b) Neither the Company nor any other Subsidiary will engage to any
material extent in any business except businesses of the types conducted by the
Company and the other Subsidiaries on the date hereof and businesses reasonably
related thereto or to the automotive industry generally, provided that the
Company and the other Subsidiaries shall not engage in manufacturing.

                                       66


      (c) Holdings will not engage in any business or activity, and will not own
or acquire any assets or incur any liabilities, except activities integral to,
and assets or liabilities consisting of or integral to, (i) its ownership of all
the outstanding Equity Interests in the Company and its other Subsidiaries (or
any lesser amount thereof to the extent so permitted by Section 6.04 or 6.05),
(ii) Debt permitted by Section 6.01(a), Investments permitted by Section 6.04
(including with respect to Permitted Acquisitions), sales, transfers and
dispositions of assets permitted by Section 6.05, Hedging Agreements permitted
by Section 6.07 and Restricted Payments permitted by Section 6.08, (iii) its
Equity Interests (including sales and/or issuances thereof permitted hereunder),
(iv) its existence and compliance with law (including with respect to tax
liabilities), (v) its status as a public company or (vi) its management of
Holdings (including, without limitation, the management of its Subsidiaries);
provided, however, that in no event shall Holdings engage in product sales or
provide any licensing or subscription services.

      Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions.
No DealerTrack Company will purchase, hold or acquire (including pursuant to any
merger with any Person that was not a wholly owned Subsidiary before such
merger) any Equity Interest in or evidence of indebtedness or other security
(including any option, warrant or other right to acquire any of the foregoing)
of, make or permit to exist any loan or advance to, Guarantee any obligation of,
or make or permit to exist any investment or other interest in, any other
Person, or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person constituting a business unit (any
of the foregoing, an "INVESTMENT"), except:

      (a) Permitted Investments;

      (b) Investments existing on the date hereof and listed on Schedule 6.04;

      (c) Investments by the DealerTrack Companies in the Equity Interests in
their respective Subsidiaries; provided that any such Equity Interests held by
or on behalf of a Credit Party shall be pledged pursuant to the Security
Agreement as required by clause (b) of the definition of "Collateral and
Guarantee Requirement";

      (d) loans or advances permitted by Section 6.01(a)(iii);

      (e) Guarantees constituting Debt permitted by Section 6.01(a);

      (f) Investments received by any DealerTrack Company in connection with the
bankruptcy or reorganization of, or settlement of delinquent accounts and

                                       67


disputes with, customers and suppliers and vendors, in each case in the ordinary
course of business;

      (g) the purchase or other acquisition any DealerTrack Company (including
in any Proposed Acquisition) of all or substantially all of the property and
assets or business of any Person, or of assets constituting a business unit, a
line of business or division of any Person, or of all of the Equity Interests in
any Person that, upon the consummation of such purchase or acquisition, will be
owned directly by Holdings or one or more of its wholly owned Subsidiaries
(including as a result of a merger, amalgamation or consolidation) (any purchase
or other acquisition permitted by this subsection (g), a "PERMITTED
ACQUISITION"), including any Investments received by any DealerTrack Company in
connection therewith; provided that:

            (i) each DealerTrack Company (including any Subsidiaries created or
      acquired in connection with such purchase or acquisition) shall have
      complied with, or within the times specified therein shall comply with,
      Sections 5.12 and 5.13;

            (ii) such purchase or acquisition shall not be pursuant or related
      to or in connection with any hostile transaction;

            (iii) immediately before and immediately after giving pro forma
      effect to such purchase or acquisition (including any creation, incurred
      or assumed of Debt in connection therewith), (A) no Default shall have
      occurred and be continuing or would result therefrom, (B) the DealerTrack
      Companies shall be in compliance with Section 6.03(b) and (C) Holdings and
      the Company shall be in compliance with Sections 6.13 and 6.14, such
      compliance to be determined based on Holdings' consolidated financial
      statements referred to in Section 3.04(a)(ii) or most recently delivered
      pursuant to Section 5.01(a) or (b) as though such purchase or acquisition
      (and any creation, incurrence or assumption of Debt in connection
      therewith) had been consummated on the first day of the four Fiscal
      Quarter period covered thereby;

            (iv) Holdings shall have delivered to the Administrative Agent a
      certificate of the Chief Financial Officer, in form and substance
      reasonably satisfactory to the Administrative Agent, (A) certifying that
      all of the requirements specified in this subsection (g) have been
      satisfied and (B) setting forth reasonably detailed calculations
      demonstrating pro forma compliance with Sections 6.13 and 6.14;

                                       68


            (v) in the case of any Proposed Acquisition financed with the
      proceeds of Loans, such Proposed Acquisition is consummated substantially
      simultaneously with the Borrowing of such Loans; and

            (vi) if the aggregate consideration paid by the DealerTrack
      Companies in connection with such purchase or acquisition exceeds
      $5,000,000, the Lenders shall have received any information relating
      thereto as they have reasonably requested to demonstrate compliance with
      the foregoing clauses (i) through (v);

      (h) advances by the DealerTrack Companies to their suppliers or vendors in
the ordinary course of business; and

      (i) other Investments in an aggregate amount not exceeding $5,000,000 at
any time outstanding;

provided that the aggregate amount of Investments (whether existing on the
Effective Date or made thereafter) by Credit Parties in Persons that are not
Credit Parties (including (x) any consideration paid by Credit Parties in
connection with Permitted Acquisitions in respect of Equity Interests in (or
assets of) and (y) any Guarantees of obligations of, Persons that are not, and
will not be required to become, Credit Parties) shall not exceed $10,000,000 at
any time outstanding.

      Section 6.05. Asset Sales. No DealerTrack Company will sell, transfer,
lease or otherwise dispose of any property, including any Equity Interest owned
by it, nor will the Company or any other Subsidiary issue any additional Equity
Interest, except:

      (a) (i) sales, transfers and other dispositions of inventory, used or
surplus equipment or Permitted Investments, or licenses of intellectual
property, in any case in the ordinary course of business, and (ii) sales,
transfers and other dispositions of obsolete or worn out assets, immaterial
assets acquired in a Permitted Acquisition and assets that not used or useful in
the conduct of the business of the DealerTrack Companies;

      (b) sales, transfers and other dispositions to another DealerTrack
Company; provided that any such sales, transfers or dispositions involving a
Subsidiary that is not a Credit Party shall comply with Section 6.09; and

      (c) sales, transfers and other dispositions of assets (except Equity
Interests in the Company or another Subsidiary) that are not permitted by any
other clause of this Section; provided that the aggregate fair market value of
all assets sold, transferred or otherwise disposed of in reliance on this clause
during

                                       69


any Fiscal Year shall not exceed 10% of Consolidated Total Assets as of the last
day of the immediately preceding Fiscal Year;

provided that all sales, transfers, leases and other dispositions permitted by
this Section (except those permitted by clause (b) above) shall be made for fair
value and for at least 75% cash consideration.

      Section 6.06. Sale and Leaseback Transactions. No DealerTrack Company
will enter into any arrangement, directly or indirectly, whereby it shall sell
or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property that it intends to use for substantially the same
purpose or purposes as the property sold or transferred (any of the foregoing, a
"SALE AND LEASEBACK TRANSACTION"), except for any such sale of any fixed or
capital asset by the Company or another Subsidiary that is (i) made for cash
consideration in an amount not less than the cost of such fixed or capital asset
and (ii) consummated within 90 days after the Company or such other Subsidiary
acquires or completes the construction of such fixed or capital asset.

      Section 6.07. Hedging Agreements. No DealerTrack Company will enter into
any Hedging Agreement, except Hedging Agreements entered into in the ordinary
course of business to hedge or mitigate risks to which a DealerTrack Company is
exposed in the conduct of its business or the management of its liabilities.

      Section 6.08. Restricted Payments; Certain Payments of Debt. (a) No
DealerTrack Company will declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that (i) Holdings may declare and pay dividends with
respect to its capital stock payable solely in additional shares of its common
stock, (ii) (A) any Subsidiary (other than the Company) may declare and pay
dividends with respect to its capital stock and (B) the Company may declare and
pay dividends with respect to its capital stock so long as any cash or other
property so distributed is applied, substantially simultaneously therewith, to
make an Investment permitted by Section 6.04, (iii) Holdings may make Restricted
Payments (A) pursuant to and in accordance with stock option plans or other
benefit plans of the DealerTrack Companies, (B) in connection with an IPO to the
extent required to pay accrued dividends on preferred Equity Interests in
Holdings which become due as a result thereof and (C) after the Term Loan
Maturity Date (or, if the Term Loans have, at the time, been repaid in full, the
date of such repayment in full), in an aggregate amount in any Fiscal Year not
exceeding 50% of Consolidated Net Income for the preceding Fiscal Year, and (iv)
the Company may declare and pay dividends to Holdings at such times and in such
amounts as shall be necessary to permit Holdings to conduct activities and
discharge

                                       70


liabilities permitted by Section 6.03(c) (including to pay taxes attributable to
its ownership in its Subsidiaries as permitted thereby) (it being understood
that Holdings may not use any such amount to make any Restricted Payment
(whether in connection with activities or liabilities permitted by Section
6.03(c) or otherwise) unless such Restricted Payment is expressly permitted by
clause (i) or (iii) above).

      (b) No DealerTrack Company will make or agree to pay or make, directly or
indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on any Debt, or any
payment or other distribution (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, defeasance or termination of any Debt, except:

            (i) payments in respect of Debt permitted by clauses (i) and (iii)
      of Section 6.01(a);

            (ii) payments of regularly scheduled interest and principal payments
      as and when due in respect of Debt permitted by clauses (ii) and (iv)
      through (xvi) of Section 6.01(a); provided that no such payment may be
      made in respect of (A) (x) Permitted Seller Notes or (y) Debt existing
      pursuant to clause (ii) of Section 6.01(a) owed to any seller of property,
      in each case unless, immediately before and after giving pro forma effect
      to such payment, no Default under clause (a), (b), (h) or (i) of Section
      7.01 shall have occurred and be continuing or would result therefrom, or
      (B) Permitted Subordinated Debt if such payment would be inconsistent with
      any of the criteria set forth in clauses (A) and/or (B) of the definition
      thereof;

            (iii) refinancings of Debt to the extent permitted by Section
      6.01(a); and

            (iv) payment of secured Debt that becomes due as a result of the
      voluntary sale or transfer of the property securing such Debt.

      Section 6.09. Transactions with Affiliates. No DealerTrack Company will
sell, lease or otherwise transfer any property to, or purchase, lease or
otherwise acquire any property from, or otherwise engage in any other
transaction with, any of its Affiliates, except (a) transactions in the ordinary
course of business that are at prices and on terms and conditions not less
favorable to such DealerTrack Company than could be obtained on an arm's-length
basis from unrelated third parties, (b) transactions between or among the Credit
Parties not involving any other Affiliate, (c) transactions permitted by Section
6.01(iii) or (iv), mergers, consolidations, liquidations and dissolutions
permitted by Section 6.03(a),

                                       71


Investments permitted by Section 6.04(c) or (d), Restricted Payments permitted
by Section 6.08(a). payments of Debt permitted by Section 6.08(b)(i), (ii) or
(iii) and (d) cross-licensing of intellectual property consistent with current
business practices.

      Section 6.10. Restrictive Agreements. No DealerTrack Company will,
directly or indirectly, enter into or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition on (a) the
ability of any DealerTrack Company to create or permit to exist any Lien on any
of its property or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or
repay loans or advances to the Credit Parties or to Guarantee Debt of the Credit
Parties; provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Loan Document, (ii) the foregoing shall not
apply to restrictions and conditions existing on the date hereof and identified
on Schedule 6.10 (but shall apply to any amendment or modification expanding the
scope of, or any extension or renewal of, any such restriction or condition),
(iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided that such restrictions and conditions apply only to the Subsidiary that
is to be sold and such sale is permitted hereunder, and (iv) clause (a) of this
Section shall not apply to (A) restrictions or conditions imposed by any
agreement relating to secured Debt permitted by this Agreement if such
restrictions or conditions apply only to the property securing such Debt or (B)
customary provisions in leases and other contracts restricting the assignment
thereof.

      Section 6.11. Amendment of Material Documents; Change in Fiscal Year. No
DealerTrack Company will (a) amend, modify or waive any of its rights under its
certificate of incorporation, by-laws or other organizational documents or any
Material Agreement, in each case in a manner adverse to such DealerTrack Company
or the Administrative Agent or any Lender (in its capacity as a Lender), or (b)
change its fiscal year from that in effect on the date hereof.

      Section 6.12. Capital Expenditures. Holdings and the Company will not
permit the aggregate amount of Capital Expenditures made in any Fiscal Year to
exceed (i) $15,000,000 (in the case of the Fiscal Year ending December 31, 2005)
or (ii) 12.5% of Consolidated Gross Revenue for the preceding Fiscal Year (in
the case of each Fiscal Year ending thereafter).

      Section 6.13. Leverage Ratio. Holdings and the Company will not permit
the Leverage Ratio at any time during any period set forth below to exceed the
ratio set forth opposite such period:

                                       72




                     Period                                  Ratio
                     ------                                  -----
                                                          
From and including the Effective Date to and
Including December 30, 2005                                  2.75:1

From and including December 31, 2005 and
thereafter                                                   2.50:1


      Section 6.14. Fixed Charge Coverage Ratio. Holdings and the Company will
not permit the Fixed Charge Coverage Ratio at any time to be less than 1.50:1.

                                    ARTICLE 7
                                EVENTS OF DEFAULT

      If any of the following events ("EVENTS OF DEFAULT") shall occur:

      (a) any Borrower shall fail to pay any principal of any Loan or any LC
Reimbursement Obligation when the same shall become due, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;

      (b) any Borrower shall fail to pay when due any interest on any Loan or
any fee or other amount (except an amount referred to in clause (a) above)
payable under any Loan Document, and such failure shall continue unremedied for
a period of three Business Days;

      (c) any representation, warranty or certification made or deemed made by
or on behalf of any DealerTrack Company in or in connection with any Loan
Document or any amendment or modification thereof or waiver thereunder, or in
any report, certificate, financial statement or other document furnished
pursuant to or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, shall prove to have been incorrect
when made or deemed made;

      (d) Holdings or the Company shall fail to observe or perform any covenant
or agreement contained in Section 2.04(k)(ii), 5.01(a)(i), 5.02, 5.04 (with
respect to the existence of Holdings or the Company) or 5.11 or in Article 6;

      (e) any Credit Party shall fail to observe or perform any covenant or
agreement contained in any Loan Document (other than those specified in clause
(a), (b) or (d) above), and such failure shall continue unremedied for a period
of 30 days after notice thereof from the Administrative Agent to Holdings (which
notice will be given at the request of any Lender);

                                       73


      (f) any DealerTrack Company shall fail to make a payment or payments
(whether of principal or interest and regardless of amount) in respect of
Material Debt (i) in the case of principal, when the same shall become due,
whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise, and (ii) in the case of interest or any other amount, beyond any
grace period applicable thereto, if any;

      (g) any event or condition occurs that results in Material Debt becoming
due before its scheduled maturity or that enables or permits (with or without
the giving of notice, the lapse of time or both) the holder or holders of
Material Debt or any trustee or agent on its or their behalf to cause Material
Debt to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, before its scheduled maturity; provided that this clause
shall not apply to secured Debt that becomes due as a result of a voluntary sale
or transfer of the property securing such Debt;

      (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of any DealerTrack Company or its debts, or of a substantial part of
its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for any DealerTrack Company or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for 60 days or
an order or decree approving or ordering any of the foregoing shall be entered;

      (i) any DealerTrack Company shall (i) voluntarily commence any proceeding
or file any petition seeking liquidation, reorganization or other relief under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) above, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
any DealerTrack Company or for a substantial part of its assets, (iv) file an
answer admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing;

      (j) any DealerTrack Company shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due;

      (k) one or more judgments for the payment of money in an aggregate amount
exceeding $5,000,000 shall be rendered against one or more DealerTrack Companies
and shall remain undischarged for a period of 30 consecutive days

                                       74


during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any asset of any
DealerTrack Company to enforce any such judgment;

      (l) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in liability of the DealerTrack
Companies in an aggregate amount exceeding $5,000,000 for all periods;

      (m) any Lien purported to be created under any Security Document shall
cease to be, or shall be asserted by any Credit Party not to be, a valid and
perfected Lien on any Collateral, with the priority required by the applicable
Security Document, except (i) as a result of a sale or other disposition of the
applicable Collateral in a transaction permitted under the Loan Documents or
(ii) as a result of the Administrative Agent's failure to maintain possession of
any stock certificates, promissory notes or other documents delivered to it
under the Security Agreement;

      (n) a Change in Control shall occur; or

      (o) any Guarantor's Secured Guarantee shall at any time fail to constitute
a valid and binding agreement of such Guarantor or any party shall so assert in
writing;

then, and in every such event (except an event with respect to Holdings or the
Company described in clause (h) or (i) above), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request
of the Required Lenders shall, by notice to Holdings, take either or both of the
following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrowers accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are waived by each Borrower; and in the case of any event
with respect to Holdings or the Company described in clause (h) or (i) above,
the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are waived by each Borrower.

                                       75


                                    ARTICLE 8
                                   THE AGENTS

      Section 8.01. Appointment and Authorization. (a) Each Lender Party (in
its capacities as a Lender, the LC Issuing Bank (if applicable) and a potential
Hedge Bank or Cash Management Bank) irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent (i) to sign and
deliver the Security Documents and (ii) to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the
terms of the Loan Documents, together with such actions and powers as are
reasonably incidental thereto.

      (b) The LC Issuing Bank shall act on behalf of the Revolving Lenders with
respect to any Letters of Credit issued by it and the documents associated
therewith, and the LC Issuing Bank shall have all of the benefits and immunities
(i) provided to the Agents in this Article 8 with respect to any acts taken or
omissions suffered by the LC Issuing Bank in connection with Letters of Credit
issued by it or proposed to be issued by it and the applications and agreements
for letters of credit pertaining to such Letters of Credit as fully as if the
term "Agent" as used in this Article 8 and in the definition of "Lender Party"
included the LC Issuing Bank with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the LC Issuing Bank.

      Section 8.02. Rights and Powers as a Lender. A bank serving as any Agent
shall, in its capacity as a Lender, have the same rights and powers as any other
Lender and may exercise the same as though it were not such Agent. Such bank and
its Affiliates may accept deposits from, lend money to and generally engage in
any kind of business with any DealerTrack Company or Affiliate thereof as if it
were not an Agent.

      Section 8.03. Limited Duties and Responsibilities. No Agent shall have
any duties or obligations except those expressly set forth in the Loan
Documents. Without limiting the generality of the foregoing, (a) no Agent shall
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) no Agent shall have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that such Agent is required in writing to exercise by the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) and (c) except as expressly set forth
in the Loan Documents, no Agent shall have any duty to disclose, and no Agent
shall be liable for any failure to disclose, any information relating to any
DealerTrack Company that is communicated to or obtained by the bank serving as
such Agent or any of its Affiliates in any capacity. No Agent shall be liable
for

                                       76


any action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02) or in the absence
of its own gross negligence or willful misconduct. Each Agent shall be deemed
not to have knowledge of any Default unless and until written notice thereof is
given to such Agent by Holdings, the Company or a Lender, and no Agent shall be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii)
the contents of any certificate, report or other document delivered thereunder
or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article 4 or elsewhere in any Loan
Document, other than to the responsibility of the Administrative Agent to
confirm receipt of items expressly required to be delivered to it.

      Section 8.04. Authority to Rely on Certain Writings, Statements and
Advice. Each Agent shall be entitled to rely on, and shall not incur any
liability for relying on, any notice, request, certificate, consent, statement,
instrument, document or other writing believed by it to be genuine and to have
been signed or sent by the proper Person. Each Agent also may rely on any
statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. Each Agent
may consult with legal counsel (who may be counsel for any DealerTrack Company),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

      Section 8.05. Sub-Agents and Related Parties. Each Agent may perform any
and all its duties and exercise its rights and powers by or through one or more
sub-agents appointed by it. Each Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding Sections of this
Article shall apply to any such sub-agent and to the Related Parties of the
Agents and any such sub-agent, and shall apply to activities in connection with
the syndication of the credit facilities provided for herein as well as
activities as such Agent.

      Section 8.06. Resignation; Successor Administrative Agent. Subject to the
appointment and acceptance of a successor Administrative Agent as provided in
this Section, the Administrative Agent may resign at any time by notifying the
Lenders, the LC Issuing Bank and Holdings. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor, which, so long as
no

                                       77


Event of Default has occurred and is continuing, shall be reasonably acceptable
to Holdings. If no successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the LC Issuing Bank,
appoint a successor Administrative Agent which shall be a bank with an office in
New York, New York, or an Affiliate of any such bank. Upon acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrowers to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed by the Borrowers and
such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

      Section 8.07. Credit Decisions by Lenders. Each Lender acknowledges that
it has, independently and without reliance on any Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance on any Agent or
any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based on this Agreement, any other Loan Document or
related agreement or any document furnished hereunder or thereunder.

      Section 8.08. Other Agents. None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a
"Syndication Agent", "Documentation Agent", "Joint Bookrunner" or "Arranger"
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders or other Persons so identified shall
have or be deemed to have any fiduciary relationship with any Lender. Each
Lender acknowledges that it has not relied, and will not rely, on any of the
Lenders or other Persons so identified in deciding to enter into this Agreement
or in taking or not taking action hereunder.

                                       78


                                    ARTICLE 9
                                  MISCELLANEOUS

      Section 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

      (a) if to Holdings or the Company, to it at 1111 Marcus Avenue, Suite M04,
Lake Success, New York 11042, Attention of Eric Jacobs, General Counsel
(Telecopy No. 516-734-3805);

      (b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., at 1111
Fannin Street, Houston, TX 77002, Attention of Debbie Meche (Telecopy No.
713-750-2938) with copies to 1411 Broadway, New York, NY 10018, Attention of
Norma Kahn (Telecopy No. 212-391-6091) and 277 Park Avenue, New York, NY 10172,
Attention of Anne Biancardi (Telecopy No. 212-534-3078);

      (c) if to the LC Issuing Bank, to JPMorgan Chase Bank, N.A., at 1111
Fannin Street, Houston, TX 77002, Attention of Debbie Meche (Telecopy No.
713-750-2938) with copies to 1411 Broadway, New York, NY 10018, Attention of
Norma Kahn (Telecopy No. 212-391-6091) and 277 Park Avenue, New York, NY 10172,
Attention of Anne Biancardi (Telecopy No. 212-534-3078);

      (d) if to any other Lender, to it at its address (or telecopy number) set
forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the Administrative Agent and Holdings. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement will be deemed to have been given on the date
of receipt.

      Section 9.02. Waivers; Amendments. (a) No failure or delay by any Lender
Party in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Lender Parties under the Loan Documents are cumulative and are not exclusive
of any rights or remedies that they would otherwise have. No waiver of any
provision of any Loan Document or consent to any departure by any Credit Party

                                       79


therefrom shall in any event be effective unless the same shall be permitted by
subsection (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, neither the making of a Loan
nor the issuance, amendment, renewal or extension of a Letter of Credit shall be
construed as a waiver of any Default, regardless of whether any Lender Party had
notice or knowledge of such Default at the time.

      (b) No Loan Document or provision thereof may be waived, amended or
modified except, in the case of this Agreement, by an agreement or agreements in
writing entered into by Holdings, the Company and the Required Lenders or, in
the case of any other Loan Document, by an agreement or agreements in writing
entered into by the parties thereto with the consent of the Required Lenders;
provided that no such agreement shall:

            (i) increase the Commitment of any Lender without its written
      consent;

            (ii) reduce the principal amount of any Loan or LC Disbursement or
      reduce the rate of interest thereon, or reduce any fee payable hereunder,
      without the written consent of each Lender Party affected thereby;

            (iii) postpone the maturity of any Loan, or any scheduled date of
      payment of the principal amount of any Term Loan under Section 2.09, or
      the required date of reimbursement of any LC Disbursement, or any date for
      the payment of any interest or fee payable hereunder, or reduce the amount
      of, waive or excuse any such payment, or postpone the scheduled date of
      expiration of any Commitment, without the written consent of each Lender
      Party affected thereby;

            (iv) change Section 2.17(b) or 2.17(c) in a manner that would alter
      the pro rata sharing of payments required thereby, without the written
      consent of each Lender;

            (v) change any provision of this Section or the percentage set forth
      in the definition of "Required Lenders" or any other provision of any Loan
      Document specifying the number or percentage of Lenders (or Lenders of any
      Class) required to take any action thereunder, without the written consent
      of each Lender, or each Lender of such Class, as the case may be;

            (vi) release any Guarantor from its Secured Guarantee (except as
      expressly provided in the Security Agreement), or limit its liability in

                                       80


      respect of its Secured Guarantee, without the written consent of each
      Lender;

            (vii) release all or substantially all of the Collateral from the
      Transaction Liens, without the written consent of each Lender;

            (viii) waive any condition set forth in Section 4.02 (including by
      amending or waiving any provision of Article 5, 6, 7 or 8 if the effect of
      such amendment or waiver would be to waive any such condition) for
      purposes of any Borrowing of Revolving Loans without the written consent
      of the Required Revolving Lenders;

            (ix) change any provision of this Agreement relating to the
      repayment or prepayment of Loans of any Class, without the written consent
      of Lenders holding (i) if there are 3 or fewer Lenders of such Class, at
      least 66-2/3% of the outstanding Loans and unused Commitments of such
      Class or (ii) if there are 4 or more Lenders of such Class, more than 50%
      of the outstanding Loans and unused Commitments of such Class; or

            (x) change any provision of any Loan Document in a manner that by
      its terms adversely affects the rights in respect of payments due to
      Lenders holding Loans of one Class differently than those holding Loans of
      the other Class, without the written consent of Lenders holding at least
      (i) if there are 3 or fewer Lenders of such Class, at least 66-2/3% of the
      outstanding Loans and unused Commitments of the adversely affected Class
      or (ii) if there are 4 or more Lenders of such Class, more than 50% of the
      outstanding Loans and unused Commitments of the adversely affected Class;

provided further that (A) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or the LC Issuing Bank
without its prior written consent, and (B) any waiver, amendment or modification
of this Agreement that by its terms affects the rights or duties under this
Agreement of one Class of Lenders (but not of any other Class of Lenders) may be
effected by an agreement or agreements in writing entered into by Holdings, the
Company and the requisite percentage in interest of the affected Class of
Lenders that would be required to consent thereto under this Section if such
Class of Lenders were the only Class of Lenders hereunder at the time.

      (c) Notwithstanding the foregoing, if the Required Lenders enter into or
consent to any waiver, amendment or modification pursuant to subsection (b) of
this Section, no consent of any other Lender will be required if, when such
waiver, amendment or modification becomes effective, (i) the Commitment of

                                       81


each Lender not consenting thereto terminates and (ii) all amounts owing to it
or accrued for its account hereunder are paid in full.

      Section 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers agree,
jointly and severally, to pay (i) all reasonable out-of-pocket expenses incurred
by the Agents, the Initial Lenders and their Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent and the Lead Arrangers, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the LC
Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by any Lender Party, including the fees, charges
and disbursements of any counsel for any Lender Party, in connection with the
enforcement or protection of its rights in connection with the Loan Documents
(including its rights under this Section), the Letters of Credit or the Loans,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of the Letters of Credit or the Loans.

      (b) The Borrowers agree, jointly and severally, to indemnify each of the
Lender Parties and their respective Related Parties (each such Person being
called an "INDEMNITEE") against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses, including the
fees, charges and disbursements of counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement or any other Loan
Document or any other agreement or instrument contemplated hereby or thereby,
the performance by the parties to the Loan Documents of their respective
obligations hereunder or thereunder or the consummation of the Transactions or
any other transactions contemplated hereby or by the other Loan Documents, (ii)
any Loan or Letter of Credit or the use of the proceeds therefrom (including any
refusal by the LC Issuing Bank to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property currently or
formerly owned or operated by any DealerTrack Company, or any Environmental
Liability related in any way to any DealerTrack Company or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not be available to any Indemnitee to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and

                                       82


nonappealable judgment to have resulted from such Indemnitee's gross negligence
or willful misconduct.

      (c) To the extent that any Borrower fails to pay any amount required to be
paid by it to the Administrative Agent or the LC Issuing Bank under subsection
(a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent or the LC Issuing Bank, as the case may be, such Lender's
pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent or the LC Issuing Bank in its capacity as such. For
purposes hereof, a Lender's "PRO RATA SHARE" shall be determined based on its
share of the sum of the total Revolving Exposures, outstanding Term Loans and
unused Commitments at the time.

      (d) To the extent permitted by applicable law, neither Holdings nor the
Company shall assert, and each hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any other Loan Document or any
agreement or instrument contemplated hereby or thereby or any Transaction or any
other transaction contemplated hereby or by the other Loan Documents, any Loan
or Letter of Credit or the use of the proceeds thereof.

      (e) All amounts due under this Section shall be payable within 5 Business
Days after written demand therefor.

      Section 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding on and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby (including any
Affiliate of the LC Issuing Bank that issues any Letter of Credit), except that
neither Holdings nor the Company may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by Holdings or the Company without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (except the parties
hereto, their respective successors and assigns permitted hereby (including any
Affiliate of the LC Issuing Bank that issues any Letter of Credit) and, to the
extent expressly provided herein, the Related Parties of the Lender Parties) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

      (b) Any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of any

                                       83


Commitment it has at the time and any Loans at the time owing to it); provided
that:

            (i) each of (A) the Administrative Agent, (B) in the case of an
      assignment of all or a portion of a Revolving Commitment or any Lender's
      obligations in respect of its LC Exposure, the LC Issuing Bank and (C)
      except (x) in the case of an assignment to a Lender or a Lender Affiliate
      or (y) if an Event of Default has occurred and is continuing, Holdings
      must give their prior written consent to such assignment (which consents
      shall not be unreasonably withheld);

            (ii) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement, except that this clause (ii) shall not prohibit the
      assignment of a proportionate part of all the assigning Lender's rights
      and obligations in respect of one Class of Commitments or Loans;

            (iii) unless each of Holdings and the Administrative Agent otherwise
      consent, the amount of the Commitment or Loans of the assigning Lender
      subject to each such assignment (determined as of the date on which the
      relevant Assignment is delivered to the Administrative Agent) shall not be
      less than $5,000,000 or, if only Term Loans are being assigned, shall not
      be less than $1,000,000; provided that this clause (iii) shall not apply
      to an assignment to a Lender or a Lender Affiliate or an assignment of the
      entire remaining amount of the assigning Lender's Commitment or Loans;

            (iv) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment, together with a processing and
      recordation fee of $3,500; provided that only one such fee shall be due in
      respect of a simultaneous assignment to more than one Lender Affiliate;
      and

            (v) the assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent a completed Administrative Questionnaire.

Subject to acceptance and recording thereof pursuant to subsection (d) of this
Section, from and after the effective date specified in each Assignment the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment, be released from its obligations under
this Agreement (and, in the case of an Assignment covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to

                                       84


be a party hereto but shall continue to be entitled to the benefits of Sections
2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (e)
of this Section.

      (c) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in New York City a copy of each
Assignment delivered to it and a register for the recordation of the names and
addresses of the Lenders, their respective Commitments and the principal amounts
of the Loans and LC Disbursements owing to each Lender pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register shall be
conclusive, and the parties hereto may treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by any party hereto at any reasonable time and from
time to time upon reasonable prior notice.

      (d) Upon its receipt of a duly completed Assignment executed by an
assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in subsection (b) of this Section and
any written consent to such assignment required by subsection (b) of this
Section, the Administrative Agent shall accept such Assignment and record the
information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this subsection.

      (e) Any Lender may, without the consent of or notice to Holdings, the
Company or any other Lender Party, sell participations to one or more banks or
other entities ("PARTICIPANTS") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) Holdings, the Company and the other Lender Parties shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification

                                       85


or waiver described in the first proviso to Section 9.02(b) that affects such
Participant. Subject to subsection (f) of this Section, each Participant shall
be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a
Lender, provided that such Participant agrees to be subject to Section 2.17(c)
as though it were a Lender.

      (f) A Participant shall not be entitled to receive any greater payment
under Section 2.14 or 2.16 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with Holdings' prior
written consent. A Participant shall not be entitled to the benefits of Section
2.16 unless Holdings is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of Holdings and the Company, to
comply with Section 2.16(e) as though it were a Lender.

      (g) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

      Section 9.05. Survival. All covenants, agreements, representations and
warranties made by the Credit Parties in the Loan Documents and in certificates
or other instruments delivered in connection with or pursuant to the Loan
Documents shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of the Loan Documents and
the making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that any Lender Party may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as any principal
of or accrued interest on any Loan or any fee or other amount payable hereunder
is outstanding and unpaid or any Letter of Credit is outstanding or any
Commitment has not expired or terminated. The provisions of Sections 2.14, 2.15,
2.16 and 9.03 and Article 8 shall survive and remain in full force and effect
regardless of the consummation of the Financing Transactions, the repayment of
the Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

                                       86


      Section 9.06. Counterparts; Integration; Effectiveness. This Agreement may
be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent or the LC Issuing Bank constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in Section 4.01, this Agreement
(i) will become effective when the Administrative Agent shall have signed this
Agreement and received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto and (ii) thereafter will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy will be effective as delivery of a manually
executed counterpart of this Agreement.

      Section 9.07. Severability. If any provision of any Loan Document is
invalid, illegal or unenforceable in any jurisdiction then, to the fullest
extent permitted by law, (i) such provision shall, as to such jurisdiction, be
ineffective to the extent (but only to the extent) of such invalidity,
illegality or unenforceability, (ii) the other provisions of the Loan Documents
shall remain in full force and effect in such jurisdiction and shall be
liberally construed in favor of the Lender Parties in order to carry out the
intentions of the parties thereto as nearly as may be possible and (iii) the
invalidity, illegality or unenforceability of any such provision in any
jurisdiction shall not affect the validity, legality or enforceability of such
provision in any other jurisdiction.

      Section 9.08. Right of Set-off. Each Lender and each of their respective
Lender Affiliates is authorized at any time when (i) an Event of Default shall
have occurred and be continuing, or (ii) any Borrower Loan Obligation shall not
have been paid when due, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other obligations at any time owing by such Lender
or Lender Affiliate to or for the credit or the account of any Borrower (other
than any such obligations arising under or in respect of any agreement or other
arrangement entered into in the ordinary course of business of such Borrower
pursuant to which such Lender or Lender Affiliate is a customer of such
Borrower, as to which any rights of setoff shall be determined without reference
to the provisions of this Section) against any Borrower Loan Obligations now or
hereafter existing and held by such Lender or Lender Affiliate, irrespective of
whether or not such Lender or Lender Affiliate shall have made any demand
therefor and although such obligations may be unmatured. The rights of each
Lender and each such Lender Affiliate under this Section are in addition to
other rights and remedies (including other rights of setoff) that such Lender or
Lender Affiliate may have.

                                       87


      Section 9.09. Governing Law; Jurisdiction; Consent to Service of Process.
(a) This Agreement shall be construed in accordance with and governed by the law
of the State of New York.

      (b) Each of Holdings and the Company irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
relevant appellate court, in any action or proceeding arising out of or relating
to any Loan Document, or for recognition or enforcement of any judgment, and
each party hereto irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State court or, to the extent permitted by law, in such Federal court. Each
party hereto agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in any Loan Document shall
affect any right that any Lender Party may otherwise have to bring any action or
proceeding relating to any Loan Document against any Credit Party or its
properties in the courts of any jurisdiction.

      (c) Each of Holdings and the Company irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to any Loan Document in any
court referred to in subsection (b) of this Section. Each party hereto
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of any such suit, action or proceeding in
any such court.

      (d) Each party hereto irrevocably consents to service of process in the
manner provided for notices in Section 9.01. Nothing in any Loan Document will
affect the right of any party hereto to serve process in any other manner
permitted by law.

      Section 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO ANY LOAN DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT

                                       88


IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      Section 9.11. Headings. Article and Section headings and the Table of
Contents herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

      Section 9.12. Confidentiality. Each Lender Party agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedy hereunder or any suit, action
or proceeding relating to any Loan Document or the enforcement of any right
thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any actual or prospective assignee of or
Participant in any of its rights or obligations under this Agreement or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to any Credit Party and its obligations, (g) with the
consent of Holdings or the applicable Credit Party or (h) to the extent such
Information either (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to any Lender Party on a
nonconfidential basis from a source other than a Credit Party. For the purposes
of this Section, "INFORMATION" means all information received from any Credit
Party relating to any Credit Party or its business, other than any such
information that is available to any Lender Party on a nonconfidential basis
before disclosure by such Credit Party. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

                                       89


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                DEALERTRACK, INC.

                                By: ____________________________________________
                                    Name:
                                    Title:

                                DEALERTRACK HOLDINGS, INC.

                                By: ____________________________________________
                                    Name:
                                    Title:

                                JPMORGAN CHASE BANK, N.A., as a
                                   Lender and as Administrative Agent
                                   and LC Issuing Bank

                                By: ____________________________________________
                                    Name:
                                    Title:

                                LEHMAN COMMERCIAL PAPER INC.. as a Lender

                                By: ____________________________________________
                                    Name:
                                    Title:

                                WACHOVIA BANK, NATIONAL
                                   ASSOCIATION, as a Lender

                                By: ____________________________________________
                                    Name:
                                    Title:

EX-10.2

                                                                    EXHIBIT 10.2

                        GUARANTEE AND SECURITY AGREEMENT

                                   dated as of

                                 April 15, 2005

                                      among

                               DEALERTRACK, INC.,

                           DEALERTRACK HOLDINGS, INC.

                     THE SUBSIDIARY GUARANTORS PARTY HERETO

                                       and

                            JPMORGAN CHASE BANK, N.A.
                             as Administrative Agent



                               TABLE OF CONTENTS



                                                                         PAGE

                                                                      
SECTION 1.  Definitions................................................    2
SECTION 2.  Guarantees by Guarantors...................................   10
SECTION 3.  Grant of Transaction Liens.................................   12
SECTION 4.  General Representations and Warranties.....................   14
SECTION 5.  Further Assurances; General Covenants......................   16
SECTION 6.  Accounts...................................................   17
SECTION 7.  Equipment..................................................   18
SECTION 8.  Recordable Intellectual Property...........................   18
SECTION 9.  Investment Property........................................   18
SECTION 10.  Controlled Deposit Accounts...............................   20
SECTION 11.  Cash Collateral Accounts..................................   21
SECTION 12.  Operation of Collateral Accounts..........................   22
SECTION 13.  Transfer Of Record Ownership..............................   23
SECTION 14.  Right to Vote Securities..................................   23
SECTION 15.  Certain Cash Distributions................................   24
SECTION 16.  Remedies upon Event of Default............................   24
SECTION 17.  Application of Proceeds...................................   26
SECTION 18.  Fees and Expenses; Indemnification........................   27
SECTION 19.  Authority to Administer Collateral........................   29
SECTION 20.  Limitation on Duty in Respect of Collateral...............   29
SECTION 21.  General Provisions Concerning the Administrative Agent....   30
SECTION 22.  Termination of Transaction Liens; Release of Collateral...   31
SECTION 23.  Additional Guarantors and Lien Grantors...................   32
SECTION 24.  Additional Secured Obligations............................   32
SECTION 25.  Notices...................................................   32
SECTION 26.  No Implied Waivers; Remedies Not Exclusive................   33
SECTION 27.  Successors and Assigns....................................   33
SECTION 28.  Amendments and Waivers....................................   33
SECTION 29.  Choice of Law.............................................   33
SECTION 30.  Waiver of Jury Trial......................................   33
SECTION 31.  Severability..............................................   34




SCHEDULES:

      SCHEDULE 1 Equity Interests in Subsidiaries and Affiliates Owned by
                 Original Lien Grantors

      SCHEDULE 2 Other Investment Property Owned by Original Lien Grantors

      SCHEDULE 3 Other Secured Obligations

EXHIBITS:

      EXHIBIT A  Security Agreement Supplement

      EXHIBIT B  Copyright Security Agreement

      EXHIBIT C  Patent Security Agreement

      EXHIBIT D  Trademark Security Agreement

      EXHIBIT E  Perfection Certificate

      EXHIBIT F  Issuer Control Agreement

      EXHIBIT G  Securities Account Control Agreement

      EXHIBIT H  Deposit Account Control Agreement



                        GUARANTEE AND SECURITY AGREEMENT

      GUARANTEE AND SECURITY AGREEMENT dated as of April __, 2005 among
DEALERTRACK, INC., a Delaware corporation (the "COMPANY"), DEALERTRACK HOLDINGS,
INC., a Delaware corporation ("HOLDINGS", and, together with the Company, the
"BORROWERS"), the SUBSIDIARY GUARANTORS party hereto (collectively, the
"SUBSIDIARY GUARANTORS", and, together with the Borrowers, the "LIEN GRANTORS")
and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the "ADMINISTRATIVE
AGENT").

      WHEREAS, the Borrowers are entering into the Credit Agreement described
below, pursuant to which the Borrowers intend to borrow funds and obtain letters
of credit for the purposes set forth therein;

      WHEREAS, each of the Borrowers is willing to secure (i) its obligations
under the Credit Agreement and the other Loan Documents referred to therein and
(ii) its obligations under certain Hedging Agreements and Cash Management
Agreements, by granting Liens on its assets to the Administrative Agent as
provided herein and in the other Security Documents;

      WHEREAS, Holdings is willing, and is willing to cause certain of its
Domestic Subsidiaries (including, with respect to such obligations of Holdings,
the Company), (i) to guarantee the obligations of Holdings and the Company under
the Credit Agreement and the other Loan Documents and certain Hedging Agreements
and Cash Management Agreements and (ii) to secure such guarantees by granting
Liens on their assets to the Administrative Agent as provided herein and in the
other Security Documents;

      WHEREAS, the Lenders and the LC Issuing Bank are not willing to make Loans
or issue or participate in Letters of Credit under the Credit Agreement, and the
counterparties to the Hedging Agreements and Cash Management Agreements referred
to above are not willing to enter into or maintain them, unless (i) the
obligations of Holdings and the Company thereunder are secured and guaranteed as
described above and (ii) each such guarantee is secured by Liens on assets of
the relevant Guarantor as provided herein and in the other Security Documents;
and

      WHEREAS, upon any foreclosure or other enforcement of the Security
Documents, the net proceeds of the relevant Collateral are to be received by or
paid over to the Administrative Agent and applied as provided herein;

      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



      SECTION 1 Definitions.

      (a)   Terms Defined in Credit Agreement. Terms defined in the Credit
Agreement and not otherwise defined in this Agreement have, as used herein, the
respective meanings provided for therein.

      (b)   Terms Defined in UCC. As used in this Agreement, each of the
following terms has the meaning specified in the UCC:



          Term                                                                      UCC
- ------------------------                                                        -----------
                                                                             
Account                                                                         9-102
Authenticate                                                                    9-102
Certificated Security                                                           8-102
Chattel Paper                                                                   9-102
Commodity Account                                                               9-102
Commodity Customer                                                              9-102
Deposit Account                                                                 9-102
Document                                                                        9-102
Entitlement Holder                                                              8-102
Entitlement Order                                                               8-102
Equipment                                                                       9-102
Financial Asset                                                                 8-102 & 103
General Intangibles                                                             9-102
Instrument                                                                      9-102
Inventory                                                                       9-102
Investment Property                                                             9-102
Record                                                                          9-102
Securities Account                                                              8-501
Securities Intermediary                                                         8-102
Security                                                                        8-102 & 103
Security Entitlement                                                            8-102
Supporting Obligations                                                          9-102
Uncertificated Security                                                         8-102


      (c)   Additional Definitions. The following additional terms, as used in
this Agreement, have the following meanings:

      "CASH COLLATERAL ACCOUNT" has the meaning specified in Section 11(a).

      "CASH DISTRIBUTIONS" means dividends, interest and other distributions and
payments (including proceeds of liquidation, sale or other disposition) made or
received in cash upon or with respect to any Collateral.

                                       2


      "CASH MANAGEMENT AGREEMENT" means any agreement in respect of any
overdrafts and related liabilities arising from treasury, depository and cash
management services or in connection with any automated clearing house transfers
of funds.

      "COLLATERAL" means all property, whether now owned or hereafter acquired,
on which a Lien is granted or purports to be granted to the Administrative Agent
pursuant to the Security Documents. When used with respect to a specific Lien
Grantor, the term "Collateral" means all its property on which such a Lien is
granted or purports to be granted.

      "COLLATERAL ACCOUNTS" means the Cash Collateral Accounts, the Controlled
Deposit Accounts and the Controlled Securities Accounts.

      "CONTINGENT SECURED OBLIGATION" means, at any time, any Secured Obligation
(or portion thereof) that is contingent in nature at such time, including any
Secured Obligation that is:

            (i) an obligation to reimburse a bank for drawings not yet made
      under a letter of credit issued by it;

            (ii) an obligation under a Hedging Agreement or a Cash Management
      Agreement to make payments that cannot be quantified at such time;

            (iii) any other obligation (including any guarantee) that is
      contingent in nature at such time; or

            (iv) an obligation to provide collateral to secure any of the
      foregoing types of obligations.

      "CONTROL" has the following meanings:

            (a) when used with respect to any Security or Security Entitlement,
      the meaning specified in UCC Section 8-106; and

            (b) when used with respect to any Deposit Account, the meaning
      specified in UCC Section 9-104.

      "CONTROLLED DEPOSIT ACCOUNT" means a Deposit Account (i) that is subject
to a Deposit Account Control Agreement or (ii) as to which the Administrative
Agent is the Depositary Bank's "customer" (as defined in UCC Section 4-104).

                                       3


      "CONTROLLED SECURITIES ACCOUNT" means a Securities Account that (i) is
maintained in the name of a Lien Grantor at an office of a Securities
Intermediary located in the United States and (ii) together with all Financial
Assets credited thereto and all related Security Entitlements, is subject to a
Securities Account Control Agreement among such Lien Grantor, the Administrative
Agent and such Securities Intermediary.

      "COPYRIGHT LICENSE" means any written agreement now or hereafter in
existence granting to any Lien Grantor, or pursuant to which any Lien Grantor
grants to any other Person, any right to use, copy, reproduce, distribute,
prepare derivative works, display or publish any records or other materials on
which a Copyright is in existence or may come into existence, including any
agreement identified in Schedule 1 to any Copyright Security Agreement.

      "COPYRIGHTS" means all the following: (i) all copyrights under the laws of
the United States or any other country (whether or not the underlying works of
authorship have been published), all registrations and recordings thereof, all
copyrightable works of authorship (whether or not published), and all
applications for copyrights under the laws of the United States or any other
country, including registrations, recordings and applications in the United
States Copyright Office or in any similar office or agency of the United States,
any State thereof or any other country or any political subdivision thereof,
including those described in Schedule 1 to any Copyright Security Agreement,
(ii) all renewals of any of the foregoing, (iii) all claims for, and rights to
sue for, past or future infringements of any of the foregoing, and (iv) all
income, royalties, damages and payments now or hereafter due or payable with
respect to any of the foregoing, including damages and payments for past or
future infringements thereof.

      "COPYRIGHT SECURITY AGREEMENT" means a Copyright Security Agreement,
substantially in the form of Exhibit B, executed and delivered by a Lien Grantor
in favor of the Administrative Agent for the benefit of the Secured Parties.

      "CREDIT AGREEMENT" means the Credit Agreement dated as of April __, 2005
among Holdings, the Company, the Lenders party thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent and LC Issuing Bank.

      "DEPOSIT ACCOUNT CONTROL AGREEMENT" means, with respect to any Deposit
Account of any Lien Grantor, a Deposit Account Control Agreement substantially
in the form of Exhibit H (with any changes that the Administrative Agent shall
have approved) or such other form as the Administrative Agent shall have
approved, among such Lien Grantor, the Administrative Agent and the relevant
Depositary Bank.

                                       4


      "DEPOSITARY BANK" means a bank at which a Controlled Deposit Account is
maintained.

      "EQUITY INTEREST" means (i) in the case of a corporation, any shares of
its capital stock, (ii) in the case of a limited liability company, any
membership interest therein, (iii) in the case of a partnership, any partnership
interest (whether general or limited) therein, (iv) in the case of any other
business entity, any participation or other interest in the equity or profits
thereof, (v) any warrant, option or other right to acquire any Equity Interest
described in this definition or (vi) any Security Entitlement in respect of any
Equity Interest described in this definition.

      "GUARANTORS" means Holdings (with respect to obligations of the Company),
the Company (with respect to obligations of Holdings), each Subsidiary Guarantor
listed on the signature pages hereof under the caption "Subsidiary Guarantors"
and each Subsidiary that shall, at any time after the date hereof, become a
"Guarantor" pursuant to Section 23.

      "INTELLECTUAL PROPERTY FILING" means (i) with respect to any Patent,
Patent License, Trademark or Trademark License, the filing of the applicable
Patent Security Agreement or Trademark Security Agreement with the United States
Patent and Trademark Office, together with an appropriately completed
recordation form, and (ii) with respect to any Copyright or Copyright License,
the filing of the applicable Copyright Security Agreement with the United States
Copyright Office, together with an appropriately completed recordation form, in
each case sufficient to record the Transaction Lien granted to the
Administrative Agent in such Recordable Intellectual Property.

      "INTELLECTUAL PROPERTY SECURITY AGREEMENT" means a Copyright Security
Agreement, a Patent Security Agreement or a Trademark Security Agreement.

      "ISSUER CONTROL AGREEMENT" means an Issuer Control Agreement substantially
in the form of Exhibit F (with any changes that the Administrative Agent shall
have approved) or such other form as the Administrative Agent shall have
approved.

      "LLC INTEREST" means a membership interest or similar interest in a
limited liability company.

      "NON-CONTINGENT SECURED OBLIGATION" means, at any time, any Secured
Obligation (or portion thereof) that is not a Contingent Secured Obligation at
such time.

                                       5


      "ORIGINAL LIEN GRANTOR" means any Lien Grantor that grants a Lien on any
of its assets hereunder on the Effective Date.

      "OWN" refers to the possession of sufficient rights in property to grant a
security interest therein as contemplated by UCC Section 9-203, and "ACQUIRE"
refers to the acquisition of any such rights.

      "PARTNERSHIP INTEREST" means a partnership interest, whether general or
limited.

      "PATENT LICENSE" means any written agreement now or hereafter in existence
granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to
any other Person, any right with respect to any Patent now or hereafter in
existence, including any agreement identified in Schedule 1 to any Patent
Security Agreement.

      "PATENTS" means (i) all letters patent and design letters patent of the
United States or any other country and all applications for letters patent or
design letters patent of the United States or any other country, including
applications in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any State thereof or any other country or
any political subdivision thereof, including those described in Schedule 1 to
any Patent Security Agreement, (ii) all reissues, divisions, continuations,
continuations in part, revisions and extensions of any of the foregoing, (iii)
all claims for, and rights to sue for, past or future infringements of any of
the foregoing and (iv) all income, royalties, damages and payments now or
hereafter due or payable with respect to any of the foregoing, including damages
and payments for past or future infringements thereof.

      "PATENT SECURITY AGREEMENT" means a Patent Security Agreement,
substantially in the form of Exhibit C, executed and delivered by a Lien Grantor
in favor of the Administrative Agent for the benefit of the Secured Parties.

      "PERFECTION CERTIFICATE" means, with respect to any Lien Grantor, a
certificate substantially in the form of Exhibit E, completed and supplemented
with the schedules contemplated thereby to the satisfaction of the
Administrative Agent, and signed by an officer of such Lien Grantor.

      "PERMITTED LIENS" means (i) the Transaction Liens and (ii) any other Liens
on the Collateral permitted to be created or assumed or to exist pursuant to
Section 6.02 of the Credit Agreement.

      "PLEDGED", when used in conjunction with any type of asset, means at any
time an asset of such type that is included (or that creates rights that are
included)

                                       6


in the Collateral at such time. For example, "Pledged Equity Interest" means an
Equity Interest that is included in the Collateral at such time.

      "PROCEEDS" means all proceeds of, and all other profits, products, rents
or receipts, in whatever form, arising from the collection, sale, lease,
exchange, assignment, licensing or other disposition of, or other realization
upon, any Collateral, including all claims of the relevant Lien Grantor against
third parties for loss of, damage to or destruction of, or for proceeds payable
under, or unearned premiums with respect to, policies of insurance in respect
of, any Collateral, and any condemnation or requisition payments with respect to
any Collateral.

      "RECORDABLE INTELLECTUAL PROPERTY" means (i) any Patent registered with
the United States Patent and Trademark Office, and any Patent License with
respect to a Patent so registered, (ii) any Trademark registered with the United
States Patent and Trademark Office, and any Trademark License with respect to a
Trademark so registered, (iii) any Copyright registered with the United States
Copyright Office and any Copyright License with respect to a Copyright so
registered, and all rights in or under any of the foregoing.

      "RELEASE CONDITIONS" means the following conditions for releasing all the
Secured Guarantees and terminating all the Transaction Liens:

            (i) all Commitments under the Credit Agreement shall have expired or
      been terminated;

            (ii) all Non-Contingent Secured Obligations shall have been paid in
      full; and

            (iii) no Contingent Secured Obligation (other than contingent
      indemnification and expense reimbursement obligations as to which no claim
      shall have been asserted) shall remain outstanding;

provided that the condition in clause (iii) shall not apply to outstanding
Letters of Credit if (x) no Event of Default has occurred and is continuing and
(y) the relevant Borrower has granted to the Administrative Agent, for the
benefit of the LC Issuing Bank and the Revolving Lenders, a security interest in
Permitted Investments acceptable to the LC Issuing Bank and the Required
Revolving Lenders (or causes a bank acceptable to the LC Issuing Bank and the
Required Revolving Lenders to issue a letter of credit naming the Administrative
Agent as beneficiary) in an amount exceeding 115% of the LC Exposure (plus any
accrued and unpaid interest thereon) as of the date of such termination, on
terms and conditions and pursuant to documentation reasonably satisfactory to
the LC Issuing Bank and the Required Revolving Lenders.

                                       7


      "SECURED AGREEMENT", when used with respect to any Secured Obligation,
refers collectively to each instrument, agreement or other document that sets
forth obligations of a Borrower, obligations of a guarantor and/or rights of the
holder with respect to such Secured Obligation.

      "SECURED GUARANTEE" means, with respect to each Guarantor, its guarantee
of the Secured Obligations under Section 2 hereof or Section 1 of a Security
Agreement Supplement.

      "SECURED OBLIGATIONS" means (i) all Borrower Loan Obligations, (ii) all
obligations of Holdings or the Company under the Hedging Agreements and Cash
Management Agreements listed on Schedule 3 and (iii) all obligations that have
been designated as additional Secured Obligations pursuant to Section 24, in
each case including all interest (including Post-Petition Interest) thereon.

      "SECURED PARTIES" means the holders from time to time of the Secured
Obligations.

      "SECURED PARTY REQUESTING NOTICE" means, at any time, a Secured Party that
has, at least five Business Days prior thereto, delivered to the Administrative
Agent a written notice (i) stating that it holds one or more Secured Obligations
and wishes to receive copies of the notices referred to in Section 21(e) and
(ii) setting forth its address, facsimile number and e-mail address to which
copies of such notices should be sent.

      "SECURITIES ACCOUNT CONTROL AGREEMENT" means, when used with respect to a
Securities Account, a Securities Account Control Agreement substantially in the
form of Exhibit G (with any changes that the Administrative Agent shall have
approved) or such other form as the Administrative Agent shall have approved,
among the relevant Securities Intermediary, the relevant Lien Grantor and the
Administrative Agent.

      "SECURITY AGREEMENT SUPPLEMENT" means a Security Agreement Supplement,
substantially in the form of Exhibit A, signed and delivered to the
Administrative Agent for the purpose of adding a Subsidiary as a party hereto
pursuant to Section 23 and/or adding additional property to the Collateral.

      "TRADEMARK LICENSE" means any agreement now or hereafter in existence
granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to
any other Person, any right to use any Trademark, including any agreement
identified in Schedule 1 to any Trademark Security Agreement.

      "TRADEMARKS" means: (i) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service

                                       8


marks, logos, brand names, trade dress, prints and labels on which any of the
foregoing have appeared or appear, package and other designs, and all other
source or business identifiers, and all general intangibles of like nature, and
the rights in any of the foregoing which arise under applicable law, (ii) the
goodwill of the business symbolized thereby or associated with each of them,
(iii) all registrations and applications (other than intent to use trademark
applications) in connection therewith, including registrations and applications
(other than intent to use trademark applications) in the United States Patent
and Trademark Office or in any similar office or agency of the United States,
any State thereof or any other country or any political subdivision thereof,
including those described in Schedule 1 to any Trademark Security Agreement,
(iv) all renewals of any of the foregoing, (v) all claims for, and rights to sue
for, past or future infringements of any of the foregoing and (vi) all income,
royalties, damages and payments now or hereafter due or payable with respect to
any of the foregoing, including damages and payments for past or future
infringements thereof.

      "TRADEMARK SECURITY AGREEMENT" means a Trademark Security Agreement,
substantially in the form of Exhibit D, executed and delivered by a Lien Grantor
in favor of the Administrative Agent for the benefit of the Secured Parties.

      "UCC" means the Uniform Commercial Code as in effect from time to time in
the State of New York; provided that, if perfection or the effect of perfection
or non-perfection or the priority of any Transaction Lien on any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other
than New York, "UCC" means the Uniform Commercial Code as in effect from time to
time in such other jurisdiction for purposes of the provisions hereof relating
to such perfection, effect of perfection or non-perfection or priority.

      (d)   Terms Generally. The definitions of terms herein (including those
incorporated by reference to the UCC or to another document) apply equally to
the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun includes the corresponding masculine, feminine and neuter
forms. The words "INCLUDE", "INCLUDES" and "INCLUDING" shall be deemed to be
followed by the phrase "WITHOUT LIMITATION". The word "WILL" shall be construed
to have the same meaning and effect as the word "SHALL". Unless the context
requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (iii) the words "HEREIN", "HEREOF" and "HEREUNDER", and words of
similar import, shall be

                                       9


construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (iv) all references herein to Sections, Exhibits and Schedules
shall be construed to refer to Sections of, and Exhibits and Schedules to, this
Agreement and (v) the word "PROPERTY" shall be construed to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

      SECTION 2. Guarantees by Guarantors.

      (a)   Secured Guarantees. Each Guarantor unconditionally guarantees the
full and punctual payment of each Secured Obligation when due (whether at stated
maturity, upon acceleration or otherwise). If the relevant Borrower fails to pay
any Secured Obligation punctually when due, each Guarantor agrees that it will
forthwith on demand pay the amount not so paid at the place and in the manner
specified in the relevant Secured Agreement.

      (b)   Secured Guarantees Unconditional. The obligations of each Guarantor
under its Secured Guarantee shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or
otherwise affected by:

            (i)   any extension, renewal, settlement, compromise, waiver or
      release in respect of any obligation of any Borrower, any other Guarantor
      or any other Person under any Secured Agreement, by operation of law or
      otherwise;

            (ii)  any modification or amendment of or supplement to any Secured
      Agreement;

            (iii) any release, impairment, non-perfection or invalidity of any
      direct or indirect security for any obligation of any Borrower, any other
      Guarantor or any other Person under any Secured Agreement;

            (iv)  any change in the corporate existence, structure or ownership
      of any Borrower, any other Guarantor or any other Person or any of their
      respective subsidiaries, or any insolvency, bankruptcy, reorganization or
      other similar proceeding affecting any Borrower, any other Guarantor or
      any other Person or any of their assets or any resulting release or
      discharge of any obligation of any Borrower, any other Guarantor or any
      other Person under any Secured Agreement;

            (v)   the existence of any claim, set-off or other right that such
      Guarantor may have at any time against any Borrower, any other Guarantor,
      any Secured Party or any other Person, whether in connection

                                       10


      with the Loan Documents or any unrelated transactions, provided that
      nothing herein shall prevent the assertion of any such claim by separate
      suit or compulsory counterclaim;

            (vi)  any invalidity or unenforceability relating to or against any
      Borrower, any other Guarantor or any other Person for any reason of any
      Secured Agreement, or any provision of applicable law or regulation
      purporting to prohibit the payment of any Secured Obligation by any
      Borrower, any other Guarantor or any other Person; or

            (vii) any other act or omission to act or delay of any kind by any
      Borrower, any other Guarantor, any other party to any Secured Agreement,
      any Secured Party or any other Person, or any other circumstance
      whatsoever that might, but for the provisions of this clause (vii),
      constitute a legal or equitable discharge of or defense to any obligation
      of any Guarantor hereunder.

      (c)   Release of Secured Guarantees. (i) All the Secured Guarantees will
be released when all the Release Conditions are satisfied. If at any time any
payment of a Secured Obligation is rescinded or must be otherwise restored or
returned upon the insolvency or receivership of any Borrower or otherwise, the
Secured Guarantees shall be reinstated with respect thereto as though such
payment had been due but not made at such time.

            (ii)  If all the capital stock of a Guarantor or all the assets of a
      Guarantor are sold to a Person other than a DealerTrack Company in a
      transaction permitted by Section 6.05 of the Credit Agreement (any such
      sale, a "SALE OF GUARANTOR"), the Administrative Agent shall release such
      Guarantor from its Secured Guarantee; provided that, if such sale is a
      Prepayment Event, arrangements satisfactory to the Administrative Agent
      shall have been made to apply the Net Proceeds thereof as required by the
      Credit Agreement. Such release shall not require the consent of any
      Secured Party, and the Administrative Agent shall be fully protected in
      relying on a certificate of an Authorized Officer as to whether any
      particular sale constitutes a Sale of Guarantor.

            (iii) In addition to any release permitted by subsection (ii), the
      Administrative Agent may release any Secured Guarantee with the prior
      written consent of all the Lenders.

      (d)   Waiver by Guarantors. Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by any Person
against any Borrower, any other Guarantor or any other Person.

                                       11


      (e)   Subrogation. A Guarantor that makes a payment with respect to a
Secured Obligation hereunder shall be subrogated to the rights of the payee
against the relevant Borrower with respect to such payment; provided that no
Guarantor shall enforce any payment by way of subrogation against any Borrower,
or by reason of contribution against any other guarantor of such Secured
Obligation, until all the Release Conditions have been satisfied.

      (f)   Stay of Acceleration. If acceleration of the time for payment of any
Secured Obligation by the relevant Borrower is stayed by reason of the
insolvency or receivership of such Borrower or otherwise, all Secured
Obligations otherwise subject to acceleration under the terms of any Secured
Agreement shall nonetheless be payable by the Guarantors hereunder forthwith on
demand by the Administrative Agent.

      (g)   Continuing Guarantee. Each Secured Guarantee is a continuing
guarantee, shall be binding on the relevant Guarantor and its successors and
assigns, and shall be enforceable by the Administrative Agent or the Secured
Parties. If all or part of any Secured Party's interest in any Secured
Obligation is assigned or otherwise transferred, the transferor's rights under
each Secured Guarantee, to the extent applicable to the obligation so
transferred, shall automatically be transferred with such obligation.

      (h)   Limitation on Obligations of Subsidiary Guarantor. The obligations
of each Subsidiary Guarantor under its Secured Guarantee shall be limited to an
aggregate amount equal to the largest amount that would not render such Secured
Guarantee subject to avoidance under Section 548 of the United States Bankruptcy
Code or any comparable provisions of applicable law.

      SECTION 3. Grant of Transaction Liens.

      (a)   Each Borrower, in order to secure its Secured Obligations, and each
Guarantor listed on the signature pages hereof, in order to secure its Secured
Guarantee, grants to the Administrative Agent for the benefit of the Secured
Parties a continuing security interest in all the following property of such
Borrower or such Guarantor, as the case may be, whether now owned or existing or
hereafter acquired or arising and regardless of where located:

            (i)   all Accounts;

            (ii)  all Chattel Paper;

            (iii) all Deposit Accounts;

            (iv)  all Documents;

                                       12


            (v)   all Equipment;

            (vi)  all General Intangibles (including any Equity Interests in
      other Persons that do not constitute Investment Property);

            (vii) all Instruments;

            (viii) all Inventory;

            (ix)  all Investment Property;

            (x)   all books and records (including customer lists, credit files,
      computer programs, printouts and other computer materials and records) of
      such Lien Grantor pertaining to any of its Collateral;

            (xi)  such Lien Grantor's ownership interest in (1) its Collateral
      Accounts, (2) all Financial Assets credited to its Collateral Accounts
      from time to time and all Security Entitlements in respect thereof, (3)
      all cash held in its Collateral Accounts from time to time and (4) all
      other money in the possession of the Administrative Agent; and

            (xii) all Proceeds of the Collateral described in the foregoing
      clauses (i) through (xi);

provided that the following property is excluded from the foregoing security
interests: (A) motor vehicles the perfection of a security interest in which is
excluded from the Uniform Commercial Code in the relevant jurisdiction, (B)
voting Equity Interests in any Excluded Subsidiary, to the extent (but only to
the extent) required to prevent the Collateral from including more than 66% of
all voting Equity Interests in such Excluded Subsidiary, (C) Equipment leased by
any Lien Grantor under a lease that prohibits the granting of a Lien on such
Equipment and any general intangibles or other rights arising under any
contract, instrument, license or other document, in each such case if (but only
to the extent that) the grant of a security interest therein would constitute a
violation of a valid and effective restriction in favor of a third party, unless
and until all required consents shall have been obtained, (D) intent to use
trademark applications and (E) electronic chattel paper created and stored by
the Lien Grantors consisting of electronic contracts between motor vehicle
dealers and motor vehicle purchasers (and the Lien Grantors hereby disclaim any
right, title or interest in such electronic contracts). Each Lien Grantor shall
use all reasonable efforts to obtain any such required consent that is requested
by the Administrative Agent and reasonably obtainable.

      (b)   With respect to each right to payment or performance included in the
Collateral from time to time, the Transaction Lien granted therein includes a

                                       13


continuing security interest in (i) any Supporting Obligation that supports such
payment or performance and (ii) any Lien that (x) secures such right to payment
or performance or (y) secures any such Supporting Obligation.

      (c)   The Transaction Liens are granted as security only and shall not
subject the Administrative Agent or any other Secured Party to, or transfer or
in any way affect or modify, any obligation or liability of any Lien Grantor
with respect to any of the Collateral or any transaction in connection
therewith.

      SECTION 4. General Representations and Warranties. Each Original Lien
Grantor represents and warrants that:

      (a)   Such Lien Grantor is duly organized, validly existing and in good
standing under the laws of the jurisdiction identified as its jurisdiction of
organization in its Perfection Certificate.

      (b)   Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates
owned by such Lien Grantor as of the Effective Date. Such Lien Grantor holds all
such Equity Interests directly (i.e., not through a Subsidiary, a Securities
Intermediary or any other Person).

      (c)   Schedule 2 lists, as of the Effective Date, (i) all Securities owned
by such Lien Grantor (except Securities evidencing Equity Interests in
Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial
Assets are credited in respect of which such Lien Grantor owns Security
Entitlements. Such Lien Grantor owns no Commodity Account in respect of which
such Lien Grantor is the Commodity Customer.

      (d)   All Pledged Equity Interests owned by such Lien Grantor are owned by
it free and clear of any Lien other than (i) the Transaction Liens and (ii) any
inchoate tax liens. All shares of capital stock included in such Pledged Equity
Interests (including shares of capital stock in respect of which such Lien
Grantor owns a Security Entitlement) have been duly authorized and validly
issued and are fully paid and non-assessable. None of such Pledged Equity
Interests is subject to any option to purchase or similar right of any Person.
Such Lien Grantor is not and will not become a party to or otherwise bound by
any agreement (except the Loan Documents) which restricts in any manner the
rights of any present or future holder of any Pledged Equity Interest with
respect thereto.

      (e)   Such Lien Grantor has good and marketable title to all its
Collateral (subject to exceptions that are, in the aggregate, not material),
free and clear of any Lien other than Permitted Liens.

                                       14


      (f)   Such Lien Grantor has not performed any acts that might prevent the
Administrative Agent from enforcing any of the provisions of the Security
Documents or that would limit the Administrative Agent in any such enforcement.
No financing statement, security agreement, mortgage or similar or equivalent
document or instrument covering all or part of the Collateral owned by such Lien
Grantor is on file or of record in any jurisdiction in which such filing or
recording would be effective to perfect or record a Lien on such Collateral,
except financing statements, mortgages or other similar or equivalent documents
with respect to Permitted Liens. After the Effective Date, no Collateral owned
by such Lien Grantor will be in the possession or under the Control of any other
Person having a claim thereto or security interest therein, other than a
Permitted Lien.

      (g)   The Transaction Liens on all Collateral owned by such Lien Grantor
(i) have been validly created, (ii) will attach to each item of such Collateral
on the Effective Date (or, if such Lien Grantor first obtains rights thereto on
a later date, on such later date) and (iii) when so attached, will secure all
the Secured Obligations or such Lien Grantor's Secured Guarantee, as the case
may be.

      (h)   Such Lien Grantor has delivered a Perfection Certificate to the
Administrative Agent. The information set forth therein is correct and complete
as of the Effective Date.

      (i)   When UCC financing statements describing the Collateral as "all
personal property" have been filed in the applicable offices specified in such
Perfection Certificate, the Transaction Liens will constitute perfected security
interests in the Collateral owned by such Lien Grantor to the extent that a
security interest therein may be perfected by filing pursuant to the UCC, prior
to all Liens and rights of others therein except Permitted Liens. When, in
addition to the filing of such UCC financing statements, the applicable
Intellectual Property Filings have been made with respect to such Lien Grantor's
Recordable Intellectual Property (including any future filings required pursuant
to Sections 5(a) and 8(a)), the Transaction Liens will constitute perfected
security interests in all right, title and interest of such Lien Grantor in its
Recordable Intellectual Property to the extent that security interests therein
may be perfected by such filings, prior to all Liens and rights of others
therein except Permitted Liens. Except for the filing of such UCC financing
statements and such Intellectual Property Filings, no registration, recordation
or filing with any governmental body, agency or official is required in
connection with the execution or delivery of the Security Documents or is
necessary for the validity or enforceability thereof or for the perfection or
due recordation of the Transaction Liens or for the enforcement of the
Transaction Liens.

      (j)   Such Lien Grantor's Collateral is insured as required by the Credit
Agreement.

                                       15


      SECTION 5. Further Assurances; General Covenants. Each Lien Grantor
covenants as follows:

      (a)   Such Lien Grantor will, from time to time, at the relevant
Borrower's expense, execute, deliver, file and record any statement, assignment,
instrument, document, agreement or other paper and take any other action
(including any Intellectual Property Filing and any filing of financing or
continuation statements under the UCC) that from time to time may be necessary
or desirable, or that the Administrative Agent may reasonably request, in order
to:

            (i)   create, preserve, perfect, confirm or validate the Transaction
      Liens on such Lien Grantor's Collateral;

            (ii)  in the case of Pledged Deposit Accounts and Pledged Investment
      Property, cause the Administrative Agent to have Control thereof to the
      extent required by Section 10;

            (iii) enable the Administrative Agent and the other Secured Parties
      to obtain the full benefits of the Security Documents; or

            (iv)  enable the Administrative Agent to exercise and enforce any of
      its rights, powers and remedies with respect to any of such Lien Grantor's
      Collateral.

To the extent permitted by applicable law, such Lien Grantor authorizes the
Administrative Agent to execute and file such financing statements or
continuation statements without such Lien Grantor's signature appearing thereon.
Such Lien Grantor agrees that a carbon, photographic, photostatic or other
reproduction of this Agreement or of a financing statement is sufficient as a
financing statement. Such Lien Grantor constitutes the Administrative Agent its
attorney-in-fact to execute and file all Intellectual Property Filings and other
filings required or so requested for the foregoing purposes, all acts of such
attorney being hereby ratified and confirmed; and such power, being coupled with
an interest, shall be irrevocable until all the Transaction Liens granted by
such Lien Grantor terminate pursuant to Section 22. The relevant Borrower will
pay the costs of, or incidental to, any Intellectual Property Filings and any
recording or filing of any financing or continuation statements or other
documents recorded or filed pursuant hereto.

      (b)   Except as permitted by Section 6.05 of the Credit Agreement, such
Lien Grantor will not sell, lease, exchange, assign or otherwise dispose of, or
grant any option with respect to, any of its Collateral. The Administrative
Agent will, at the Borrowers' expense, execute and deliver to the relevant Lien
Grantor such documents as such Lien Grantor shall reasonably request to evidence
the fact

                                       16


that any asset sold or disposed of in compliance with Section 6.05 of the Credit
Agreement is no longer subject to a Transaction Lien.

      (c)   Such Lien Grantor will, promptly upon request, provide to the
Administrative Agent all information and evidence concerning such Lien Grantor's
Collateral that the Administrative Agent may reasonably request from time to
time to enable it to enforce the provisions of the Security Documents.

      SECTION 6. Accounts. Each Lien Grantor represents, warrants and covenants
as follows:

      (a)   Such Lien Grantor will use commercially reasonable efforts to cause
to be collected from its account debtors, when due, all amounts owing under its
Accounts (including delinquent Accounts, which will be collected in accordance
with lawful collection procedures) and will apply all amounts collected thereon,
forthwith upon receipt thereof, to the outstanding balances of such Accounts.
Subject to the rights of the Administrative Agent and the other Secured Parties
hereunder if an Event of Default shall have occurred and be continuing, such
Lien Grantor may allow in the ordinary course of business as adjustments to
amounts owing under its Accounts (i) any extension or renewal of the time or
times for payment, or settlement for less than the total unpaid balance, that
such Lien Grantor finds appropriate in accordance with sound business judgment
and (ii) refunds or credits, all in the ordinary course of business and
consistent with such Lien Grantor's historical collection practices. The costs
and expenses (including attorney's fees) of collection, whether incurred by such
Lien Grantor or the Administrative Agent, shall be paid by such Lien Grantor.

      (b)   If payments with respect to any of such Lien Grantor's Accounts are
received in a lockbox or similar account, such Lien Grantor will (i) at all
times, to the extent required by Section 10, cause such account to be a
Controlled Deposit Account and (ii) if such account is a Controlled Deposit
Account, cause the relevant depositary bank to subordinate to the relevant
Transaction Lien all its claims to such account (except its right to deduct its
normal operating charges and any uncollected funds previously credited thereto).
Funds credited to any such account shall be transferred to such Deposit Account
as designated by such Lien Grantor; provided that, if an Event of Default shall
have occurred and be continuing, the Administrative Agent may designate the
Deposit Account to which such funds are transferred.

      (c)   If an Event of Default shall have occurred and be continuing, such
Lien Grantor will, if requested to do so by the Administrative Agent, promptly
notify (and such Lien Grantor authorizes the Administrative Agent so to notify)
each account debtor in respect of any of its Accounts that such Accounts have
been assigned to the Administrative Agent hereunder, and that any payments due

                                       17


or to become due in respect of such Accounts are to be made directly to the
Administrative Agent or its designee.

      SECTION 7. Equipment. Each Lien Grantor covenants that it will permit any
of its material Pledged Equipment to become a fixture to real estate or an
accession to any personal property that is not included in the Collateral.

      SECTION 8. Recordable Intellectual Property. Each Lien Grantor covenants
as follows:

      (a)   On the Effective Date (in the case of an Original Lien Grantor) or
the date on which it signs and delivers its first Security Agreement Supplement
(in the case of any other Lien Grantor), such Lien Grantor will sign and deliver
to the Administrative Agent Intellectual Property Security Agreements with
respect to all Recordable Intellectual Property then owned by it. Within 30 days
after the end of each Fiscal Quarter thereafter, it will sign and deliver to the
Administrative Agent an appropriate Intellectual Property Security Agreement
covering any Recordable Intellectual Property owned by it on the last day of
such Fiscal Quarter that is not covered by any previous Intellectual Property
Security Agreement so signed and delivered by it. In each case, it will promptly
make all Intellectual Property Filings necessary to record the Transaction Liens
on such Recordable Intellectual Property.

      (b)   Such Lien Grantor will notify the Administrative Agent promptly if
it knows that any application or registration relating to any Recordable
Intellectual Property owned or licensed by it may become abandoned or dedicated
to the public, or of any adverse determination or development (including the
institution of, or any adverse determination or development in, any proceeding
in the United States Copyright Office, the United States Patent and Trademark
Office or any court) regarding such Lien Grantor's ownership of such Recordable
Intellectual Property, its right to register or patent the same, or its right to
keep and maintain the same. If any of such Lien Grantor's rights to any
Recordable Intellectual Property are infringed, misappropriated or diluted by a
third party, such Lien Grantor will notify the Administrative Agent within 30
days after it learns thereof and will, unless such Lien Grantor shall reasonably
determine that such action would be of negligible value, economic or otherwise,
promptly sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as such Lien Grantor shall reasonably deem appropriate under
the circumstances to protect such Recordable Intellectual Property.

      SECTION 9. Investment Property. Each Lien Grantor represents, warrants and
covenants as follows:

                                       18


      (a)   Certificated Securities. On the Effective Date (in the case of an
Original Lien Grantor) or the date on which it signs and delivers its first
Security Agreement Supplement (in the case of any other Lien Grantor), such Lien
Grantor will deliver to the Administrative Agent as Collateral hereunder all
certificates representing Pledged Certificated Securities then owned by such
Lien Grantor. Thereafter, such Lien Grantor will, within five Business Days
after it acquires any other certificate representing a Pledged Certificated
Security, deliver such certificate to the Administrative Agent as Collateral
hereunder. The provisions of this subsection are subject to the limitation in
Section 13(j) in the case of voting Equity Interests in an Excluded Subsidiary.

      (b)   Uncertificated Securities. On the Effective Date (in the case of an
Original Lien Grantor) or the date on which it signs and delivers its first
Security Agreement Supplement (in the case of any other Lien Grantor), such Lien
Grantor will enter into (and cause the relevant issuer to enter into) an Issuer
Control Agreement in respect of each Pledged Uncertificated Security then owned
by such Lien Grantor and deliver such Issuer Control Agreement to the
Administrative Agent (which shall enter into the same). Thereafter, whenever
such Lien Grantor acquires any other Pledged Uncertificated Security, such Lien
Grantor will enter into (and cause the relevant issuer to enter into) an Issuer
Control Agreement in respect of such Pledged Uncertificated Security and deliver
such Issuer Control Agreement to the Administrative Agent (which shall enter
into the same). The provisions of this subsection are subject to the limitation
in Section 13(j) in the case of voting Equity Interests in an Excluded
Subsidiary.

      (c)   Security Entitlements. Upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent may, by notice to
Holdings or such Lien Grantor, require that such Lien Grantor enter into (and
cause the relevant Securities Intermediary to enter into) a Securities Account
Control Agreement in respect of each Security Entitlement owned by it and the
Securities Account to which the underlying Financial Asset is credited and
deliver such Securities Account Control Agreement to the Administrative Agent
(which shall enter into the same). Thereafter, whenever such Lien Grantor
acquires any other Security Entitlement, such Lien Grantor will, as promptly as
practicable, cause the underlying Financial Asset to be credited to a Controlled
Securities Account.

      (d)   Perfection as to Certificated Securities. When such Lien Grantor
delivers the certificate representing any Pledged Certificated Security owned by
it to the Administrative Agent and complies with Section 13(h) in connection
with such delivery, (i) the Transaction Lien on such Pledged Certificated
Security will be perfected, subject to no prior Liens or rights of others, (ii)
the Administrative Agent will have Control of such Pledged Certificated Security
and (iii) the

                                       19


Administrative Agent will be a protected purchaser (within the meaning of UCC
Section 8-303) thereof.

      (e)   Perfection as to Uncertificated Securities. When such Lien Grantor,
the Administrative Agent and the issuer of any Pledged Uncertificated Security
owned by such Lien Grantor enter into an Issuer Control Agreement with respect
thereto, (i) the Transaction Lien on such Pledged Uncertificated Security will
be perfected, subject to no prior Liens or rights of others, (ii) the
Administrative Agent will have Control of such Pledged Uncertificated Security
and (iii) the Administrative Agent will be a protected purchaser (within the
meaning of UCC Section 8-303) thereof.

      (f)   Perfection as to Security Entitlements. So long as the Financial
Asset underlying any Security Entitlement owned by such Lien Grantor is credited
to a Controlled Securities Account, (i) the Transaction Lien on such Security
Entitlement will be perfected, subject to no prior Liens or rights of others
(except Liens and rights of the relevant Securities Intermediary that are
Permitted Liens), (ii) the Administrative Agent will have Control of such
Security Entitlement and (iii) no action based on an adverse claim to such
Security Entitlement or such Financial Asset, whether framed in conversion,
replevin, constructive trust, equitable lien or other theory, may be asserted
against the Administrative Agent or any other Secured Party.

      (g)   Agreement as to Applicable Jurisdiction. In respect of all material
Security Entitlements owned by such Lien Grantor, and all Securities Accounts to
which the related Financial Assets are credited, the Securities Intermediary's
jurisdiction (determined as provided in UCC Section 8-110(e)) will at all times
be located in the United States.

      (h)   Delivery of Pledged Certificates. All Pledged Certificates, when
delivered to the Administrative Agent, will be in suitable form for transfer by
delivery, or accompanied by duly executed instruments of transfer or assignment
in blank, all in form and substance satisfactory to the Administrative Agent.

      (i)   Excluded Subsidiaries. A Lien Grantor will not be obligated to
comply with the provisions of this Section 9 at any time with respect to any
voting Equity Interest in an Excluded Subsidiary if and to the extent (but only
to the extent) that such voting Equity Interest is excluded from the Transaction
Liens at such time pursuant to clause (B) of the proviso at the end of Section
3(a) and/or the comparable provisions of one or more Security Agreement
Supplements.

      SECTION 10. Deposit Accounts. Each Lien Grantor represents, warrants and
covenants as follows:

                                       20


      (a)   Upon the occurrence and during the continuance of an Event of
Default, the Administrative Agent may, by notice to Holdings or such Lien
Grantor, require that all cash owned by such Lien Grantor be deposited, upon or
promptly after the receipt thereof, in one or more Controlled Deposit Accounts.
Each Controlled Deposit Account will be operated as provided in Section 12.

      (b)   In respect of each Controlled Deposit Account, the Depositary Bank's
jurisdiction (determined as provided in UCC Section 9-304) will at all times be
a jurisdiction in which Article 9 of the Uniform Commercial Code is in effect.

      (c)   So long as the Administrative Agent has Control of a Controlled
Deposit Account, the Transaction Lien on such Controlled Deposit Account will be
perfected, subject to no prior Liens or rights of others (except the Depositary
Bank's right to deduct its normal operating charges and any uncollected funds
previously credited thereto).

      SECTION 11. Cash Collateral Accounts. (a) If and when required for
purposes hereof, the Administrative Agent will establish (a) with respect to
each Borrower an account to be designated as such Borrower's "Cash Collateral
Account" (its "CASH COLLATERAL ACCOUNT") in the name and under the exclusive
control of the Administrative Agent, into which all amounts owned by such
Borrower that are to be deposited therein pursuant to the Loan Documents shall
be deposited from time to time. Each Cash Collateral Account will be operated as
provided in this Section and Section 12.

      (b)   The Administrative Agent shall deposit the following amounts, as and
when received by it, in the applicable Cash Collateral Account:

            (i)   each amount required by Section 2.04(k) of the Credit
      Agreement to be deposited therein to cover outstanding LC Reimbursement
      Obligations; and

            (ii)  each Cash Distribution required by Section 15 to be deposited
      therein.

      (c)   The Administrative Agent shall maintain such records and/or
establish such sub-accounts as shall be required to enable it to identify the
amounts held in each Cash Collateral Account from time to time pursuant to each
clause of subsection ERROR! REFERENCE SOURCE NOT FOUND., as applicable.

      (d)   Unless (x) an Event of Default shall have occurred and be continuing
and the Required Lenders shall have instructed the Administrative Agent to stop
withdrawing amounts from the Cash Collateral Accounts pursuant

                                       21


to this subsection or (y) the maturity of the Loans shall have been accelerated
pursuant to Article 7 of the Credit Agreement, the Administrative Agent shall
withdraw amounts from the Cash Collateral Accounts and apply them for the
following purposes:

            (i)   any amount deposited in a Cash Collateral Account pursuant to
      Section 2.04(k) of the Credit Agreement to cover outstanding LC
      Reimbursement Obligations shall be withdrawn and applied to pay such LC
      Reimbursement Obligations as they become due; provided that such amount
      (to the extent not theretofore so applied) shall be withdrawn and returned
      to the relevant Borrower if and when permitted by said Section 2.04(k);
      and

            (ii)  any Cash Distribution deposited in a Cash Collateral Account
      pursuant to Section 15 shall, at the relevant Borrower's request, (x) be
      withdrawn and applied to pay Secured Obligations that are then due and
      payable or (y) if no Default has occurred and is continuing, be withdrawn
      and returned to such Borrower.

      SECTION 12. Operation of Collateral Accounts. (a) All Cash Distributions
received with respect to assets held in any Collateral Account shall be
deposited therein promptly upon receipt thereof.

      (b)   Funds held in any Controlled Securities Account may, until
withdrawn, be invested and reinvested in such Permitted Investments as the
relevant Lien Grantor shall request from time to time; provided that, if an
Event of Default shall have occurred and be continuing, Administrative Agent may
select such Permitted Investments.

      (c)   Funds held in any Deposit Account or any Cash Collateral Account
may, until withdrawn, be invested and reinvested in such Permitted Investments
as the relevant Lien Grantor shall request from time to time; provided that if
an Event of Default shall have occurred and be continuing, the Administrative
Agent may select such Permitted Investments.

      (d)   With respect to each Collateral Account (except a Cash Collateral
Account, as to which Section 11 applies), the Administrative Agent will instruct
the relevant Securities Intermediary or Depositary Bank that the relevant Lien
Grantor may withdraw, or direct the disposition of, funds held therein unless
and until the Administrative Agent rescinds such instruction. The Administrative
Agent will not rescind such instructions unless an Event of Default shall have
occurred and be continuing.

                                       22


      (e)   If an Event of Default shall have occurred and be continuing, the
Administrative Agent may (i) retain, or instruct the relevant Securities
Intermediary or Depositary Bank to retain, all cash and investments then held in
any Collateral Account, (ii) liquidate, or instruct the relevant Securities
Intermediary or Depositary Bank to liquidate, any or all investments held
therein and/or (iii) withdraw any amounts held therein and apply such amounts as
provided in Section 17.

      (f)   If immediately available cash on deposit in any Collateral Account
is not sufficient to make any distribution or withdrawal to be made pursuant
hereto, the Administrative Agent will cause to be liquidated, as promptly as
practicable, such investments held in or credited to such Collateral Account as
shall be required to obtain sufficient cash to make such distribution or
withdrawal and, notwithstanding any other provision hereof, such distribution or
withdrawal shall not be made until such liquidation has taken place.

      SECTION 13. Transfer Of Record Ownership. At any time when an Event of
Default shall have occurred and be continuing, the Administrative Agent may (and
to the extent that action by it is required, the relevant Lien Grantor, if
directed to do so by the Administrative Agent, will as promptly as practicable)
cause each of the Pledged Securities (or any portion thereof specified in such
direction) to be transferred of record into the name of the Administrative Agent
or its nominee. Each Lien Grantor will take any and all actions reasonably
requested by the Administrative Agent to facilitate compliance with this
Section. If the provisions of this Section are implemented, Section 9(b) shall
not thereafter apply to any Pledged Security that is registered in the name of
the Administrative Agent or its nominee. The Administrative Agent will promptly
give to the relevant Lien Grantor copies of any notices and other communications
received by the Administrative Agent with respect to Pledged Securities
registered in the name of the Administrative Agent or its nominee.

      SECTION 14. Right to Vote Securities. (a) Unless an Event of Default
shall have occurred and be continuing, each Lien Grantor will have the right,
from time to time, to vote and to give consents, ratifications and waivers with
respect to any Pledged Security owned by it and the Financial Asset underlying
any Pledged Security Entitlement owned by it, and the Administrative Agent will,
upon receiving a written request from such Lien Grantor, deliver to such Lien
Grantor or as specified in such request such proxies, powers of attorney,
consents, ratifications and waivers in respect of any such Pledged Security that
is registered in the name of the Administrative Agent or its nominee or any such
Pledged Security Entitlement as to which the Administrative Agent or its nominee
is the Entitlement Holder, in each case as shall be specified in such request
and be in form and substance satisfactory to the Administrative Agent. Unless an
Event of Default shall have occurred and be continuing, the Administrative Agent
will

                                       23


have no right to take any action which the owner of a Pledged Partnership
Interest or Pledged LLC Interest is entitled to take with respect thereto,
except the right to receive payments and other distributions to the extent
provided herein.

      (b)   If an Event of Default shall have occurred and be continuing, the
Administrative Agent will have the right to the extent permitted by law (and, in
the case of a Pledged Partnership Interest or Pledged LLC Interest, by the
relevant partnership agreement, limited liability company agreement, operating
agreement or other governing document) to vote, to give consents, ratifications
and waivers and to take any other action with respect to the Pledged Investment
Property, the other Pledged Equity Interests (if any) and the Financial Assets
underlying the Pledged Security Entitlements, with the same force and effect as
if the Administrative Agent were the absolute and sole owner thereof, and each
Lien Grantor will take all such action as the Administrative Agent may
reasonably request from time to time to give effect to such right.

      SECTION 15. Certain Cash Distributions. Cash Distributions with respect to
assets held in a Collateral Account shall be deposited and held therein, or
withdrawn therefrom, as provided in Section 12. Cash Distributions with respect
to any Pledged Equity Interest or Pledged Debt that is not held in a Collateral
Account (whether held in the name of a Lien Grantor or in the name of the
Administrative Agent or its nominee) shall be deposited, promptly upon receipt
thereof, in a Controlled Deposit Account or other Deposit Account permitted by
Section 10(d) of the relevant Lien Grantor; provided that, if an Event of
Default shall have occurred and be continuing, the Administrative Agent may
deposit, or direct the recipient thereof to deposit, each such Cash Distribution
in the relevant Lien Grantor's Cash Collateral Account.

      SECTION 16. Remedies upon Event of Default. (a) If an Event of Default
shall have occurred and be continuing, the Administrative Agent may exercise (or
cause its sub-agents to exercise) any or all of the remedies available to it (or
to such sub-agents) under the Security Documents.

      (b)   Without limiting the generality of the foregoing, if an Event of
Default shall have occurred and be continuing, the Administrative Agent may
exercise on behalf of the Secured Parties all the rights of a secured party
under the UCC (whether or not in effect in the jurisdiction where such rights
are exercised) with respect to any Collateral and, in addition, the
Administrative Agent may, without being required to give any notice, except as
herein provided or as may be required by mandatory provisions of law, withdraw
all cash held in the Collateral Accounts and apply such cash as provided in
Section 17 and, if there shall be no such cash or if such cash shall be
insufficient to pay all the Secured Obligations in full, sell, lease, license or
otherwise dispose of the Collateral or any part thereof.

                                       24


Notice of any such sale or other disposition shall be given to the relevant Lien
Grantor(s) as required by Section 19.

      (c)   Without limiting the generality of the foregoing, if an Event of
Default shall have occurred and be continuing:

            (i)   the Administrative Agent may license or sublicense, whether
      general, special or otherwise, and whether on an exclusive or
      non-exclusive basis, any Pledged intellectual property (including any
      Pledged Recordable Intellectual Property) throughout the world for such
      term or terms, on such conditions and in such manner as the Administrative
      Agent shall in its sole discretion determine; provided that such licenses
      or sublicenses do not conflict with any existing license of which the
      Administrative Agent shall have received a copy;

            (ii)  the Administrative Agent may (without assuming any obligation
      or liability thereunder), at any time and from time to time, in its sole
      and reasonable discretion, enforce (and shall have the exclusive right to
      enforce) against any licensee or sublicensee all rights and remedies of
      any Lien Grantor in, to and under any of its Pledged intellectual property
      and take or refrain from taking any action under any thereof, and each
      Lien Grantor releases the Administrative Agent and each other Secured
      Party from liability for, and agrees to hold the Administrative Agent and
      each other Secured Party free and harmless from and against any claims and
      expenses arising out of, any lawful action so taken or omitted to be taken
      with respect thereto, except for claims and expenses arising from the
      Administrative Agent's or such Secured Party's gross negligence or willful
      misconduct; and

            (iii) upon request by the Administrative Agent (which shall not be
      construed as implying any limitation on its rights or powers), each Lien
      Grantor will execute and deliver to the Administrative Agent a power of
      attorney, in form and substance satisfactory to the Administrative Agent,
      for the implementation of any sale, lease, license or other disposition of
      any of such Lien Grantor's Pledged intellectual property or any action
      related thereto. In connection with any such disposition, but subject to
      any confidentiality restrictions imposed on such Lien Grantor in any
      license or similar agreement, such Lien Grantor will use reasonable
      efforts to supply to the Administrative Agent its know-how and expertise
      relating to the relevant intellectual property or the products or services
      made or rendered in connection with such intellectual property, and to the
      distribution of said products or services.

                                       25


      SECTION 17. Application of Proceeds. (a) If an Event of Default shall have
occurred and be continuing, the Administrative Agent may apply (i) any cash held
in the Collateral Accounts and (ii) the proceeds of any sale or other
disposition of all or any part of the Collateral, in the following order of
priorities:

            first, to pay the expenses of such sale or other disposition,
      including reasonable compensation to agents of and counsel for the
      Administrative Agent, and all expenses, liabilities and advances incurred
      or made by the Administrative Agent in connection with the Security
      Documents, and any other amounts then due and payable to the
      Administrative Agent pursuant to Section 18 or pursuant to Section 9.03 of
      the Credit Agreement;

            second, to pay the unpaid principal of the Secured Obligations
      ratably (or provide for the payment thereof pursuant to Section 17(b)),
      until payment in full of the principal of all Secured Obligations shall
      have been made (or so provided for);

            third, to pay ratably all interest (including Post-Petition
      Interest) and fees on the Secured Obligations, until payment in full of
      all such interest and fees shall have been made;

            fourth, to pay all other Secured Obligations ratably (or provide for
      the payment thereof pursuant to Section 17(b)), until payment in full of
      all such other Secured Obligations shall have been made (or so provided
      for); and

            finally, to pay to the relevant Lien Grantor, or as a court of
      competent jurisdiction may direct, any surplus then remaining from the
      proceeds of the Collateral owned by it;

provided that Collateral owned by a Subsidiary Guarantor and any proceeds
thereof shall be applied pursuant to the foregoing clauses first, second, third
and fourth only to the extent permitted by the limitation in Section 2(h). The
Administrative Agent may make such distributions hereunder in cash or in kind
or, on a ratable basis, in any combination thereof.

      (b)   If at any time any portion of any monies collected or received by
the Administrative Agent would, but for the provisions of this Section 17(b), be
payable pursuant to Section 17(a) in respect of a Contingent Secured Obligation,
the Administrative Agent shall not apply any monies to pay such Contingent
Secured Obligation but instead shall request the holder thereof, at least 10
days before each proposed distribution hereunder, to notify the Administrative
Agent as to the maximum amount of such Contingent Secured Obligation if then

                                       26


ascertainable (e.g., in the case of a letter of credit, the maximum amount
available for subsequent drawings thereunder). If the holder of such Contingent
Secured Obligation does not notify the Administrative Agent of the maximum
ascertainable amount thereof at least two Business Days before such
distribution, such holder will not be entitled to share in such distribution. If
such holder does so notify the Administrative Agent as to the maximum
ascertainable amount thereof, the Administrative Agent will allocate to such
holder a portion of the monies to be distributed in such distribution,
calculated as if such Contingent Secured Obligation were outstanding in such
maximum ascertainable amount. However, the Administrative Agent will not apply
such portion of such monies to pay such Contingent Secured Obligation, but
instead will hold such monies or invest such monies in Permitted Investments.
All such monies and Permitted Investments and all proceeds thereof will
constitute Collateral hereunder, but will be subject to distribution in
accordance with this Section 17(b) rather than Section 17(a). The Administrative
Agent will hold all such monies and Permitted Investments and the net proceeds
thereof in trust until all or part of such Contingent Secured Obligation becomes
a Non-Contingent Secured Obligation, whereupon the Administrative Agent at the
request of the relevant Secured Party will apply the amount so held in trust to
pay such Non-Contingent Secured Obligation; provided that, if the other Secured
Obligations theretofore paid pursuant to the same clause of Section 17(a) (i.e.,
clause second or fourth) were not paid in full, the Administrative Agent will
apply the amount so held in trust to pay the same percentage of such
Non-Contingent Secured Obligation as the percentage of such other Secured
Obligations theretofore paid pursuant to the same clause of Section 17(a). If
(i) the holder of such Contingent Secured Obligation shall advise the
Administrative Agent that no portion thereof remains in the category of a
Contingent Secured Obligation and (ii) the Administrative Agent still holds any
amount held in trust pursuant to this Section 17(b) in respect of such
Contingent Secured Obligation (after paying all amounts payable pursuant to the
preceding sentence with respect to any portions thereof that became
Non-Contingent Secured Obligations), such remaining amount will be applied by
the Administrative Agent in the order of priorities set forth in Section 17(a).

      (c)   In making the payments and allocations required by this Section, the
Administrative Agent may rely upon information supplied to it pursuant to
Section 21(c). All distributions made by the Administrative Agent pursuant to
this Section shall be final (except in the event of manifest error) and the
Administrative Agent shall have no duty to inquire as to the application by any
Secured Party of any amount distributed to it.

      SECTION 18. Fees and Expenses; Indemnification. (a) Each Borrower will
forthwith upon demand pay to the Administrative Agent:

                                       27


            (i)   the amount of any taxes that the Administrative Agent may have
      been required to pay by reason of the Transaction Liens or to free any
      Collateral from any other Lien thereon;

            (ii)  the amount of any and all reasonable out-of-pocket expenses,
      including transfer taxes and reasonable fees and expenses of counsel and
      other experts, that the Administrative Agent may incur in connection with
      (x) the administration or enforcement of the Security Documents, including
      such expenses as are incurred to preserve the value of the Collateral or
      the validity, perfection, rank or value of any Transaction Lien, (y) the
      collection, sale or other disposition of any Collateral or (z) the
      exercise by the Administrative Agent of any of its rights or powers under
      the Security Documents; and

            (iii) the amount required to indemnify the Administrative Agent for,
      or hold it harmless and defend it against, any loss, liability or expense
      (including the reasonable fees and expenses of its counsel and any experts
      or sub-agents appointed by it hereunder) incurred or suffered by the
      Administrative Agent in connection with the Security Documents, except to
      the extent that such loss, liability or expense arises from the
      Administrative Agent's gross negligence or willful misconduct.

Any such amount not paid to the Administrative Agent on demand will bear
interest for each day thereafter until paid at a rate per annum equal to the sum
of 2% plus the rate applicable to Base Rate Loans for such day.

      (b)   If any transfer tax, documentary stamp tax or other tax is payable
in connection with any transfer or other transaction provided for in the
Security Documents, the relevant Borrower will pay such tax and provide any
required tax stamps to the Administrative Agent or as otherwise required by law.

      (c)   Each Borrower shall indemnify each of the Secured Parties, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "INDEMNITEE") against, and hold each
Indemnitee harmless from, any and all liabilities, losses, damages, costs and
expenses of any kind (including reasonable expenses of investigation by
engineers, environmental consultants and similar technical personnel and
reasonable fees and disbursements of counsel) arising out of, or in connection
with any and all Environmental Liabilities. Without limiting the generality of
the foregoing, each Lien Grantor waives all rights for contribution and all
other rights of recovery with respect to liabilities, losses, damages, costs and
expenses arising under or related to Environmental Laws that it might have by
statute or otherwise against any Indemnitee.

                                       28


      SECTION 19. Authority to Administer Collateral. Each Lien Grantor
authorizes the Administrative Agent to file UCC financing statements against it
describing the Collateral as "all personal property". Each Lien Grantor
irrevocably appoints the Administrative Agent its true and lawful attorney, with
full power of substitution, in the name of such Lien Grantor, any Secured Party
or otherwise, for the sole use and benefit of the Secured Parties, but at the
Borrowers' expense, to the extent permitted by law to exercise, at any time and
from time to time while an Event of Default shall have occurred and be
continuing, all or any of the following powers with respect to all or any of
such Lien Grantor's Collateral:

            (a)   to demand, sue for, collect, receive and give acquittance for
      any and all monies due or to become due upon or by virtue thereof,

            (b)   to settle, compromise, compound, prosecute or defend any
      action or proceeding with respect thereto,

            (c)   to sell, lease, license or otherwise dispose of the same or
      the proceeds or avails thereof, as fully and effectually as if the
      Administrative Agent were the absolute owner thereof, and

            (d)   to extend the time of payment of any or all thereof and to
      make any allowance or other adjustment with reference thereto;

provided that, except in the case of Collateral that is perishable or threatens
to decline speedily in value or is of a type customarily sold on a recognized
market, the Administrative Agent will give the relevant Lien Grantor at least
ten days' prior written notice of the time and place of any public sale thereof
or the time after which any private sale or other intended disposition thereof
will be made. Any such notice shall (i) contain the information specified in UCC
Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required
to be notified pursuant to UCC Section 9-611(c); provided that, if the
Administrative Agent fails to comply with this sentence in any respect, its
liability for such failure shall be limited to the liability (if any) imposed on
it as a matter of law under the UCC.

      SECTION 20. Limitation on Duty in Respect of Collateral. Beyond the
exercise of reasonable care in the custody and preservation thereof, the
Administrative Agent will have no duty as to any Collateral in its possession or
control or in the possession or control of any sub-agent or bailee or any income
therefrom or as to the preservation of rights against prior parties or any other
rights pertaining thereto. The Administrative Agent will be deemed to have
exercised reasonable care in the custody and preservation of the Collateral in
its possession or control if such Collateral is accorded treatment substantially
equal to that which it accords its own property, and will not be liable or
responsible for

                                       29


any loss or damage to any Collateral, or for any diminution in the value
thereof, by reason of any act or omission of any sub-agent or bailee selected by
the Administrative Agent in good faith, except to the extent that such liability
arises from the Administrative Agent's gross negligence or willful misconduct.

      SECTION 21. General Provisions Concerning the Administrative Agent.

      (a)   The provisions of Article 8 of the Credit Agreement shall inure to
the benefit of the Administrative Agent, and shall be binding upon all Lien
Grantors and all Secured Parties, in connection with this Agreement and the
other Security Documents. Without limiting the generality of the foregoing, (i)
the Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether an Event of Default has occurred and is
continuing, (ii) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated by the Security Documents that the
Administrative Agent is required in writing to exercise by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02 of the Credit Agreement), and
(iii) except as expressly set forth in the Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for any
failure to disclose, any information relating to any DealerTrack Company that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be
responsible for the existence, genuineness or value of any Collateral or for the
validity, perfection, priority or enforceability of any Transaction Lien,
whether impaired by operation of law or by reason of any action or omission to
act on its part under the Security Documents. The Administrative Agent shall be
deemed not to have knowledge of any Event of Default unless and until written
notice thereof is given to the Administrative Agent by Holdings, the Company or
a Secured Party.

      (b)   Sub-Agents and Related Parties. The Administrative Agent may perform
any of its duties and exercise any of its rights and powers through one or more
sub-agents appointed by it. The Administrative Agent and any such sub-agent may
perform any of its duties and exercise any of its rights and powers through its
Related Parties. The exculpatory provisions of Section 20 and this Section shall
apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent.

      (c)   Information as to Secured Obligations and Actions by Secured
Parties. For all purposes of the Security Documents, including determining the
amounts of the Secured Obligations and whether a Secured Obligation is a
Contingent Secured Obligation or not, or whether any action has been taken under
any Secured Agreement, the Administrative Agent will be entitled to rely on

                                       30


information from (i) its own records for information as to the Lender Parties,
their Secured Obligations and actions taken by them, (ii) any Secured Party for
information as to its Secured Obligations and actions taken by it, to the extent
that the Administrative Agent has not obtained such information from its own
records, and (iii) Holdings or the Company, to the extent that the
Administrative Agent has not obtained information from the foregoing sources.

      (d)   Refusal to Act. The Administrative Agent may refuse to act on any
notice, consent, direction or instruction from any Secured Parties or any agent,
trustee or similar representative thereof that, in the Administrative Agent's
opinion, (i) is contrary to law or the provisions of any Security Document, (ii)
may expose the Administrative Agent to liability (unless the Administrative
Agent shall have been indemnified, to its reasonable satisfaction, for such
liability by the Secured Parties that gave such notice, consent, direction or
instruction) or (iii) is unduly prejudicial to Secured Parties not joining in
such notice, consent, direction or instruction.

      (e)   Copies of Certain Notices. Within two Business Days after it
receives or sends any notice referred to in this subsection, the Administrative
Agent shall send to the Lenders and each Secured Party Requesting Notice, copies
of any certificate designating additional obligations as Secured Obligations
received by the Administrative Agent pursuant to Section 24 and any notice given
by the Administrative Agent to any Lien Grantor, or received by it from any Lien
Grantor, pursuant to Section 16, 17, 19 or 22.

      SECTION 22. Termination of Transaction Liens; Release of Collateral. (a)
The Transaction Liens granted by each Guarantor shall terminate when its Secured
Guarantee is released pursuant to Section 2(c).

      (b)   The Transaction Liens granted by each Borrower shall terminate when
all the Release Conditions are satisfied.

      (c)   At any time before the Transaction Liens granted by a Borrower
terminate, the Administrative Agent may, at the written request of such
Borrower, (i) release any Collateral (but not all or substantially all the
Collateral) with the prior written consent of the Required Lenders or (ii)
release all or substantially all the Collateral with the prior written consent
of all Lenders.

      (d)   Upon any termination of a Transaction Lien or release of Collateral,
the Administrative Agent will, at the expense of the relevant Lien Grantor,
execute and deliver to such Lien Grantor such documents as such Lien Grantor
shall reasonably request to evidence the termination of such Transaction Lien or
the release of such Collateral, as the case may be.

                                       31


      SECTION 23. Additional Guarantors and Lien Grantors. Any Subsidiary may
become a party hereto by signing and delivering to the Administrative Agent a
Security Agreement Supplement, whereupon such Subsidiary shall become a
"Guarantor" and a "Lien Grantor" as defined herein.

      SECTION 24. Additional Secured Obligations. Any Borrower may from time to
time designate its obligations under any Hedging Agreement or Cash Management
Agreement in effect at such time with any Person which at such time is a Lender
or an Affiliate of an Lender as additional Secured Obligations for purposes
hereof by delivering to the Administrative Agent a certificate signed by an
Authorized Officer that (i) identifies such Hedging Agreement or Cash Management
Agreement and specifies (x) the name and address of each other party thereto and
(y) in the case of a Hedging Agreement, the notional principal amount thereof
and the expiration date thereof, or, in the case of a Cash Management Agreement,
the services provided thereunder and the term thereof, and (ii) states that such
Borrower's obligations thereunder are designated as Secured Obligations for
purposes hereof.

      SECTION 25. Right Of Set-off. Each Secured Party and each of their
respective Affiliates is authorized at any time when (i) an Event of Default
shall have occurred and be continuing or (ii) any Secured Obligation shall not
have been paid when due, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other obligations at any time owing by such Secured
Party or Affiliate to or for the credit or the account of any Lien Grantor
(other than any such obligations arising under or in respect of any agreement or
other arrangement into in the ordinary course of business of the Lien Grantors
pursuant to which such Secured Party or Affiliate is a customer of a Lien
Grantor, as to which any rights of setoff shall be determined without reference
to the provisions of this Section) against any Secured Obligations of any Lien
Grantor, now or hereafter existing and held by such Secured Party or Affiliate,
irrespective of whether or not such Secured Party or Affiliate shall have made
any demand therefor and although such obligations may be unmatured. The rights
of each Secured Party and each such Affiliate under this Section are in addition
to all other rights and remedies (including other rights of set-off) that such
Secured Party or Affiliate may have.

      SECTION 26. Notices. Each notice, request or other communication given to
any party hereunder shall be given in accordance with Section 9.01 of the Credit
Agreement, and in the case of any such notice, request or other communication to
a Lien Grantor other than a Borrower, shall be given to it in care of Holdings.

                                       32


      SECTION 27. No Implied Waivers; Remedies Not Exclusive. No failure by the
Administrative Agent or any Secured Party to exercise, and no delay in
exercising and no course of dealing with respect to, any right or remedy under
any Security Document shall operate as a waiver thereof; nor shall any single or
partial exercise by the Administrative Agent or any Secured Party of any right
or remedy under any Loan Document preclude any other or further exercise thereof
or the exercise of any other right or remedy. The rights and remedies specified
in the Loan Documents are cumulative and are not exclusive of any other rights
or remedies provided by law.

      SECTION 28. Successors and Assigns. This Agreement is for the benefit of
the Administrative Agent and the Secured Parties. If all or any part of any
Secured Party's interest in any Secured Obligation is assigned or otherwise
transferred, the transferor's rights hereunder, to the extent applicable to the
obligation so transferred, shall be automatically transferred with such
obligation. This Agreement shall be binding on the Lien Grantors and their
respective successors and assigns.

      SECTION 29. Amendments and Waivers. Neither this Agreement nor any
provision hereof may be waived, amended, modified or terminated except pursuant
to an agreement or agreements in writing entered into by the Administrative
Agent, with the consent of such Lenders as are required to consent thereto under
Section 9.02 of the Credit Agreement. No such waiver, amendment or modification
shall (i) be binding upon any Lien Grantor, except with its written consent, or
(ii) affect the rights of a Secured Party (other than a Lender) hereunder more
adversely than it affects the comparable rights of the Lenders hereunder,
without the consent of such Secured Party.

      SECTION 30. Choice of Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York, except as otherwise
required by mandatory provisions of law and except to the extent that remedies
provided by the laws of any jurisdiction other than the State of New York are
governed by the laws of such jurisdiction.

      SECTION 31. Waiver of Jury Trial. EACH PARTY HERETO WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO ANY SECURITY DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO

                                       33


ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      SECTION 32. Severability. If any provision of any Security Document is
invalid or unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, (i) the other provisions of the Security Documents shall
remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Administrative Agent and the Secured Parties in order
to carry out the intentions of the parties thereto as nearly as may be possible
and (ii) the invalidity or unenforceability of such provision in such
jurisdiction shall not affect the validity or enforceability thereof in any
other jurisdiction.

                                       34


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                           DEALERTRACK, INC.

                                           By: _________________________________
                                               Name:
                                               Title:

                                           DEALERTRACK HOLDINGS, INC.

                                           By: _________________________________
                                               Name:
                                               Title:

                                           JPMORGAN CHASE BANK, N.A., as
                                             Administrative Agent

                                           By: _________________________________
                                               Name:
                                               Title:

                                      SUBSIDIARY GUARANTORS:

                                           CREDIT ONLINE, INC.

                                           By: _________________________________
                                               Name:
                                               Title:

                                           MENUTRACK, INC.

                                           By: _________________________________
                                               Name:
                                               Title:



                                           WEBALG, INC.

                                           By: _________________________________
                                               Name:
                                               Title:

                                       2

EX-10.15

                                                                   EXHIBIT 10.15

                      SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

            This Senior Executive Employment Agreement (the "Agreement") is
entered into as of this 26th day of May, 2005 (the "Effective Date") by and
between Mark F. O'Neil ("Executive") and DealerTrack Holdings, Inc., a Delaware
corporation ("Employer") with principal offices at 1111 Marcus Avenue, Suite
M04, Lake Success, NY 11042.

            Section 1. Term

            Employer shall continue to employ Executive and Executive agrees to
continue such employment, upon the terms and conditions hereinafter set forth,
from the Effective Date through and including June 30, 2007 (the "Initial
Term"). This Agreement shall renew automatically for successive one year periods
(each, a "Renewal Term") unless one party gives notice to the other party, in
writing, at least sixty (60) days prior to the expiration of this Agreement (or
any renewal) of its desire to terminate the Agreement. The term of this
Agreement, including the Initial Term and any Renewal Term, shall be referred to
herein as the "Term".

            Section 2. Executive's Duties

            (a) Executive shall be Chairman and Chief Executive Officer and
shall report directly to the Board of Directors of Employer (the "Board").
Executive shall faithfully and diligently perform his duties at the direction of
the Board, or a committee of the Board, to the best of Executive's ability.
Executive shall (i) devote his best efforts, skill, and ability and full
business time and attention to the performance of the services customarily
incident to such office, subject to vacations and sick leave as provided herein
and in accordance with Employer policy, (ii) carry out his duties in a competent
and professional manner; and (iii) generally promote the interests of Employer.
Subject to applicable law, Executive shall not knowingly participate in any
activity that is detrimental to the interests of Employer or any of its
affiliates, including, without limitation, any public criticism or disparagement
of any type by Executive, through the media or otherwise, of Employer or any of
its affiliates or employees, except in connection with the exercise of
Executive's rights against Employer or any of its affiliates.

            (b) Executive agrees to abide by all policies applicable to senior
executive officers of Employer promulgated from time to time by Employer, which
policies are enforced uniformly and applicable to all similar executives of
Employer.

            (c) Except for such business travel as may be incident to his duties
hereunder, Executive shall perform his duties at Employer's offices at the
address set forth in the preamble to this Agreement or at such other location as
may be approved by Employer.

            Section 3. Compensation for Executive's Services

            In consideration of the duties and services to be performed by
Executive pursuant to Sections 1 and 2 hereof, Executive shall receive:

            (a) Salary. Executive shall earn salary (the "Salary") at the annual
rate of Four Hundred Seventy-Six Thousand Dollars ($476,000.00) (the "Minimum
Salary"), less all

                                        1


applicable federal, state, and local tax withholdings. Such Salary shall be
earned and shall be payable in periodic installments in accordance with
Employer's payroll practices. During the Term, the Board or the Compensation
Committee of the Board (the "Compensation Committee") will review the Salary
annually and may in its discretion increase the Salary, but may not reduce it
during the Term unless Employer institutes salary reductions across the board;
provided, however, that in no event shall the Salary be reduced below the
Minimum Salary without Executive's written consent.

            (b) Bonus. For each fiscal year of Employer (each, a "Fiscal Year"),
Executive shall be entitled to receive a cash performance bonus (a "Bonus")
which shall be based on the achievement of certain performance benchmarks by
Employer during such Fiscal Year which shall be determined by the Board. The
Board shall review the target Bonus on an annual basis and, in its sole
discretion, may increase such target Bonus for any Fiscal Year. The target Bonus
shall not be decreased except in connection with company-wide bonus reductions.
The target Bonus for any Fiscal Year shall be at least Seventy percent (70%)
percent of the Salary for such Fiscal Year. The Bonus for each Fiscal Year shall
be paid, if at all, to Executive on a schedule consistent with Employer's bonus
payments to its other similarly situated senior executive officers by no later
than two and one half (2-1/2) months following the end of such Fiscal Year.
Executive understands and agrees that the Bonus is established in part as an
inducement for Executive to remain employed by Employer and except as provided
in Section 5(c) of this Agreement, or in the Employer's sole discretion, in the
event that Executive's employment is terminated prior to the end of any Fiscal
Year during the Term, then Executive shall not receive payment of any Bonus for
such year.

            (c) Equity. In connection with Executive's employment, Executive has
been and may continue to be granted stock options ("Stock Options") to purchase
equity securities of Employer pursuant to the terms of DealerTrack Holdings,
Inc. 2001 Stock Option Plan, effective as of August 10, 2001, as amended ("Stock
Option Plan") or may be granted Stock Options or other equity based awards
pursuant to the terms of the DealerTrack Holdings, Inc. 2005 Incentive Award
Plan, effective as of May 26, 2005, as amended (the "2005 Incentive Award
Plan"), or any other successor equity incentive plans (collectively, the "Stock
Incentive Plans"). Except as otherwise provided herein, the terms of the Stock
Options shall be governed by the Stock Incentive Plans. Executive shall be
credited with twenty-four (24) months accelerated vesting of his Stock Options
upon termination of Executive's employment by: (1) Employer without Cause (as
defined below); or (2) Executive for Good Reason (as defined below). Executive
shall be credited with thirty-six (36) months accelerated vesting of his Stock
Options upon a Change of Control (defined below). Executive shall be credited
with full acceleration and vesting of his Stock Options upon the earlier of: (1)
the elimination of Executive's position or a termination of Executive's
employment, in either event, within twelve (12) months after a Change of
Control; (2) a material negative change in Executive's compensation or
responsibilities within twelve (12) months after a Change of Control; or (3) the
requirement that Executive be based at a location which is more than fifty (50)
miles from Employer's offices at the address set forth in the preamble to this
Agreement within twelve (12) months after a Change of Control. Anything in the
Stock Incentive Plans to the contrary notwithstanding, if Executive's employment
is terminated by Executive with Good Reason or by Employer without Cause, or
under circumstances described above which would result in certain accelerated
vesting of any unvested Stock Options held by Executive, the unexercised portion
of any Stock Options held by

                                       2


Executive will not terminate until the twelve (12) month anniversary of the date
of termination of Executive's employment. In the event Employer elects to grant
equity based awards other than Options, such grants shall, where appropriate, be
subject to equivalent acceleration provisions as set forth in this Section 3(c).
For purposes hereof, a "Change of Control" shall mean and includes each of the
following:

            (i) A transaction or series of transactions (other than an offering
      of shares of Employer to the general public through a registration
      statement filed with the Securities and Exchange Commission) whereby any
      "person" or related "group" of "persons" (as such terms are used in
      Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
      amended) (other than the Employer, any of its subsidiaries, an employee
      benefit plan maintained by the Employer or any of its subsidiaries or a
      "person" that, prior to such transaction, directly or indirectly controls,
      is controlled by, or is under common control with, the Employer) directly
      or indirectly acquires beneficial ownership (within the meaning of Rule
      13d-3 under the Securities Exchange Act of 1934, as amended) of securities
      of the Employer possessing more than 50% of the total combined voting
      power of the Employer's securities outstanding immediately after such
      acquisition; or

            (ii) During any period of two consecutive years, individuals who, at
      the beginning of such period, constitute the Board together with any new
      director(s) (other than a director designated by a person who shall have
      entered into an agreement with the Company to effect a transaction
      described in Section 3(c)(i) or Section 3(c)(iii)) whose election by the
      Board or nomination for election by the Employer's stockholders was
      approved by a vote of at least two-thirds of the directors then still in
      office who either were directors at the beginning of the two-year period
      or whose election or nomination for election was previously so approved,
      cease for any reason to constitute a majority thereof; or

            (iii) The consummation by the Employer (whether directly involving
      the Employer or indirectly involving the Employer through one or more
      intermediaries) of (x) a merger, consolidation, reorganization, or
      business combination or (y) a sale or other disposition of all or
      substantially all of the Employer's assets in any single transaction or
      series of related transactions or (z) the acquisition of assets or stock
      of another entity, in each case other than a transaction:

                  (A) Which results in the Employer's voting securities
            outstanding immediately before the transaction continuing to
            represent (either by remaining outstanding or by being converted
            into voting securities of the Employer or the person that, as a
            result of the transaction, controls, directly or indirectly, the
            Employer or owns, directly or indirectly, all or substantially all
            of the Employer's assets or otherwise succeeds to the business of
            the Employer (the Employer or such person, the "Successor Entity"))
            directly or indirectly, at least a majority of the combined voting
            power of the Successor Entity's outstanding voting securities
            immediately after the transaction, and

                  (B) After which no person or group beneficially owns voting
            securities representing 50% or more of the combined voting power of
            the Successor Entity;

                                        3


            provided, however, that no person or group shall be treated for
            purposes of this Section 3(c)(iii) as beneficially owning 50% or
            more of combined voting power of the Successor Entity solely as a
            result of the voting power held in the Employer prior to the
            consummation of the transaction; or

            (iv) The Employer's stockholders approve a liquidation or
      dissolution of the Employer.

The Board or its designee shall have full and final authority, which shall be
exercised in its discretion, to determine conclusively whether a Change of
Control of the Employer has occurred, and the date of the occurrence of such
Change of Control and any incidental matters relating thereto.

            (d) Benefits. Employer shall provide Executive with the right to
participate in and receive benefits from all life, accident, disability, medical
and pension plans, and all similar benefits as are from time to time in effect
and are generally made available to similar situated senior executive officers
of Employer. The amount and extent of benefits to which Executive is entitled
shall be governed by the specific benefit plan, as it may be amended from time
to time.

            (e) Expenses. Employer shall promptly reimburse Executive for
reasonable expenses for cellular telephone usage, entertainment, travel, meals,
lodging and similar items incurred in the conduct of Employer's business. Such
expenses shall be reimbursed in accordance with Employer's expense reimbursement
policies and guidelines.

            (f) Vacation; Sick Leave. During the Term, Executive shall be
entitled to four weeks (4) weeks vacation per year, paid holidays, sick leave,
and similar benefits, to be earned and used in accordance with Employer's policy
and procedure for other similarly situated senior executive officers.

            (g) Modification. Employer reserves the right to modify, suspend or
discontinue any and all of the above plans, practices, policies and programs
referenced in Sections 3(d) and (e) at any time in its discretion without
recourse by Executive so long as such action is taken generally with respect to
other similarly situated senior executive officers. Any such modification,
suspension or discontinuance of the plans, practices and policies referenced in
Section 3(e) will not apply to otherwise reimbursable expenses incurred by
Executive prior to any such modification, suspension or discontinuance.

            Section 4. Termination of Employment

            (a) Resignation. Executive may voluntarily terminate his employment
with Employer, at any time, with or without Good Reason, upon written notice to
Employer.

            (b) Termination. Employer may terminate Executive's employment at
any time, with or without Cause, upon written notice to Executive.

            (c) Death or Disability. Executive's employment shall terminate
immediately upon Executive's death. In the event Employer, in good faith,
determines that Executive is unable to perform the functions of his position due
to a Disability (as defined below), it may

                                        4


notify Executive in writing of its intention to terminate Executive's employment
and Executive's employment with Employer shall terminate effective on the
thirtieth (30th) day after receipt of such notice by Executive. For the purposes
of this Agreement, "Disability" shall mean a physical or mental impairment that
substantially limits a major life activity of Executive and renders Executive
unable to perform the essential functions of his position even with reasonable
accommodation (that does not impose an undue hardship on Employer), and which
has lasted at least (i) sixty (60) consecutive days, (ii) the balance of
Executive's entitlement to leave, if any, under the Family and Medical Leave
Act, or other similar statute or (iii) the balance of any election period under
the Employer's long term disability program (without regard to whether Executive
is awarded benefits under such program), whichever is longer.

            (d) Cause. Employer may immediately terminate Executive's employment
for "Cause" by giving written notice to Executive. For purposes of this
Agreement, "Cause" shall mean:

                  (1)   Executive's commission of an act of fraud or
                        embezzlement upon Employer or any of its affiliates; or

                  (2)   Executive's commission of any willful act intended to
                        injure the reputation, business, or any business
                        relationship of Employer or any of its affiliates; or

                  (3)   Executive is found by a court of competent jurisdiction
                        to have committed a felony; or

                  (4)   the refusal or failure of Executive to perform
                        Executive's duties with Employer in a competent and
                        professional manner that is not cured by Executive
                        within ten (10) business days after a written demand
                        therefor is delivered to Executive by the Board which
                        specifically identifies the manner in which the Board
                        believes that Executive has not substantially performed
                        Executive's duties; provided, further, however, that if
                        the Board, in good faith, determines that the refusal or
                        failure by Executive is egregious in nature or is not
                        susceptible of cure, then no cure period shall be
                        required hereunder; or

                  (5)   the refusal or failure of Executive to comply with any
                        of his material obligations under this Agreement
                        (including any exhibit hereto) that is not cured by
                        Executive within ten (10) business days after a written
                        demand therefor is delivered to Executive by the Board
                        which specifically identifies the manner in which the
                        Board believes Executive has materially breached this
                        Agreement; provided, further, however, that if the
                        Board, in good faith, determines that the refusal or
                        failure by Executive is egregious in nature or is not
                        susceptible of cure, then no cure period shall be
                        required hereunder.

                                        5


            (e) Good Reason. Executive may terminate his employment for "Good
Reason," by delivering written notice of such termination ("Employer Default
Notice") to Employer within sixty (60) days of the occurrence of any of the
following events, each of which shall constitute Good Reason: (i) Employer's
material breach of any provision of this Agreement, the Stock Incentive Plans or
any agreements thereunder, which has not been cured within the allotted time;
(ii) a material reduction of Executive's then current title, status, authority,
responsibility or duties or the assignment to Executive of any duties materially
inconsistent with Executive's then current position; (iii) any material
reduction in Executive's salary or benefits; (iv) the failure of any successor
entity to assume the terms of this Agreement upon any Change of Control; (v) the
relocation of Executive to a facility or location more than fifty (50) miles
from Employer's principal offices at the address set forth in the preamble to
this Agreement; or (vi) the failure of Employer to renew this Agreement upon the
expiration of the Initial Term or any Renewal Term. The Employer Default Notice
shall specify the reason for Executive's belief that an event constituting Good
Reason has occurred. Notwithstanding the foregoing, any material breach of this
Agreement by Employer, or other event constituting Good Reason, shall not
constitute Good Reason if any such breach or other event is cured or corrected
by Employer within thirty (30) days following delivery to Employer of the
Employer Default Notice.

            (f) Continuing Obligations. Executive acknowledges and agrees that
any termination under this Section 4 is not intended, and shall not be deemed or
construed, to affect in any way any of Executive's covenants and obligations
contained in Sections 6, 7, and 8 hereof, which shall continue in full force and
effect beyond such termination for any reason.

            Section 5. Termination Obligations

            (a) Resignation. If Executive's employment is terminated voluntarily
by Executive without Good Reason, Executive's employment shall terminate without
further obligations to Executive other than for payment of the sum of any unpaid
Salary determined by the Board and reimbursable expenses and vacation accrued
and owing to Executive prior to the termination. The sum of such amounts shall
hereinafter be referred to as the "Accrued Obligations," which shall be paid to
Executive or Executive's estate or beneficiary within thirty (30) days of the
date of termination. If Executive voluntarily terminates his employment without
Good Reason and within (30) days of such termination, Employer determines that
it would have had Cause to terminate Executive pursuant to Section 4(d),
Executive shall be deemed to have been terminated for Cause and the terms of
Section 5(b) shall apply.

            (b) Cause. If Executive's employment is terminated by Employer for
Cause, this Agreement shall terminate without further obligations to Executive
other than for the timely payment of Accrued Obligations. If it is subsequently
determined by an arbitrator, pursuant to Section 19 hereof, that Employer did
not have Cause for termination, then Employer's decision to terminate shall be
deemed to have been made without Cause and the terms of Section 5(c) shall
apply.

            (c) By Employer Other than for Cause or Death or Disability; By
Executive for Good Reason.

                                        6


                  (1) If (A) Employer terminates Executive's employment for a
reason other than Cause, or due to Executive's death or Disability, or (B)
Executive terminates his employment for Good Reason, Employer shall have no
further obligations to Executive other than for (i) the payment of Accrued
Obligations, (ii) severance pay in an amount equal to twenty-four (24) months of
Salary to be paid in equal installments in accordance with Employer's payroll
practices during the period beginning on the Severance Commencement Date (as
defined below) and ending on the 24-month anniversary of the date of the
Executive's termination of employment (the "Date of Termination"); provided,
however, that, notwithstanding the foregoing, if the Severance Commencement Date
is the six-month anniversary of the Date of Termination, then Employer shall, as
of the six-month anniversary of the Date of Termination, pay to the Executive a
lump-sum amount equal to 25% of the Severance Amount (with the other 75% of the
Severance Amount payable to the Executive in equal monthly installments during
the period beginning on the six-month anniversary of the Date of Termination and
ending on the 24-month anniversary thereof), and (iii) a pro rata bonus
calculated based on multiplying the percentage of the year Executive worked for
Employer during the year of his termination by the Bonus received by Executive
during the preceding year and (iv) the reimbursement of premiums otherwise
payable by Executive pursuant to COBRA for a period of up to 12 months, or until
Executive no longer is eligible for COBRA continuation coverage, whichever is
earlier. For purposes of this Section 5, "Severance Commencement Date" shall
mean (x) if any stock of Employer or its affiliates is publicly traded on an
established securities market or otherwise and the Board (or its delegate)
determines in its discretion that as of the Date of Termination the Executive is
a "key employee" (within the meaning of Section 416(i) of the Internal Revenue
Code of 1986, as amended (the "Code")), as interpreted in accordance with
Section 409A of the Code and Department of Treasury regulations and other
interpretive guidance issued thereunder) and that Section 409A of the Code
applies with respect to a payment to the Executive pursuant to Section
5(c)(1)(ii), the six-month anniversary of the Date of Termination; or (y) if the
Board (or its delegate) determines in its discretion that the Executive is not
such a "key employee" as of the Date of Termination (or that Section 409A of the
Internal Revenue Code does not apply with respect to a payment to the Executive
pursuant to Section 5(c)(1)(ii)), the Date of Termination. The payments
described in this Section 5(c)(1), except for those set forth in Section
5(c)(1)(ii) and (iv), shall be made within thirty (30) days of the Date of
Termination.

                  (2) If Executive terminates his employment for Good Reason and
it is subsequently determined by an arbitrator, pursuant to Section 20 hereof,
that Executive did not have Good Reason for termination, then Executive's
decision to terminate for Good Reason shall be deemed to have been a voluntary
resignation, the terms of Section 5(a) shall apply, and all monies paid to
Executive pursuant to this Section 5(c)(1), except for those monies paid
pursuant to Section 5(c)(1)(i), shall be immediately returned to Employer.

                  (3) The amounts payable pursuant to Section 5(c)(1) shall be
the only amounts Executive shall receive for termination in accordance with this
Section 5(c); provided, however, that no amounts shall be payable pursuant to
this section 5(c) on or following the date Executive breaches any of Sections 7,
8 or 9 of this Agreement.

            (d) Mitigation. In the event Executive's employment with Employer is
terminated pursuant to this Section 5, Executive shall be obligated to mitigate
any severance payments due to Executive in accordance with Section 5(c)(1)(ii).
Executive shall be required to

                                        7


notify Employer, in writing, within seven (7) days of obtaining subsequent
employment by an unrelated party, which shall include, without limitation,
self-employment, consulting or other arrangement, but not passive investment
activities. In the event Executive obtains other employment during any severance
payout period described in Section 5(c)(1)(ii), the severance payments due to
Executive thereunder shall be reduced to an amount equal to the lesser of (i)
fifty (50%) percent of Executive's Salary immediately prior to the Date of
Termination or (ii) fifty (50%) percent of Executive's base compensation
received for subsequent employment, self-employment, consulting or other
arrangement, commencing on the date Executive commences providing services in
his new capacity. Nothing herein shall require Executive to seek employment,
self-employment, consulting or other arrangement.

            (e) Release. Notwithstanding anything to the contrary contained
herein, no severance payments required hereunder shall be made by Employer until
such time as Executive shall execute a general release for the benefit of
Employer and its affiliates in a form satisfactory to Employer. Such general
release shall not apply to (i) Executive's rights under any Stock Incentive Plan
award agreements or (ii) Executive's rights, as applicable, to indemnification
under Employer's charter or bylaws, any indemnification agreement or applicable
law.

            (f) Equity Compensation Awards. Except as expressly provided herein,
except for the provisions of Section 3(c) of this Agreement, the terms of the
Stock Incentive Plans and any related award agreements and/or notice of grant
shall govern the termination, vesting, and/or exercise of Executive's stock
options or other equity awards upon the termination of Executive's employment
for any reason.

            (g) Exclusive Remedy. Executive agrees that the payments set forth
in this Agreement shall constitute the exclusive and sole remedy for any
termination of Executive's employment and Executive covenants not to assert or
pursue any other remedies, at law or in equity, with respect to this Agreement.

            (h) Termination of Executive's Office. Following the termination of
Executive's employment for any reason, Executive shall hold no further office or
position with Employer or any of its affiliates.

            Section 6. Parachute Payments.

            (a) If it is determined by a nationally recognized United States
public accounting firm selected by the Employer and approved in writing by the
Executive (which approval shall not be unreasonably withheld) (the "Auditors")
that any payment or benefit made or provided to the Executive in connection with
this Agreement or otherwise (including without limitation any Stock Option or
other equity based award vesting) (collectively, a "Payment"), would be subject
to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"),
then the Employer shall pay to the Executive, prior to the time the Parachute
Tax is payable with respect to such Payment, an additional payment (a "Gross-Up
Payment") in an amount such that, after payment by the Executive of all taxes
(including any Parachute Tax) imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed
upon the Payment. The amount of any Gross-Up Payment shall be determined by the
Auditors, subject to adjustment, as necessary, as a result of any Internal

                                       8


Revenue Service position. For purposes of making the calculations required by
this Agreement, the Auditors may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of the
Code, provided that the Auditors' determinations must be made with substantial
authority (within the meaning of Section 6662 of the Code).

            (b) The federal tax returns filed by the Executive (and any filing
made by a consolidated tax group which includes the Employer) shall be prepared
and filed on a basis consistent with the determination of the Auditors with
respect to the Parachute Tax payable by the Executive. The Executive shall make
proper payment of the amount of any Parachute Tax, and at the request of the
Employer, provide to the Employer true and correct copies (with any amendments)
of his federal income tax return as filed with the Internal Revenue Service, and
such other documents reasonably requested by the Employer, evidencing such
payment. If, after the Employer's payment to the Executive of the Gross-Up
Payment, the Auditors determine in good faith that the amount of the Gross-Up
Payment should be reduced or increased, or such determination is made by the
Internal Revenue Service, then within ten (10) business days of such
determination, the Executive shall pay to the Employer the amount of any such
reduction, or the Employer shall pay to the Executive the amount of any such
increase; provided, however, that in no event shall the Executive have any such
refund obligation if it is determined by the Employer that to do so would be a
violation of the Sarbanes-Oxley Act of 2002, as it may be amended from time to
time; and provided, further, that if the Executive has prior thereto paid such
amounts to the Internal Revenue Service, such refund shall be due only to the
extent that a refund of such amount is received by the Executive; and provided,
further, that (i) the fees and expenses of the Auditors (and any other legal and
accounting fees) incurred for services rendered in connection with the Auditor's
determination of the Parachute Tax or any challenge by the Internal Revenue
Service or other taxing authority relating to such determination shall be paid
by the Employer and (ii) the Employer shall indemnify and hold the Executive
harmless on an after-tax basis for any interest and penalties imposed upon the
Executive to the extent that such interest and penalties are related to the
Auditor's determination of the Parachute Tax or the Gross-Up Payment.
Notwithstanding anything to the contrary herein, the Executive's rights under
this Section 6 shall survive the termination of his employment for any reason
and the termination or expiration of this Agreement for any reason.

            Section 7. Restrictions Respecting Confidential Information

            Executive hereby covenants and agrees that, during his employment
and thereafter, Executive will not, under any circumstance, disclose in any way
any Confidential Information (as defined below) to any other person other than
(i) at the direction of and for the benefit of Employer, (ii) to his attorney or
other advisers in connection with Executive's enforcement of his rights
hereunder, provided such individuals or entities agree to be bound by the
confidentiality restrictions herein contained, and if such Confidential
Information is relevant to such enforcement action, to the court or arbitrator,
as applicable, subject to a protective order. For the purposes of the foregoing,
"Confidential Information" means any information pertaining to the assets,
business, creditors, vendors, manufacturers, customers, data, employees,
financial condition or affairs, formulae, licenses, methods, operations,
procedures, reports, suppliers, systems and technologies of Employer and its
affiliates, including (without limitation) the contracts, patents, trade secrets
and customer lists developed or otherwise acquired by Employer

                                        9


and its affiliates; provided, however, that Confidential Information shall
exclude any information that was, is, or becomes publicly available other than
through disclosure by Executive or any other person known to Executive to be
subject to confidentiality obligations to Employer. All Confidential Information
is and will remain the sole and exclusive property of Employer and its
affiliates. Following the termination of his employment, Executive shall return
all documents and other tangible items containing Confidential Information to
Employer, without retaining any copies, notes or excerpts thereof.

            Section 8. Proprietary Matters

            Executive expressly understands and agrees that any and all
improvements, inventions, discoveries, processes, or know-how that are generated
or conceived by Executive during the Term (collectively, the "Inventions") will
be the sole and exclusive property of Employer, and Executive will, whenever
requested to do so by Employer (either during the Term or thereafter), execute
and assign any and all applications, assignments and/or other instruments and do
all things which Employer may deem necessary or appropriate in order to apply
for, obtain, maintain, enforce and defend patents, copyrights, trade names or
trademarks of the United States or of foreign countries for said Inventions, or
in order to assign and convey or otherwise make available to Employer the sole
and exclusive right, title, and interest in and to said Inventions,
applications, patents, copyrights, trade names or trademarks; provided, however,
that the provisions of this Section 8 shall not apply to an Invention that
Executive developed entirely on his own time without using Employer's
Confidential Information except for those Inventions that either (i) directly
and materially relate, at the time of conception or reduction to practice of the
invention, to Employer's business, or actual or demonstrably anticipated
research or development of Employer, or (ii) directly and materially result from
any work performed by Executive for Employer. Executive shall promptly
communicate and disclose to Employer all Inventions conceived, developed or made
by him during his employment by Employer, whether solely or jointly with others,
and whether or not patentable or copyrightable, (a) which relate to any matters
or business of the type carried on or being developed by Employer, or (b) which
result from or are suggested by any work done by him in the course of his
employment by Employer. Executive shall also promptly communicate and disclose
to Employer all material other data obtained by him concerning the business or
affairs of Employer in the course of his employment by Employer.

            Section 9. Nonsolicitation/Non-Compete

            (a) Executive agrees that throughout his employment and for a period
of two (2) years following the termination of his employment for any reason, he
will not directly or indirectly, own, manage, operate, control, or participate
in the ownership, management, operation, or control of, or be connected with, or
have any financial interest in, any Competitor. Ownership, for personal
investment purposes only, of not to exceed (i) individually, two (2%) percent of
the outstanding capital stock of any privately held entity, or (ii) voting stock
of any publicly held corporation shall not constitute a violation hereof. For
purposes of this Agreement, the term "Competitor" shall mean any individual or
entity, present or future, then providing any of the following products or
services: (1) a multi-finance source automotive finance portal, (2) electronic
contracting for automotive finance or lease transactions, other than at a
financing source entity that purchases electronic contracts or leases from
automotive dealers, (3)

                                       10


automotive lease, retail and/or balloon payment comparison or desking tools or
(4) any other sales or finance and insurance-related products or services for
automotive dealerships similar to any products or services offered by Employer
or any of its affiliates.

            (b) Executive agrees that during his employment with Employer and
for a period of two (2) years following the termination of his employment for
any reason, he will not actively solicit for employment, consulting or any other
arrangement any employee of Employer or any of its present or future affiliates
(while an affiliate).

            (c) Executive agrees that during his employment with Employer and
for a period of two (2) years following the termination of his employment for
any reason, he will not influence or attempt to influence customers of Employer
or any of its present or future affiliates, either directly or indirectly, to
divert their business to any Competitor.

            (d) The restrictions contained in this Section 9 are necessary for
the protection of the business and goodwill of Employer and are considered by
Executive to be reasonable for such purpose. Further, Executive represents that
these restrictions will not prevent him from earning a livelihood during the
restricted period.

            (e) This Section 9 shall survive the termination or expiration of
this Agreement.

            Section 10. Equitable Relief

            Executive acknowledges and agrees that Employer will suffer
irreparable damage which cannot be adequately compensated by money damages in
the event of a breach, or threatened breach, of any of the terms and provisions
of Sections 7, 8 and 9 of this Agreement, and that, in the event of any such
breach, or threatened breach, Employer will not have an adequate remedy at law.
It is therefore agreed that Employer, in addition to all other such rights,
powers, privileges and remedies that it may have, shall be entitled to
injunctive relief, specific performance or such other equitable relief as
Employer may request to enforce any of those terms and provisions and to enjoin
or otherwise restrain any act prohibited thereby, and Executive will not raise
and hereby waives any objection or defense that there is an adequate remedy
available at law. Notwithstanding the provisions of Section 20 of this
Agreement, Executive agrees that Employer shall be entitled to seek such
injunctive relief, without bond, in a court of competent jurisdiction and
Executive hereby consents to the jurisdiction of the state and federal courts of
New York for purposes of such an action. Executive agrees that any claim he may
have against Employer or any of its affiliates shall not constitute a defense
against the issuance of any such equitable relief. The foregoing shall not
constitute a waiver of any of Employer's rights, powers, privileges and remedies
against or in respect of a breaching party or any other person or thing under
this Agreement, or applicable law.

            Section 11. Notice

            Any notice, request, demand or other communication hereunder shall
be in writing, shall be delivered by hand or sent by registered or certified
mail or by reputable overnight delivery service, postage prepaid, to the
addressee at the address set forth below (or at

                                       11


such other address as shall be designated hereunder by written notice to the
other party hereto) and shall be deemed conclusively to have been given when
actually received by the addressee.

            All notices and other communications hereunder shall be addressed as
follows:

                  If to Executive at the address set forth in the Employer's
                  payroll records.

                  If to Employer:

                  DealerTrack Holdings, Inc.
                  1111 Marcus Avenue, Suite M04
                  Lake Success, NY 11042

                  With a copy to:

                  General Counsel
                  DealerTrack Holdings, Inc.
                  1111 Marcus Avenue, Suite M04
                  Lake Success, NY 11042

                  and to:

                  Latham & Watkins LLP
                  885 Third Avenue
                  New York, NY  10022
                  Attention: Bradd L. Williamson, Esq.

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.

            Section 12. Legal Counsel

            In entering into this Agreement, the parties represent that they
have relied upon the advice of their attorneys, who are attorneys of their own
choice, and that the terms of this Agreement have been completely read and
explained to them by their attorneys, and that those terms are fully understood
and voluntarily accepted by them.

            Section 13. Section and Other Headings

            The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

            Section 14. Governing Law

            This Agreement has been executed and delivered, and shall be
governed by and construed in accordance with the applicable laws pertaining, in
the State of New York, without regard to conflicts of laws principles.

                                       12


            Section 15. Severability

            In the event that any term or provision of this Agreement shall be
finally determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by a governmental authority having jurisdiction and
venue, that determination shall not impair or otherwise affect the validity,
legality or enforceability, to the maximum extent permissible by law, (a) by or
before that authority of the remaining terms and provisions of this Agreement,
which shall be enforced as if the unenforceable term or provision were deleted,
or (b) by or before any other authority of any of the terms and provisions of
this Agreement.

            Section 16. Counterparts

            This Agreement may be executed in two counterpart copies of the
entire document or of signature pages to the document, each of which may be
executed by one of the parties hereto, but all of which, when taken together,
shall constitute a single agreement binding upon both of the parties hereto.

            Section 17. Benefit

            This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their legal representatives, successors and
assigns. Insofar as Executive is concerned, this Agreement, being personal,
cannot be assigned; provided, however, that should Executive become entitled to
payment pursuant to Section 5 hereof, he may assign his rights to such payment
to his legal representatives, successors, and assigns. Without limiting the
generality of the foregoing, all representations, warranties, covenants and
other agreements made by or on behalf of Executive in this Agreement shall inure
to the benefit of the successors and assigns of Employer.

            Section 18. Modification

            This Agreement may not be amended or modified other than by a
written agreement executed by all parties hereto.

            Section 19. Entire Agreement

            Except as provided in Section 5(f) hereof, this Agreement contains
the entire agreement of the parties and supersedes all other representations,
warranties, agreements and understandings, oral or otherwise, among the parties
with respect to the matters contained herein, including any prior employment
agreements between Executive and Employer or any affiliate of Employer.

            Section 20. Arbitration

            (a) Executive agrees that any dispute or controversy arising out of,
relating to, or in connection with this Agreement or the termination thereof, or
the interpretation, validity, construction, performance, breach, or termination
thereof, shall be settled by expedited, binding arbitration to be held in New
York, New York in accordance with the National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration Association (the

                                       13


"Rules"). The arbitrator may grant injunctions or other relief in such dispute
or controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator's decision in any court having jurisdiction. The arbitrator may award
the prevailing party its reasonable attorney's fees.

            (b) The arbitrator shall apply New York law to the merits of any
dispute or claim, without reference to rules of conflicts of law. The
arbitration proceedings shall be governed by federal arbitration law and by the
Rules, without reference to state arbitration law.

            (c) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES
ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE IS
AGREEING TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH
THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH OF TERMINATION THEREOF, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION
CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO
THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE
RELATIONSHIP INCLUDING, BUT NOT LIMITED TO, STATUTORY DISCRIMINATION CLAIMS.

            Section 21. Representations and Warranties of Executive

            In order to induce Employer to enter into this Agreement, Executive
represents and warrants to Employer, to the best of his knowledge after the
review of his personnel files, that: (a) the execution and delivery of this
Agreement by Executive and the performance of his obligations hereunder will not
violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding to which Executive is a
party or by which he is or may be bound or subject; and (b) Executive is not a
party to any instrument, agreement, document, arrangement or other understanding
with any person (other than Employer) requiring or restricting the use or
disclosure of any confidential information or the provision of any employment,
consulting or other services.

            Section 22. Waiver of Breach

            Except as may specifically provided herein, the failure of a party
to insist on strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any term of this Agreement. Any
waiver hereto must be in writing.

            Section 23. Section 409A.

            The parties acknowledge and agree that, to the extent applicable,
this Agreement shall be interpreted in accordance with Section 409A of the Code
and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance
that may be issued after the Effective Date. Notwithstanding any provision of
this Agreement to the contrary, in the event that Employer determines that any
amounts payable hereunder will be immediately taxable to the Executive under
Section 409A of the Code and related Department of Treasury guidance, Employer
may (a) adopt such

                                       14


amendments to this Agreement and appropriate policies and procedures, including
amendments and policies with retroactive effect, that Employer determines
necessary or appropriate to preserve the intended tax treatment of the benefits
provided by this Agreement and/or (b) take such other actions as Employer
determines necessary or appropriate to comply with the requirements of Section
409A of the Code and related Department of Treasury guidance, including such
Department of Treasury guidance and other interpretive materials as may be
issued after the Effective Date.

                            [signature page follows]

                                       15


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

                                EXECUTIVE:

                                Mark F. O'Neil

                                EMPLOYER:

                                DEALERTRACK HOLDINGS, INC.

                                By: ___________________________________________

                                Name: Eric D. Jacobs

                                Title: Senior Vice President, General Counsel &
                                       Secretary

EX-10.16

                                                                   EXHIBIT 10.16

                      SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

            This Senior Executive Employment Agreement (the "Agreement") is
entered into as of this 26th day of May, 2005 (the "Effective Date") by and
between Robert Cox ("Executive") and DealerTrack Holdings, Inc., a Delaware
corporation ("Employer") with principal offices at 1111 Marcus Avenue, Suite
M04, Lake Success, NY 11042.

            Section 1. Term

            Employer shall continue to employ Executive and Executive agrees to
continue such employment, upon the terms and conditions hereinafter set forth,
from the Effective Date through and including June 30, 2007 (the "Initial
Term"). This Agreement shall renew automatically for successive one year periods
(each, a "Renewal Term") unless one party gives notice to the other party, in
writing, at least sixty (60) days prior to the expiration of this Agreement (or
any renewal) of its desire to terminate the Agreement. The term of this
Agreement, including the Initial Term and any Renewal Term, shall be referred to
herein as the "Term".

            Section 2. Executive's Duties

            (a) Executive shall be Senior Vice President, Chief Financial
Officer and Treasurer and shall report directly to Employer's Chief Executive
Officer or his designee. Executive shall faithfully and diligently perform his
duties at the direction of Employer's Chief Executive Officer, or his designee,
to the best of Executive's ability. Executive shall (i) devote his best efforts,
skill, and ability and full business time and attention to the performance of
the services customarily incident to such office, subject to vacations and sick
leave as provided herein and in accordance with Employer policy, (ii) carry out
his duties in a competent and professional manner; and (iii) generally promote
the interests of Employer. Subject to applicable law, Executive shall not
knowingly participate in any activity that is detrimental to the interests of
Employer or any of its affiliates, including, without limitation, any public
criticism or disparagement of any type by Executive, through the media or
otherwise, of Employer or any of its affiliates or employees, except in
connection with the exercise of Executive's rights against Employer or any of
its affiliates.

            (b) Executive agrees to abide by all policies applicable to senior
executive officers of Employer promulgated from time to time by Employer which
policies are enforced uniformly and applicable to all similar executives of
Employer.

            (c) Except for such business travel as may be incident to his duties
hereunder, Executive shall perform his duties at Employer's offices at the
address set forth in the preamble to this Agreement or at such other location as
may be approved by Employer.

            Section 3. Compensation for Executive's Services

            In consideration of the duties and services to be performed by
Executive pursuant to Sections 1 and 2 hereof, Executive shall receive:

                                        1



            (a) Salary. Executive shall earn salary (the "Salary") at the annual
rate of Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Minimum Salary"),
less all applicable federal, state, and local tax withholdings. Such Salary
shall be earned and shall be payable in periodic installments in accordance with
Employer's payroll practices. During the Term, the Board of Directors of
Employer (the "Parent Board") or the Compensation Committee of the Parent Board
(the "Compensation Committee") will review the Salary annually and may in its
discretion increase the Salary, but may not reduce it during the Term unless
Employer institutes salary reductions across the board; provided, however, that
in no event shall the Salary be reduced below the Minimum Salary without
Executive's written consent.

            (b) Bonus. For each fiscal year of Employer (each, a "Fiscal Year"),
Executive shall be entitled to receive a cash performance bonus (a "Bonus")
which shall be based on the achievement of certain performance benchmarks by
Employer during such Fiscal Year which shall be determined by the Parent Board.
The Parent Board shall review the target Bonus on an annual basis and, in its
sole discretion, may increase such target Bonus for any Fiscal Year. The target
Bonus shall not be decreased except in connection with company-wide bonus
reductions. The target Bonus for any Fiscal Year shall be at least Forty-Five
percent (45%) of the Salary for such Fiscal Year. The Bonus for each Fiscal Year
shall be paid, if at all, to Executive on a schedule consistent with Employer's
bonus payments to its other similarly situated senior executive officers by no
later than two and one half (2-1/2) months following the end of such Fiscal
Year. Executive understands and agrees that the Bonus is established in part as
an inducement for Executive to remain employed by Employer and except as
provided in Section 5(c) of this Agreement, or in the Employer's sole
discretion, in the event that Executive's employment is terminated prior to the
end of any Fiscal Year during the Term, then Executive shall not receive payment
of any Bonus for such year.

            (c) Equity. In connection with Executive's employment, Executive has
been and may continue to be granted stock options ("Stock Options") to purchase
equity securities of Employer pursuant to the terms of DealerTrack Holdings,
Inc. 2001 Stock Option Plan, effective as of August 10, 2001, as amended ("Stock
Option Plan") or may be granted Stock Options or other equity based awards
pursuant to the terms of the DealerTrack Holdings, Inc. 2005 Incentive Award
Plan, effective as of May 26, 2005, as amended (the "2005 Incentive Award
Plan"), or any other successor equity incentive plans (collectively, the "Stock
Incentive Plans"). Except as otherwise provided herein, the terms of the Stock
Options shall be governed by the Stock Incentive Plans. Executive shall be
credited with twenty-four (24) months accelerated vesting of his Stock Options
upon termination of Executive's employment by: (1) Employer without Cause (as
defined below); or (2) Executive for Good Reason (as defined below). Executive
shall be credited with thirty-six (36) months accelerated vesting of his Stock
Options upon a Change of Control (defined below). Executive shall be credited
with full acceleration and vesting of his Stock Options upon the earlier of: (1)
the elimination of Executive's position or a termination of Executive's
employment, in either event, within twelve (12) months after a Change of
Control; (2) a material negative change in Executive's compensation or
responsibilities within twelve (12) months after a Change of Control; or (3) the
requirement that Executive be based at a location which is more than fifty (50)
miles from Employer's offices at the address set forth in the preamble to this
Agreement within twelve (12) months after a Change of Control. Anything in the
Stock Incentive Plans to the contrary notwithstanding, if Executive's employment
is terminated by Executive with Good Reason or by Employer without Cause, or

                                        2


under circumstances described above which would result in certain accelerated
vesting of any unvested Stock Options held by Executive, the unexercised portion
of any Stock Options held by Executive will not terminate until the twelve (12)
month anniversary of the date of termination of Executive's employment. In the
event Employer elects to grant equity based awards other than Options, such
grants shall, where appropriate, be subject to equivalent acceleration
provisions as set forth in this Section 3(c). For purposes hereof, a "Change of
Control" shall mean and includes each of the following:

            (i) A transaction or series of transactions (other than an offering
      of shares of Employer to the general public through a registration
      statement filed with the Securities and Exchange Commission) whereby any
      "person" or related "group" of "persons" (as such terms are used in
      Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
      amended) (other than the Employer, any of its subsidiaries, an employee
      benefit plan maintained by the Employer or any of its subsidiaries or a
      "person" that, prior to such transaction, directly or indirectly controls,
      is controlled by, or is under common control with, the Employer) directly
      or indirectly acquires beneficial ownership (within the meaning of Rule
      13d-3 under the Securities Exchange Act of 1934, as amended) of securities
      of the Employer possessing more than 50% of the total combined voting
      power of the Employer's securities outstanding immediately after such
      acquisition; or

            (ii) During any period of two consecutive years, individuals who, at
      the beginning of such period, constitute the Parent Board together with
      any new director(s) (other than a director designated by a person who
      shall have entered into an agreement with the Company to effect a
      transaction described in Section 3(c)(i) or Section 3(c)(iii)) whose
      election by the Parent Board or nomination for election by the Employer's
      stockholders was approved by a vote of at least two-thirds of the
      directors then still in office who either were directors at the beginning
      of the two-year period or whose election or nomination for election was
      previously so approved, cease for any reason to constitute a majority
      thereof; or

            (iii) The consummation by the Employer (whether directly involving
      the Employer or indirectly involving the Employer through one or more
      intermediaries) of (x) a merger, consolidation, reorganization, or
      business combination or (y) a sale or other disposition of all or
      substantially all of the Employer's assets in any single transaction or
      series of related transactions or (z) the acquisition of assets or stock
      of another entity, in each case other than a transaction:

                  (A) Which results in the Employer's voting securities
            outstanding immediately before the transaction continuing to
            represent (either by remaining outstanding or by being converted
            into voting securities of the Employer or the person that, as a
            result of the transaction, controls, directly or indirectly, the
            Employer or owns, directly or indirectly, all or substantially all
            of the Employer's assets or otherwise succeeds to the business of
            the Employer (the Employer or such person, the "Successor Entity"))
            directly or indirectly, at least a majority of the combined voting
            power of the Successor Entity's outstanding voting securities
            immediately after the transaction, and

                                        3


                  (B) After which no person or group beneficially owns voting
            securities representing 50% or more of the combined voting power of
            the Successor Entity; provided, however, that no person or group
            shall be treated for purposes of this Section 3(c)(iii) as
            beneficially owning 50% or more of combined voting power of the
            Successor Entity solely as a result of the voting power held in the
            Employer prior to the consummation of the transaction; or

            (iv) The Employer's stockholders approve a liquidation or
      dissolution of the Employer.

The Parent Board or its designee shall have full and final authority, which
shall be exercised in its discretion, to determine conclusively whether a Change
of Control of the Employer has occurred, and the date of the occurrence of such
Change of Control and any incidental matters relating thereto.

            (d) Benefits. Employer shall provide Executive with the right to
participate in and receive benefits from all life, accident, disability, medical
and pension plans, and all similar benefits as are from time to time in effect
and are generally made available to similar situated senior executive officers
of Employer. The amount and extent of benefits to which Executive is entitled
shall be governed by the specific benefit plan, as it may be amended from time
to time.

            (e) Expenses. Employer shall promptly reimburse Executive for
reasonable expenses for cellular telephone usage, entertainment, travel, meals,
lodging and similar items incurred in the conduct of Employer's business. Such
expenses shall be reimbursed in accordance with Employer's expense reimbursement
policies and guidelines.

            (f) Vacation; Sick Leave. During the Term, Executive shall be
entitled to four weeks (4) weeks vacation per year, paid holidays, sick leave,
and similar benefits, to be earned and used in accordance with Employer's policy
and procedure for other similarly situated senior executive officers.

            (g) Modification. Employer reserves the right to modify, suspend or
discontinue any and all of the above plans, practices, policies and programs
referenced in Sections 3(d) and (e) at any time in its discretion without
recourse by Executive so long as such action is taken generally with respect to
other similarly situated senior executive officers. Any such modification,
suspension or discontinuance of the plans, practices and policies referenced in
Section 3(e) will not apply to otherwise reimbursable expenses incurred by
Executive prior to any such modification, suspension or discontinuance.

      Section 4. Termination of Employment

            (a) Resignation. Executive may voluntarily terminate his employment
with Employer, at any time, with or without Good Reason, upon written notice to
Employer.

            (b) Termination. Employer may terminate Executive's employment at
any time, with or without Cause, upon written notice to Executive.

                                        4


            (c) Death or Disability. Executive's employment shall terminate
immediately upon Executive's death. In the event Employer, in good faith,
determines that Executive is unable to perform the functions of his position due
to a Disability (as defined below), it may notify Executive in writing of its
intention to terminate Executive's employment and Executive's employment with
Employer shall terminate effective on the thirtieth (30th) day after receipt of
such notice by Executive. For the purposes of this Agreement, "Disability" shall
mean a physical or mental impairment that substantially limits a major life
activity of Executive and renders Executive unable to perform the essential
functions of his position even with reasonable accommodation (that does not
impose an undue hardship on Employer), and which has lasted at least (i) sixty
(60) consecutive days, (ii) the balance of Executive's entitlement to leave, if
any, under the Family and Medical Leave Act, or other similar statute or (iii)
the balance of any election period under the Employer's long term disability
program (without regard to whether Executive is awarded benefits under such
program), whichever is longer.

            (d) Cause. Employer may immediately terminate Executive's employment
for "Cause" by giving written notice to Executive. For purposes of this
Agreement, "Cause" shall mean:

                  (1)   Executive's commission of an act of fraud or
                        embezzlement upon Employer or any of its affiliates; or

                  (2)   Executive's commission of any willful act intended to
                        injure the reputation, business, or any business
                        relationship of Employer or any of its affiliates; or

                  (3)   Executive is found by a court of competent jurisdiction
                        to have committed a felony; or

                  (4)   the refusal or failure of Executive to perform
                        Executive's duties with Employer in a competent and
                        professional manner that is not cured by Executive
                        within ten (10) business days after a written demand
                        therefor is delivered to Executive by the Parent Board
                        which specifically identifies the manner in which the
                        Parent Board believes that Executive has not
                        substantially performed Executive's duties; provided,
                        further, however, that if the Parent Board, in good
                        faith, determines that the refusal or failure by
                        Executive is egregious in nature or is not susceptible
                        of cure, then no cure period shall be required
                        hereunder; or

                  (5)   the refusal or failure of Executive to comply with any
                        of his material obligations under this Agreement
                        (including any exhibit hereto) that is not cured by
                        Executive within ten (10) business days after a written
                        demand therefor is delivered to Executive by the Parent
                        Board which specifically identifies the manner in which
                        the Parent Board believes Executive has materially
                        breached this Agreement; provided, further, however,
                        that if the Parent Board, in good faith, determines that
                        the refusal or failure by Executive is

                                        5


                        egregious in nature or is not susceptible of cure, then
                        no cure period shall be required hereunder.

            (e) Good Reason. Executive may terminate his employment for "Good
Reason," by delivering written notice of such termination ("Employer Default
Notice") to Employer within sixty (60) days of the occurrence of any of the
following events, each of which shall constitute Good Reason: (i) Employer's
material breach of any provision of this Agreement, the Stock Incentive Plans or
any agreements thereunder, which has not been cured within the allotted time;
(ii) a material reduction of Executive's then current title, status, authority,
responsibility or duties or the assignment to Executive of any duties materially
inconsistent with Executive's then current position; (iii) any material
reduction in Executive's salary or benefits; (iv) the failure of any successor
entity to assume the terms of this Agreement upon any Change of Control; (v) the
relocation of Executive to a facility or location more than fifty (50) miles
from Employer's principal offices at the address set forth in the preamble to
this Agreement; or (vi) the failure of Employer to renew this Agreement upon the
expiration of the Initial Term or any Renewal Term. The Employer Default Notice
shall specify the reason for Executive's belief that an event constituting Good
Reason has occurred. Notwithstanding the foregoing, any material breach of this
Agreement by Employer, or other event constituting Good Reason, shall not
constitute Good Reason if any such breach or other event is cured or corrected
by Employer within thirty (30) days following delivery to Employer of the
Employer Default Notice.

            (f) Continuing Obligations. Executive acknowledges and agrees that
any termination under this Section 4 is not intended, and shall not be deemed or
construed, to affect in any way any of Executive's covenants and obligations
contained in Sections 6, 7, and 8 hereof, which shall continue in full force and
effect beyond such termination for any reason.

            Section 5. Termination Obligations

            (a) Resignation. If Executive's employment is terminated voluntarily
by Executive without Good Reason, Executive's employment shall terminate without
further obligations to Executive other than for payment of the sum of any unpaid
Salary determined by the Parent Board and reimbursable expenses and vacation
accrued and owing to Executive prior to the termination. The sum of such amounts
shall hereinafter be referred to as the "Accrued Obligations," which shall be
paid to Executive or Executive's estate or beneficiary within thirty (30) days
of the date of termination. If Executive voluntarily terminates his employment
without Good Reason and within (30) days of such termination, Employer
determines that it would have had Cause to terminate Executive pursuant to
Section 4(d), Executive shall be deemed to have been terminated for Cause and
the terms of Section 5(b) shall apply.

            (b) Cause. If Executive's employment is terminated by Employer for
Cause, this Agreement shall terminate without further obligations to Executive
other than for the timely payment of Accrued Obligations. If it is subsequently
determined by an arbitrator, pursuant to Section 19 hereof, that Employer did
not have Cause for termination, then Employer's decision to terminate shall be
deemed to have been made without Cause and the terms of Section 5(c) shall
apply.

                                        6


            (c) By Employer Other than for Cause or Death or Disability; By
Executive for Good Reason.

                  (1) If (A) Employer terminates Executive's employment for a
reason other than Cause, or due to Executive's death or Disability, or (B)
Executive terminates his employment for Good Reason, Employer shall have no
further obligations to Executive other than for (i) the payment of Accrued
Obligations, (ii) severance pay in an amount equal to twenty-four (24) months of
Salary to be paid in equal installments in accordance with Employer's payroll
practices during the period beginning on the Severance Commencement Date (as
defined below) and ending on the 24-month anniversary of the date of the
Executive's termination of employment (the "Date of Termination"); provided,
however, that, notwithstanding the foregoing, if the Severance Commencement Date
is the six-month anniversary of the Date of Termination, then Employer shall, as
of the six-month anniversary of the Date of Termination, pay to the Executive a
lump-sum amount equal to 25% of the Severance Amount (with the other 75% of the
Severance Amount payable to the Executive in equal monthly installments during
the period beginning on the six-month anniversary of the Date of Termination and
ending on the 24-month anniversary thereof), and (iii) a pro rata bonus
calculated based on multiplying the percentage of the year Executive worked for
Employer during the year of his termination by the Bonus received by Executive
during the preceding year and (iv) the reimbursement of premiums otherwise
payable by Executive pursuant to COBRA for a period of up to 12 months, or until
Executive no longer is eligible for COBRA continuation coverage, whichever is
earlier. For purposes of this Section 5, "Severance Commencement Date" shall
mean (x) if any stock of Employer or its affiliates is publicly traded on an
established securities market or otherwise and the Parent Board (or its
delegate) determines in its discretion that as of the Date of Termination the
Executive is a "key employee" (within the meaning of Section 416(i) of the
Internal Revenue Code of 1986, as amended (the "Code")), as interpreted in
accordance with Section 409A of the Code and Department of Treasury regulations
and other interpretive guidance issued thereunder) and that Section 409A of the
Code applies with respect to a payment to the Executive pursuant to Section
5(c)(1)(ii), the six-month anniversary of the Date of Termination; or (y) if the
Parent Board (or its delegate) determines in its discretion that the Executive
is not such a "key employee" as of the Date of Termination (or that Section 409A
of the Internal Revenue Code does not apply with respect to a payment to the
Executive pursuant to Section 5(c)(1)(ii)), the Date of Termination. The
payments described in this Section 5(c)(1), except for those set forth in
Section 5(c)(1)(ii) and (iv), shall be made within thirty (30) days of the Date
of Termination.

                  (2) If Executive terminates his employment for Good Reason and
it is subsequently determined by an arbitrator, pursuant to Section 20 hereof,
that Executive did not have Good Reason for termination, then Executive's
decision to terminate for Good Reason shall be deemed to have been a voluntary
resignation, the terms of Section 5(a) shall apply, and all monies paid to
Executive pursuant to this Section 5(c)(1), except for those monies paid
pursuant to Section 5(c)(1)(i), shall be immediately returned to Employer.

                  (3) The amounts payable pursuant to Section 5(c)(1) shall be
the only amounts Executive shall receive for termination in accordance with this
Section 5(c); provided, however, that no amounts shall be payable pursuant to
this section 5(c) on or following the date Executive breaches any of Sections 7,
8 or 9 of this Agreement.

                                        7


            (d) Mitigation. In the event Executive's employment with Employer is
terminated pursuant to this Section 5, Executive shall be obligated to mitigate
any severance payments due to Executive in accordance with Section 5(c)(1)(ii).
Executive shall be required to notify Employer, in writing, within seven (7)
days of obtaining subsequent employment by an unrelated party, which shall
include, without limitation, self-employment, consulting or other arrangement,
but not passive investment activities. In the event Executive obtains other
employment during any severance payout period described in Section 5(c)(1)(ii),
the severance payments due to Executive thereunder shall be reduced to an amount
equal to the lesser of (i) fifty (50%) percent of Executive's Salary immediately
prior to the Date of Termination or (ii) fifty (50%) percent of Executive's base
compensation received for subsequent employment, self-employment, consulting or
other arrangement, commencing on the date Executive commences providing services
in his new capacity. Nothing herein shall require Executive to seek employment,
self-employment, consulting or other arrangement.

            (e) Release. Notwithstanding anything to the contrary contained
herein, no severance payments required hereunder shall be made by Employer until
such time as Executive shall execute a general release for the benefit of
Employer and its affiliates in a form satisfactory to Employer. Such general
release shall not apply to (i) Executive's rights under any Stock Incentive Plan
award agreements or (ii) Executive's rights, as applicable, to indemnification
under Employer's charter or bylaws, any indemnification agreement or applicable
law.

            (f) Equity Compensation Awards. Except as expressly provided herein,
except for the provisions of Section 3(c) of this Agreement, the terms of the
Stock Incentive Plans and any related award agreements and/or notice of grant
shall govern the termination, vesting, and/or exercise of Executive's stock
options or other equity awards upon the termination of Executive's employment
for any reason.

            (g) Exclusive Remedy. Executive agrees that the payments set forth
in this Agreement shall constitute the exclusive and sole remedy for any
termination of Executive's employment and Executive covenants not to assert or
pursue any other remedies, at law or in equity, with respect to this Agreement.

            (h) Termination of Executive's Office. Following the termination of
Executive's employment for any reason, Executive shall hold no further office or
position with Employer or any of its affiliates.

            Section 6. Parachute Payments.

            (a) If it is determined by a nationally recognized United States
public accounting firm selected by the Employer and approved in writing by the
Executive (which approval shall not be unreasonably withheld) (the "Auditors")
that any payment or benefit made or provided to the Executive in connection with
this Agreement or otherwise (including without limitation any Stock Option or
other equity based award vesting) (collectively, a "Payment"), would be subject
to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"),
then the Employer shall pay to the Executive, prior to the time the Parachute
Tax is payable with respect to such Payment, an additional payment (a "Gross-Up
Payment") in an amount such that, after payment by the Executive of all taxes
(including any Parachute Tax) imposed upon the

                                        8


Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up
Payment shall be determined by the Auditors, subject to adjustment, as
necessary, as a result of any Internal Revenue Service position. For purposes of
making the calculations required by this Agreement, the Auditors may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code, provided that the Auditors' determinations
must be made with substantial authority (within the meaning of Section 6662 of
the Code).

            (b) The federal tax returns filed by the Executive (and any filing
made by a consolidated tax group which includes the Employer) shall be prepared
and filed on a basis consistent with the determination of the Auditors with
respect to the Parachute Tax payable by the Executive. The Executive shall make
proper payment of the amount of any Parachute Tax, and at the request of the
Employer, provide to the Employer true and correct copies (with any amendments)
of his federal income tax return as filed with the Internal Revenue Service, and
such other documents reasonably requested by the Employer, evidencing such
payment. If, after the Employer's payment to the Executive of the Gross-Up
Payment, the Auditors determine in good faith that the amount of the Gross-Up
Payment should be reduced or increased, or such determination is made by the
Internal Revenue Service, then within ten (10) business days of such
determination, the Executive shall pay to the Employer the amount of any such
reduction, or the Employer shall pay to the Executive the amount of any such
increase; provided, however, that in no event shall the Executive have any such
refund obligation if it is determined by the Employer that to do so would be a
violation of the Sarbanes-Oxley Act of 2002, as it may be amended from time to
time; and provided, further, that if the Executive has prior thereto paid such
amounts to the Internal Revenue Service, such refund shall be due only to the
extent that a refund of such amount is received by the Executive; and provided,
further, that (i) the fees and expenses of the Auditors (and any other legal and
accounting fees) incurred for services rendered in connection with the Auditor's
determination of the Parachute Tax or any challenge by the Internal Revenue
Service or other taxing authority relating to such determination shall be paid
by the Employer and (ii) the Employer shall indemnify and hold the Executive
harmless on an after-tax basis for any interest and penalties imposed upon the
Executive to the extent that such interest and penalties are related to the
Auditor's determination of the Parachute Tax or the Gross-Up Payment.
Notwithstanding anything to the contrary herein, the Executive's rights under
this Section 6 shall survive the termination of his employment for any reason
and the termination or expiration of this Agreement for any reason.

            Section 7. Restrictions Respecting Confidential Information

            Executive hereby covenants and agrees that, during his employment
and thereafter, Executive will not, under any circumstance, disclose in any way
any Confidential Information (as defined below) to any other person other than
(i) at the direction of and for the benefit of Employer, (ii) to his attorney or
other advisers in connection with Executive's enforcement of his rights
hereunder, provided such individuals or entities agree to be bound by the
confidentiality restrictions herein contained, and if such Confidential
Information is relevant to such enforcement action, to the court or arbitrator,
as applicable, subject to a protective order. For the purposes of the foregoing,
"Confidential Information" means any information pertaining to the assets,
business, creditors, vendors, manufacturers, customers, data, employees,
financial

                                        9


condition or affairs, formulae, licenses, methods, operations, procedures,
reports, suppliers, systems and technologies of Employer and its affiliates,
including (without limitation) the contracts, patents, trade secrets and
customer lists developed or otherwise acquired by Employer and its affiliates;
provided, however, that Confidential Information shall exclude any information
that was, is, or becomes publicly available other than through disclosure by
Executive or any other person known to Executive to be subject to
confidentiality obligations to Employer. All Confidential Information is and
will remain the sole and exclusive property of Employer and its affiliates.
Following the termination of his employment, Executive shall return all
documents and other tangible items containing Confidential Information to
Employer, without retaining any copies, notes or excerpts thereof.

            Section 8. Proprietary Matters

            Executive expressly understands and agrees that any and all
improvements, inventions, discoveries, processes, or know-how that are generated
or conceived by Executive during the Term (collectively, the "Inventions") will
be the sole and exclusive property of Employer, and Executive will, whenever
requested to do so by Employer (either during the Term or thereafter), execute
and assign any and all applications, assignments and/or other instruments and do
all things which Employer may deem necessary or appropriate in order to apply
for, obtain, maintain, enforce and defend patents, copyrights, trade names or
trademarks of the United States or of foreign countries for said Inventions, or
in order to assign and convey or otherwise make available to Employer the sole
and exclusive right, title, and interest in and to said Inventions,
applications, patents, copyrights, trade names or trademarks; provided, however,
that the provisions of this Section 8 shall not apply to an Invention that
Executive developed entirely on his own time without using Employer's
Confidential Information except for those Inventions that either (i) directly
and materially relate, at the time of conception or reduction to practice of the
invention, to Employer's business, or actual or demonstrably anticipated
research or development of Employer, or (ii) directly and materially result from
any work performed by Executive for Employer. Executive shall promptly
communicate and disclose to Employer all Inventions conceived, developed or made
by him during his employment by Employer, whether solely or jointly with others,
and whether or not patentable or copyrightable, (a) which relate to any matters
or business of the type carried on or being developed by Employer, or (b) which
result from or are suggested by any work done by him in the course of his
employment by Employer. Executive shall also promptly communicate and disclose
to Employer all material other data obtained by him concerning the business or
affairs of Employer in the course of his employment by Employer.

            Section 9. Nonsolicitation/Non-Compete

            (a) Executive agrees that throughout his employment and for a period
of two (2) years following the termination of his employment for any reason, he
will not directly or indirectly, own, manage, operate, control, or participate
in the ownership, management, operation, or control of, or be connected with, or
have any financial interest in, any Competitor. Ownership, for personal
investment purposes only, of not to exceed (i) individually, two (2%) percent of
the outstanding capital stock of any privately held entity, or (ii) voting stock
of any publicly held corporation shall not constitute a violation hereof. For
purposes of this Agreement, the term "Competitor" shall mean any individual or
entity, present or future, then providing any

                                       10


of the following products or services: (1) a multi-finance source automotive
finance portal, (2) electronic contracting for automotive finance or lease
transactions, other than at a financing source entity that purchases electronic
contracts or leases from automotive dealers, (3) automotive lease, retail and/or
balloon payment comparison or desking tools or (4) any other sales or finance
and insurance-related products or services for automotive dealerships similar to
any products or services offered by Employer or any of its affiliates.

            (b) Executive agrees that during his employment with Employer and
for a period of two (2) years following the termination of his employment for
any reason, he will not actively solicit for employment, consulting or any other
arrangement any employee of Employer or any of its present or future affiliates
(while an affiliate).

            (c) Executive agrees that during his employment with Employer and
for a period of two (2) years following the termination of his employment for
any reason, he will not influence or attempt to influence customers of Employer
or any of its present or future affiliates, either directly or indirectly, to
divert their business to any Competitor.

            (d) The restrictions contained in this Section 9 are necessary for
the protection of the business and goodwill of Employer and are considered by
Executive to be reasonable for such purpose. Further, Executive represents that
these restrictions will not prevent him from earning a livelihood during the
restricted period.

            (e) This Section 9 shall survive the termination or expiration of
this Agreement.

            Section 10. Equitable Relief

            Executive acknowledges and agrees that Employer will suffer
irreparable damage which cannot be adequately compensated by money damages in
the event of a breach, or threatened breach, of any of the terms and provisions
of Sections 7, 8 and 9 of this Agreement, and that, in the event of any such
breach, or threatened breach, Employer will not have an adequate remedy at law.
It is therefore agreed that Employer, in addition to all other such rights,
powers, privileges and remedies that it may have, shall be entitled to
injunctive relief, specific performance or such other equitable relief as
Employer may request to enforce any of those terms and provisions and to enjoin
or otherwise restrain any act prohibited thereby, and Executive will not raise
and hereby waives any objection or defense that there is an adequate remedy
available at law. Notwithstanding the provisions of Section 20 of this
Agreement, Executive agrees that Employer shall be entitled to seek such
injunctive relief, without bond, in a court of competent jurisdiction and
Executive hereby consents to the jurisdiction of the state and federal courts of
New York for purposes of such an action. Executive agrees that any claim he may
have against Employer or any of its affiliates shall not constitute a defense
against the issuance of any such equitable relief. The foregoing shall not
constitute a waiver of any of Employer's rights, powers, privileges and remedies
against or in respect of a breaching party or any other person or thing under
this Agreement, or applicable law.

                                       11


            Section 11. Notice

            Any notice, request, demand or other communication hereunder shall
be in writing, shall be delivered by hand or sent by registered or certified
mail or by reputable overnight delivery service, postage prepaid, to the
addressee at the address set forth below (or at such other address as shall be
designated hereunder by written notice to the other party hereto) and shall be
deemed conclusively to have been given when actually received by the addressee.

            All notices and other communications hereunder shall be addressed as
follows:

                  If to Executive at the address set forth in the Employer's
                  payroll records.

                  If to Employer:

                  DealerTrack Holdings, Inc.
                  1111 Marcus Avenue, Suite M04
                  Lake Success, NY 11042

                  With a copy to:

                  General Counsel
                  DealerTrack Holdings, Inc.
                  1111 Marcus Avenue, Suite M04
                  Lake Success, NY 11042

                  and to:

                  Latham & Watkins LLP
                  885 Third Avenue
                  New York, NY  10022
                  Attention: Bradd L. Williamson, Esq.

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.

            Section 12. Legal Counsel

            In entering into this Agreement, the parties represent that they
have relied upon the advice of their attorneys, who are attorneys of their own
choice, and that the terms of this Agreement have been completely read and
explained to them by their attorneys, and that those terms are fully understood
and voluntarily accepted by them.

            Section 13. Section and Other Headings

            The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

                                       12


            Section 14. Governing Law

            This Agreement has been executed and delivered, and shall be
governed by and construed in accordance with the applicable laws pertaining, in
the State of New York, without regard to conflicts of laws principles.

            Section 15. Severability

            In the event that any term or provision of this Agreement shall be
finally determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by a governmental authority having jurisdiction and
venue, that determination shall not impair or otherwise affect the validity,
legality or enforceability, to the maximum extent permissible by law, (a) by or
before that authority of the remaining terms and provisions of this Agreement,
which shall be enforced as if the unenforceable term or provision were deleted,
or (b) by or before any other authority of any of the terms and provisions of
this Agreement.

            Section 16. Counterparts

            This Agreement may be executed in two counterpart copies of the
entire document or of signature pages to the document, each of which may be
executed by one of the parties hereto, but all of which, when taken together,
shall constitute a single agreement binding upon both of the parties hereto.

            Section 17. Benefit

            This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their legal representatives, successors and
assigns. Insofar as Executive is concerned, this Agreement, being personal,
cannot be assigned; provided, however, that should Executive become entitled to
payment pursuant to Section 5 hereof, he may assign his rights to such payment
to his legal representatives, successors, and assigns. Without limiting the
generality of the foregoing, all representations, warranties, covenants and
other agreements made by or on behalf of Executive in this Agreement shall inure
to the benefit of the successors and assigns of Employer.

            Section 18. Modification

            This Agreement may not be amended or modified other than by a
written agreement executed by all parties hereto.

            Section 19. Entire Agreement

            Except as provided in Section 5(f) hereof, this Agreement contains
the entire agreement of the parties and supersedes all other representations,
warranties, agreements and understandings, oral or otherwise, among the parties
with respect to the matters contained herein, including any prior employment
agreements between Executive and Employer or any affiliate of Employer.

                                       13


            Section 20. Arbitration

            (a) Executive agrees that any dispute or controversy arising out of,
relating to, or in connection with this Agreement or the termination thereof, or
the interpretation, validity, construction, performance, breach, or termination
thereof, shall be settled by expedited, binding arbitration to be held in New
York, New York in accordance with the National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration Association (the
"Rules"). The arbitrator may grant injunctions or other relief in such dispute
or controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator's decision in any court having jurisdiction. The arbitrator may award
the prevailing party its reasonable attorney's fees.

            (b) The arbitrator shall apply New York law to the merits of any
dispute or claim, without reference to rules of conflicts of law. The
arbitration proceedings shall be governed by federal arbitration law and by the
Rules, without reference to state arbitration law.

            (c) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES
ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE IS
AGREEING TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH
THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH OF TERMINATION THEREOF, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION
CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO
THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE
RELATIONSHIP INCLUDING, BUT NOT LIMITED TO, STATUTORY DISCRIMINATION CLAIMS.

            Section 21. Representations and Warranties of Executive

            In order to induce Employer to enter into this Agreement, Executive
represents and warrants to Employer, to the best of his knowledge after the
review of his personnel files, that: (a) the execution and delivery of this
Agreement by Executive and the performance of his obligations hereunder will not
violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding to which Executive is a
party or by which he is or may be bound or subject; and (b) Executive is not a
party to any instrument, agreement, document, arrangement or other understanding
with any person (other than Employer) requiring or restricting the use or
disclosure of any confidential information or the provision of any employment,
consulting or other services.

            Section 22. Waiver of Breach

            Except as may specifically provided herein, the failure of a party
to insist on strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any term of this Agreement. Any
waiver hereto must be in writing.

                                       14


            Section 23. Section 409A.

            The parties acknowledge and agree that, to the extent applicable,
this Agreement shall be interpreted in accordance with Section 409A of the Code
and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance
that may be issued after the Effective Date. Notwithstanding any provision of
this Agreement to the contrary, in the event that Employer determines that any
amounts payable hereunder will be immediately taxable to the Executive under
Section 409A of the Code and related Department of Treasury guidance, Employer
may (a) adopt such amendments to this Agreement and appropriate policies and
procedures, including amendments and policies with retroactive effect, that
Employer determines necessary or appropriate to preserve the intended tax
treatment of the benefits provided by this Agreement and/or (b) take such other
actions as Employer determines necessary or appropriate to comply with the
requirements of Section 409A of the Code and related Department of Treasury
guidance, including such Department of Treasury guidance and other interpretive
materials as may be issued after the Effective Date.

                            [signature page follows]

                                       15


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

                                    EXECUTIVE:

                                    Robert Cox

                                    EMPLOYER:

                                    DEALERTRACK HOLDINGS, INC.

                                    By: ________________________________________

                                    Name: Mark F. O'Neil

                                    Title: Chairman and Chief Executive Officer

                                       16

EX-10.17

                                                                   EXHIBIT 10.17

                      SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

            This Senior Executive Employment Agreement (the "Agreement") is
entered into as of this 26th day of May, 2005 (the "Effective Date") by and
between Charles Giglia, ("Executive") and DealerTrack, Inc., a Delaware
corporation ("Employer") with principal offices at 1111 Marcus Avenue, Suite
M04, Lake Success, NY 11042.

            Section 1. Term

            Employer shall continue to employ Executive and Executive agrees to
continue such employment, upon the terms and conditions hereinafter set forth,
from the Effective Date through and including June 30, 2007 (the "Initial
Term"). This Agreement shall renew automatically for successive one year periods
(each, a "Renewal Term") unless one party gives notice to the other party, in
writing, at least sixty (60) days prior to the expiration of this Agreement (or
any renewal) of its desire to terminate the Agreement. The term of this
Agreement, including the Initial Term and any Renewal Term, shall be referred to
herein as the "Term".

            Section 2. Executive's Duties

            (a) Executive shall be Senior Vice President and Chief Information
Officer and shall report directly to Employer's Chief Executive Officer or his
designee. Executive shall faithfully and diligently perform his duties at the
direction of Employer's Chief Executive Officer, or his designee, to the best of
Executive's ability. Executive shall (i) devote his best efforts, skill, and
ability and full business time and attention to the performance of the services
customarily incident to such office, subject to vacations and sick leave as
provided herein and in accordance with Employer policy, (ii) carry out his
duties in a competent and professional manner; and (iii) generally promote the
interests of Employer. Subject to applicable law, Executive shall not knowingly
participate in any activity that is detrimental to the interests of Employer,
DealerTrack Holdings, Inc. (the "Parent") or any of its affiliates, including,
without limitation, any public criticism or disparagement of any type by
Executive, through the media or otherwise, of Employer or any of its affiliates
or employees, except in connection with the exercise of Executive's rights
against Employer or any of its affiliates.

            (b) Executive agrees to abide by all policies applicable to senior
executive officers of Employer promulgated from time to time by Parent or
Employer, as applicable, which policies are enforced uniformly and applicable to
all similar executives of Employer.

            (c) Except for such business travel as may be incident to his duties
hereunder, Executive shall perform his duties at Employer's offices at the
address set forth in the preamble to this Agreement or at such other location as
may be approved by Employer.

            Section 3. Compensation for Executive's Services

            In consideration of the duties and services to be performed by
Executive pursuant to Sections 1 and 2 hereof, Executive shall receive:

                                       1


            (a) Salary. Executive shall earn salary (the "Salary") at the annual
rate of Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Minimum Salary"),
less all applicable federal, state, and local tax withholdings. Such Salary
shall be earned and shall be payable in periodic installments in accordance with
Employer's payroll practices. During the Term, the Board of Directors of Parent
(the "Parent Board") or the Compensation Committee of the Parent Board (the
"Compensation Committee") will review the Salary annually and may in its
discretion increase the Salary, but may not reduce it during the Term unless
Parent institutes salary reductions across the board; provided, however, that in
no event shall the Salary be reduced below the Minimum Salary without
Executive's written consent.

            (b) Bonus. For each fiscal year of Parent (each, a "Fiscal Year"),
Executive shall be entitled to receive a cash performance bonus (a "Bonus")
which shall be based on the achievement of certain performance benchmarks by
Parent and/or Employer during such Fiscal Year which shall be determined by the
Parent Board. The Parent Board shall review the target Bonus on an annual basis
and, in its sole discretion, may increase such target Bonus for any Fiscal Year.
The target Bonus shall not be decreased except in connection with company-wide
bonus reductions. The target Bonus for any Fiscal Year shall be at least
Forty-Five percent (45%) of the Salary for such Fiscal Year. The Bonus for each
Fiscal Year shall be paid, if at all, to Executive on a schedule consistent with
Employer's bonus payments to its other similarly situated senior executive
officers by no later than two and one half (2 1/2) months following the end of
such Fiscal Year. Executive understands and agrees that the Bonus is established
in part as an inducement for Executive to remain employed by Employer and except
as provided in Section 5(c) of this Agreement, or in the Employer's sole
discretion, in the event that Executive's employment is terminated prior to the
end of any Fiscal Year during the Term, then Executive shall not receive payment
of any Bonus for such year.

            (c) Equity. In connection with Executive's employment, Executive has
been and may continue to be granted stock options ("Stock Options") to purchase
equity securities of Parent pursuant to the terms of DealerTrack Holdings, Inc.
2001 Stock Option Plan, effective as of August 10, 2001, as amended ("Stock
Option Plan") or may be granted Stock Options or other equity based awards
pursuant to the terms of the DealerTrack Holdings, Inc. 2005 Incentive Award
Plan, effective as of May 26, 2005, as amended (the "2005 Incentive Award
Plan"), or any other successor equity incentive plans (collectively, the "Stock
Incentive Plans"). Except as otherwise provided herein, the terms of the Stock
Options shall be governed by the Stock Incentive Plans. Executive shall be
credited with twenty-four (24) months accelerated vesting of his Stock Options
upon termination of Executive's employment by: (1) Employer without Cause (as
defined below); or (2) Executive for Good Reason (as defined below). Executive
shall be credited with thirty-six (36) months accelerated vesting of his Stock
Options upon a Change of Control (defined below). Executive shall be credited
with full acceleration and vesting of his Stock Options upon the earlier of: (1)
the elimination of Executive's position or a termination of Executive's
employment, in either event, within twelve (12) months after a Change of
Control; (2) a material negative change in Executive's compensation or
responsibilities within twelve (12) months after a Change of Control; or (3) the
requirement that Executive be based at a location which is more than fifty (50)
miles from Employer's offices at the address set forth in the preamble to this
Agreement within twelve (12) months after a Change of Control. Anything in the
Stock Incentive Plans to the contrary notwithstanding, if Executive's employment
is terminated by Executive with Good Reason or by Employer without Cause, or
under

                                       2


circumstances described above which would result in certain accelerated vesting
of any unvested Stock Options held by Executive, the unexercised portion of any
Stock Options held by Executive will not terminate until the twelve (12) month
anniversary of the date of termination of Executive's employment. In the event
Employer elects to grant equity based awards other than Options, such grants
shall, where appropriate, be subject to equivalent acceleration provisions as
set forth in this Section 3(c). For purposes hereof, a "Change of Control" shall
mean and includes each of the following:

            (i) A transaction or series of transactions (other than an offering
      of shares of Parent to the general public through a registration statement
      filed with the Securities and Exchange Commission) whereby any "person" or
      related "group" of "persons" (as such terms are used in Sections 13(d) and
      14(d)(2) of the Securities Exchange Act of 1934, as amended) (other than
      the Parent, any of its subsidiaries, an employee benefit plan maintained
      by the Parent or any of its subsidiaries or a "person" that, prior to such
      transaction, directly or indirectly controls, is controlled by, or is
      under common control with, the Parent) directly or indirectly acquires
      beneficial ownership (within the meaning of Rule 13d-3 under the
      Securities Exchange Act of 1934, as amended) of securities of the Employer
      or Parent possessing more than 50% of the total combined voting power of
      the Employer's or Parent's securities outstanding immediately after such
      acquisition; or

            (ii) During any period of two consecutive years, individuals who, at
      the beginning of such period, constitute the Parent Board together with
      any new director(s) (other than a director designated by a person who
      shall have entered into an agreement with the Company to effect a
      transaction described in Section 3(c)(i) or Section 3(c)(iii)) whose
      election by the Parent Board or nomination for election by the Parent's
      stockholders was approved by a vote of at least two-thirds of the
      directors then still in office who either were directors at the beginning
      of the two-year period or whose election or nomination for election was
      previously so approved, cease for any reason to constitute a majority
      thereof; or

            (iii) The consummation by the Employer or Parent (whether directly
      involving the Employer or Parent or indirectly involving the Employer or
      Parent through one or more intermediaries) of (x) a merger, consolidation,
      reorganization, or business combination or (y) a sale or other disposition
      of all or substantially all of the Employer's or Parent's assets in any
      single transaction or series of related transactions or (z) the
      acquisition of assets or stock of another entity, in each case other than
      a transaction:

                  (A) Which results in the Employer's or Parent's voting
            securities outstanding immediately before the transaction continuing
            to represent (either by remaining outstanding or by being converted
            into voting securities of the Employer or Parent or the person that,
            as a result of the transaction, controls, directly or indirectly,
            the Employer or Parent or owns, directly or indirectly, all or
            substantially all of the Employer's or Parent's assets or otherwise
            succeeds to the business of the Employer or Parent (the Employer or
            Parent or such person, the "Successor Entity")) directly or
            indirectly, at least a majority of the combined voting power of the
            Successor Entity's outstanding voting securities immediately after
            the transaction, and

                                       3


                  (B) After which no person or group beneficially owns voting
            securities representing 50% or more of the combined voting power of
            the Successor Entity; provided, however, that no person or group
            shall be treated for purposes of this Section 3(c)(iii) as
            beneficially owning 50% or more of combined voting power of the
            Successor Entity solely as a result of the voting power held in the
            Employer or Parent prior to the consummation of the transaction; or

            (iv) The Employer's or Parent's stockholders approve a liquidation
      or dissolution of the Employer or Parent.

The Parent Board or its designee shall have full and final authority, which
shall be exercised in its discretion, to determine conclusively whether a Change
of Control of the Employer or Parent has occurred, and the date of the
occurrence of such Change of Control and any incidental matters relating
thereto.

            (d) Benefits. Employer shall provide Executive with the right to
participate in and receive benefits from all life, accident, disability, medical
and pension plans, and all similar benefits as are from time to time in effect
and are generally made available to similar situated senior executive officers
of Employer. The amount and extent of benefits to which Executive is entitled
shall be governed by the specific benefit plan, as it may be amended from time
to time.

            (e) Expenses. Employer shall promptly reimburse Executive for
reasonable expenses for cellular telephone usage, entertainment, travel, meals,
lodging and similar items incurred in the conduct of Employer's business. Such
expenses shall be reimbursed in accordance with Employer's expense reimbursement
policies and guidelines.

            (f) Vacation; Sick Leave. During the Term, Executive shall be
entitled to four weeks (4) weeks vacation per year, paid holidays, sick leave,
and similar benefits, to be earned and used in accordance with Employer's policy
and procedure for other similarly situated senior executive officers.

            (g) Modification. Employer reserves the right to modify, suspend or
discontinue any and all of the above plans, practices, policies and programs
referenced in Sections 3(d) and (e) at any time in its discretion without
recourse by Executive so long as such action is taken generally with respect to
other similarly situated senior executive officers. Any such modification,
suspension or discontinuance of the plans, practices and policies referenced in
Section 3(e) will not apply to otherwise reimbursable expenses incurred by
Executive prior to any such modification, suspension or discontinuance.

            Section 4. Termination of Employment

            (a) Resignation. Executive may voluntarily terminate his employment
with Employer, at any time, with or without Good Reason, upon written notice to
Employer.

            (b) Termination. Employer may terminate Executive's employment at
any time, with or without Cause, upon written notice to Executive.

                                       4


            (c) Death or Disability. Executive's employment shall terminate
immediately upon Executive's death. In the event Employer, in good faith,
determines that Executive is unable to perform the functions of his position due
to a Disability (as defined below), it may notify Executive in writing of its
intention to terminate Executive's employment and Executive's employment with
Employer shall terminate effective on the thirtieth (30th) day after receipt of
such notice by Executive. For the purposes of this Agreement, "Disability" shall
mean a physical or mental impairment that substantially limits a major life
activity of Executive and renders Executive unable to perform the essential
functions of his position even with reasonable accommodation (that does not
impose an undue hardship on Employer), and which has lasted at least (i) sixty
(60) consecutive days, (ii) the balance of Executive's entitlement to leave, if
any, under the Family and Medical Leave Act, or other similar statute or (iii)
the balance of any election period under the Employer's long term disability
program (without regard to whether Executive is awarded benefits under such
program), whichever is longer.

            (d) Cause. Employer may immediately terminate Executive's employment
for "Cause" by giving written notice to Executive. For purposes of this
Agreement, "Cause" shall mean:

                  (1)   Executive's commission of an act of fraud or
                        embezzlement upon Employer or any of its affiliates; or

                  (2)   Executive's commission of any willful act intended to
                        injure the reputation, business, or any business
                        relationship of Employer or any of its affiliates; or

                  (3)   Executive is found by a court of competent jurisdiction
                        to have committed a felony; or

                  (4)   the refusal or failure of Executive to perform
                        Executive's duties with Employer in a competent and
                        professional manner that is not cured by Executive
                        within ten (10) business days after a written demand
                        therefor is delivered to Executive by the Board of
                        Directors of Employer ("Board") which specifically
                        identifies the manner in which the Board believes that
                        Executive has not substantially performed Executive's
                        duties; provided, further, however, that if the Board,
                        in good faith, determines that the refusal or failure by
                        Executive is egregious in nature or is not susceptible
                        of cure, then no cure period shall be required
                        hereunder; or

                  (5)   the refusal or failure of Executive to comply with any
                        of his material obligations under this Agreement
                        (including any exhibit hereto) that is not cured by
                        Executive within ten (10) business days after a written
                        demand therefor is delivered to Executive by the Board
                        which specifically identifies the manner in which the
                        Board believes Executive has materially breached this
                        Agreement; provided, further, however, that if the
                        Board, in good faith,

                                       5


                        determines that the refusal or failure by Executive is
                        egregious in nature or is not susceptible of cure, then
                        no cure period shall be required hereunder.

            (e) Good Reason. Executive may terminate his employment for "Good
Reason," by delivering written notice of such termination ("Employer Default
Notice") to Employer within sixty (60) days of the occurrence of any of the
following events, each of which shall constitute Good Reason: (i) Employer's
material breach of any provision of this Agreement, the Stock Incentive Plans or
any agreements thereunder, which has not been cured within the allotted time;
(ii) a material reduction of Executive's then current title, status, authority,
responsibility or duties or the assignment to Executive of any duties materially
inconsistent with Executive's then current position; (iii) any material
reduction in Executive's salary or benefits; (iv) the failure of any successor
entity to assume the terms of this Agreement upon any Change of Control; (v) the
relocation of Executive to a facility or location more than fifty (50) miles
from Employer's principal offices at the address set forth in the preamble to
this Agreement; or (vi) the failure of Employer to renew this Agreement upon the
expiration of the Initial Term or any Renewal Term. The Employer Default Notice
shall specify the reason for Executive's belief that an event constituting Good
Reason has occurred. Notwithstanding the foregoing, any material breach of this
Agreement by Employer, or other event constituting Good Reason, shall not
constitute Good Reason if any such breach or other event is cured or corrected
by Employer within thirty (30) days following delivery to Employer of the
Employer Default Notice.

            (f) Continuing Obligations. Executive acknowledges and agrees that
any termination under this Section 4 is not intended, and shall not be deemed or
construed, to affect in any way any of Executive's covenants and obligations
contained in Sections 6, 7, and 8 hereof, which shall continue in full force and
effect beyond such termination for any reason.

            Section 5. Termination Obligations

            (a) Resignation. If Executive's employment is terminated voluntarily
by Executive without Good Reason, Executive's employment shall terminate without
further obligations to Executive other than for payment of the sum of any unpaid
Salary determined by the Parent Board and reimbursable expenses and vacation
accrued and owing to Executive prior to the termination. The sum of such amounts
shall hereinafter be referred to as the "Accrued Obligations," which shall be
paid to Executive or Executive's estate or beneficiary within thirty (30) days
of the date of termination. If Executive voluntarily terminates his employment
without Good Reason and within (30) days of such termination, Employer
determines that it would have had Cause to terminate Executive pursuant to
Section 4(d), Executive shall be deemed to have been terminated for Cause and
the terms of Section 5(b) shall apply.

            (b) Cause. If Executive's employment is terminated by Employer for
Cause, this Agreement shall terminate without further obligations to Executive
other than for the timely payment of Accrued Obligations. If it is subsequently
determined by an arbitrator, pursuant to Section 19 hereof, that Employer did
not have Cause for termination, then Employer's decision to terminate shall be
deemed to have been made without Cause and the terms of Section 5(c) shall
apply.

                                       6


            (c) By Employer Other than for Cause or Death or Disability; By
Executive for Good Reason.

                  (1) If (A) Employer terminates Executive's employment for a
reason other than Cause, or due to Executive's death or Disability, or (B)
Executive terminates his employment for Good Reason, Employer shall have no
further obligations to Executive other than for (i) the payment of Accrued
Obligations, (ii) severance pay in an amount equal to twenty-four (24) months of
Salary to be paid in equal installments in accordance with Employer's payroll
practices during the period beginning on the Severance Commencement Date (as
defined below) and ending on the 24-month anniversary of the date of the
Executive's termination of employment (the "Date of Termination"); provided,
however, that, notwithstanding the foregoing, if the Severance Commencement Date
is the six-month anniversary of the Date of Termination, then Employer shall, as
of the six-month anniversary of the Date of Termination, pay to the Executive a
lump-sum amount equal to 25% of the Severance Amount (with the other 75% of the
Severance Amount payable to the Executive in equal monthly installments during
the period beginning on the six-month anniversary of the Date of Termination and
ending on the 24-month anniversary thereof), and (iii) a pro rata bonus
calculated based on multiplying the percentage of the year Executive worked for
Employer during the year of his termination by the Bonus received by Executive
during the preceding year and (iv) the reimbursement of premiums otherwise
payable by Executive pursuant to COBRA for a period of up to 12 months, or until
Executive no longer is eligible for COBRA continuation coverage, whichever is
earlier. For purposes of this Section 5, "Severance Commencement Date" shall
mean (x) if any stock of Parent or its affiliates is publicly traded on an
established securities market or otherwise and the Parent Board (or its
delegate) determines in its discretion that as of the Date of Termination the
Executive is a "key employee" (within the meaning of Section 416(i) of the
Internal Revenue Code of 1986, as amended (the "Code")), as interpreted in
accordance with Section 409A of the Code and Department of Treasury regulations
and other interpretive guidance issued thereunder) and that Section 409A of the
Code applies with respect to a payment to the Executive pursuant to Section
5(c)(1)(ii), the six-month anniversary of the Date of Termination; or (y) if the
Parent Board (or its delegate) determines in its discretion that the Executive
is not such a "key employee" as of the Date of Termination (or that Section 409A
of the Internal Revenue Code does not apply with respect to a payment to the
Executive pursuant to Section 5(c)(1)(ii)), the Date of Termination. The
payments described in this Section 5(c)(1), except for those set forth in
Section 5(c)(1)(ii) and (iv), shall be made within thirty (30) days of the Date
of Termination.

                  (2) If Executive terminates his employment for Good Reason and
it is subsequently determined by an arbitrator, pursuant to Section 20 hereof,
that Executive did not have Good Reason for termination, then Executive's
decision to terminate for Good Reason shall be deemed to have been a voluntary
resignation, the terms of Section 5(a) shall apply, and all monies paid to
Executive pursuant to this Section 5(c)(1), except for those monies paid
pursuant to Section 5(c)(1)(i), shall be immediately returned to Employer.

                  (3) The amounts payable pursuant to Section 5(c)(1) shall be
the only amounts Executive shall receive for termination in accordance with this
Section 5(c); provided, however, that no amounts shall be payable pursuant to
this section 5(c) on or following the date Executive breaches any of Sections 7,
8 or 9 of this Agreement.

                                       7


            (d) Mitigation. In the event Executive's employment with Employer is
terminated pursuant to this Section 5, Executive shall be obligated to mitigate
any severance payments due to Executive in accordance with Section 5(c)(1)(ii).
Executive shall be required to notify Employer, in writing, within seven (7)
days of obtaining subsequent employment by an unrelated party, which shall
include, without limitation, self-employment, consulting or other arrangement,
but not passive investment activities. In the event Executive obtains other
employment during any severance payout period described in Section 5(c)(1)(ii),
the severance payments due to Executive thereunder shall be reduced to an amount
equal to the lesser of (i) fifty (50%) percent of Executive's Salary immediately
prior to the Date of Termination or (ii) fifty (50%) percent of Executive's base
compensation received for subsequent employment, self-employment, consulting or
other arrangement, commencing on the date Executive commences providing services
in his new capacity. Nothing herein shall require Executive to seek employment,
self-employment, consulting or other arrangement.

            (e) Release. Notwithstanding anything to the contrary contained
herein, no severance payments required hereunder shall be made by Employer until
such time as Executive shall execute a general release for the benefit of
Employer and its affiliates in a form satisfactory to Employer. Such general
release shall not apply to (i) Executive's rights under any Stock Incentive Plan
award agreements or (ii) Executive's rights, as applicable, to indemnification
under Employer's or Parent's charter or bylaws, any indemnification agreement or
applicable law.

            (f) Equity Compensation Awards. Except as expressly provided herein,
except for the provisions of Section 3(c) of this Agreement, the terms of the
Stock Incentive Plans and any related award agreements and/or notice of grant
shall govern the termination, vesting, and/or exercise of Executive's stock
options or other equity awards upon the termination of Executive's employment
for any reason.

            (g) Exclusive Remedy. Executive agrees that the payments set forth
in this Agreement shall constitute the exclusive and sole remedy for any
termination of Executive's employment and Executive covenants not to assert or
pursue any other remedies, at law or in equity, with respect to this Agreement.

            (h) Termination of Executive's Office. Following the termination of
Executive's employment for any reason, Executive shall hold no further office or
position with Employer or any of its affiliates.

            Section 6. Parachute Payments.

            (a) If it is determined by a nationally recognized United States
public accounting firm selected by the Employer and approved in writing by the
Executive (which approval shall not be unreasonably withheld) (the "Auditors")
that any payment or benefit made or provided to the Executive in connection with
this Agreement or otherwise (including without limitation any Stock Option or
other equity based award vesting) (collectively, a "Payment"), would be subject
to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"),
then the Employer shall pay to the Executive, prior to the time the Parachute
Tax is payable with respect to such Payment, an additional payment (a "Gross-Up
Payment") in an amount such that,

                                       8


after payment by the Executive of all taxes (including any Parachute Tax)
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount
of any Gross-Up Payment shall be determined by the Auditors, subject to
adjustment, as necessary, as a result of any Internal Revenue Service position.
For purposes of making the calculations required by this Agreement, the Auditors
may make reasonable assumptions and approximations concerning applicable taxes
and may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code, provided that the Auditors'
determinations must be made with substantial authority (within the meaning of
Section 6662 of the Code).

            (b) The federal tax returns filed by the Executive (and any filing
made by a consolidated tax group which includes the Employer) shall be prepared
and filed on a basis consistent with the determination of the Auditors with
respect to the Parachute Tax payable by the Executive. The Executive shall make
proper payment of the amount of any Parachute Tax, and at the request of the
Employer, provide to the Employer true and correct copies (with any amendments)
of his federal income tax return as filed with the Internal Revenue Service, and
such other documents reasonably requested by the Employer, evidencing such
payment. If, after the Employer's payment to the Executive of the Gross-Up
Payment, the Auditors determine in good faith that the amount of the Gross-Up
Payment should be reduced or increased, or such determination is made by the
Internal Revenue Service, then within ten (10) business days of such
determination, the Executive shall pay to the Employer the amount of any such
reduction, or the Employer shall pay to the Executive the amount of any such
increase; provided, however, that in no event shall the Executive have any such
refund obligation if it is determined by the Employer that to do so would be a
violation of the Sarbanes-Oxley Act of 2002, as it may be amended from time to
time; and provided, further, that if the Executive has prior thereto paid such
amounts to the Internal Revenue Service, such refund shall be due only to the
extent that a refund of such amount is received by the Executive; and provided,
further, that (i) the fees and expenses of the Auditors (and any other legal and
accounting fees) incurred for services rendered in connection with the Auditor's
determination of the Parachute Tax or any challenge by the Internal Revenue
Service or other taxing authority relating to such determination shall be paid
by the Employer and (ii) the Employer shall indemnify and hold the Executive
harmless on an after-tax basis for any interest and penalties imposed upon the
Executive to the extent that such interest and penalties are related to the
Auditor's determination of the Parachute Tax or the Gross-Up Payment.
Notwithstanding anything to the contrary herein, the Executive's rights under
this Section 6 shall survive the termination of his employment for any reason
and the termination or expiration of this Agreement for any reason.

            Section 7. Restrictions Respecting Confidential Information

            Executive hereby covenants and agrees that, during his employment
and thereafter, Executive will not, under any circumstance, disclose in any way
any Confidential Information (as defined below) to any other person other than
(i) at the direction of and for the benefit of Employer, (ii) to his attorney or
other advisers in connection with Executive's enforcement of his rights
hereunder, provided such individuals or entities agree to be bound by the
confidentiality restrictions herein contained, and if such Confidential
Information is relevant to such enforcement action, to the court or arbitrator,
as applicable, subject to a protective order. For the purposes of the foregoing,
"Confidential Information" means any information pertaining

                                       9


to the assets, business, creditors, vendors, manufacturers, customers, data,
employees, financial condition or affairs, formulae, licenses, methods,
operations, procedures, reports, suppliers, systems and technologies of Employer
and its affiliates, including (without limitation) the contracts, patents, trade
secrets and customer lists developed or otherwise acquired by Employer and its
affiliates; provided, however, that Confidential Information shall exclude any
information that was, is, or becomes publicly available other than through
disclosure by Executive or any other person known to Executive to be subject to
confidentiality obligations to Employer. All Confidential Information is and
will remain the sole and exclusive property of Employer and its affiliates.
Following the termination of his employment, Executive shall return all
documents and other tangible items containing Confidential Information to
Employer, without retaining any copies, notes or excerpts thereof.

            Section 8. Proprietary Matters

            Executive expressly understands and agrees that any and all
improvements, inventions, discoveries, processes, or know-how that are generated
or conceived by Executive during the Term (collectively, the "Inventions") will
be the sole and exclusive property of Employer, and Executive will, whenever
requested to do so by Employer (either during the Term or thereafter), execute
and assign any and all applications, assignments and/or other instruments and do
all things which Employer may deem necessary or appropriate in order to apply
for, obtain, maintain, enforce and defend patents, copyrights, trade names or
trademarks of the United States or of foreign countries for said Inventions, or
in order to assign and convey or otherwise make available to Employer the sole
and exclusive right, title, and interest in and to said Inventions,
applications, patents, copyrights, trade names or trademarks; provided, however,
that the provisions of this Section 8 shall not apply to an Invention that
Executive developed entirely on his own time without using Employer's
Confidential Information except for those Inventions that either (i) directly
and materially relate, at the time of conception or reduction to practice of the
invention, to Employer's business, or actual or demonstrably anticipated
research or development of Employer, or (ii) directly and materially result from
any work performed by Executive for Employer. Executive shall promptly
communicate and disclose to Employer all Inventions conceived, developed or made
by him during his employment by Employer, whether solely or jointly with others,
and whether or not patentable or copyrightable, (a) which relate to any matters
or business of the type carried on or being developed by Employer, or (b) which
result from or are suggested by any work done by him in the course of his
employment by Employer. Executive shall also promptly communicate and disclose
to Employer all material other data obtained by him concerning the business or
affairs of Employer in the course of his employment by Employer.

            Section 9. Nonsolicitation/Non-Compete

            (a) Executive agrees that throughout his employment and for a period
of two (2) years following the termination of his employment for any reason, he
will not directly or indirectly, own, manage, operate, control, or participate
in the ownership, management, operation, or control of, or be connected with, or
have any financial interest in, any Competitor. Ownership, for personal
investment purposes only, of not to exceed (i) individually, two (2%) percent of
the outstanding capital stock of any privately held entity, or (ii) voting stock
of any publicly held corporation shall not constitute a violation hereof. For
purposes of this Agreement,

                                       10


the term "Competitor" shall mean any individual or entity, present or future,
then providing any of the following products or services: (1) a multi-finance
source automotive finance portal, (2) electronic contracting for automotive
finance or lease transactions, other than at a financing source entity that
purchases electronic contracts or leases from automotive dealers, (3) automotive
lease, retail and/or balloon payment comparison or desking tools or (4) any
other sales or finance and insurance-related products or services for automotive
dealerships similar to any products or services offered by Employer or any of
its affiliates.

            (b) Executive agrees that during his employment with Employer and
for a period of two (2) years following the termination of his employment for
any reason, he will not actively solicit for employment, consulting or any other
arrangement any employee of Employer or any of its present or future affiliates
(while an affiliate).

            (c) Executive agrees that during his employment with Employer and
for a period of two (2) years following the termination of his employment for
any reason, he will not influence or attempt to influence customers of Employer
or any of its present or future affiliates, either directly or indirectly, to
divert their business to any Competitor.

            (d) The restrictions contained in this Section 9 are necessary for
the protection of the business and goodwill of Employer and are considered by
Executive to be reasonable for such purpose. Further, Executive represents that
these restrictions will not prevent him from earning a livelihood during the
restricted period.

            (e) This Section 9 shall survive the termination or expiration of
this Agreement.

            Section 10. Equitable Relief

            Executive acknowledges and agrees that Employer will suffer
irreparable damage which cannot be adequately compensated by money damages in
the event of a breach, or threatened breach, of any of the terms and provisions
of Sections 7, 8 and 9 of this Agreement, and that, in the event of any such
breach, or threatened breach, Employer will not have an adequate remedy at law.
It is therefore agreed that Employer, in addition to all other such rights,
powers, privileges and remedies that it may have, shall be entitled to
injunctive relief, specific performance or such other equitable relief as
Employer may request to enforce any of those terms and provisions and to enjoin
or otherwise restrain any act prohibited thereby, and Executive will not raise
and hereby waives any objection or defense that there is an adequate remedy
available at law. Notwithstanding the provisions of Section 20 of this
Agreement, Executive agrees that Employer shall be entitled to seek such
injunctive relief, without bond, in a court of competent jurisdiction and
Executive hereby consents to the jurisdiction of the state and federal courts of
New York for purposes of such an action. Executive agrees that any claim he may
have against Employer or any of its affiliates shall not constitute a defense
against the issuance of any such equitable relief. The foregoing shall not
constitute a waiver of any of Employer's rights, powers, privileges and remedies
against or in respect of a breaching party or any other person or thing under
this Agreement, or applicable law.

                                       11


            Section 11. Notice

            Any notice, request, demand or other communication hereunder shall
be in writing, shall be delivered by hand or sent by registered or certified
mail or by reputable overnight delivery service, postage prepaid, to the
addressee at the address set forth below (or at such other address as shall be
designated hereunder by written notice to the other party hereto) and shall be
deemed conclusively to have been given when actually received by the addressee.

            All notices and other communications hereunder shall be addressed as
follows:

                   If to Executive at the address set forth in the
                   Employer's payroll records.

                   If to Employer:

                   DealerTrack Holdings, Inc.
                   1111 Marcus Avenue, Suite M04
                   Lake Success, NY 11042

                   With a copy to:

                   General Counsel
                   DealerTrack Holdings, Inc.
                   1111 Marcus Avenue, Suite M04
                   Lake Success, NY 11042

                   and to:

                   Latham & Watkins LLP
                   885 Third Avenue
                   New York, NY  10022
                   Attention: Bradd L. Williamson, Esq.

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.

            Section 12. Legal Counsel

            In entering into this Agreement, the parties represent that they
have relied upon the advice of their attorneys, who are attorneys of their own
choice, and that the terms of this Agreement have been completely read and
explained to them by their attorneys, and that those terms are fully understood
and voluntarily accepted by them.

            Section 13. Section and Other Headings

            The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

                                       12


            Section 14.Governing Law

            This Agreement has been executed and delivered, and shall be
governed by and construed in accordance with the applicable laws pertaining, in
the State of New York, without regard to conflicts of laws principles.

            Section 15. Severability

            In the event that any term or provision of this Agreement shall be
finally determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by a governmental authority having jurisdiction and
venue, that determination shall not impair or otherwise affect the validity,
legality or enforceability, to the maximum extent permissible by law, (a) by or
before that authority of the remaining terms and provisions of this Agreement,
which shall be enforced as if the unenforceable term or provision were deleted,
or (b) by or before any other authority of any of the terms and provisions of
this Agreement.

            Section 16. Counterparts

            This Agreement may be executed in two counterpart copies of the
entire document or of signature pages to the document, each of which may be
executed by one of the parties hereto, but all of which, when taken together,
shall constitute a single agreement binding upon both of the parties hereto.

            Section 17. Benefit

            This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their legal representatives, successors and
assigns. Insofar as Executive is concerned, this Agreement, being personal,
cannot be assigned; provided, however, that should Executive become entitled to
payment pursuant to Section 5 hereof, he may assign his rights to such payment
to his legal representatives, successors, and assigns. Without limiting the
generality of the foregoing, all representations, warranties, covenants and
other agreements made by or on behalf of Executive in this Agreement shall inure
to the benefit of the successors and assigns of Employer.

            Section 18. Modification

            This Agreement may not be amended or modified other than by a
written agreement executed by all parties hereto.

            Section 19. Entire Agreement

            Except as provided in Section 5(f) hereof, this Agreement contains
the entire agreement of the parties and supersedes all other representations,
warranties, agreements and understandings, oral or otherwise, among the parties
with respect to the matters contained herein, including any prior employment
agreements between Executive and Employer or any affiliate of Employer.

                                       13


            Section 20. Arbitration

            (a) Executive agrees that any dispute or controversy arising out of,
relating to, or in connection with this Agreement or the termination thereof, or
the interpretation, validity, construction, performance, breach, or termination
thereof, shall be settled by expedited, binding arbitration to be held in New
York, New York in accordance with the National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration Association (the
"Rules"). The arbitrator may grant injunctions or other relief in such dispute
or controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator's decision in any court having jurisdiction. The arbitrator may award
the prevailing party its reasonable attorney's fees.

            (b) The arbitrator shall apply New York law to the merits of any
dispute or claim, without reference to rules of conflicts of law. The
arbitration proceedings shall be governed by federal arbitration law and by the
Rules, without reference to state arbitration law.

            (c) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES
ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE IS
AGREEING TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH
THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH OF TERMINATION THEREOF, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION
CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO
THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE
RELATIONSHIP INCLUDING, BUT NOT LIMITED TO, STATUTORY DISCRIMINATION CLAIMS.

            Section 21. Representations and Warranties of Executive

            In order to induce Employer to enter into this Agreement, Executive
represents and warrants to Employer, to the best of his knowledge after the
review of his personnel files, that: (a) the execution and delivery of this
Agreement by Executive and the performance of his obligations hereunder will not
violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding to which Executive is a
party or by which he is or may be bound or subject; and (b) Executive is not a
party to any instrument, agreement, document, arrangement or other understanding
with any person (other than Employer) requiring or restricting the use or
disclosure of any confidential information or the provision of any employment,
consulting or other services.

            Section 22. Waiver of Breach

            Except as may specifically provided herein, the failure of a party
to insist on strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any term of this Agreement. Any
waiver hereto must be in writing.

                                       14


            Section 23. Section 409A.

            The parties acknowledge and agree that, to the extent applicable,
this Agreement shall be interpreted in accordance with Section 409A of the Code
and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance
that may be issued after the Effective Date. Notwithstanding any provision of
this Agreement to the contrary, in the event that Employer determines that any
amounts payable hereunder will be immediately taxable to the Executive under
Section 409A of the Code and related Department of Treasury guidance, Employer
may (a) adopt such amendments to this Agreement and appropriate policies and
procedures, including amendments and policies with retroactive effect, that
Employer determines necessary or appropriate to preserve the intended tax
treatment of the benefits provided by this Agreement and/or (b) take such other
actions as Employer determines necessary or appropriate to comply with the
requirements of Section 409A of the Code and related Department of Treasury
guidance, including such Department of Treasury guidance and other interpretive
materials as may be issued after the Effective Date.

                            [signature page follows]

                                       15


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

                                   EXECUTIVE:

                                   ____________________________________________
                                   Charles Giglia

                                   EMPLOYER:

                                   DEALERTRACK, INC.

                                   By: ________________________________________

                                   Name: Mark F. O'Neil

                                   Title: Chairman and Chief Executive Officer

                                       16

EX-10.18

                                                                   EXHIBIT 10.18


                      SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

            This Senior Executive Employment Agreement (the "Agreement") is
entered into as of this 26th day of May, 2005 (the "Effective Date") by and
between Eric D. Jacobs ("Executive") and DealerTrack Holdings, Inc., a Delaware
corporation ("Employer") with principal offices at 1111 Marcus Avenue, Suite
M04, Lake Success, NY 11042.

            Section 1. Term

            Employer shall continue to employ Executive and Executive agrees to
continue such employment, upon the terms and conditions hereinafter set forth,
from the Effective Date through and including June 30, 2007 (the "Initial
Term"). This Agreement shall renew automatically for successive one year periods
(each, a "Renewal Term") unless one party gives notice to the other party, in
writing, at least sixty (60) days prior to the expiration of this Agreement (or
any renewal) of its desire to terminate the Agreement. The term of this
Agreement, including the Initial Term and any Renewal Term, shall be referred to
herein as the "Term".

            Section 2. Executive's Duties

            (a) Executive shall be Senior Vice President, General Counsel and
Secretary and shall report directly to Employer's Chief Executive Officer or his
designee. Executive shall faithfully and diligently perform his duties at the
direction of Employer's Chief Executive Officer, or his designee, to the best of
Executive's ability. Executive shall (i) devote his best efforts, skill, and
ability and full business time and attention to the performance of the services
customarily incident to such office, subject to vacations and sick leave as
provided herein and in accordance with Employer policy, (ii) carry out his
duties in a competent and professional manner; and (iii) generally promote the
interests of Employer. Subject to applicable law, Executive shall not knowingly
participate in any activity that is detrimental to the interests of Employer or
any of its affiliates, including, without limitation, any public criticism or
disparagement of any type by Executive, through the media or otherwise, of
Employer or any of its affiliates or employees, except in connection with the
exercise of Executive's rights against Employer or any of its affiliates.

            (b) Executive agrees to abide by all policies applicable to senior
executive officers of Employer promulgated from time to time by Employer which
policies are enforced uniformly and applicable to all similar executives of
Employer.

            (c) Except for such business travel as may be incident to his duties
hereunder, Executive shall perform his duties at Employer's offices at the
address set forth in the preamble to this Agreement or at such other location as
may be approved by Employer.

            Section 3. Compensation for Executive's Services

            In consideration of the duties and services to be performed by
Executive pursuant to Sections 1 and 2 hereof, Executive shall receive:



            (a) Salary. Executive shall earn salary (the "Salary") at the annual
rate of Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Minimum Salary"),
less all applicable federal, state, and local tax withholdings. Such Salary
shall be earned and shall be payable in periodic installments in accordance with
Employer's payroll practices. During the Term, the Board of Directors of
Employer (the "Parent Board") or the Compensation Committee of the Parent Board
(the "Compensation Committee") will review the Salary annually and may in its
discretion increase the Salary, but may not reduce it during the Term unless
Employer institutes salary reductions across the board; provided, however, that
in no event shall the Salary be reduced below the Minimum Salary without
Executive's written consent.

            (b) Bonus. For each fiscal year of Employer (each, a "Fiscal Year"),
Executive shall be entitled to receive a cash performance bonus (a "Bonus")
which shall be based on the achievement of certain performance benchmarks by
Employer during such Fiscal Year which shall be determined by the Parent Board.
The Parent Board shall review the target Bonus on an annual basis and, in its
sole discretion, may increase such target Bonus for any Fiscal Year. The target
Bonus shall not be decreased except in connection with company-wide bonus
reductions. The target Bonus for any Fiscal Year shall be at least Forty-Five
percent (45%) of the Salary for such Fiscal Year. The Bonus for each Fiscal Year
shall be paid, if at all, to Executive on a schedule consistent with Employer's
bonus payments to its other similarly situated senior executive officers by no
later than two and one half (2 1/2) months following the end of such Fiscal
Year. Executive understands and agrees that the Bonus is established in part as
an inducement for Executive to remain employed by Employer and except as
provided in Section 5(c) of this Agreement, or in the Employer's sole
discretion, in the event that Executive's employment is terminated prior to the
end of any Fiscal Year during the Term, then Executive shall not receive payment
of any Bonus for such year.

            (c) Equity. In connection with Executive's employment, Executive has
been and may continue to be granted stock options ("Stock Options") to purchase
equity securities of Employer pursuant to the terms of DealerTrack Holdings,
Inc. 2001 Stock Option Plan, effective as of August 10, 2001, as amended ("Stock
Option Plan") or may be granted Stock Options or other equity based awards
pursuant to the terms of the DealerTrack Holdings, Inc. 2005 Incentive Award
Plan, effective as of May 26, 2005, as amended (the "2005 Incentive Award
Plan"), or any other successor equity incentive plans (collectively, the "Stock
Incentive Plans"). Except as otherwise provided herein, the terms of the Stock
Options shall be governed by the Stock Incentive Plans. Executive shall be
credited with twenty-four (24) months accelerated vesting of his Stock Options
upon termination of Executive's employment by: (1) Employer without Cause (as
defined below); or (2) Executive for Good Reason (as defined below). Executive
shall be credited with thirty-six (36) months accelerated vesting of his Stock
Options upon a Change of Control (defined below). Executive shall be credited
with full acceleration and vesting of his Stock Options upon the earlier of: (1)
the elimination of Executive's position or a termination of Executive's
employment, in either event, within twelve (12) months after a Change of
Control; (2) a material negative change in Executive's compensation or
responsibilities within twelve (12) months after a Change of Control; or (3) the
requirement that Executive be based at a location which is more than fifty (50)
miles from Employer's offices at the address set forth in the preamble to this
Agreement within twelve (12) months after a Change of Control. Anything in the
Stock Incentive Plans to the contrary notwithstanding, if Executive's employment
is terminated by Executive with Good Reason or by Employer without Cause, or

                                       2


under circumstances described above which would result in certain accelerated
vesting of any unvested Stock Options held by Executive, the unexercised portion
of any Stock Options held by Executive will not terminate until the twelve (12)
month anniversary of the date of termination of Executive's employment. In the
event Employer elects to grant equity based awards other than Options, such
grants shall, where appropriate, be subject to equivalent acceleration
provisions as set forth in this Section 3(c). For purposes hereof, a "Change of
Control" shall mean and includes each of the following:

            (i) A transaction or series of transactions (other than an offering
      of shares of Employer to the general public through a registration
      statement filed with the Securities and Exchange Commission) whereby any
      "person" or related "group" of "persons" (as such terms are used in
      Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
      amended) (other than the Employer, any of its subsidiaries, an employee
      benefit plan maintained by the Employer or any of its subsidiaries or a
      "person" that, prior to such transaction, directly or indirectly controls,
      is controlled by, or is under common control with, the Employer) directly
      or indirectly acquires beneficial ownership (within the meaning of Rule
      13d-3 under the Securities Exchange Act of 1934, as amended) of securities
      of the Employer possessing more than 50% of the total combined voting
      power of the Employer's securities outstanding immediately after such
      acquisition; or

            (ii) During any period of two consecutive years, individuals who, at
      the beginning of such period, constitute the Parent Board together with
      any new director(s) (other than a director designated by a person who
      shall have entered into an agreement with the Company to effect a
      transaction described in Section 3(c)(i) or Section 3(c)(iii)) whose
      election by the Parent Board or nomination for election by the Employer's
      stockholders was approved by a vote of at least two-thirds of the
      directors then still in office who either were directors at the beginning
      of the two-year period or whose election or nomination for election was
      previously so approved, cease for any reason to constitute a majority
      thereof; or

            (iii) The consummation by the Employer (whether directly involving
      the Employer or indirectly involving the Employer through one or more
      intermediaries) of (x) a merger, consolidation, reorganization, or
      business combination or (y) a sale or other disposition of all or
      substantially all of the Employer's assets in any single transaction or
      series of related transactions or (z) the acquisition of assets or stock
      of another entity, in each case other than a transaction:

                  (A) Which results in the Employer's voting securities
            outstanding immediately before the transaction continuing to
            represent (either by remaining outstanding or by being converted
            into voting securities of the Employer or the person that, as a
            result of the transaction, controls, directly or indirectly, the
            Employer or owns, directly or indirectly, all or substantially all
            of the Employer's assets or otherwise succeeds to the business of
            the Employer (the Employer or such person, the "Successor Entity"))
            directly or indirectly, at least a majority of the combined voting
            power of the Successor Entity's outstanding voting securities
            immediately after the transaction, and

                                       3


                  (B) After which no person or group beneficially owns voting
            securities representing 50% or more of the combined voting power of
            the Successor Entity; provided, however, that no person or group
            shall be treated for purposes of this Section 3(c)(iii) as
            beneficially owning 50% or more of combined voting power of the
            Successor Entity solely as a result of the voting power held in the
            Employer prior to the consummation of the transaction; or

            (iv) The Employer's stockholders approve a liquidation or
      dissolution of the Employer.

The Parent Board or its designee shall have full and final authority, which
shall be exercised in its discretion, to determine conclusively whether a Change
of Control of the Employer has occurred, and the date of the occurrence of such
Change of Control and any incidental matters relating thereto.

            (d) Benefits. Employer shall provide Executive with the right to
participate in and receive benefits from all life, accident, disability, medical
and pension plans, and all similar benefits as are from time to time in effect
and are generally made available to similar situated senior executive officers
of Employer. The amount and extent of benefits to which Executive is entitled
shall be governed by the specific benefit plan, as it may be amended from time
to time.

            (e) Expenses. Employer shall promptly reimburse Executive for
reasonable expenses for cellular telephone usage, entertainment, travel, meals,
lodging and similar items incurred in the conduct of Employer's business. Such
expenses shall be reimbursed in accordance with Employer's expense reimbursement
policies and guidelines.

            (f) Vacation; Sick Leave. During the Term, Executive shall be
entitled to four weeks (4) weeks vacation per year, paid holidays, sick leave,
and similar benefits, to be earned and used in accordance with Employer's policy
and procedure for other similarly situated senior executive officers.

            (g) Modification. Employer reserves the right to modify, suspend or
discontinue any and all of the above plans, practices, policies and programs
referenced in Sections 3(d) and (e) at any time in its discretion without
recourse by Executive so long as such action is taken generally with respect to
other similarly situated senior executive officers. Any such modification,
suspension or discontinuance of the plans, practices and policies referenced in
Section 3(e) will not apply to otherwise reimbursable expenses incurred by
Executive prior to any such modification, suspension or discontinuance.

            Section 4. Termination of Employment

            (a) Resignation. Executive may voluntarily terminate his employment
with Employer, at any time, with or without Good Reason, upon written notice to
Employer.

            (b) Termination. Employer may terminate Executive's employment at
any time, with or without Cause, upon written notice to Executive.

                                       4


            (c) Death or Disability. Executive's employment shall terminate
immediately upon Executive's death. In the event Employer, in good faith,
determines that Executive is unable to perform the functions of his position due
to a Disability (as defined below), it may notify Executive in writing of its
intention to terminate Executive's employment and Executive's employment with
Employer shall terminate effective on the thirtieth (30th) day after receipt of
such notice by Executive. For the purposes of this Agreement, "Disability" shall
mean a physical or mental impairment that substantially limits a major life
activity of Executive and renders Executive unable to perform the essential
functions of his position even with reasonable accommodation (that does not
impose an undue hardship on Employer), and which has lasted at least (i) sixty
(60) consecutive days, (ii) the balance of Executive's entitlement to leave, if
any, under the Family and Medical Leave Act, or other similar statute or (iii)
the balance of any election period under the Employer's long term disability
program (without regard to whether Executive is awarded benefits under such
program), whichever is longer.

            (d) Cause. Employer may immediately terminate Executive's employment
for "Cause" by giving written notice to Executive. For purposes of this
Agreement, "Cause" shall mean:

                  (1)   Executive's commission of an act of fraud or
                        embezzlement upon Employer or any of its affiliates; or

                  (2)   Executive's commission of any willful act intended to
                        injure the reputation, business, or any business
                        relationship of Employer or any of its affiliates; or

                  (3)   Executive is found by a court of competent jurisdiction
                        to have committed a felony; or

                  (4)   the refusal or failure of Executive to perform
                        Executive's duties with Employer in a competent and
                        professional manner that is not cured by Executive
                        within ten (10) business days after a written demand
                        therefor is delivered to Executive by the Parent Board
                        which specifically identifies the manner in which the
                        Parent Board believes that Executive has not
                        substantially performed Executive's duties; provided,
                        further, however, that if the Parent Board, in good
                        faith, determines that the refusal or failure by
                        Executive is egregious in nature or is not susceptible
                        of cure, then no cure period shall be required
                        hereunder; or

                  (5)   the refusal or failure of Executive to comply with any
                        of his material obligations under this Agreement
                        (including any exhibit hereto) that is not cured by
                        Executive within ten (10) business days after a written
                        demand therefor is delivered to Executive by the Parent
                        Board which specifically identifies the manner in which
                        the Parent Board believes Executive has materially
                        breached this Agreement; provided, further, however,
                        that if the Parent Board, in good faith, determines that
                        the refusal or failure by Executive is

                                       5


                        egregious in nature or is not susceptible of cure, then
                        no cure period shall be required hereunder.

            (e) Good Reason. Executive may terminate his employment for "Good
Reason," by delivering written notice of such termination ("Employer Default
Notice") to Employer within sixty (60) days of the occurrence of any of the
following events, each of which shall constitute Good Reason: (i) Employer's
material breach of any provision of this Agreement, the Stock Incentive Plans or
any agreements thereunder, which has not been cured within the allotted time;
(ii) a material reduction of Executive's then current title, status, authority,
responsibility or duties or the assignment to Executive of any duties materially
inconsistent with Executive's then current position; (iii) any material
reduction in Executive's salary or benefits; (iv) the failure of any successor
entity to assume the terms of this Agreement upon any Change of Control; (v) the
relocation of Executive to a facility or location more than fifty (50) miles
from Employer's principal offices at the address set forth in the preamble to
this Agreement; or (vi) the failure of Employer to renew this Agreement upon the
expiration of the Initial Term or any Renewal Term. The Employer Default Notice
shall specify the reason for Executive's belief that an event constituting Good
Reason has occurred. Notwithstanding the foregoing, any material breach of this
Agreement by Employer, or other event constituting Good Reason, shall not
constitute Good Reason if any such breach or other event is cured or corrected
by Employer within thirty (30) days following delivery to Employer of the
Employer Default Notice.

            (f) Continuing Obligations. Executive acknowledges and agrees that
any termination under this Section 4 is not intended, and shall not be deemed or
construed, to affect in any way any of Executive's covenants and obligations
contained in Sections 6, 7, and 8 hereof, which shall continue in full force and
effect beyond such termination for any reason.

            Section 5. Termination Obligations

            (a) Resignation. If Executive's employment is terminated voluntarily
by Executive without Good Reason, Executive's employment shall terminate without
further obligations to Executive other than for payment of the sum of any unpaid
Salary determined by the Parent Board and reimbursable expenses and vacation
accrued and owing to Executive prior to the termination. The sum of such amounts
shall hereinafter be referred to as the "Accrued Obligations," which shall be
paid to Executive or Executive's estate or beneficiary within thirty (30) days
of the date of termination. If Executive voluntarily terminates his employment
without Good Reason and within (30) days of such termination, Employer
determines that it would have had Cause to terminate Executive pursuant to
Section 4(d), Executive shall be deemed to have been terminated for Cause and
the terms of Section 5(b) shall apply.

            (b) Cause. If Executive's employment is terminated by Employer for
Cause, this Agreement shall terminate without further obligations to Executive
other than for the timely payment of Accrued Obligations. If it is subsequently
determined by an arbitrator, pursuant to Section 19 hereof, that Employer did
not have Cause for termination, then Employer's decision to terminate shall be
deemed to have been made without Cause and the terms of Section 5(c) shall
apply.

                                       6


            (c) By Employer Other than for Cause or Death or Disability; By
Executive for Good Reason.

                  (1) If (A) Employer terminates Executive's employment for a
reason other than Cause, or due to Executive's death or Disability, or (B)
Executive terminates his employment for Good Reason, Employer shall have no
further obligations to Executive other than for (i) the payment of Accrued
Obligations, (ii) severance pay in an amount equal to twenty-four (24) months of
Salary to be paid in equal installments in accordance with Employer's payroll
practices during the period beginning on the Severance Commencement Date (as
defined below) and ending on the 24-month anniversary of the date of the
Executive's termination of employment (the "Date of Termination"); provided,
however, that, notwithstanding the foregoing, if the Severance Commencement Date
is the six-month anniversary of the Date of Termination, then Employer shall, as
of the six-month anniversary of the Date of Termination, pay to the Executive a
lump-sum amount equal to 25% of the Severance Amount (with the other 75% of the
Severance Amount payable to the Executive in equal monthly installments during
the period beginning on the six-month anniversary of the Date of Termination and
ending on the 24-month anniversary thereof), and (iii) a pro rata bonus
calculated based on multiplying the percentage of the year Executive worked for
Employer during the year of his termination by the Bonus received by Executive
during the preceding year and (iv) the reimbursement of premiums otherwise
payable by Executive pursuant to COBRA for a period of up to 12 months, or until
Executive no longer is eligible for COBRA continuation coverage, whichever is
earlier. For purposes of this Section 5, "Severance Commencement Date" shall
mean (x) if any stock of Employer or its affiliates is publicly traded on an
established securities market or otherwise and the Parent Board (or its
delegate) determines in its discretion that as of the Date of Termination the
Executive is a "key employee" (within the meaning of Section 416(i) of the
Internal Revenue Code of 1986, as amended (the "Code")), as interpreted in
accordance with Section 409A of the Code and Department of Treasury regulations
and other interpretive guidance issued thereunder) and that Section 409A of the
Code applies with respect to a payment to the Executive pursuant to Section
5(c)(1)(ii), the six-month anniversary of the Date of Termination; or (y) if the
Parent Board (or its delegate) determines in its discretion that the Executive
is not such a "key employee" as of the Date of Termination (or that Section 409A
of the Internal Revenue Code does not apply with respect to a payment to the
Executive pursuant to Section 5(c)(1)(ii)), the Date of Termination. The
payments described in this Section 5(c)(1), except for those set forth in
Section 5(c)(1)(ii) and (iv), shall be made within thirty (30) days of the Date
of Termination.

                  (2) If Executive terminates his employment for Good Reason and
it is subsequently determined by an arbitrator, pursuant to Section 20 hereof,
that Executive did not have Good Reason for termination, then Executive's
decision to terminate for Good Reason shall be deemed to have been a voluntary
resignation, the terms of Section 5(a) shall apply, and all monies paid to
Executive pursuant to this Section 5(c)(1), except for those monies paid
pursuant to Section 5(c)(1)(i), shall be immediately returned to Employer.

                  (3) The amounts payable pursuant to Section 5(c)(1) shall be
the only amounts Executive shall receive for termination in accordance with this
Section 5(c); provided, however, that no amounts shall be payable pursuant to
this section 5(c) on or following the date Executive breaches any of Sections 7,
8 or 9 of this Agreement.

                                       7


            (d) Mitigation. In the event Executive's employment with Employer is
terminated pursuant to this Section 5, Executive shall be obligated to mitigate
any severance payments due to Executive in accordance with Section 5(c)(1)(ii).
Executive shall be required to notify Employer, in writing, within seven (7)
days of obtaining subsequent employment by an unrelated party, which shall
include, without limitation, self-employment, consulting or other arrangement,
but not passive investment activities. In the event Executive obtains other
employment during any severance payout period described in Section 5(c)(1)(ii),
the severance payments due to Executive thereunder shall be reduced to an amount
equal to the lesser of (i) fifty (50%) percent of Executive's Salary immediately
prior to the Date of Termination or (ii) fifty (50%) percent of Executive's base
compensation received for subsequent employment, self-employment, consulting or
other arrangement, commencing on the date Executive commences providing services
in his new capacity. Nothing herein shall require Executive to seek employment,
self-employment, consulting or other arrangement.

            (e) Release. Notwithstanding anything to the contrary contained
herein, no severance payments required hereunder shall be made by Employer until
such time as Executive shall execute a general release for the benefit of
Employer and its affiliates in a form satisfactory to Employer. Such general
release shall not apply to (i) Executive's rights under any Stock Incentive Plan
award agreements or (ii) Executive's rights, as applicable, to indemnification
under Employer's charter or bylaws, any indemnification agreement or applicable
law.

            (f) Equity Compensation Awards. Except as expressly provided herein,
except for the provisions of Section 3(c) of this Agreement, the terms of the
Stock Incentive Plans and any related award agreements and/or notice of grant
shall govern the termination, vesting, and/or exercise of Executive's stock
options or other equity awards upon the termination of Executive's employment
for any reason.

            (g) Exclusive Remedy. Executive agrees that the payments set forth
in this Agreement shall constitute the exclusive and sole remedy for any
termination of Executive's employment and Executive covenants not to assert or
pursue any other remedies, at law or in equity, with respect to this Agreement.

            (h) Termination of Executive's Office. Following the termination of
Executive's employment for any reason, Executive shall hold no further office or
position with Employer or any of its affiliates.

                        Section 6. Parachute Payments.

            (a) If it is determined by a nationally recognized United States
public accounting firm selected by the Employer and approved in writing by the
Executive (which approval shall not be unreasonably withheld) (the "Auditors")
that any payment or benefit made or provided to the Executive in connection with
this Agreement or otherwise (including without limitation any Stock Option or
other equity based award vesting) (collectively, a "Payment"), would be subject
to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"),
then the Employer shall pay to the Executive, prior to the time the Parachute
Tax is payable with respect to such Payment, an additional payment (a "Gross-Up
Payment") in an amount such that, after payment by the Executive of all taxes
(including any Parachute Tax) imposed upon the

                                       8


Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up
Payment shall be determined by the Auditors, subject to adjustment, as
necessary, as a result of any Internal Revenue Service position. For purposes of
making the calculations required by this Agreement, the Auditors may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code, provided that the Auditors' determinations
must be made with substantial authority (within the meaning of Section 6662 of
the Code).

            (b) The federal tax returns filed by the Executive (and any filing
made by a consolidated tax group which includes the Employer) shall be prepared
and filed on a basis consistent with the determination of the Auditors with
respect to the Parachute Tax payable by the Executive. The Executive shall make
proper payment of the amount of any Parachute Tax, and at the request of the
Employer, provide to the Employer true and correct copies (with any amendments)
of his federal income tax return as filed with the Internal Revenue Service, and
such other documents reasonably requested by the Employer, evidencing such
payment. If, after the Employer's payment to the Executive of the Gross-Up
Payment, the Auditors determine in good faith that the amount of the Gross-Up
Payment should be reduced or increased, or such determination is made by the
Internal Revenue Service, then within ten (10) business days of such
determination, the Executive shall pay to the Employer the amount of any such
reduction, or the Employer shall pay to the Executive the amount of any such
increase; provided, however, that in no event shall the Executive have any such
refund obligation if it is determined by the Employer that to do so would be a
violation of the Sarbanes-Oxley Act of 2002, as it may be amended from time to
time; and provided, further, that if the Executive has prior thereto paid such
amounts to the Internal Revenue Service, such refund shall be due only to the
extent that a refund of such amount is received by the Executive; and provided,
further, that (i) the fees and expenses of the Auditors (and any other legal and
accounting fees) incurred for services rendered in connection with the Auditor's
determination of the Parachute Tax or any challenge by the Internal Revenue
Service or other taxing authority relating to such determination shall be paid
by the Employer and (ii) the Employer shall indemnify and hold the Executive
harmless on an after-tax basis for any interest and penalties imposed upon the
Executive to the extent that such interest and penalties are related to the
Auditor's determination of the Parachute Tax or the Gross-Up Payment.
Notwithstanding anything to the contrary herein, the Executive's rights under
this Section 6 shall survive the termination of his employment for any reason
and the termination or expiration of this Agreement for any reason.

            Section 7. Restrictions Respecting Confidential Information

            Executive hereby covenants and agrees that, during his employment
and thereafter, Executive will not, under any circumstance, disclose in any way
any Confidential Information (as defined below) to any other person other than
(i) at the direction of and for the benefit of Employer, (ii) to his attorney or
other advisers in connection with Executive's enforcement of his rights
hereunder, provided such individuals or entities agree to be bound by the
confidentiality restrictions herein contained, and if such Confidential
Information is relevant to such enforcement action, to the court or arbitrator,
as applicable, subject to a protective order. For the purposes of the foregoing,
"Confidential Information" means any information pertaining to the assets,
business, creditors, vendors, manufacturers, customers, data, employees,
financial

                                       9


condition or affairs, formulae, licenses, methods, operations, procedures,
reports, suppliers, systems and technologies of Employer and its affiliates,
including (without limitation) the contracts, patents, trade secrets and
customer lists developed or otherwise acquired by Employer and its affiliates;
provided, however, that Confidential Information shall exclude any information
that was, is, or becomes publicly available other than through disclosure by
Executive or any other person known to Executive to be subject to
confidentiality obligations to Employer. All Confidential Information is and
will remain the sole and exclusive property of Employer and its affiliates.
Following the termination of his employment, Executive shall return all
documents and other tangible items containing Confidential Information to
Employer, without retaining any copies, notes or excerpts thereof.

            Section 8. Proprietary Matters

            Executive expressly understands and agrees that any and all
improvements, inventions, discoveries, processes, or know-how that are generated
or conceived by Executive during the Term (collectively, the "Inventions") will
be the sole and exclusive property of Employer, and Executive will, whenever
requested to do so by Employer (either during the Term or thereafter), execute
and assign any and all applications, assignments and/or other instruments and do
all things which Employer may deem necessary or appropriate in order to apply
for, obtain, maintain, enforce and defend patents, copyrights, trade names or
trademarks of the United States or of foreign countries for said Inventions, or
in order to assign and convey or otherwise make available to Employer the sole
and exclusive right, title, and interest in and to said Inventions,
applications, patents, copyrights, trade names or trademarks; provided, however,
that the provisions of this Section 8 shall not apply to an Invention that
Executive developed entirely on his own time without using Employer's
Confidential Information except for those Inventions that either (i) directly
and materially relate, at the time of conception or reduction to practice of the
invention, to Employer's business, or actual or demonstrably anticipated
research or development of Employer, or (ii) directly and materially result from
any work performed by Executive for Employer. Executive shall promptly
communicate and disclose to Employer all Inventions conceived, developed or made
by him during his employment by Employer, whether solely or jointly with others,
and whether or not patentable or copyrightable, (a) which relate to any matters
or business of the type carried on or being developed by Employer, or (b) which
result from or are suggested by any work done by him in the course of his
employment by Employer. Executive shall also promptly communicate and disclose
to Employer all material other data obtained by him concerning the business or
affairs of Employer in the course of his employment by Employer.

            Section 9. Nonsolicitation/Non-Compete

            (a) Executive agrees that throughout his employment and for a period
of two (2) years following the termination of his employment for any reason, he
will not directly or indirectly, own, manage, operate, control, or participate
in the ownership, management, operation, or control of, or be connected with, or
have any financial interest in, any Competitor. Ownership, for personal
investment purposes only, of not to exceed (i) individually, two (2%) percent of
the outstanding capital stock of any privately held entity, or (ii) voting stock
of any publicly held corporation shall not constitute a violation hereof. For
purposes of this Agreement, the term "Competitor" shall mean any individual or
entity, present or future, then providing any

                                       10


of the following products or services: (1) a multi-finance source automotive
finance portal, (2) electronic contracting for automotive finance or lease
transactions, other than at a financing source entity that purchases electronic
contracts or leases from automotive dealers, (3) automotive lease, retail and/or
balloon payment comparison or desking tools or (4) any other sales or finance
and insurance-related products or services for automotive dealerships similar to
any products or services offered by Employer or any of its affiliates.

            (b) Executive agrees that during his employment with Employer and
for a period of two (2) years following the termination of his employment for
any reason, he will not actively solicit for employment, consulting or any other
arrangement any employee of Employer or any of its present or future affiliates
(while an affiliate).

            (c) Executive agrees that during his employment with Employer and
for a period of two (2) years following the termination of his employment for
any reason, he will not influence or attempt to influence customers of Employer
or any of its present or future affiliates, either directly or indirectly, to
divert their business to any Competitor.

            (d) The restrictions contained in this Section 9 are necessary for
the protection of the business and goodwill of Employer and are considered by
Executive to be reasonable for such purpose. Further, Executive represents that
these restrictions will not prevent him from earning a livelihood during the
restricted period.

            (e) This Section 9 shall survive the termination or expiration of
this Agreement.

            Section 10. Equitable Relief

            Executive acknowledges and agrees that Employer will suffer
irreparable damage which cannot be adequately compensated by money damages in
the event of a breach, or threatened breach, of any of the terms and provisions
of Sections 7, 8 and 9 of this Agreement, and that, in the event of any such
breach, or threatened breach, Employer will not have an adequate remedy at law.
It is therefore agreed that Employer, in addition to all other such rights,
powers, privileges and remedies that it may have, shall be entitled to
injunctive relief, specific performance or such other equitable relief as
Employer may request to enforce any of those terms and provisions and to enjoin
or otherwise restrain any act prohibited thereby, and Executive will not raise
and hereby waives any objection or defense that there is an adequate remedy
available at law. Notwithstanding the provisions of Section 20 of this
Agreement, Executive agrees that Employer shall be entitled to seek such
injunctive relief, without bond, in a court of competent jurisdiction and
Executive hereby consents to the jurisdiction of the state and federal courts of
New York for purposes of such an action. Executive agrees that any claim he may
have against Employer or any of its affiliates shall not constitute a defense
against the issuance of any such equitable relief. The foregoing shall not
constitute a waiver of any of Employer's rights, powers, privileges and remedies
against or in respect of a breaching party or any other person or thing under
this Agreement, or applicable law.

                                       11


            Section 11. Notice

            Any notice, request, demand or other communication hereunder shall
be in writing, shall be delivered by hand or sent by registered or certified
mail or by reputable overnight delivery service, postage prepaid, to the
addressee at the address set forth below (or at such other address as shall be
designated hereunder by written notice to the other party hereto) and shall be
deemed conclusively to have been given when actually received by the addressee.

            All notices and other communications hereunder shall be addressed as
follows:

                   If to Executive at the address set forth in the
                   Employer's payroll records.

                   If to Employer:

                   DealerTrack Holdings, Inc.
                   1111 Marcus Avenue, Suite M04
                   Lake Success, NY 11042

                   With a copy to:

                   General Counsel
                   DealerTrack Holdings, Inc.
                   1111 Marcus Avenue, Suite M04
                   Lake Success, NY 11042

                   and to:

                   Latham & Watkins LLP
                   885 Third Avenue
                   New York, NY  10022
                   Attention: Bradd L. Williamson, Esq.

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.

            Section 12. Legal Counsel

            In entering into this Agreement, the parties represent that they
have relied upon the advice of their attorneys, who are attorneys of their own
choice, and that the terms of this Agreement have been completely read and
explained to them by their attorneys, and that those terms are fully understood
and voluntarily accepted by them.

            Section 13. Section and Other Headings

            The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

                                       12


            Section 14. Governing Law

            This Agreement has been executed and delivered, and shall be
governed by and construed in accordance with the applicable laws pertaining, in
the State of New York, without regard to conflicts of laws principles.

            Section 15. Severability

            In the event that any term or provision of this Agreement shall be
finally determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by a governmental authority having jurisdiction and
venue, that determination shall not impair or otherwise affect the validity,
legality or enforceability, to the maximum extent permissible by law, (a) by or
before that authority of the remaining terms and provisions of this Agreement,
which shall be enforced as if the unenforceable term or provision were deleted,
or (b) by or before any other authority of any of the terms and provisions of
this Agreement.

            Section 16. Counterparts

            This Agreement may be executed in two counterpart copies of the
entire document or of signature pages to the document, each of which may be
executed by one of the parties hereto, but all of which, when taken together,
shall constitute a single agreement binding upon both of the parties hereto.

            Section 17. Benefit

            This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their legal representatives, successors and
assigns. Insofar as Executive is concerned, this Agreement, being personal,
cannot be assigned; provided, however, that should Executive become entitled to
payment pursuant to Section 5 hereof, he may assign his rights to such payment
to his legal representatives, successors, and assigns. Without limiting the
generality of the foregoing, all representations, warranties, covenants and
other agreements made by or on behalf of Executive in this Agreement shall inure
to the benefit of the successors and assigns of Employer.

            Section 18. Modification

            This Agreement may not be amended or modified other than by a
written agreement executed by all parties hereto.

            Section 19. Entire Agreement

            Except as provided in Section 5(f) hereof, this Agreement contains
the entire agreement of the parties and supersedes all other representations,
warranties, agreements and understandings, oral or otherwise, among the parties
with respect to the matters contained herein, including any prior employment
agreements between Executive and Employer or any affiliate of Employer.

                                       13


            Section 20. Arbitration

            (a) Executive agrees that any dispute or controversy arising out of,
relating to, or in connection with this Agreement or the termination thereof, or
the interpretation, validity, construction, performance, breach, or termination
thereof, shall be settled by expedited, binding arbitration to be held in New
York, New York in accordance with the National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration Association (the
"Rules"). The arbitrator may grant injunctions or other relief in such dispute
or controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator's decision in any court having jurisdiction. The arbitrator may award
the prevailing party its reasonable attorney's fees.

            (b) The arbitrator shall apply New York law to the merits of any
dispute or claim, without reference to rules of conflicts of law. The
arbitration proceedings shall be governed by federal arbitration law and by the
Rules, without reference to state arbitration law.

            (c) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES
ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE IS
AGREEING TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH
THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH OF TERMINATION THEREOF, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION
CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO
THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE
RELATIONSHIP INCLUDING, BUT NOT LIMITED TO, STATUTORY DISCRIMINATION CLAIMS.

            Section 21. Representations and Warranties of Executive

            In order to induce Employer to enter into this Agreement, Executive
represents and warrants to Employer, to the best of his knowledge after the
review of his personnel files, that: (a) the execution and delivery of this
Agreement by Executive and the performance of his obligations hereunder will not
violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding to which Executive is a
party or by which he is or may be bound or subject; and (b) Executive is not a
party to any instrument, agreement, document, arrangement or other understanding
with any person (other than Employer) requiring or restricting the use or
disclosure of any confidential information or the provision of any employment,
consulting or other services.

            Section 22. Waiver of Breach

            Except as may specifically provided herein, the failure of a party
to insist on strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any term of this Agreement. Any
waiver hereto must be in writing.

                                       14


            Section 23. Section 409A.

            The parties acknowledge and agree that, to the extent applicable,
this Agreement shall be interpreted in accordance with Section 409A of the Code
and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance
that may be issued after the Effective Date. Notwithstanding any provision of
this Agreement to the contrary, in the event that Employer determines that any
amounts payable hereunder will be immediately taxable to the Executive under
Section 409A of the Code and related Department of Treasury guidance, Employer
may (a) adopt such amendments to this Agreement and appropriate policies and
procedures, including amendments and policies with retroactive effect, that
Employer determines necessary or appropriate to preserve the intended tax
treatment of the benefits provided by this Agreement and/or (b) take such other
actions as Employer determines necessary or appropriate to comply with the
requirements of Section 409A of the Code and related Department of Treasury
guidance, including such Department of Treasury guidance and other interpretive
materials as may be issued after the Effective Date.

                            [signature page follows]

                                       15


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

                                   EXECUTIVE:

                                   ___________________________________________
                                   Eric D. Jacobs

                                   EMPLOYER:

                                   DEALERTRACK HOLDINGS, INC.

                                   By: _______________________________________

                                   Name: Mark F. O'Neil

                                   Title: Chairman and Chief Executive Officer

EX-10.19

                                                                   EXHIBIT 10.19

                      SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

            This Senior Executive Employment Agreement (the "Agreement") is
entered into as of this 26th day of May, 2005 (the "Effective Date") by and
between Vincent Passione ("Executive") and DealerTrack, Inc., a Delaware
corporation ("Employer") with principal offices at 1111 Marcus Avenue, Suite
M04, Lake Success, NY 11042.

            Section 1. Term

            Employer shall continue to employ Executive and Executive agrees to
continue such employment, upon the terms and conditions hereinafter set forth,
from the Effective Date through and including June 30, 2007 (the "Initial
Term"). This Agreement shall renew automatically for successive one year periods
(each, a "Renewal Term") unless one party gives notice to the other party, in
writing, at least sixty (60) days prior to the expiration of this Agreement (or
any renewal) of its desire to terminate the Agreement. The term of this
Agreement, including the Initial Term and any Renewal Term, shall be referred to
herein as the "Term".

            Section 2. Executive's Duties

            (a) Executive shall be President and shall report directly to
Employer's Chief Executive Officer or his designee. Executive shall faithfully
and diligently perform his duties at the direction of Employer's Chief Executive
Officer, or his designee, to the best of Executive's ability. Executive shall
(i) devote his best efforts, skill, and ability and full business time and
attention to the performance of the services customarily incident to such
office, subject to vacations and sick leave as provided herein and in accordance
with Employer policy, (ii) carry out his duties in a competent and professional
manner; and (iii) generally promote the interests of Employer. Subject to
applicable law, Executive shall not knowingly participate in any activity that
is detrimental to the interests of Employer, DealerTrack Holdings, Inc. (the
"Parent") or any of their affiliates, including, without limitation, any public
criticism or disparagement of any type by Executive, through the media or
otherwise, of Employer or any of its affiliates or employees, except in
connection with the exercise of Executive's rights against Employer or any of
its affiliates.

            (b) Executive agrees to abide by all policies applicable to senior
executive officers of Employer promulgated from time to time by Parent or
Employer, as applicable, which policies are enforced uniformly and applicable to
all similar executives of Employer.

            (c) Except for such business travel as may be incident to his duties
hereunder, Executive shall perform his duties at Employer's offices at the
address set forth in the preamble to this Agreement or at such other location as
may be approved by Employer.

            Section 3. Compensation for Executive's Services

            In consideration of the duties and services to be performed by
Executive pursuant to Sections 1 and 2 hereof, Executive shall receive:

                                       1


            (a) Salary. Executive shall earn salary (the "Salary") at the annual
rate of Three Hundred Seventy Thousand Dollars ($370,000.00) (the "Minimum
Salary"), less all applicable federal, state, and local tax withholdings. Such
Salary shall be earned and shall be payable in periodic installments in
accordance with Employer's payroll practices. During the Term, the Board of
Directors of Parent (the "Parent Board") or the Compensation Committee of the
Parent Board (the "Compensation Committee") will review the Salary annually and
may in its discretion increase the Salary, but may not reduce it during the Term
unless Parent institutes salary reductions across the board; provided, however,
that in no event shall the Salary be reduced below the Minimum Salary without
Executive's written consent.

            (b) Bonus. For each fiscal year of Parent (each, a "Fiscal Year"),
Executive shall be entitled to receive a cash performance bonus (a "Bonus")
which shall be based on the achievement of certain performance benchmarks by
Parent and/or Employer during such Fiscal Year which shall be determined by the
Parent Board. The Parent Board shall review the target Bonus on an annual basis
and, in its sole discretion, may increase such target Bonus for any Fiscal Year.
The target Bonus shall not be decreased except in connection with company-wide
bonus reductions. The target Bonus for any Fiscal Year shall be at least
Fifty-Five percent (55%) of the Salary for such Fiscal Year. The Bonus for each
Fiscal Year shall be paid, if at all, to Executive on a schedule consistent with
Employer's bonus payments to its other similarly situated senior executive
officers by no later than two and one half (2 1/2) months following the end of
such Fiscal Year. Executive understands and agrees that the Bonus is established
in part as an inducement for Executive to remain employed by Employer and except
as provided in Section 5(c) of this Agreement, or in the Employer's sole
discretion, in the event that Executive's employment is terminated prior to the
end of any Fiscal Year during the Term, then Executive shall not receive payment
of any Bonus for such year.

            (c) Equity. In connection with Executive's employment, Executive has
been and may continue to be granted stock options ("Stock Options") to purchase
equity securities of Parent pursuant to the terms of DealerTrack Holdings, Inc.
2001 Stock Option Plan, effective as of August 10, 2001, as amended ("Stock
Option Plan") or may be granted Stock Options or other equity based awards
pursuant to the terms of the DealerTrack Holdings, Inc. 2005 Incentive Award
Plan, effective as of May 26, 2005, as amended (the "2005 Incentive Award
Plan"), or any other successor equity incentive plans (collectively, the "Stock
Incentive Plans"). Except as otherwise provided herein, the terms of the Stock
Options shall be governed by the Stock Incentive Plans. Executive shall be
credited with twenty-four (24) months accelerated vesting of his Stock Options
upon termination of Executive's employment by: (1) Employer without Cause (as
defined below); or (2) Executive for Good Reason (as defined below). Executive
shall be credited with thirty-six (36) months accelerated vesting of his Stock
Options upon a Change of Control (defined below). Executive shall be credited
with full acceleration and vesting of his Stock Options upon the earlier of: (1)
the elimination of Executive's position or a termination of Executive's
employment, in either event, within twelve (12) months after a Change of
Control; (2) a material negative change in Executive's compensation or
responsibilities within twelve (12) months after a Change of Control; or (3) the
requirement that Executive be based at a location which is more than fifty (50)
miles from Employer's offices at the address set forth in the preamble to this
Agreement within twelve (12) months after a Change of Control. Anything in the
Stock Incentive Plans to the contrary notwithstanding, if Executive's employment
is terminated by Executive with Good Reason or by Employer without Cause, or
under

                                       2


circumstances described above which would result in certain accelerated vesting
of any unvested Stock Options held by Executive, the unexercised portion of any
Stock Options held by Executive will not terminate until the twelve (12) month
anniversary of the date of termination of Executive's employment. In the event
Employer elects to grant equity based awards other than Options, such grants
shall, where appropriate, be subject to equivalent acceleration provisions as
set forth in this Section 3(c). For purposes hereof, a "Change of Control" shall
mean and includes each of the following:

            (i) A transaction or series of transactions (other than an offering
      of shares of Parent to the general public through a registration statement
      filed with the Securities and Exchange Commission) whereby any "person" or
      related "group" of "persons" (as such terms are used in Sections 13(d) and
      14(d)(2) of the Securities Exchange Act of 1934, as amended) (other than
      the Parent, any of its subsidiaries, an employee benefit plan maintained
      by the Parent or any of its subsidiaries or a "person" that, prior to such
      transaction, directly or indirectly controls, is controlled by, or is
      under common control with, the Parent) directly or indirectly acquires
      beneficial ownership (within the meaning of Rule 13d-3 under the
      Securities Exchange Act of 1934, as amended) of securities of the Employer
      or Parent possessing more than 50% of the total combined voting power of
      the Employer's or Parent's securities outstanding immediately after such
      acquisition; or

            (ii) During any period of two consecutive years, individuals who, at
      the beginning of such period, constitute the Parent Board together with
      any new director(s) (other than a director designated by a person who
      shall have entered into an agreement with the Company to effect a
      transaction described in Section 3(c)(i) or Section 3(c)(iii)) whose
      election by the Parent Board or nomination for election by the Parent's
      stockholders was approved by a vote of at least two-thirds of the
      directors then still in office who either were directors at the beginning
      of the two-year period or whose election or nomination for election was
      previously so approved, cease for any reason to constitute a majority
      thereof; or

            (iii) The consummation by the Employer or Parent (whether directly
      involving the Employer or Parent or indirectly involving the Employer or
      Parent through one or more intermediaries) of (x) a merger, consolidation,
      reorganization, or business combination or (y) a sale or other disposition
      of all or substantially all of the Employer's or Parent's assets in any
      single transaction or series of related transactions or (z) the
      acquisition of assets or stock of another entity, in each case other than
      a transaction:

                  (A) Which results in the Employer's or Parent's voting
      securities outstanding immediately before the transaction continuing to
      represent (either by remaining outstanding or by being converted into
      voting securities of the Employer or Parent or the person that, as a
      result of the transaction, controls, directly or indirectly, the Employer
      or Parent or owns, directly or indirectly, all or substantially all of the
      Employer's or Parent's assets or otherwise succeeds to the business of the
      Employer or Parent (the Employer or Parent or such person, the "Successor
      Entity")) directly or indirectly, at least a majority of the combined
      voting power of the Successor Entity's outstanding voting securities
      immediately after the transaction, and

                                       3


                  (B) After which no person or group beneficially owns voting
      securities representing 50% or more of the combined voting power of the
      Successor Entity; provided, however, that no person or group shall be
      treated for purposes of this Section 3(c)(iii) as beneficially owning 50%
      or more of combined voting power of the Successor Entity solely as a
      result of the voting power held in the Employer or Parent prior to the
      consummation of the transaction; or

            (iv) The Employer's or Parent's stockholders approve a liquidation
      or dissolution of the Employer or Parent.

The Parent Board or its designee shall have full and final authority, which
shall be exercised in its discretion, to determine conclusively whether a Change
of Control of the Employer or Parent has occurred, and the date of the
occurrence of such Change of Control and any incidental matters relating
thereto.

            (d) Benefits. Employer shall provide Executive with the right to
participate in and receive benefits from all life, accident, disability, medical
and pension plans, and all similar benefits as are from time to time in effect
and are generally made available to similar situated senior executive officers
of Employer. The amount and extent of benefits to which Executive is entitled
shall be governed by the specific benefit plan, as it may be amended from time
to time.

            (e) Expenses. Employer shall promptly reimburse Executive for
reasonable expenses for cellular telephone usage, entertainment, travel, meals,
lodging and similar items incurred in the conduct of Employer's business. Such
expenses shall be reimbursed in accordance with Employer's expense reimbursement
policies and guidelines.

            (f) Vacation; Sick Leave. During the Term, Executive shall be
entitled to four weeks (4) weeks vacation per year, paid holidays, sick leave,
and similar benefits, to be earned and used in accordance with Employer's policy
and procedure for other similarly situated senior executive officers.

            (g) Modification. Employer reserves the right to modify, suspend or
discontinue any and all of the above plans, practices, policies and programs
referenced in Sections 3(d) and (e) at any time in its discretion without
recourse by Executive so long as such action is taken generally with respect to
other similarly situated senior executive officers. Any such modification,
suspension or discontinuance of the plans, practices and policies referenced in
Section 3(e) will not apply to otherwise reimbursable expenses incurred by
Executive prior to any such modification, suspension or discontinuance.

            Section 4. Termination of Employment

            (a) Resignation. Executive may voluntarily terminate his employment
with Employer, at any time, with or without Good Reason, upon written notice to
Employer.

            (b) Termination. Employer may terminate Executive's employment at
any time, with or without Cause, upon written notice to Executive.

                                       4


            (c) Death or Disability. Executive's employment shall terminate
immediately upon Executive's death. In the event Employer, in good faith,
determines that Executive is unable to perform the functions of his position due
to a Disability (as defined below), it may notify Executive in writing of its
intention to terminate Executive's employment and Executive's employment with
Employer shall terminate effective on the thirtieth (30th) day after receipt of
such notice by Executive. For the purposes of this Agreement, "Disability" shall
mean a physical or mental impairment that substantially limits a major life
activity of Executive and renders Executive unable to perform the essential
functions of his position even with reasonable accommodation (that does not
impose an undue hardship on Employer), and which has lasted at least (i) sixty
(60) consecutive days, (ii) the balance of Executive's entitlement to leave, if
any, under the Family and Medical Leave Act, or other similar statute or (iii)
the balance of any election period under the Employer's long term disability
program (without regard to whether Executive is awarded benefits under such
program), whichever is longer.

            (d) Cause. Employer may immediately terminate Executive's employment
for "Cause" by giving written notice to Executive. For purposes of this
Agreement, "Cause" shall mean:

                  (1)   Executive's commission of an act of fraud or
                        embezzlement upon Employer or any of its affiliates; or

                  (2)   Executive's commission of any willful act intended to
                        injure the reputation, business, or any business
                        relationship of Employer or any of its affiliates; or

                  (3)   Executive is found by a court of competent jurisdiction
                        to have committed a felony; or

                  (4)   the refusal or failure of Executive to perform
                        Executive's duties with Employer in a competent and
                        professional manner that is not cured by Executive
                        within ten (10) business days after a written demand
                        therefor is delivered to Executive by the Board of
                        Directors of Employer ("Board") which specifically
                        identifies the manner in which the Board believes that
                        Executive has not substantially performed Executive's
                        duties; provided, further, however, that if the Board,
                        in good faith, determines that the refusal or failure by
                        Executive is egregious in nature or is not susceptible
                        of cure, then no cure period shall be required
                        hereunder; or

                  (5)   the refusal or failure of Executive to comply with any
                        of his material obligations under this Agreement
                        (including any exhibit hereto) that is not cured by
                        Executive within ten (10) business days after a written
                        demand therefor is delivered to Executive by the Board
                        which specifically identifies the manner in which the
                        Board believes Executive has materially breached this
                        Agreement; provided, further, however, that if the
                        Board, in good faith,

                                       5

                            determines that the refusal or failure by Executive
                            is egregious in nature or is not susceptible of
                            cure, then no cure period shall be required
                            hereunder.

                  (e)   Good Reason. Executive may terminate his employment for
"Good Reason," by delivering written notice of such termination ("Employer
Default Notice") to Employer within sixty (60) days of the occurrence of any of
the following events, each of which shall constitute Good Reason: (i) Employer's
material breach of any provision of this Agreement, the Stock Incentive Plans or
any agreements thereunder, which has not been cured within the allotted time;
(ii) a material reduction of Executive's then current title, status, authority,
responsibility or duties or the assignment to Executive of any duties materially
inconsistent with Executive's then current position; (iii) any material
reduction in Executive's salary or benefits; (iv) the failure of any successor
entity to assume the terms of this Agreement upon any Change of Control; (v) the
relocation of Executive to a facility or location more than fifty (50) miles
from Employer's principal offices at the address set forth in the preamble to
this Agreement; or (vi) the failure of Employer to renew this Agreement upon the
expiration of the Initial Term or any Renewal Term. The Employer Default Notice
shall specify the reason for Executive's belief that an event constituting Good
Reason has occurred. Notwithstanding the foregoing, any material breach of this
Agreement by Employer, or other event constituting Good Reason, shall not
constitute Good Reason if any such breach or other event is cured or corrected
by Employer within thirty (30) days following delivery to Employer of the
Employer Default Notice.

            (f) Continuing Obligations. Executive acknowledges and agrees that
any termination under this Section 4 is not intended, and shall not be deemed or
construed, to affect in any way any of Executive's covenants and obligations
contained in Sections 6, 7, and 8 hereof, which shall continue in full force and
effect beyond such termination for any reason.

            Section 5. Termination Obligations

            (a) Resignation. If Executive's employment is terminated voluntarily
by Executive without Good Reason, Executive's employment shall terminate without
further obligations to Executive other than for payment of the sum of any unpaid
Salary determined by the Parent Board and reimbursable expenses and vacation
accrued and owing to Executive prior to the termination. The sum of such amounts
shall hereinafter be referred to as the "Accrued Obligations," which shall be
paid to Executive or Executive's estate or beneficiary within thirty (30) days
of the date of termination. If Executive voluntarily terminates his employment
without Good Reason and within (30) days of such termination, Employer
determines that it would have had Cause to terminate Executive pursuant to
Section 4(d), Executive shall be deemed to have been terminated for Cause and
the terms of Section 5(b) shall apply.

            (b) Cause. If Executive's employment is terminated by Employer for
Cause, this Agreement shall terminate without further obligations to Executive
other than for the timely payment of Accrued Obligations. If it is subsequently
determined by an arbitrator, pursuant to Section 19 hereof, that Employer did
not have Cause for termination, then Employer's decision to terminate shall be
deemed to have been made without Cause and the terms of Section 5(c) shall
apply.

                                       6


            (c) By Employer Other than for Cause or Death or Disability; By
Executive for Good Reason.

                  (1) If (A) Employer terminates Executive's employment for a
reason other than Cause, or due to Executive's death or Disability, or (B)
Executive terminates his employment for Good Reason, Employer shall have no
further obligations to Executive other than for (i) the payment of Accrued
Obligations, (ii) severance pay in an amount equal to twenty-four (24) months of
Salary to be paid in equal installments in accordance with Employer's payroll
practices during the period beginning on the Severance Commencement Date (as
defined below) and ending on the 24-month anniversary of the date of the
Executive's termination of employment (the "Date of Termination"); provided,
however, that, notwithstanding the foregoing, if the Severance Commencement Date
is the six-month anniversary of the Date of Termination, then Employer shall, as
of the six-month anniversary of the Date of Termination, pay to the Executive a
lump-sum amount equal to 25% of the Severance Amount (with the other 75% of the
Severance Amount payable to the Executive in equal monthly installments during
the period beginning on the six-month anniversary of the Date of Termination and
ending on the 24-month anniversary thereof), and (iii) a pro rata bonus
calculated based on multiplying the percentage of the year Executive worked for
Employer during the year of his termination by the Bonus received by Executive
during the preceding year and (iv) the reimbursement of premiums otherwise
payable by Executive pursuant to COBRA for a period of up to 12 months, or until
Executive no longer is eligible for COBRA continuation coverage, whichever is
earlier. For purposes of this Section 5, "Severance Commencement Date" shall
mean (x) if any stock of Parent or its affiliates is publicly traded on an
established securities market or otherwise and the Parent Board (or its
delegate) determines in its discretion that as of the Date of Termination the
Executive is a "key employee" (within the meaning of Section 416(i) of the
Internal Revenue Code of 1986, as amended (the "Code")), as interpreted in
accordance with Section 409A of the Code and Department of Treasury regulations
and other interpretive guidance issued thereunder) and that Section 409A of the
Code applies with respect to a payment to the Executive pursuant to Section
5(c)(1)(ii), the six-month anniversary of the Date of Termination; or (y) if the
Parent Board (or its delegate) determines in its discretion that the Executive
is not such a "key employee" as of the Date of Termination (or that Section 409A
of the Internal Revenue Code does not apply with respect to a payment to the
Executive pursuant to Section 5(c)(1)(ii)), the Date of Termination. The
payments described in this Section 5(c)(1), except for those set forth in
Section 5(c)(1)(ii) and (iv), shall be made within thirty (30) days of the Date
of Termination.

                  (2) If Executive terminates his employment for Good Reason and
it is subsequently determined by an arbitrator, pursuant to Section 20 hereof,
that Executive did not have Good Reason for termination, then Executive's
decision to terminate for Good Reason shall be deemed to have been a voluntary
resignation, the terms of Section 5(a) shall apply, and all monies paid to
Executive pursuant to this Section 5(c)(1), except for those monies paid
pursuant to Section 5(c)(1)(i), shall be immediately returned to Employer.

                  (3) The amounts payable pursuant to Section 5(c)(1) shall be
the only amounts Executive shall receive for termination in accordance with this
Section 5(c); provided, however, that no amounts shall be payable pursuant to
this section 5(c) on or following the date Executive breaches any of Sections 7,
8 or 9 of this Agreement.

                                       7


            (d) Mitigation. In the event Executive's employment with Employer is
terminated pursuant to this Section 5, Executive shall be obligated to mitigate
any severance payments due to Executive in accordance with Section 5(c)(1)(ii).
Executive shall be required to notify Employer, in writing, within seven (7)
days of obtaining subsequent employment by an unrelated party, which shall
include, without limitation, self-employment, consulting or other arrangement,
but not passive investment activities. In the event Executive obtains other
employment during any severance payout period described in Section 5(c)(1)(ii),
the severance payments due to Executive thereunder shall be reduced to an amount
equal to the lesser of (i) fifty (50%) percent of Executive's Salary immediately
prior to the Date of Termination or (ii) fifty (50%) percent of Executive's base
compensation received for subsequent employment, self-employment, consulting or
other arrangement, commencing on the date Executive commences providing services
in his new capacity. Nothing herein shall require Executive to seek employment,
self-employment, consulting or other arrangement.

            (e) Release. Notwithstanding anything to the contrary contained
herein, no severance payments required hereunder shall be made by Employer until
such time as Executive shall execute a general release for the benefit of
Employer and its affiliates in a form satisfactory to Employer. Such general
release shall not apply to (i) Executive's rights under any Stock Incentive Plan
award agreements or (ii) Executive's rights, as applicable, to indemnification
under Employer's or Parent's charter or bylaws, any indemnification agreement or
applicable law.

            (f) Equity Compensation Awards. Except as expressly provided herein,
except for the provisions of Section 3(c) of this Agreement, the terms of the
Stock Incentive Plans and any related award agreements and/or notice of grant
shall govern the termination, vesting, and/or exercise of Executive's stock
options or other equity awards upon the termination of Executive's employment
for any reason.

            (g) Exclusive Remedy. Executive agrees that the payments set forth
in this Agreement shall constitute the exclusive and sole remedy for any
termination of Executive's employment and Executive covenants not to assert or
pursue any other remedies, at law or in equity, with respect to this Agreement.

            (h) Termination of Executive's Office. Following the termination of
Executive's employment for any reason, Executive shall hold no further office or
position with Employer or any of its affiliates.

            Section 6. Parachute Payments.

            (a) If it is determined by a nationally recognized United States
public accounting firm selected by the Employer and approved in writing by the
Executive (which approval shall not be unreasonably withheld) (the "Auditors")
that any payment or benefit made or provided to the Executive in connection with
this Agreement or otherwise (including without limitation any Stock Option or
other equity based award vesting) (collectively, a "Payment"), would be subject
to the excise tax imposed by Section 4999 of the Code (the "Parachute Tax"),
then the Employer shall pay to the Executive, prior to the time the Parachute
Tax is payable with respect to such Payment, an additional payment (a "Gross-Up
Payment") in an amount such that,

                                       8


after payment by the Executive of all taxes (including any Parachute Tax)
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount
of any Gross-Up Payment shall be determined by the Auditors, subject to
adjustment, as necessary, as a result of any Internal Revenue Service position.
For purposes of making the calculations required by this Agreement, the Auditors
may make reasonable assumptions and approximations concerning applicable taxes
and may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code, provided that the Auditors'
determinations must be made with substantial authority (within the meaning of
Section 6662 of the Code).

            (b) The federal tax returns filed by the Executive (and any filing
made by a consolidated tax group which includes the Employer) shall be prepared
and filed on a basis consistent with the determination of the Auditors with
respect to the Parachute Tax payable by the Executive. The Executive shall make
proper payment of the amount of any Parachute Tax, and at the request of the
Employer, provide to the Employer true and correct copies (with any amendments)
of his federal income tax return as filed with the Internal Revenue Service, and
such other documents reasonably requested by the Employer, evidencing such
payment. If, after the Employer's payment to the Executive of the Gross-Up
Payment, the Auditors determine in good faith that the amount of the Gross-Up
Payment should be reduced or increased, or such determination is made by the
Internal Revenue Service, then within ten (10) business days of such
determination, the Executive shall pay to the Employer the amount of any such
reduction, or the Employer shall pay to the Executive the amount of any such
increase; provided, however, that in no event shall the Executive have any such
refund obligation if it is determined by the Employer that to do so would be a
violation of the Sarbanes-Oxley Act of 2002, as it may be amended from time to
time; and provided, further, that if the Executive has prior thereto paid such
amounts to the Internal Revenue Service, such refund shall be due only to the
extent that a refund of such amount is received by the Executive; and provided,
further, that (i) the fees and expenses of the Auditors (and any other legal and
accounting fees) incurred for services rendered in connection with the Auditor's
determination of the Parachute Tax or any challenge by the Internal Revenue
Service or other taxing authority relating to such determination shall be paid
by the Employer and (ii) the Employer shall indemnify and hold the Executive
harmless on an after-tax basis for any interest and penalties imposed upon the
Executive to the extent that such interest and penalties are related to the
Auditor's determination of the Parachute Tax or the Gross-Up Payment.
Notwithstanding anything to the contrary herein, the Executive's rights under
this Section 6 shall survive the termination of his employment for any reason
and the termination or expiration of this Agreement for any reason.

            Section 7. Restrictions Respecting Confidential Information

            Executive hereby covenants and agrees that, during his employment
and thereafter, Executive will not, under any circumstance, disclose in any way
any Confidential Information (as defined below) to any other person other than
(i) at the direction of and for the benefit of Employer, (ii) to his attorney or
other advisers in connection with Executive's enforcement of his rights
hereunder, provided such individuals or entities agree to be bound by the
confidentiality restrictions herein contained, and if such Confidential
Information is relevant to such enforcement action, to the court or arbitrator,
as applicable, subject to a protective order. For the purposes of the foregoing,
"Confidential Information" means any information pertaining

                                       9


to the assets, business, creditors, vendors, manufacturers, customers, data,
employees, financial condition or affairs, formulae, licenses, methods,
operations, procedures, reports, suppliers, systems and technologies of Employer
and its affiliates, including (without limitation) the contracts, patents, trade
secrets and customer lists developed or otherwise acquired by Employer and its
affiliates; provided, however, that Confidential Information shall exclude any
information that was, is, or becomes publicly available other than through
disclosure by Executive or any other person known to Executive to be subject to
confidentiality obligations to Employer. All Confidential Information is and
will remain the sole and exclusive property of Employer and its affiliates.
Following the termination of his employment, Executive shall return all
documents and other tangible items containing Confidential Information to
Employer, without retaining any copies, notes or excerpts thereof.

            Section 8. Proprietary Matters

            Executive expressly understands and agrees that any and all
improvements, inventions, discoveries, processes, or know-how that are generated
or conceived by Executive during the Term (collectively, the "Inventions") will
be the sole and exclusive property of Employer, and Executive will, whenever
requested to do so by Employer (either during the Term or thereafter), execute
and assign any and all applications, assignments and/or other instruments and do
all things which Employer may deem necessary or appropriate in order to apply
for, obtain, maintain, enforce and defend patents, copyrights, trade names or
trademarks of the United States or of foreign countries for said Inventions, or
in order to assign and convey or otherwise make available to Employer the sole
and exclusive right, title, and interest in and to said Inventions,
applications, patents, copyrights, trade names or trademarks; provided, however,
that the provisions of this Section 8 shall not apply to an Invention that
Executive developed entirely on his own time without using Employer's
Confidential Information except for those Inventions that either (i) directly
and materially relate, at the time of conception or reduction to practice of the
invention, to Employer's business, or actual or demonstrably anticipated
research or development of Employer, or (ii) directly and materially result from
any work performed by Executive for Employer. Executive shall promptly
communicate and disclose to Employer all Inventions conceived, developed or made
by him during his employment by Employer, whether solely or jointly with others,
and whether or not patentable or copyrightable, (a) which relate to any matters
or business of the type carried on or being developed by Employer, or (b) which
result from or are suggested by any work done by him in the course of his
employment by Employer. Executive shall also promptly communicate and disclose
to Employer all material other data obtained by him concerning the business or
affairs of Employer in the course of his employment by Employer.

            Section 9. Nonsolicitation/Non-Compete

            (a) Executive agrees that throughout his employment and for a period
of two (2) years following the termination of his employment for any reason, he
will not directly or indirectly, own, manage, operate, control, or participate
in the ownership, management, operation, or control of, or be connected with, or
have any financial interest in, any Competitor. Ownership, for personal
investment purposes only, of not to exceed (i) individually, two (2%) percent of
the outstanding capital stock of any privately held entity, or (ii) voting stock
of any publicly held corporation shall not constitute a violation hereof. For
purposes of this Agreement,

                                       10


the term "Competitor" shall mean any individual or entity, present or future,
then providing any of the following products or services: (1) a multi-finance
source automotive finance portal, (2) electronic contracting for automotive
finance or lease transactions, other than at a financing source entity that
purchases electronic contracts or leases from automotive dealers, (3) automotive
lease, retail and/or balloon payment comparison or desking tools or (4) any
other sales or finance and insurance-related products or services for automotive
dealerships similar to any products or services offered by Employer or any of
its affiliates.

            (b) Executive agrees that during his employment with Employer and
for a period of two (2) years following the termination of his employment for
any reason, he will not actively solicit for employment, consulting or any other
arrangement any employee of Employer or any of its present or future affiliates
(while an affiliate).

            (c) Executive agrees that during his employment with Employer and
for a period of two (2) years following the termination of his employment for
any reason, he will not influence or attempt to influence customers of Employer
or any of its present or future affiliates, either directly or indirectly, to
divert their business to any Competitor.

            (d) The restrictions contained in this Section 9 are necessary for
the protection of the business and goodwill of Employer and are considered by
Executive to be reasonable for such purpose. Further, Executive represents that
these restrictions will not prevent him from earning a livelihood during the
restricted period.

            (e) This Section 9 shall survive the termination or expiration of
this Agreement.

            Section 10. Equitable Relief

            Executive acknowledges and agrees that Employer will suffer
irreparable damage which cannot be adequately compensated by money damages in
the event of a breach, or threatened breach, of any of the terms and provisions
of Sections 7, 8 and 9 of this Agreement, and that, in the event of any such
breach, or threatened breach, Employer will not have an adequate remedy at law.
It is therefore agreed that Employer, in addition to all other such rights,
powers, privileges and remedies that it may have, shall be entitled to
injunctive relief, specific performance or such other equitable relief as
Employer may request to enforce any of those terms and provisions and to enjoin
or otherwise restrain any act prohibited thereby, and Executive will not raise
and hereby waives any objection or defense that there is an adequate remedy
available at law. Notwithstanding the provisions of Section 20 of this
Agreement, Executive agrees that Employer shall be entitled to seek such
injunctive relief, without bond, in a court of competent jurisdiction and
Executive hereby consents to the jurisdiction of the state and federal courts of
New York for purposes of such an action. Executive agrees that any claim he may
have against Employer or any of its affiliates shall not constitute a defense
against the issuance of any such equitable relief. The foregoing shall not
constitute a waiver of any of Employer's rights, powers, privileges and remedies
against or in respect of a breaching party or any other person or thing under
this Agreement, or applicable law.

                                       11


            Section 11. Notice

            Any notice, request, demand or other communication hereunder shall
be in writing, shall be delivered by hand or sent by registered or certified
mail or by reputable overnight delivery service, postage prepaid, to the
addressee at the address set forth below (or at such other address as shall be
designated hereunder by written notice to the other party hereto) and shall be
deemed conclusively to have been given when actually received by the addressee.

            All notices and other communications hereunder shall be addressed as
follows:

                   If to Executive at the address set forth in the
                   Employer's payroll records.

                   If to Employer:

                   DealerTrack Holdings, Inc.
                   1111 Marcus Avenue, Suite M04
                   Lake Success, NY 11042

                   With a copy to:

                   General Counsel
                   DealerTrack Holdings, Inc.
                   1111 Marcus Avenue, Suite M04
                   Lake Success, NY 11042

                   and to:

                   Latham & Watkins LLP
                   885 Third Avenue
                   New York, NY  10022
                   Attention: Bradd L. Williamson, Esq.

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.

            Section 12. Legal Counsel

            In entering into this Agreement, the parties represent that they
have relied upon the advice of their attorneys, who are attorneys of their own
choice, and that the terms of this Agreement have been completely read and
explained to them by their attorneys, and that those terms are fully understood
and voluntarily accepted by them.

            Section 13. Section and Other Headings

            The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

                                       12


            Section 14. Governing Law

            This Agreement has been executed and delivered, and shall be
governed by and construed in accordance with the applicable laws pertaining, in
the State of New York, without regard to conflicts of laws principles.

            Section 15. Severability

            In the event that any term or provision of this Agreement shall be
finally determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by a governmental authority having jurisdiction and
venue, that determination shall not impair or otherwise affect the validity,
legality or enforceability, to the maximum extent permissible by law, (a) by or
before that authority of the remaining terms and provisions of this Agreement,
which shall be enforced as if the unenforceable term or provision were deleted,
or (b) by or before any other authority of any of the terms and provisions of
this Agreement.

            Section 16. Counterparts

            This Agreement may be executed in two counterpart copies of the
entire document or of signature pages to the document, each of which may be
executed by one of the parties hereto, but all of which, when taken together,
shall constitute a single agreement binding upon both of the parties hereto.

            Section 17. Benefit

            This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their legal representatives, successors and
assigns. Insofar as Executive is concerned, this Agreement, being personal,
cannot be assigned; provided, however, that should Executive become entitled to
payment pursuant to Section 5 hereof, he may assign his rights to such payment
to his legal representatives, successors, and assigns. Without limiting the
generality of the foregoing, all representations, warranties, covenants and
other agreements made by or on behalf of Executive in this Agreement shall inure
to the benefit of the successors and assigns of Employer.

            Section 18. Modification

            This Agreement may not be amended or modified other than by a
written agreement executed by all parties hereto.

            Section 19. Entire Agreement

            Except as provided in Section 5(f) hereof, this Agreement contains
the entire agreement of the parties and supersedes all other representations,
warranties, agreements and understandings, oral or otherwise, among the parties
with respect to the matters contained herein, including any prior employment
agreements between Executive and Employer or any affiliate of Employer.

                                       13


            Section 20. Arbitration

            (a) Executive agrees that any dispute or controversy arising out of,
relating to, or in connection with this Agreement or the termination thereof, or
the interpretation, validity, construction, performance, breach, or termination
thereof, shall be settled by expedited, binding arbitration to be held in New
York, New York in accordance with the National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration Association (the
"Rules"). The arbitrator may grant injunctions or other relief in such dispute
or controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator's decision in any court having jurisdiction. The arbitrator may award
the prevailing party its reasonable attorney's fees.

            (b) The arbitrator shall apply New York law to the merits of any
dispute or claim, without reference to rules of conflicts of law. The
arbitration proceedings shall be governed by federal arbitration law and by the
Rules, without reference to state arbitration law.

            (c) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES
ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE IS
AGREEING TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH
THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH OF TERMINATION THEREOF, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION
CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO
THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE
RELATIONSHIP INCLUDING, BUT NOT LIMITED TO, STATUTORY DISCRIMINATION CLAIMS.

            Section 21. Representations and Warranties of Executive

            In order to induce Employer to enter into this Agreement, Executive
represents and warrants to Employer, to the best of his knowledge after the
review of his personnel files, that: (a) the execution and delivery of this
Agreement by Executive and the performance of his obligations hereunder will not
violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding to which Executive is a
party or by which he is or may be bound or subject; and (b) Executive is not a
party to any instrument, agreement, document, arrangement or other understanding
with any person (other than Employer) requiring or restricting the use or
disclosure of any confidential information or the provision of any employment,
consulting or other services.

            Section 22. Waiver of Breach

            Except as may specifically provided herein, the failure of a party
to insist on strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any term of this Agreement. Any
waiver hereto must be in writing.

                                       14


            Section 23. Section 409A. The parties acknowledge and agree that, to
the extent applicable, this Agreement shall be interpreted in accordance with
Section 409A of the Code and Department of Treasury regulations and other
interpretive guidance issued thereunder, including without limitation any such
regulations or other guidance that may be issued after the Effective Date.
Notwithstanding any provision of this Agreement to the contrary, in the event
that Employer determines that any amounts payable hereunder will be immediately
taxable to the Executive under Section 409A of the Code and related Department
of Treasury guidance, Employer may (a) adopt such amendments to this Agreement
and appropriate policies and procedures, including amendments and policies with
retroactive effect, that Employer determines necessary or appropriate to
preserve the intended tax treatment of the benefits provided by this Agreement
and/or (b) take such other actions as Employer determines necessary or
appropriate to comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance, including such Department of Treasury
guidance and other interpretive materials as may be issued after the Effective
Date.

                            [signature page follows]

                                       15


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

                                    EXECUTIVE:

                                    __________________________________________
                                    Vincent Passione

                                    EMPLOYER:

                                    DEALERTRACK, INC.

                                    By: ______________________________________

                                    Name: Mark F. O'Neil

                                    Title: Chairman and Chief Executive Officer

                                       16

EX-10.20

                                                                   EXHIBIT 10.20

                           DEALERTRACK HOLDINGS, INC.

                             2001 STOCK OPTION PLAN

            (As Adopted by the Board of Directors on August 10, 2001
              and Approved by the Stockholders on August 10, 2001)

      1. PURPOSE OF THIS PLAN.

            The purpose of this DEALERTRACK HOLDINGS, INC. 2001 STOCK OPTION
PLAN (the "Plan") is (a) to further the growth and success of DEALERTRACK
HOLDINGS, INC., a Delaware corporation (the "Company"), by enabling directors,
officers and employees of, advisors to, and independent consultants or
independent contractors to, the Company or its Subsidiaries to acquire shares of
the Common Stock, par value $.01 per share, of the Company (the "Common Stock"),
thereby increasing their personal interest in such growth and success, and (b)
to provide a means of rewarding outstanding performance by such persons to the
Company and its Subsidiaries. Options granted under this Plan may be either
"incentive stock options" ("ISOs"), intended to qualify as such under the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or non-qualified stock options ("NSOs"). Unless the context otherwise
requires, any ISO or NSO shall hereinafter be referred to as an "Option." For
purposes of this Plan, the term "Subsidiary" means "Subsidiary Corporation" as
defined in Section 424(f) of the Code.

      2. ADMINISTRATION OF THIS PLAN.

            (a) COMPENSATION COMMITTEE. This Plan shall be administered by the
Board of Directors of the Company (the "Board") or the Compensation Committee of
the Board (the "Committee") consisting of such number of persons appointed to
such Committee from time to time by the Board; provided, however, that following
the date on which Common Stock is registered under the Securities and Exchange
Act of 1934, as amended (the "1934 Act"), in order to permit officers and
directors of the Company to be exempt from the provisions of Section 16(b) of
the 1934 Act with respect to transactions pursuant to this Plan, each person
appointed to the Committee, at the effective date of his or her appointment to
the Committee, shall, to the extent such a person exists, be a "Non-Employee
Director" within the meaning of Rule 16b-3 ("Rule 16b-3") promulgated by the
Securities and Exchange Commission (the "SEC") under the 1934 Act. The members
of the Committee may be removed at any time either with or without cause by the
Board. Any vacancy on the Committee, whether due to action of the Board or any
other cause, shall be filled by the Board. The term "Committee" shall, for all
purposes of this Plan, other than this Section 2, be deemed to refer to the
Board if the Board is administering this Plan.

            (b) PROCEDURES. If this Plan is administered by the Committee, the
Committee shall from time to time select a Chairman from among the members of
the Committee. The Committee shall adopt such rules and regulations as it shall
deem appropriate concerning the holding of meetings and the administration of
this Plan. A majority of the entire Committee shall constitute a quorum and the
actions of a majority of the members of the Committee present at a meeting at
which a quorum is present, or actions approved in writing by

                                      -1-


all of the members of the Committee (but only to the extent permitted by
applicable law and the applicable rules and regulations of the principal
national securities exchange or national market system (if any) on which the
Common Stock is a class of securities then listed or admitted for trading),
shall be the actions of the Committee; provided, however, that if the Committee
consists of only two members, both shall be required to constitute a quorum and
to act at a meeting or to approve actions in writing.

            (c) INTERPRETATION. Except as otherwise expressly provided in this
Plan, the Committee shall have all powers with respect to the administration of
this Plan, including, without limitation, full power and authority to (i)
interpret the provisions of this Plan, any Option Agreement (as defined in
Section 5(b)) and any other agreement or document executed pursuant to this
Plan, (ii) resolve all questions arising under this Plan, any Option Agreement
and any other such agreement or plan, (iii) correct any defect, supply any
omission or reconcile any inconsistency in or among the Plan, any Option or any
Option Agreement, (iv) grant waivers of Plan or Option conditions and (v) make
all other determinations necessary or advisable for the administration of this
Plan. All decisions of the Board or the Committee, as the case may be, shall be
conclusive and binding on all participants in this Plan.

      3. SHARES OF STOCK SUBJECT TO THE PLAN.

            (a) NUMBER OF AVAILABLE SHARES. Subject to the provisions of Section
9 (relating to adjustments upon changes in capital structure and other corporate
transactions) and the further provisions of this Section 3(a), the number of
shares of Common Stock available at any one time for issuance upon the exercise
of Options granted under this Plan shall not exceed 8,510,455 shares of Common
Stock (before making any adjustment under this Plan or otherwise for any stock
split, stock dividend or similar recapitalization event occurring on or after
the Effective Date (as defined in Section 11)). If, and to the extent that, (i)
Options granted under this Plan terminate, expire or are canceled without having
been fully exercised, new Options may be granted under this Plan for the shares
of Common Stock constituting the unexercised portion of such terminated, expired
or canceled Options, and (ii) any shares of Common Stock issued upon the
exercise of Options granted under this Plan are forfeited to or repurchased by
the Company, new Options may be granted under this Plan for up to an equivalent
number of shares of Common Stock (but, in the case of any such repurchased
share, only if such share is repurchased for consideration not greater than the
purchase price for such share specified in the applicable Option).

            (b) CHARACTER OF SHARES. The shares of Common Stock issuable upon
the exercise of an Option granted under this Plan shall be (i) authorized but
unissued shares of Common Stock, (ii) shares of Common Stock held in the
Company's treasury or (iii) a combination of the foregoing.

            (c) RESERVATION OF SHARES. The number of shares of Common Stock
reserved for issuance under this Plan shall at no time be less than the maximum
number of shares of Common Stock which may be purchased at any time pursuant to
outstanding Options.

                                      -2-


      4. ELIGIBILITY.

            (a) GENERAL. Options may be granted under this Plan only to persons
who are directors, officers or employees of, advisors to, or independent
consultants or independent contractors to, the Company or its Subsidiaries.
Options granted to employees (including officers or directors who are employees)
of the Company or any of its Subsidiaries shall be, in the discretion of the
Committee, either ISOs or NSOs, and Options granted to directors or officers of,
advisors to, or independent consultants or independent contractors to, the
Company or any of its Subsidiaries who are not employees of the Company or any
of its Subsidiaries shall be NSOs. Persons who are not employees of the Company
or any of its Subsidiaries shall be ineligible for grants of ISOs.

            (b) EXCEPTIONS. Anything contained in Section 4(a) to the contrary
notwithstanding, no Option may be granted under this Plan to any employee who
owns, directly or indirectly (within the meaning of Sections 422(b)(6) and
424(d) of the Code), stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any of its Subsidiaries (a "10%
Stockholder"), unless (i) the Option Price (as defined in Section 6(a)) of the
shares of Common Stock subject to such Option is fixed at not less than 110% of
the Fair Market Value (as determined in accordance with Section 6(b)) on the
date of grant of such Option and (ii) if the Option is intended to be an ISO,
such Option by its terms is not exercisable after the expiration of five years
from the date it is granted.

      5. GRANT OF OPTIONS.

            (a) GENERAL. Options may be granted under this Plan at any time and
from time to time on or prior to the tenth anniversary of the Effective Date.
Subject to the provisions of this Plan, the Committee shall have plenary
authority and discretion, to determine:

                  (i) the persons (from among the classes of persons eligible to
      receive Options under this Plan) to whom Options shall be granted (the
      "Optionees");

                  (ii) the form and terms of Options;

                  (iii) whether Options will be granted singly, in combination
      with, in tandem with, in replacement of, or as alternatives to, other
      Options under this Plan or any other incentive or compensation plan of the
      Company or any Subsidiary of the Company;

                  (iv) the time or times at which Options shall be granted;

                  (v) the number of shares of Common Stock subject to each
      Option;

                  (vi) the Option Price of the shares of Common Stock subject to
      each Option; and

                                      -3-


                  (vii) the time or times after grant when each Option and the
      shares of Common Stock covered thereby shall become vested and/or
      exercisable and the duration of the exercise and/or vesting periods.

            (b) OPTION AGREEMENTS. Each Option granted under this Plan shall be
designated by the Committee as an ISO or an NSO and shall be subject to the
terms and conditions applicable to ISOs and/or NSOs (as the case may be) set
forth in this Plan. In addition, each Option shall be evidenced by a written
agreement (each, an "Option Agreement"), containing such terms and conditions
and in such form, not inconsistent with this Plan, as the Committee shall, in
its discretion, provide. Each Option Agreement shall be executed by the Company
and the Optionee. In the event of a conflict between any provision of the Option
Agreement and the Plan, the provisions of the Plan shall control.

            (c) NO EVIDENCE OF EMPLOYMENT OR SERVICE. Nothing contained in this
Plan or in any Option Agreement shall confer upon any Optionee any right with
respect to the continuation of his or her employment by, or services to, the
Company or any of its Subsidiaries or interfere in any way with the right of the
Company or any of its Subsidiaries (subject to the terms of any separate
agreement to the contrary) at any time to terminate such employment or service
or to increase or decrease the compensation of the Optionee from the rate in
existence at the time of the grant of an Option to such Optionee.

            (d) DATE OF GRANT. The date of grant of an Option under this Plan
shall be the date specified by the Committee for the grant of such option;
provided, however, that in the case of an ISO, the date of grant shall in no
event be earlier than the date as of which the Optionee becomes an employee of
the Company or one of its Subsidiaries.

            (e) EXCHANGE AND BUYOUT OF OPTIONS. The Committee may, at any time
or from time to time, authorize the grant of new Options under this Plan in
exchange for the surrender and cancellation of any or all outstanding Options.
The Committee may at any time buy from an Optionee an Option previously granted
with payment in cash, Securities of the Company or other consideration, based on
such terms and conditions as the Company (acting through the Committee) and the
Optionee may agree.

            (f) OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY
OTHER CORPORATIONS. Options may be granted to eligible persons under the Plan in
substitution for employee stock options granted by other entities to persons who
are or become eligible persons in respect of the Company, in connection with a
distribution, merger or reorganization by or with the granting entity or an
affiliated entity, or the acquisition by the Company, directly or indirectly, of
all or a substantial part of the stock or assets of the other entity."

            (g) LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.

                  (i) $100,000 Limit. To the extent that the aggregate Fair
      Market Value of stock with respect to which ISOs first become exercisable
      by an Optionee in any calendar year exceeds $100,000, taking into account
      ISOs under this Plan and stock subject to incentive stock options under
      all other plans of the Company or any parent corporation, such options
      will be treated as NSOs. For this purpose, the "Fair Market

                                      -4-


      Value" of the stock subject to options will be determined as of the date
      the options were awarded. In reducing the number of options treated as
      incentive stock options to meet the $100,000 limit, the most recently
      granted options will be reduced (recharacterized as NSOs) first. To the
      extent a reduction of simultaneously granted options is necessary to meet
      the $100,000 limit, the Committee may, in the manner and to the extent
      permitted by law, designate which shares of Common Stock are to be treated
      as shares acquired pursuant to the exercise of an ISO.

                  (ii) Other Code Limits. ISOs may only be granted to employees
      of the Company or a Subsidiary that satisfy the other eligibility
      requirements of the Code. Any Option Agreement relating to an ISO will
      contain or be deemed to contain such other terms and conditions as from
      time to time are required in order that the Option be an "incentive stock
      option" as that term is defined in Section 422 of the Code.

                  (iii) Disqualifying Dispositions. If Optioned Shares acquired
      by exercise of an ISO granted under this Plan are disposed of within two
      years following the date of grant of the ISO or one year following the
      transfer of the Optioned Shares by the Company to the Optionee upon the
      exercise of such ISO (a "Disqualifying Disposition"), the Optionee shall,
      immediately prior to such Disqualifying Disposition, notify the Company in
      writing of the date and terms of such Disqualifying Disposition and
      provide such other information regarding the Disqualifying Disposition as
      the Company may reasonably require.

      6. OPTION PRICE.

            (a) GENERAL. Subject to Section 9, the price (the "Option Price") at
which each share of Common Stock subject to an Option granted under this Plan
may be purchased shall be determined by the Committee at the time the Option is
granted, which purchase price will be set forth in the applicable Option
Agreement. In no case will the Option Price be less than the greater of:

                  (i) the par value of the Common Stock; or

                  (ii) (A) in the case of an NSO granted to an individual other
                  than a 10% Stockholder described in Section 4(b), 85% of Fair
                  Market Value (as determined in accordance with Section 6(b))
                  of the Common Stock on the date of grant;

                  (B) in the case of an ISO granted to an individual other than
                  a 10% Stockholder described in Section 4(b), 100% of the Fair
                  Market Value (as determined in accordance with Section 6(b))
                  of the Common Stock in the date of grant; or

                  (C) in the case of an Option (ISO or NSO) granted to a 10%
                  Stockholder described in 4(b), 110% of the Fair Market Value
                  of the Common Stock on the date of grant.

                                      -5-


            (b) DETERMINATION OF FAIR MARKET VALUE. Subject to the requirements
of Section 422 of the Code, for purposes of this Plan, the "Fair Market Value"
of a share of Common Stock, as of any date, shall be determined as follows:

                  (i) if the Common Stock is a class of securities then listed
      or admitted to trading on any national securities exchange or traded on
      any national market system (including, but not limited to, The Nasdaq
      National Market), the closing sale price of the Common Stock on such date
      or, if no such sale takes place on such date, the average of the closing
      bid and ask prices for Common Stock on such date, in each case as
      officially reported on the principal national securities exchange or
      national market system on which such securities are then listed, admitted
      to trading or traded;

                  (ii) if the Common Stock is not a class of securities then
      listed or admitted to trading on any national securities exchange or
      traded on any national market system, or else if no closing sale price or
      closing bid and ask prices thereof are then so reported by any such
      exchange or system, the average of the reported closing bid and ask prices
      for the Common Stock in the over-the-counter market on such date as shown
      by the NASD automated quotation system, or if the Common Stock is not a
      class of securities then quoted on such system, as published by the
      National Quotation Bureau, Incorporated or any similar successor
      organization, and in either case as reported by any member firm of the New
      York Stock Exchange selected by the Company; or

                  (iii) in the absence of an established market for the Common
      Stock of the type described in clauses (i) and (ii) above, the fair value
      of such share of Common Stock on such date as determined by the Board in
      good faith on a fully diluted basis and assuming the conversion of all
      securities then outstanding that are convertible into Common Stock, and in
      a manner consistent with Section 260.140.50 of Title 10 of the California
      Code of Regulations.

            (c) REPRICING OF NSOs. Subsequent to the date of grant of any NSO,
the Committee may, in its sole discretion, subject to the consent of the
Optionee to whom such NSO was granted, establish a new Option Price for such NSO
so as to increase or decrease the Option Price of such NSO.

      7. EXERCISABILITY OF OPTIONS.

            (a) COMMITTEE DETERMINATION.

                  (i) Each Option and the shares of Common Stock covered
      thereby granted under this Plan shall be vested and/or exercisable at such
      time or times, or upon the occurrence of such event or events, and for
      such number of shares of Common Stock subject to such Option or in such
      portions or amounts thereof, as shall be determined by the Committee and
      set forth in the Option Agreement evidencing such Option; provided,
      however, to the extent required to satisfy applicable securities laws and
      subject to Section 7(b), no Option (except an Option granted to an
      officer, director, or consultant of the Company) shall vest and become
      exercisable at a rate of less than 20% per year over five years after the
      date the Option is granted. Subject to the foregoing minimum vesting

                                      -6-


      requirements, if the Company files a registration statement on Form S-1
      with the SEC under the Securities Act of 1933, as amended (the "1933 Act")
      for the initial public offering of Common Stock (the "IPO"), no Option
      granted under this Plan shall be exercisable as to any of the shares of
      Common Stock covered thereby during the 180-day period immediately
      following the effective date of such registration statement (the "Lock-up
      Period"); and, provided further, however, that unless the Committee
      expressly otherwise provides, if an Option by its terms is to expire
      during the Lock-up Period, the expiration date of such Option shall be
      automatically extended for a period equal in duration to that of the
      period from the commencement date of the Lock-up Period up to (and
      including) the expiration date of such Lock-up Period, but in no event
      shall any such extension extend the expiration date of the Option beyond
      the maximum 10 year term (five years in the case of ISOs granted to 10%
      Stockholders described in 4(b)).

                        (ii) Subject to the provisions of clause (i) above, if
      an Option, or the shares of Common Stock covered thereby, are not at the
      time of grant of such Option immediately exercisable and/or fully vested,
      the Committee may (A) in the Option Agreement evidencing such Option,
      provide for the acceleration of the exercise or vesting date(s) of such
      Option, the acceleration of the vesting of all or a portion of the shares
      of Common Stock covered thereby, or the continuation of the vesting
      (whether before, on or after the date of Termination of the Optionee to
      whom such Option is granted) of all or a portion of such Option and/or the
      shares of Common Stock covered thereby, upon the occurrence of specified
      events and/or (B) at any time prior to the complete termination of such
      Option, accelerate the exercise or vesting date(s) of such Option,
      accelerate the vesting of all or a portion of the shares of Common Stock
      covered thereby, or continue the vesting (whether before, on or after the
      date of Termination of the Optionee to whom such Option is granted) of all
      or a portion of such Option and/or the shares of Common Stock covered
      thereby.

                        (iii) The Committee may, in its discretion, amend any
      term or condition of an outstanding Option, provided (A) such term or
      condition as amended is permitted by this Plan, (B) any such amendment
      shall be made only with the consent of the Optionee to whom the Option was
      granted, or in the event of the death of the Optionee, the Optionee's
      Representatives (as defined in Section 10(d) below), if the amendment is
      materially adverse to the Optionee, and (C) any such amendment of any ISO
      shall be made only after the Committee, after consulting with counsel for
      the Company, determines whether such amendment would constitute a
      "modification" (as that term is defined in Section 424(h) of the Code) of
      any Option which is an ISO.

            (b) AUTOMATIC TERMINATION OF OPTION. Except as otherwise determined
by the Committee and set forth in the Option Agreement, the unexercised portion
of any Option granted under this Plan shall automatically terminate and shall
become null and void and be of no further force or effect upon the first to
occur of the following:

                        (i) the 10-year anniversary of the date on which such
      Option is granted or, in the case of any ISO that is granted to a 10%
      Stockholder described in Section 4(b), the five-year anniversary of the
      date on which such Option is granted;

                                      -7-


                        (ii) the three-month anniversary of the date on which
      the Optionee to whom such Option was granted ceases to be a director,
      officer or employee of, advisor to, or independent consultant or
      independent contractor to, the Company or any Subsidiary thereof for any
      reason or for no reason (such event, a "Termination"), unless such
      Termination (x) occurs by reason of such Optionee's death or Disability
      (as defined below) or (y) is for Cause (as defined below); provided,
      however, that if such Optionee shall die after the date of Termination to
      which this Section 7(b)(ii) is applicable but before the three-month
      anniversary of such Optionee's date of Termination, the unexercised
      portion of such Option shall automatically terminate and become null and
      void and be of no further force or effect upon the 12-month anniversary of
      such date of Termination;

                        (iii) the 12-month anniversary of the date of
      Termination of the Optionee to whom such Option was granted, if such
      Termination occurs by reason of such Optionee's (x) death or (y)
      Disability (as defined below); provided however, that if a Disability is
      not a "disability" within the meaning of Section 22(e)(3) of the Code and
      such Optionee's Option is an ISO, such Option shall cease to be an ISO and
      thereafter be treated as a NSO on the date three months and one day after
      the Optionee's date of Termination;

                        (iv) the date of the Termination of the Optionee to whom
      such Option was granted, if such Termination is for Cause (as defined
      below) (a "Termination for Cause");

                        (v) on the effective date of a Corporate Transaction (as
      defined in Section 9(b)) to which Section 9(b)(ii) (relating to
      assumptions and substitutions of Options) does not apply; provided,
      however, that an Optionee's right to exercise any Option outstanding prior
      to such effective date shall in all events be suspended during the period
      beginning ten (10) days prior to the proposed effective date of such
      Corporate Transaction and ending on either the actual effective date of
      such Corporate Transaction or upon receipt of notice from the Company that
      such Corporate Transaction will not in fact occur;

                        (vi) except to the extent permitted by Section 10(d),
      the date on which such Option or any part thereof or right or privilege
      relating thereto is transferred (other than by will or the laws of descent
      and distribution), assigned, pledged, hypothecated, attached or otherwise
      disposed of by the Optionee to whom such Option was granted; and

                        (vii) the expiration of such period of time or the
      occurrence of such event as the Committee in its discretion may provide in
      the Option Agreement.

            For purposes of this Plan, the term "Disability" means as defined
under the long-term disability policy of the Company or any Subsidiary of the
Company to which the Optionee provides services regardless of whether the
Optionee is covered by such policy or, if the Company or Subsidiary of the
Company to which the Optionee provides service does not have a long-term
disability plan in place, "Disability" means that an Optionee is unable to carry
out the

                                      -8-


responsibilities and functions of the position held by the Optionee by reason of
any medically determinable physical or mental impairment.

            For purposes of this Plan, the term "Cause" means, with respect to
the Optionee's Termination by the Company or any of its Subsidiaries, that such
Termination is for "Cause" as such term is expressly defined in a then-effective
written agreement between the Optionee and the Company or any of its
Subsidiaries, or in the absence of such then-effective written agreement and
definition, is based on, in the determination of the Administrator, (1) the
commission by such Optionee of any act of fraud, theft or financial dishonesty
with respect to the Company or any of its Subsidiaries, or such Optionee has
been convicted of, or plead guilty or nolo contendere to, a felony, (2) any
material breach by such Optionee of any material provision of this Plan or any
one or more agreements or understandings between the Company or any Subsidiary
thereof on the one hand and such Optionee on the other hand (whether written or
oral) regarding the terms of such Optionee's service as a director, officer or
employee of, or advisor, independent consultant or independent contractor to,
the Company or any Subsidiary thereof, including, without limitation, the
willful and continued failure or refusal of such Optionee to perform the
material duties required of such Optionee as an director, officer or employee
of, or as an advisor, independent consultant or independent contractor to, the
Company or any Subsidiary thereof, other than as a result of such Optionee
having a Disability, (3) such Optionee's intentional or willful disregard of the
policies of the Company or any Subsidiary thereof so as to cause loss, damage or
injury to the property, reputation or employees of the Company or any Subsidiary
thereof, or (4) any other misconduct by such Optionee which is otherwise
materially injurious to the financial condition or business reputation of, or is
otherwise materially injurious to, the Company or a Subsidiary thereof.

            Anything contained in this Plan to the contrary notwithstanding,
unless otherwise provided in the applicable Option Agreement, a Termination of
an Optionee shall not be deemed to occur solely by reason of the Company's
change of the duties of the Optionee, so long as such Optionee continues to be a
director, officer or employee of, advisor to, or independent consultant or
independent contractor to, the Company or any Subsidiary thereof. For purposes
of Section 7(b), an Optionee employed by the Company or any Subsidiary thereof
shall not be deemed to have terminated his or her employment with the Company or
such Subsidiary in the case of sick leave, military leave, or any other leave of
absence approved by the Committee; provided, however, that such leave is for a
period of not more than ninety (90) days or reemployment upon the expiration of
such leave is guaranteed by contract or statute.

      8. PROCEDURE FOR EXERCISE.

            (a) PAYMENT. At the time an Option is granted under this Plan, the
Committee shall, in its sole discretion, specify in the applicable Option
Agreement one or more of the following forms of payment which may be used by an
Optionee (but only to the extent permitted by applicable law) upon exercise of
his or her Option:

                  (i) by cash (by wire transfer of immediately available funds
      to a bank account held by the Company designated by the Committee or a
      personal or certified check payable to the Company);

                                      -9-


                  (ii) by cancellation of indebtedness of the Company to the
      Optionee;

                  (iii) by surrender of shares of Common Stock which either (A)
      have been owned by the Optionee for more than six months and have been
      paid for within the meaning of Rule 144 promulgated by the SEC under the
      1933 Act (and, if such shares of Common Stock were purchased from the
      Company or any Subsidiary thereof by means of a promissory note, such note
      has been fully paid with respect to such shares); or (B) were obtained by
      the Optionee in the public market;

                  (iv) by tender of a full recourse promissory note having such
      terms as may be approved by the Committee and bearing interest at a rate
      sufficient to avoid imputation of income under Sections 483 and 1274 of
      the Code; provided, however, that an Optionee who is not a director,
      officer or employee of the Company or any of its Subsidiaries will not be
      entitled to tender such a promissory note unless the note is adequately
      secured by collateral other than the shares of Common Stock being
      purchased upon the exercise of the Option;

                  (v) by waiver of compensation due or accrued to the Optionee
      for services rendered to the Company or any of its Subsidiaries;

                  (vi) if the Common Stock is a class of securities then listed
      or admitted to trading on any national securities exchange or traded on
      any national market system (including, but not limited to, The Nasdaq
      National Market), by payment through a broker-dealer sale and remittance
      procedure pursuant to which the Optionee (A) shall provide written
      instructions to a Company-designated brokerage firm to effect the
      immediate sale of some or all of the purchased shares of Common Stock and
      remit to the Company, out of the sale proceeds available on the settlement
      date, sufficient funds to cover the aggregate exercise price payable for
      the purchased shares of Common Stock and (B) shall provide written
      directives to the Company to deliver the certificates for the purchased
      shares of Common Stock directly to such brokerage firm in order to
      complete the sale transaction; or

                  (vii) any combination of the methods set forth in clauses (i)
      through (vi).

            (b) NOTICE. An Optionee (or other person, as provided in Section
10(d)) may exercise an Option granted under this Plan in whole or in part, as
provided in the Option Agreement evidencing his or her Option, by delivering a
written notice (the "Notice") to the Committee (or such other person or entity
designated by the Committee from time to time).

            (c) CONTENT OF THE NOTICE. The Notice shall:

                  (i) state that the Optionee elects to exercise the Option;

                  (ii) state the number of shares with respect to which the
      Option is being exercised (the "Optioned Shares");

                                      -10-


                  (iii) state the method of payment for the Optioned Shares
      (which method must be available to the Optionee under the terms of his or
      her Option Agreement);

                  (iv) state the date upon which the Optionee desires to
      consummate the purchase of the Optioned Shares (which date must be prior
      to the termination of such Option, be no later than 30 days from delivery
      of such Notice and be not otherwise prohibited under the terms of his or
      her Option Agreement);

                  (v) include any representations and warranties of the Optionee
      required pursuant to Section 10(b);

                  (vi) if the Option is exercised pursuant to Section 10(d) by
      any person other than the Optionee, include evidence to the satisfaction
      of the Company (or such other person or entity designated by the Committee
      from time to time) of the right of such person to exercise the Option; and

                  (vii) include such further provisions consistent with this
      Plan as the Committee (or such other person or entity designated by the
      Committee from time to time) may from time to time require.

            (d) JOINDER TO STOCKHOLDERS' AGREEMENT. Except as otherwise set
forth in the applicable Option Agreement, no shares of Common Stock shall be
issued and delivered upon the exercise of Options granted under this Plan,
unless and until the Optionee to whom such shares shall be issued and delivered
shall have executed a counterpart to the Stockholders' Agreement of the Company,
dated August 10, 2001, among the Company and the stockholders named therein, as
the same may be amended from time to time (the "Stockholders' Agreement"),
agreeing to be treated as a "Management Stockholder" (as defined therein) with
respect to such shares. The Company may delay the issuance of shares of Common
Stock upon the exercise of Options granted under this Plan until the receipt of
such counterpart to the Stockholders' Agreement.

            (e) ISSUANCE OF STOCK CERTIFICATES. The Company shall issue a stock
certificate in the name of the Optionee (or such other person exercising the
Option in accordance with the provisions of Section 10(d)) for the Optioned
Shares with respect to which such Option is being exercised as soon as
practicable after receipt of the Notice and payment of the aggregate Option
Price for such shares. Neither the Optionee nor any person exercising an Option
in accordance with the provisions of Section 10(d) shall have any privileges as
a stockholder of the Company with respect to any shares of stock subject to an
Option granted under this Plan until the date of issuance of a stock
certificate.

            (f) 83(b) ELECTIONS. Each Optionee shall deliver to the Company a
copy of any election filed by such Optionee with the Internal Revenue Service
relating to any Optioned Shares no later than 30 days following the filing of
such election with the Internal Revenue Service.

                                      -11-


      9. ADJUSTMENTS.

            (a) CHANGES IN CAPITAL STRUCTURE. Subject to Section 9(b), if the
Common Stock is changed by reason of a stock split, reverse stock split, stock
dividend, recapitalization, combination or reclassification, or converted into
or exchanged for other securities as a result of a merger, consolidation or
reorganization, the Committee shall make such adjustments in the number and
class of shares of stock with respect to which Options may be granted under this
Plan as shall be equitable and appropriate in order to make such Options, as
nearly as may be practicable, equivalent to such Options immediately prior to
such change. A corresponding adjustment changing the number and class of shares
allocated to, and the Option Price of, each Option or portion thereof
outstanding at the time of such change shall likewise be made. Anything
contained in this Plan to the contrary notwithstanding, in the case of ISOs, no
adjustment under this Section 9(a) shall be appropriate if such adjustment (i)
would constitute a modification, extension or renewal of such ISOs within the
meaning of Sections 422 and 424 of the Code, and the regulations promulgated by
the Treasury Department thereunder, or (ii) would, under Section 422 of the Code
and the regulations promulgated by the Treasury Department thereunder, be
considered as the adoption of a new plan requiring stockholder approval.

            (b) CORPORATE TRANSACTIONS. The following rules shall apply in
connection with the dissolution, winding-up or liquidation of the Company, a
reorganization, merger or consolidation in which the Company is not the
surviving corporation, or a sale of all or substantially all of the capital
stock or assets of the Company to another person or entity (a "Corporate
Transaction"):

                  (i) each holder of an Option outstanding at such time shall be
      given (A) written notice of such Corporate Transaction at least 20 days
      prior to its proposed effective date (as specified in such notice) and (B)
      an opportunity, during the period commencing with delivery of such notice
      and ending 10 days prior to such proposed effective date, to exercise the
      Option to the full extent to which such Option would have been exercisable
      by the Optionee at the expiration of such 20-day period; and

                  (ii) anything contained in this Plan to the contrary
      notwithstanding, Section 9(b)(i) shall not be applicable if provision
      shall be made in connection with such Corporate Transaction for the
      assumption of outstanding Options by, or the substitution for such Options
      of new options covering the stock of, the surviving, successor or
      purchasing entity, or a "Parent Corporation" or "Subsidiary Corporation"
      thereof (as defined in Sections 424(e) and (f), respectively of the Code),
      with appropriate adjustments as to the number, kind and option prices of
      the stock subject to such options; provided, however, that in the case of
      ISOs, the Committee shall, to the extent consistent with the best
      interests of the Company (such best interests to be determined in good
      faith by the Committee in its sole discretion), consult with counsel to
      ensure that any such assumption or substitution will not constitute a
      modification, extension or renewal of the ISOs within the meaning of
      Section 424(h) of the Code and the regulations promulgated by the Treasury
      Department thereunder.

            (c) SPECIAL RULES. The following rules shall apply in connection
with Sections 9(a) and (b):

                                      -12-


                  (i) no fractional shares shall be issued as a result of any
      such adjustment, and any fractional shares resulting from the computations
      pursuant to Sections 9(a) or (b) shall be eliminated without any
      consideration due to any Optionees;

                  (ii) no adjustment shall be made for cash dividends or the
      issuance to stockholders of rights to subscribe for additional shares of
      Common Stock or other securities; and

                  (iii) any adjustments referred to in Sections 9(a) or (b)
      shall be made by the Committee in its sole discretion and shall be
      conclusive and binding on all persons holding Options granted under this
      Plan.

      10. RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.

            (a) COMPLIANCE WITH SECURITIES LAWS. No Options shall be granted
under this Plan, and no shares of Common Stock shall be issued and delivered
upon the exercise of Options granted under this Plan, unless and until the
Company and/or the Optionees to whom such Options shall be granted shall have
complied with all applicable Federal or state registration, listing and/or
qualification requirements and all other requirements of law or of any
regulatory agencies having jurisdiction. The Company may delay the issuance of
shares of Common Stock upon the exercise of Options granted under this Plan
until completion of any action or the receipt of any consent which the Company
deems necessary under any applicable law (including, without limitation, state
securities or "blue sky" laws).

            (b) REPRESENTATIONS AND WARRANTIES. The Committee in its discretion
may, as a condition to the exercise of any Option granted under this Plan,
require the Optionee to whom such Option shall be granted to make such
representations and warranties as are deemed appropriate by the Company.

            (c) LEGENDS. Each certificate issued by the Company (or its transfer
agent) that represents shares of Common Stock acquired upon the exercise of
Options that have not been registered under the Securities Act shall, unless
otherwise directed by the Committee, be stamped or otherwise imprinted with a
legend in substantially the following form (in addition to any other legends and
other restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities laws, or
any rules, regulations and other requirements of the SEC or any securities
exchange or automated quotation system on which such the Common Stock may be
listed, admitted for trading or traded, or any applicable agreement):

            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THESE
            SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
            DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE,
            PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
            STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR AN OPINION

                                      -13-


            OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
            REQUIRED.

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A
            STOCKHOLDERS' AGREEMENT DATED AS OF AUGUST 10, 2001, AMONG THE
            ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE
            COMPANY'S STOCKHOLDERS. THE TERMS OF SUCH STOCKHOLDERS' AGREEMENT
            INCLUDE, AMONG OTHER THINGS, RESTRICTION ON TRANSFERS, A COPY OF
            SUCH STOCKHOLDERS' AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE
            COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST."

            (d) NO TRANSFERABILITY; LIMITED EXCEPTION TO TRANSFER RESTRICTIONS.

                  (i) Limit on Exercise and Transfer. Unless otherwise expressly
      provided in (or pursuant to) this Section 10(d), by applicable law and by
      the Option Agreement, as the same may be amended:

                        (A) all Options are non-transferable and will not be
                  subject in any manner to sale, transfer, anticipation,
                  alienation, pledge, assignment, encumbrance or charge;

                        (B) Options will be exercised only by the Optionee; and

                        (C) shares issuable pursuant to an Option will be
                  delivered only to (or for the account of) the Optionee.

            In addition, the shares shall be subject to the restrictions set
forth in the applicable Option Agreement.

                  (ii) Further Exceptions to Limits on Transfer. The exercise
      and transfer restrictions in Section 10(d)(i) above will not apply to:

                        (A) transfers to the Company;

                        (B) transfers by gift to "immediate family" as such term
                  is defined on SEC Rule 16a-1(e) promulgated under the Exchange
                  Act;

                        (C) transfers by will or the laws of descent and
                  distribution; or

                        (D) if the Optionee has suffered a Disability, permitted
                  transfers or exercises on behalf of the Optionee by the
                  Optionee's duly authorized legal representative.

                  Notwithstanding anything else in this Section 10(d)(ii) to the
      contrary, but subject to compliance with all applicable laws, ISOs will be
      subject to any and all transfer restrictions under the Code applicable to
      such ISOs or necessary to maintain the intended

                                      -14-


      tax consequences of such ISOs. Notwithstanding Section 10(d)(ii)(B) above
      but subject to compliance with all applicable laws, any contemplated
      transfer by gift to "immediate family" as referenced in Section
      10(d)(ii)(B) above is subject to the condition precedent that the transfer
      be approved by the Committee for it to be effective.

      11. ADOPTION AND STOCKHOLDER APPROVAL.

            This Plan shall become effective on the date (the "Effective Date")
of its adoption by the Board. This Plan shall be approved by the stockholders of
the Company, consistent with applicable laws, within 12 months before or after
the Effective Date. Upon the Effective Date, the Committee may grant Options
pursuant to this Plan; provided, however, that (a) no Option may be exercised
prior to initial stockholder approval of this Plan, (b) no Option granted
pursuant to an increase in the number of shares of Common Stock available under
this Plan by the Board's or the Committee's amendment of this Plan may be
exercised prior to the time such increase has been approved by the stockholders
of the Company, consistent with applicable laws; (c) in the event that initial
stockholder approval of this Plan is not obtained within the time period
provided herein, all Options granted under this Plan shall be canceled; and (d)
in the event that stockholder approval of any increase in the number of shares
of Common Stock available under this Plan is not obtained within the time period
provided herein, all Options granted under this Plan pursuant to such increase
shall be canceled.

      12. EXPIRATION AND TERMINATION OF THE PLAN.

            Except with respect to Options then outstanding, this Plan shall
expire on the first to occur of (i) the tenth anniversary of the date on which
this Plan is adopted by the Board, (ii) the tenth anniversary of the date on
which this Plan is approved by the stockholders of the Company in accordance
with applicable laws and (iii) the date as of which the Board, in its sole
discretion, determines that this Plan shall terminate (the "Expiration Date").
Any Options outstanding as of the Expiration Date shall remain in effect until
they have been exercised or terminated or have expired by their respective
terms.

      13. AMENDMENT OF THIS PLAN.

            This Plan may be amended, suspended or terminated by the Board at
any time. This Plan may also be amended by the Board or the Committee,
including, without limitation, to the extent necessary to qualify any or all
outstanding Options granted under this Plan or Options to be granted under this
Plan for favorable federal income tax treatment (including deferral of taxation
upon exercise) as may be afforded incentive stock options under Section 422 of
the Code, to the extent necessary to ensure the qualification of this Plan under
Rule 16b-3, at such time, if any, as the Company has a class of stock registered
pursuant to Section 12 of the 1934 Act, and to the extent necessary to qualify
the shares of Common Stock issuable upon exercise of any outstanding Options
granted, or Options to be granted, under this Plan for listing or admission for
trading on any securities exchange or automated quotation system. Any amendment
approved by the Committee which is of a scope that requires stockholder approval
under applicable law or in order to ensure favorable federal income tax
treatment for any ISOs or requires stockholder approval in order to ensure the
compliance of this Plan with Rule 16b-3 at

                                      -15-


such time, if any, as the Company has a class of capital stock registered
pursuant to Section 12 of the 1934 Act, shall be subject to obtaining such
stockholder approval.

      14. CAPTIONS.

            The use of captions in this Plan is for convenience. The captions
are not intended to provide substantive rights or to affect the construction or
interpretation of the provisions of this Plan.

      15. DELIVERY OF FINANCIAL STATEMENTS; CONFIDENTIAL INFORMATION.

            The Company shall deliver annually to Optionees such financial
statements of the Company as are required to satisfy applicable securities laws.
Any financial or other information relating to the Company obtained by Optionees
in connection with or as a result of this Plan or their Options shall be treated
as confidential.

      16. WITHHOLDING TAXES.

            In the event that any federal, state, or local income taxes,
employment taxes, Federal Insurance Contributions Act ("FICA") withholdings or
other amounts are required by applicable law or governmental regulation to be
withheld from the Optionee's salary, wages or other remuneration in connection
with the exercise of an Option or a Disqualifying Disposition, the Company may
withhold from such Optionee's wages, if any, or other remuneration, or may
require the Optionee to advance in cash to the Company the amount of such
withholdings unless a different withholding arrangement, including the use of
shares of Common Stock, is authorized by the Committee (and permitted by
applicable law); provided, however, that with respect to persons subject to
Section 16 of the 1934 Act, any such withholding arrangement shall be in
compliance with any applicable provisions of Rule 16b-3 promulgated under
Section 16 of the 1934 Act. For purposes of this Section 16, the Fair Market
Value of the shares of Common Stock (if any) withheld for purposes of payroll
withholding shall be determined as of the most recent date practicable prior to
the date of exercise and in the manner provided in Section 6(b). If the Fair
Market Value of the shares of Common Stock withheld is less than the amount of
the payroll withholdings required, the Optionee may be required to advance the
difference in cash to the Company. In no event will the value of Shares withheld
exceed the minimum amount of required withholding under applicable law. The
Committee may condition the transfer of any shares of Common Stock or the
removal of any restrictions on any Option on the satisfaction by the Optionee of
the foregoing withholding obligations.

      17. OTHER PROVISIONS.

            Each Option granted under this Plan may contain such other terms and
conditions not inconsistent with this Plan as may be determined by the
Committee, in its sole discretion. Notwithstanding the foregoing, each ISO
granted under this Plan shall include those terms and conditions which are
necessary to qualify the ISO as an "incentive stock option" within the meaning
of Section 422 of the Code and the regulations thereunder and shall not include
any terms or conditions which are inconsistent therewith.

                                      -16-


      18. NUMBER AND GENDER.

            With respect to words used in this Plan, the singular form shall
include the plural form, the masculine gender shall include the feminine gender,
and vice-versa, as the context requires.

      19. NONEXCLUSIVITY OF THIS PLAN.

            Neither the adoption of this Plan by the Board, the submission of
this Plan to the stockholders of the Company for approval, nor any provision of
this Plan shall be construed as creating any limitations on the power of the
Board or the Committee to adopt such additional compensation arrangements as it
may deem desirable, including, without limitation, the granting of stock options
otherwise than under this Plan, and such arrangements may be either generally
available or applicable only in specific cases.

      20. NO RESTRICTION ON CORPORATE POWERS.

            The existence of this Plan, the Option Agreements, and the Options
granted hereunder, shall not limit, affect or restrict in any way the right or
power of the Board or the stockholders of the Company to make or authorize: (a)
any adjustment, recapitalization, reorganization or other change in the
Company's or any Subsidiary's capital structure or its business; (b) any merger,
amalgamation, consolidation or change in the ownership of the Company or any
Subsidiary; (c) any issue of bonds, debentures, capital, preferred or prior
preference stocks ahead of or affecting the Company's capital stock or the
rights thereof; (d) any dissolution or liquidation of the Company or any
Subsidiary; (e) any sale or transfer of all or any part of the Company or any
Subsidiary's assets or business; or (f) any other corporate act or proceeding by
the Company or any Subsidiary. No Participant, Beneficiary or any other person
shall have any claim under any Option or Option Agreement against any member of
the Board or the Committee, or the Company or any employees, officers or agents
of the Company or any Subsidiary as a result of any such action.

      21. GOVERNING LAW.

            The validity and construction of this Plan and the instruments
evidencing the Options granted hereunder shall be governed by the laws of the
State of Delaware without regard to conflict of laws provisions thereunder.

                                    * * * * *

                                      -17-

EX-10.21

                                                                   EXHIBIT 10.21

                     AMENDMENT TO DEALERTRACK HOLDINGS, INC.

                             2001 STOCK OPTION PLAN

            1. Definitions. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the DealerTrack Holdings, Inc. 2001
Stock Option Plan (the "Plan").

            2. Shares of Stock Subject to the Plan. Section 3(a) of the Plan is
hereby amended by replacing the number of shares of Common Stock subject to the
Plan in the first sentence of such Section 3(a) from "8,510,455" to
"13,061,000".

            3. Joinder to Stockholders' Agreement. Section 8(d) of the Plan is
hereby amended by inserting the words "Amended and Restated" before the phrase
"Stockholders' Agreement" in the first sentence of such Section 8(d) and
replacing the date of "August 10, 2001" with the phrase "as of December 28,
2001" in the same sentence thereof.

            4. Restrictions on Options and Optioned Shares. The legend in
Section 10(c) of the Plan is hereby amended by inserting the words "Amended and
Restated" before the phrase "Stockholders' Agreement" in the first sentence of
the second paragraph of such legend and replacing the date of "August 10, 2001"
with the date of "December 28, 2001" in the same sentence thereof.

EX-10.22

                                                                   EXHIBIT 10.22

                 SECOND AMENDMENT TO DEALERTRACK HOLDINGS, INC.

                             2001 STOCK OPTION PLAN

            1. Definitions. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the DealerTrack Holdings, Inc. 2001
Stock Option Plan, as amended (the "Plan").

            2. Shares of Stock Subject to the Plan. Section 3(a) of the Plan is
hereby amended by replacing the number of shares of Common Stock subject to the
Plan in the first sentence of such Section 3(a) from "13,061,000" to "2,100,000"
(post-March 19, 2003 reverse stock split).

            3. Joinder to Stockholders' Agreement. Section 8(d) of the Plan is
hereby amended by inserting the word "Fourth" before the phrase "Amended and
Restated Stockholders' Agreement" in the first sentence of such Section 8(d) and
replacing the date of "December 28, 2001" with the date "March 19, 2003" in the
same sentence thereof.

            4. Restrictions on Options and Optioned Shares. The legend in
Section 10(c) of the Plan is hereby amended by inserting the words "Fourth"
before the phrase "Amended and Restated Stockholders' Agreement" in the first
sentence of the second paragraph of such legend and replacing the date of
"December 28, 2001" with the date of "March 19, 2003" in the same sentence
thereof.

EX-10.23

                                                                   EXHIBIT 10.23

                  THIRD AMENDMENT TO DEALERTRACK HOLDINGS, INC.

                             2001 STOCK OPTION PLAN

            1. Definitions. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the DealerTrack Holdings, Inc. 2001
Stock Option Plan, as amended (the "Plan").

            2. Shares of Stock Subject to the Plan. Section 3(a) of the Plan is
hereby amended by replacing the number of shares of Common Stock subject to the
Plan in the first sentence of such Section 3(a) from "2, 100,000" to
"3,300,000".

EX-10.24

                                                                   EXHIBIT 10.24

                           DEALERTRACK HOLDINGS, INC.
                            2005 INCENTIVE AWARD PLAN

                                    ARTICLE 1

                                     PURPOSE

      The purpose of the DealerTrack Holdings, Inc. 2005 Incentive Award Plan
(the "Plan") is to promote the success and enhance the value of DealerTrack
Holdings, Inc. (the "Company") by linking the personal interests of the members
of the Board, Employees, and Consultants to those of Company stockholders and by
providing such individuals with an incentive for outstanding performance to
generate superior returns to Company stockholders. The Plan is further intended
to provide flexibility to the Company in its ability to motivate, attract, and
retain the services of members of the Board, Employees, and Consultants upon
whose judgment, interest, and special effort the successful conduct of the
Company's operation is largely dependent.

                                    ARTICLE 2

                          DEFINITIONS AND CONSTRUCTION

      Wherever the following terms are used in the Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural where the context so indicates.

      2.1 "Award" means an Option, a Restricted Stock award, a Stock
Appreciation Right award, a Performance Share award, a Performance Stock Unit
award, a Dividend Equivalents award, a Stock Payment award, a Deferred Stock
award, a Restricted Stock Unit award, a Performance Bonus Award, or a
Performance-Based Award granted to a Participant pursuant to the Plan.

      2.2 "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award, including through electronic medium.

      2.3 "Board" means the Board of Directors of the Company.

      2.4 "Cause" shall, unless otherwise specifically provided in any
applicable Award Agreement, mean with respect to any Participant: (a) the
Participant's commission of an act of fraud or embezzlement upon the Company or
any of its affiliates; (b) the Participant's commission of any willful act
intended to injure the reputation, business, or any business relationship of the
Company or any of its affiliates; (c) the Participant is found by a court of
competent jurisdiction to have committed a felony; (d) the refusal or failure of
the Participant to perform the Participant's duties with the Company or any of
its affiliates, as applicable, in a competent and professional manner that is
not cured by the Participant within ten (10) business days after a written
demand therefor is delivered to the Participant by the Company or applicable
affiliate which specifically identifies the manner in which the Company or
applicable affiliate believes that the Participant has not substantially
performed the Participant's duties; provided, that if the Company or applicable
affiliate, in good faith, determines that the refusal or failure by



the participant is egregious in nature or is not susceptible of cure, then no
such cure period shall be required; or (e) the refusal or failure of the
Participant to comply with any of his material obligations under any Award
Agreement or any applicable employment agreement between the Company, or an
affiliate, and the Participant that is not cured by the Participant within ten
(10) business days after a written demand therefor is delivered to the
Participant by the Company or the applicable affiliate which specifically
identifies the manner in which the Company or the applicable affiliate believes
the Participant has materially breached the Award Agreement or employment
agreement; provided, that if the Company or the applicable affiliate, in good
faith, determines that the refusal or failure by the Participant is egregious in
nature or is not susceptible of cure, then no such cure period shall be
required.

      2.5 "Change in Control" means and includes each of the following:

            (a) A transaction or series of transactions (other than an offering
of Stock to the general public through a registration statement filed with the
Securities and Exchange Commission) whereby any "person" or related "group" of
"persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange
Act) (other than the Company, any of its subsidiaries, an employee benefit plan
maintained by the Company or any of its subsidiaries or a "person" that, prior
to such transaction, directly or indirectly controls, is controlled by, or is
under common control with, the Company) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of securities of the Company possessing more than 50% of the total combined
voting power of the Company's securities outstanding immediately after such
acquisition; or

            (b) During any period of two consecutive years, individuals who, at
the beginning of such period, constitute the Board together with any new
director(s) (other than a director designated by a person who shall have entered
into an agreement with the Company to effect a transaction described in Section
2.5(a) or Section 2.5(c)) whose election by the Board or nomination for election
by the Company's stockholders was approved by a vote of at least two-thirds of
the directors then still in office who either were directors at the beginning of
the two-year period or whose election or nomination for election was previously
so approved, cease for any reason to constitute a majority thereof; or

            (c) The consummation by the Company (whether directly involving the
Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination or (y) a
sale or other disposition of all or substantially all of the Company's assets in
any single transaction or series of related transactions or (z) the acquisition
of assets or stock of another entity, in each case other than a transaction:

                  (i) Which results in the Company's voting securities
outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
Company or the person that, as a result of the transaction, controls, directly
or indirectly, the Company or owns, directly or indirectly, all or substantially
all of the Company's assets or otherwise succeeds to the business of the Company
(the Company or such person, the "Successor Entity")) directly or indirectly, at
least a majority

                                      -2-


of the combined voting power of the Successor Entity's outstanding voting
securities immediately after the transaction, and

                  (ii) After which no person or group beneficially owns voting
securities representing 50% or more of the combined voting power of the
Successor Entity; provided, however, that no person or group shall be treated
for purposes of this Section 2.5(c)(ii) as beneficially owning 50% or more of
combined voting power of the Successor Entity solely as a result of the voting
power held in the Company prior to the consummation of the transaction; or

            (d) The Company's stockholders approve a liquidation or dissolution
of the Company.

The Committee shall have full and final authority, which shall be exercised in
its discretion, to determine conclusively whether a Change in Control of the
Company has occurred pursuant to the above definition, and the date of the
occurrence of such Change in Control and any incidental matters relating
thereto.

      2.6 "Code" means the Internal Revenue Code of 1986, as amended.

      2.7 "Committee" means the committee of the Board described in Article 12.

      2.8 "Consultant" means any consultant or adviser if: (a) the consultant or
adviser renders bona fide services to the Company; (b) the services rendered by
the consultant or adviser are not in connection with the offer or sale of
securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company's securities; and (c) the
consultant or adviser is a natural person who has contracted directly with the
Company to render such services.

      2.9 "Covered Employee" means an Employee who is, or could be, a "covered
employee" within the meaning of Section 162(m) of the Code.

      2.10 "Deferred Stock" means a right to receive a specified number of
shares of Stock during specified time periods pursuant to Section 8.5.

      2.11 "Disability" means that the Participant qualifies to receive
long-term disability payments under the Company's long-term disability insurance
program, as it may be amended from time to time.

      2.12 "Dividend Equivalents" means a right granted to a Participant
pursuant to Section 8.3 to receive the equivalent value (in cash or Stock) of
dividends paid on Stock.

      2.13 "Effective Date" shall have the meaning set forth in Section 13.1.

      2.14 "Eligible Individual" means any person who is an Employee, a
Consultant or a member of the Board, as determined by the Committee.

      2.15 "Employee" means any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Company or any Subsidiary.

                                      -3-


      2.16 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      2.17 "Fair Market Value" means, as of any given date, (a) if Stock is
traded on an exchange, the closing price of a share of Stock as reported in the
Wall Street Journal for the first trading date immediately prior to such date
during which a sale occurred; or (b) if Stock is not traded on an exchange but
is quoted on NASDAQ or a successor or other quotation system, (i) the last sales
price (if Stock is then listed as a National Market Issue under the NASD
National Market System) or (ii) the mean between the closing representative bid
and asked prices (in all other cases) for the Stock on the date immediately
prior to such date on which sales prices or bid and asked prices, as applicable,
are reported by NASDAQ or such successor quotation system; or (c) if Stock is
not publicly traded, the fair market value established by the Committee acting
in good faith.

      2.18 "Incentive Stock Option" means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

      2.19 "Independent Director" means a member of the Board who is not an
Employee of the Company.

      2.20 "Non-Employee Director" means a member of the Board who qualifies as
a "Non-Employee Director" as defined in Rule 16b-3(b)(3) under the Exchange Act,
or any successor definition adopted by the Board.

      2.21 "Non-Qualified Stock Option" means an Option that is not intended to
be an Incentive Stock Option.

      2.22 "Option" means a right granted to a Participant pursuant to Article 5
of the Plan to purchase a specified number of shares of Stock at a specified
price during specified time periods. An Option may be either an Incentive Stock
Option or a Non-Qualified Stock Option.

      2.23 "Participant" means any Eligible Individual who, as a member of the
Board, Consultant or Employee, has been granted an Award pursuant to the Plan.

      2.24 "Performance-Based Award" means an Award granted to selected Covered
Employees pursuant to Section 8.7, but which is subject to the terms and
conditions set forth in Article 9. All Performance-Based Awards are intended to
qualify as Qualified Performance-Based Compensation.

      2.25 "Performance Bonus Award" has the meaning set forth in Section 8.7.

      2.26 "Performance Criteria" means the criteria that the Committee selects
for purposes of establishing the Performance Goal or Performance Goals for a
Participant for a Performance Period. The Performance Criteria (which shall be
applicable to the organizational level specified by the Committee, including,
but not limited, to the Company or a unit, division, group, subsidiary or plan
of the Company) that will be used to establish Performance Goals are limited to
the following: earnings before interest, taxes, depreciation and amortization,
net income (loss) (either before or after interest, taxes, depreciation and/or
amortization), economic value-added, sales or revenue, acquisitions or strategic
transactions, operating income (loss), cash flow

                                      -4-


(including, but not limited to, operating cash flow and free cash flow), return
on capital, return on assets, return on stockholders' equity, stockholder
returns, return on sales, gross or net profit margin, productivity, expense,
margins, operating efficiency, customer satisfaction, working capital, earnings
(loss) per share, price per share of Stock, market share and number of
customers, any of which may be measured either in absolute terms or as compared
to any incremental increase or as compared to results of a peer group. The
Committee shall define in an objective fashion the manner of calculating the
Performance Criteria it selects to use for such Performance Period for such
Participant.

      2.27 "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based upon
the Performance Criteria. Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a division, business
unit, or an individual. The Committee, in its discretion, may adjust or modify
the calculation of Performance Goals for such Performance Period in order to
prevent the dilution or enlargement of the rights of Participants (a) in the
event of, or in anticipation of, any unusual or extraordinary corporate item,
transaction, event, or development, or (b) in recognition of, or in anticipation
of, any other unusual or nonrecurring events affecting the Company, or the
financial statements of the Company, or in response to, or in anticipation of,
changes in applicable laws, regulations, accounting principles, or business
conditions.

      2.28 "Performance Period" means the one or more periods of time, which may
be of varying and overlapping durations, as the Committee may select, over which
the attainment of one or more Performance Goals will be measured for the purpose
of determining a Participant's right to, and the payment of, a Performance-Based
Award.

      2.29 "Performance Share" means a right granted to a Participant pursuant
to Article 8, to receive Stock, the payment of which is contingent upon
achieving certain Performance Goals or other performance-based targets
established by the Committee.

      2.30 "Performance Stock Unit" means a right granted to a Participant
pursuant to Article 8, to receive Stock, the payment of which is contingent upon
achieving certain Performance Goals or other performance-based targets
established by the Committee.

      2.31 "Prior Plan" means the DealerTrack Holdings, Inc. 2001 Stock Option
Plan, effective as of August 10, 2001, as such plan may be amended from time to
time.

      2.32 "Plan" means this DealerTrack Holdings, Inc. 2005 Incentive Award
Plan, as it may be amended from time to time.

      2.33 "Public Trading Date" means the first date upon which Stock is listed
(or approved for listing) upon notice of issuance on any securities exchange or
designated (or approved for designation) upon notice of issuance as a national
market security on an interdealer quotation system.

      2.34 "Qualified Performance-Based Compensation" means any compensation
that is intended to qualify as "qualified performance-based compensation" as
described in Section 162(m)(4)(C) of the Code.

                                      -5-


      2.35 "Restricted Stock" means Stock awarded to a Participant pursuant to
Article 6 that is subject to certain restrictions and may be subject to risk of
forfeiture.

      2.36 "Restricted Stock Unit" means an Award granted pursuant to Section
8.6.

      2.37 "Securities Act" shall mean the Securities Act of 1933, as amended.

      2.38 "Stock" means the common stock of the Company, par value $0.01 per
share, and such other securities of the Company that may be substituted for
Stock pursuant to Article 11.

      2.39 "Stock Appreciation Right" or "SAR" means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of a
specified number of shares of Stock on the date the SAR is exercised over the
Fair Market Value on the date the SAR was granted as set forth in the applicable
Award Agreement.

      2.40 "Stock Payment" means (a) a payment in the form of shares of Stock,
or (b) an option or other right to purchase shares of Stock, as part of any
bonus, deferred compensation or other arrangement, made in lieu of all or any
portion of the compensation, granted pursuant to Section 8.4.

      2.41 "Subsidiary" means any "subsidiary corporation" as defined in Section
424(f) of the Code and any applicable regulations promulgated thereunder or any
other entity of which a majority of the outstanding voting stock or voting power
is beneficially owned directly or indirectly by the Company.

                                    ARTICLE 3

                           SHARES SUBJECT TO THE PLAN

      3.1 Number of Shares.

            (a) Subject to Article 11 and Section 3.1(b), the aggregate number
of shares of Stock which may be issued or transferred pursuant to Awards under
the Plan shall be the sum of: (i) 3,100,000 shares and (ii) any shares of Stock
which as of the Effective Date are available for issuance under any of the Prior
Plan and which following the Effective Date are not issued under the Prior Plan;
provided however, no more than 3,100,000 shares of Stock may be delivered upon
the exercise of Incentive Stock Options.

            (b) To the extent that an Award terminates, expires, or lapses for
any reason, any shares of Stock subject to the Award shall again be available
for the grant of an Award pursuant to the Plan. Additionally, any shares of
Stock tendered or withheld to satisfy the grant or exercise price or tax
withholding obligation pursuant to any Award shall again be available for the
grant of an Award pursuant to the Plan. To the extent permitted by applicable
law or any exchange rule, shares of Stock issued in assumption of, or in
substitution for, any outstanding awards of any entity acquired in any form of
combination by the Company or any Subsidiary shall not be counted against shares
of Stock available for grant pursuant to this Plan. The payment of Dividend
Equivalents in cash in conjunction with any outstanding Awards shall not be
counted against the shares available for issuance under the Plan.
Notwithstanding the

                                      -6-


provisions of this Section 3.1(b), no shares of Common Stock may again be
optioned, granted or awarded if such action would cause an Incentive Stock
Option to fail to qualify as an incentive stock option under Section 422 of the
Code.

      3.2 Stock Distributed. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

      3.3 Limitation on Number of Shares Subject to Awards. Notwithstanding any
provision in the Plan to the contrary, and subject to Article 11, the maximum
number of shares of Stock with respect to one or more Awards that may be granted
to any one Participant during any fiscal year of the Company shall be 750,000;
provided, however, that the foregoing limitation shall not apply prior to the
Public Trading Date and, following the Public Trading Date, the foregoing
limitation shall not apply until the earliest of: (a) the first material
modification of the Plan (including any increase in the number of shares
reserved for issuance under the Plan in accordance with Section 3.1); (b) the
issuance of all of the shares of Stock reserved for issuance under the Plan; (c)
the expiration of the Plan; (d) the first meeting of stockholders at which
members of the Board are to be elected that occurs after the close of the third
calendar year following the calendar year in which occurred the first
registration of an equity security of the Company under Section 12 of the
Exchange Act; or (e) such other date required by Section 162(m) of the Code and
the rules and regulations promulgated thereunder. The maximum amount payable
with respect to Performance Bonus Awards to a Covered Employee during any fiscal
year of the Company shall be $3,000,000.

                                    ARTICLE 4

                          ELIGIBILITY AND PARTICIPATION

      4.1 Eligibility. Each Eligible Individual shall be eligible to be granted
one or more Awards pursuant to the Plan.

      4.2 Participation. Subject to the provisions of the Plan, the Committee
may, from time to time, select from among all Eligible Individuals, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award. No Eligible Individual shall have any right to be granted an Award
pursuant to this Plan.

      4.3 Foreign Participants. Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the
Company and its Subsidiaries operate or have Eligible Individuals, the
Committee, in its sole discretion, shall have the power and authority to: (i)
determine which Subsidiaries shall be covered by the Plan; (ii) determine which
Eligible Individuals outside the United States are eligible to participate in
the Plan; (iii) modify the terms and conditions of any Award granted to Eligible
Individuals outside the United States to comply with applicable foreign laws;
(iv) establish subplans and modify exercise procedures and other terms and
procedures, to the extent such actions may be necessary or advisable (any such
subplans and/or modifications shall be attached to this Plan as appendices);
provided, however, that no such subplans and/or modifications shall increase the
share limitations contained in Sections 3.1 and 3.3 of the Plan; and (v) take
any action, before or after

                                      -7-


an Award is made, that it deems advisable to obtain approval or comply with any
necessary local governmental regulatory exemptions or approvals. Notwithstanding
the foregoing, the Committee may not take any actions hereunder, and no Awards
shall be granted, that would violate the Exchange Act, the Code, any securities
law or governing statute or any other applicable law.

                                    ARTICLE 5

                                  STOCK OPTIONS

      5.1 General. The Committee is authorized to grant Options to Participants
on the following terms and conditions:

            (a) Exercise Price. The exercise price per share of Stock subject to
an Option shall be determined by the Committee and set forth in the Award
Agreement; provided that, subject to Section 5.2(d), the exercise price for any
Option shall not be less than 100% of the Fair Market Value of a share of Stock
on the date of grant.

            (b) Time and Conditions of Exercise. The Committee shall determine
the time or times at which an Option may be exercised in whole or in part;
provided that the term of any Option granted under the Plan shall not exceed ten
years. The Committee shall also determine the performance or other conditions,
if any, that must be satisfied before all or part of an Option may be exercised.

            (c) Payment. The Committee shall determine the methods by which the
exercise price of an Option may be paid, the form of payment, including, without
limitation: (i) cash, (ii) except with respect to Incentive Stock Options,
shares of Stock issuable to the Option holder upon exercise of the Option, with
a Fair Market Value on the date of the Option exercise equal to the aggregate
Option exercise price of the shares with respect to which such Option or portion
thereof is thereby exercised, (iii) shares of Stock held for such period of time
as may be required by the Committee in order to avoid adverse accounting
consequences and having a Fair Market Value on the date of delivery equal to the
aggregate exercise price of the Option or exercised portion thereof, or (iv)
through the delivery of a notice that the Participant has placed a market sell
order with a broker with respect to shares of Stock then issuable upon exercise
of the Option, and that the broker has been directed to pay a sufficient portion
of the net proceeds of the sale to the Company in satisfaction of the Option
exercise price; provided that payment of such proceeds is then made to the
Company upon settlement of such sale. The Committee shall also determine the
methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants. Notwithstanding any other provision of the Plan to the contrary,
no Participant who is a member of the Board or an "executive officer" of the
Company within the meaning of Section 13(k) of the Exchange Act shall be
permitted to pay the exercise price of an Option in any method which would
violate Section 13(k) of the Exchange Act.

            (d) Evidence of Grant. All Options shall be evidenced by an Award
Agreement between the Company and the Participant. The Award Agreement shall
include such additional provisions as may be specified by the Committee.

                                      -8-


      5.2 Incentive Stock Options. Incentive Stock Options shall be granted only
to Employees and the terms of any Incentive Stock Options granted pursuant to
the Plan, in addition to the requirements of Section 5.1, must comply with the
provisions of this Section 5.2.

            (a) Expiration. Subject to Section 5.2(c), an Incentive Stock Option
shall expire and may not be exercised to any extent by anyone after the first to
occur of the following events:

                        (i) Ten years from the date it is granted, unless an
earlier time is set in the Award Agreement;

                        (ii) Three months after the Participant's termination of
employment as an Employee; and

                        (iii) One year after the date of the Participant's
termination of employment or service on account of Disability or death. Upon the
Participant's Disability or death, any Incentive Stock Options exercisable at
the Participant's Disability or death may be exercised by the Participant's
legal representative or representatives, by the person or persons entitled to do
so pursuant to the Participant's last will and testament, or, if the Participant
fails to make testamentary disposition of such Incentive Stock Option or dies
intestate, by the person or persons entitled to receive the Incentive Stock
Option pursuant to the applicable laws of descent and distribution.

            (b) Individual Dollar Limitation. The aggregate Fair Market Value
(determined as of the time the Option is granted) of all shares of Stock with
respect to which Incentive Stock Options are first exercisable by a Participant
in any calendar year may not exceed $100,000 or such other limitation as imposed
by Section 422(d) of the Code, or any successor provision. To the extent that
Incentive Stock Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Stock Options.

            (c) Ten Percent Owners. An Incentive Stock Option shall be granted
to any individual who, at the date of grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of Stock of the
Company only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.

            (d) Transfer Restriction. The Participant shall give the Company
prompt notice of any disposition of shares of Stock acquired by exercise of an
Incentive Stock Option within (i) two years from the date of grant of such
Incentive Stock Option or (ii) one year after the transfer of such shares of
Stock to the Participant.

            (e) Expiration of Incentive Stock Options. No Award of an Incentive
Stock Option may be made pursuant to this Plan after the tenth anniversary of
the Effective Date.

            (f) Right to Exercise. During a Participant's lifetime, an Incentive
Stock Option may be exercised only by the Participant.

                                      -9-


            (g) Failure to Meet Requirements. Any Option (or portion thereof)
purported to be an Incentive Stock Option, which, for any reason, fails to meet
the requirements of Section 422 of the Code shall be considered a Non-Qualified
Stock Option.

      5.3 Granting of Options to Independent Directors. The Board may from time
to time, in its sole discretion, and subject to the limitations of the Plan:

            (a) Select from among the Independent Directors (including
Independent Directors who have previously been granted Options under the Plan)
such of them as in its opinion should be granted Options;

            (b) Subject to Section 3.3, determine the number of shares of Stock
that may be purchased upon exercise of the Options granted to such selected
Independent Directors; and

            (c) Subject to the provisions of this Article 5, determine the terms
and conditions of such Options, consistent with the Plan.

Options granted to Independent Directors shall be Non-Qualified Stock Options.

                                    ARTICLE 6

                             RESTRICTED STOCK AWARDS

      6.1 Grant of Restricted Stock. The Committee is authorized to make Awards
of Restricted Stock to any Participant selected by the Committee in such amounts
and subject to such terms and conditions as determined by the Committee. All
Awards of Restricted Stock shall be evidenced by an Award Agreement.

      6.2 Issuance and Restrictions. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times,
pursuant to such circumstances, in such installments, or otherwise (including,
without limitation, pursuant to the satisfaction or time-vesting requirements,
performance vesting requirements, or both), as the Committee determines at the
time of the grant of the Award or thereafter.

      6.3 Forfeiture. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment or
service during the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited; provided, however, that,
the Committee may (a) provide in any Restricted Stock Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes, and (b) in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Stock.

      6.4 Certificates for Restricted Stock. Restricted Stock granted pursuant
to the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such

                                      -10-


Restricted Stock, and the Company may, at its discretion, retain physical
possession of the certificate until such time as all applicable restrictions
lapse.

                                    ARTICLE 7

                            STOCK APPRECIATION RIGHTS

      7.1 Grant of Stock Appreciation Rights.

            (a) A Stock Appreciation Right may be granted to any Participant
selected by the Committee. A Stock Appreciation Right shall be subject to such
terms and conditions not inconsistent with the Plan as the Committee shall
impose and shall be evidenced by an Award Agreement.

            (b) A Stock Appreciation Right shall entitle the Participant (or
other person entitled to exercise the Stock Appreciation Right pursuant to the
Plan) to exercise all or a specified portion of the Stock Appreciation Right (to
the extent then exercisable pursuant to its terms) and to receive from the
Company an amount equal to the product of (i) the excess of (A) the Fair Market
Value of the Stock on the date the Stock Appreciation Right is exercised over
(B) the Fair Market Value of the Stock on the date the Stock Appreciation Right
was granted and (ii) the number of shares of Stock with respect to which the
Stock Appreciation Right is exercised, subject to any limitations the Committee
may impose.

      7.2 Payment and Limitations on Exercise. Payment of the amounts determined
under Sections 7.1(b) above shall be in Stock (based on its Fair Market Value as
of the date the Stock Appreciation Right is exercised) and shall be made subject
to satisfaction of all provisions of Article 5 above pertaining to Options.

                                    ARTICLE 8

                              OTHER TYPES OF AWARDS

      8.1 Performance Share Awards. Any Participant selected by the Committee
may be granted one or more Performance Share awards which shall be denominated
in a number of shares of Stock and which may be linked to any one or more of the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. In making such
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant.

      8.2 Performance Stock Units. Any Participant selected by the Committee may
be granted one or more Performance Stock Unit awards which shall be denominated
in unit equivalent of shares of Stock and/or units of value including dollar
value of shares of Stock and which may be linked to any one or more of the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. In making such

                                      -11-


determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant.

      8.3 Dividend Equivalents.

            (a) Any Participant selected by the Committee may be granted
Dividend Equivalents based on the dividends declared on the shares of Stock that
are subject to any Award, to be credited as of dividend payment dates, during
the period between the date the Award is granted and the date the Award is
exercised, vests or expires, as determined by the Committee. Such Dividend
Equivalents shall be converted to cash or additional shares of Stock by such
formula and at such time and subject to such limitations as may be determined by
the Committee.

            (b) Dividend Equivalents granted with respect to Options or SARs
that are intended to be Qualified Performance-Based Compensation shall be
payable, with respect to pre-exercise periods, regardless of whether such Option
or SAR is subsequently exercised.

      8.4 Stock Payments. Any Participant selected by the Committee may receive
Stock Payments in the manner determined from time to time by the Committee. The
number of shares shall be determined by the Committee and may be based upon the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, determined on the date such Stock Payment is made
or on any date thereafter.

      8.5 Deferred Stock. Any Participant selected by the Committee may be
granted an award of Deferred Stock in the manner determined from time to time by
the Committee. The number of shares of Deferred Stock shall be determined by the
Committee and may be linked to the Performance Criteria or other specific
performance criteria determined to be appropriate by the Committee, in each case
on a specified date or dates or over any period or periods determined by the
Committee. Stock underlying a Deferred Stock award will not be issued until the
Deferred Stock award has vested, pursuant to a vesting schedule or performance
criteria set by the Committee. Unless otherwise provided by the Committee, a
Participant awarded Deferred Stock shall have no rights as a Company stockholder
with respect to such Deferred Stock until such time as the Deferred Stock Award
has vested and the Stock underlying the Deferred Stock Award has been issued.

      8.6 Restricted Stock Units. The Committee is authorized to make Awards of
Restricted Stock Units to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
At the time of grant, the Committee shall specify the date or dates on which the
Restricted Stock Units shall become fully vested and nonforfeitable, and may
specify such conditions to vesting as it deems appropriate. At the time of
grant, the Committee shall specify the maturity date applicable to each grant of
Restricted Stock Units which shall be no earlier than the vesting date or dates
of the Award and may be determined at the election of the grantee. On the
maturity date, the Company shall, subject to Section 10.5(b), transfer to the
Participant one unrestricted, fully transferable share of Stock for each
Restricted Stock Unit scheduled to be paid out on such date and not previously

                                      -12-


forfeited. The Committee shall specify the purchase price, if any, to be paid by
the grantee to the Company for such shares of Stock.

      8.7 Performance Bonus Awards. Any Participant selected by the Committee
may be granted one or more Performance-Based Awards in the form of a cash bonus
(a "Performance Bonus Award") payable upon the attainment of Performance Goals
that are established by the Committee and relate to one or more of the
Performance Criteria, in each case on a specified date or dates or over any
period or periods determined by the Committee. Any such Performance Bonus Award
paid to a Covered Employee shall be based upon objectively determinable bonus
formulas established in accordance with Article 9.

      8.8 Term. Except as otherwise provided herein, the term of any Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Stock
Payments, Deferred Stock or Restricted Stock Units shall be set by the Committee
in its discretion.

      8.9 Exercise or Purchase Price. The Committee may establish the exercise
or purchase price, if any, of any Award of Performance Shares, Performance Stock
Units, Deferred Stock, Stock Payments or Restricted Stock Units; provided,
however, that such price shall not be less than the par value of a share of
Stock on the date of grant, unless otherwise permitted by applicable state law.

      8.10 Exercise upon Termination of Employment or Service. An Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Deferred
Stock, Stock Payments and Restricted Stock Units shall only be exercisable or
payable while the Participant is an Employee, Consultant or a member of the
Board, as applicable; provided, however, that the Committee in its sole and
absolute discretion may provide that an Award of Performance Shares, Performance
Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock or Restricted
Stock Units may be exercised or paid subsequent to a termination of employment
or service, as applicable, or following a Change in Control of the Company, or
because of the Participant's retirement, death or disability, or otherwise;
provided, however, that any such provision with respect to Performance Shares or
Performance Stock Units shall be subject to the requirements of Section 162(m)
of the Code that apply to Qualified Performance-Based Compensation.

      8.11 Form of Payment. Payments with respect to any Awards granted under
this Article 8 shall be made in cash, in Stock or a combination of both, as
determined by the Committee.

      8.12 Award Agreement. All Awards under this Article 8 shall be subject to
such additional terms and conditions as determined by the Committee and shall be
evidenced by an Award Agreement.

                                    ARTICLE 9

                            PERFORMANCE-BASED AWARDS

      9.1 Purpose. The purpose of this Article 9 is to provide the Committee the
ability to qualify Awards other than Options and SARs and that are granted
pursuant to Articles 6 and 8 as Qualified Performance-Based Compensation. If the
Committee, in its discretion, decides to

                                      -13-


grant a Performance-Based Award to a Covered Employee, the provisions of this
Article 9 shall control over any contrary provision contained in Articles 6 or
8; provided, however, that the Committee may in its discretion grant Awards to
Covered Employees that are based on Performance Criteria or Performance Goals
but that do not satisfy the requirements of this Article 9.

      9.2 Applicability. This Article 9 shall apply only to those Covered
Employees selected by the Committee to receive Performance-Based Awards. The
designation of a Covered Employee as a Participant for a Performance Period
shall not in any manner entitle the Participant to receive an Award for the
period. Moreover, designation of a Covered Employee as a Participant for a
particular Performance Period shall not require designation of such Covered
Employee as a Participant in any subsequent Performance Period and designation
of one Covered Employee as a Participant shall not require designation of any
other Covered Employees as a Participant in such period or in any other period.

      9.3 Procedures with Respect to Performance-Based Awards. To the extent
necessary to comply with the Qualified Performance-Based Compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any Award
granted under Articles 6 and 8 which may be granted to one or more Covered
Employees, no later than ninety (90) days following the commencement of any
fiscal year in question or any other designated fiscal period or period of
service (or such other time as may be required or permitted by Section 162(m) of
the Code), the Committee shall, in writing, (a) designate one or more Covered
Employees, (b) select the Performance Criteria applicable to the Performance
Period, (c) establish the Performance Goals, and amounts of such Awards, as
applicable, which may be earned for such Performance Period, and (d) specify the
relationship between Performance Criteria and the Performance Goals and the
amounts of such Awards, as applicable, to be earned by each Covered Employee for
such Performance Period. Following the completion of each Performance Period,
the Committee shall certify in writing whether the applicable Performance Goals
have been achieved for such Performance Period. In determining the amount earned
by a Covered Employee, the Committee shall have the right to reduce or eliminate
(but not to increase) the amount payable at a given level of performance to take
into account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the Performance Period.

      9.4 Payment of Performance-Based Awards. Unless otherwise provided in the
applicable Award Agreement, a Participant must be employed by the Company or a
Subsidiary on the day a Performance-Based Award for such Performance Period is
paid to the Participant. Furthermore, a Participant shall be eligible to receive
payment pursuant to a Performance-Based Award for a Performance Period only if
the Performance Goals for such period are achieved. In determining the amount
earned under a Performance-Based Award, the Committee may reduce or eliminate
the amount of the Performance-Based Award earned for the Performance Period, if
in its sole and absolute discretion, such reduction or elimination is
appropriate.

      9.5 Additional Limitations. Notwithstanding any other provision of the
Plan, any Award which is granted to a Covered Employee and is intended to
constitute Qualified Performance-Based Compensation shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based

                                      -14-


compensation as described in Section 162(m)(4)(C) of the Code, and the Plan
shall be deemed amended to the extent necessary to conform to such requirements.

                                   ARTICLE 10

                         PROVISIONS APPLICABLE TO AWARDS

      10.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan
may, in the discretion of the Committee, be granted either alone, in addition
to, or in tandem with, any other Award granted pursuant to the Plan. Awards
granted in addition to or in tandem with other Awards may be granted either at
the same time as or at a different time from the grant of such other Awards.

      10.2 Award Agreement. Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award
which may include the term of an Award, the provisions applicable in the event
the Participant's employment or service terminates, and the Company's authority
to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an
Award.

      10.3 Limits on Transfer. No right or interest of a Participant in any
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Company or a Subsidiary. Except as otherwise provided by the Committee, no Award
shall be assigned, transferred, or otherwise disposed of by a Participant other
than by will or the laws of descent and distribution. The Committee by express
provision in the Award or an amendment thereto may permit an Award (other than
an Incentive Stock Option) to be transferred to, exercised by and paid to
certain persons or entities related to the Participant, including but not
limited to members of the Participant's family, charitable institutions, or
trusts or other entities whose beneficiaries or beneficial owners are members of
the Participant's family and/or charitable institutions, or to such other
persons or entities as may be expressly approved by the Committee, pursuant to
such conditions and procedures as the Committee may establish. Any permitted
transfer shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax
planning purposes (or to a "blind trust" in connection with the Participant's
termination of employment or service with the Company or a Subsidiary to assume
a position with a governmental, charitable, educational or similar non-profit
institution) and on a basis consistent with the Company's lawful issue of
securities.

      10.4 Beneficiaries. Notwithstanding Section 10.3, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If the Participant is married and resides in a
community property state, a designation of a person other than the

                                      -15-


Participant's spouse as his or her beneficiary with respect to more than 50% of
the Participant's interest in the Award shall not be effective without the prior
written consent of the Participant's spouse. If no beneficiary has been
designated or survives the Participant, payment shall be made to the person
entitled thereto pursuant to the Participant's will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is
filed with the Committee.

      10.5 Stock Certificates; Book Entry Procedures.

            (a) Notwithstanding anything herein to the contrary, the Company
shall not be required to issue or deliver any certificates evidencing shares of
Stock pursuant to the exercise of any Award, unless and until the Board has
determined, with advice of counsel, that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Stock are listed or traded. All Stock certificates delivered
pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with
federal, state, or foreign jurisdiction, securities or other laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock certificate to reference restrictions applicable
to the Stock. In addition to the terms and conditions provided herein, the Board
may require that a Participant make such reasonable covenants, agreements, and
representations as the Board, in its discretion, deems advisable in order to
comply with any such laws, regulations, or requirements. The Committee shall
have the right to require any Participant to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including
a window-period limitation, as may be imposed in the discretion of the
Committee.

            (b) Notwithstanding any other provision of the Plan, unless
otherwise determined by the Committee or required by any applicable law, rule or
regulation, the Company shall not deliver to any Participant certificates
evidencing shares of Stock issued in connection with any Award and instead such
shares of Stock shall be recorded in the books of the Company (or, as
applicable, its transfer agent or stock plan administrator).

      10.6 Paperless Exercise. In the event that the Company establishes, for
itself or using the services of a third party, an automated system for the
exercise of Awards, such as a system using an internet website or interactive
voice response, then the paperless exercise of Awards by a Participant may be
permitted through the use of such an automated system.

                                   ARTICLE 11

                          CHANGES IN CAPITAL STRUCTURE

      11.1 Adjustments. In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-off,
recapitalization or other distribution (other than normal cash dividends) of
Company assets to stockholders, or any other change affecting the shares of
Stock or the share price of the Stock, the Committee shall make such
proportionate adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such

                                      -16-


change with respect to (a) the aggregate number and kind of shares that may be
issued under the Plan (including, but not limited to, adjustments of the
limitations in Sections 3.1 and 3.3); (b) the terms and conditions of any
outstanding Awards (including, without limitation, any applicable performance
targets or criteria with respect thereto); and (c) the grant or exercise price
per share for any outstanding Awards under the Plan. Any adjustment affecting an
Award intended as Qualified Performance-Based Compensation shall be made
consistent with the requirements of Section 162(m) of the Code.

      11.2 Change in Control. In the event of any transaction or event described
in Section 11.1 or any unusual or nonrecurring transactions or events affecting
the Company, any affiliate of the Company, or the financial statements of the
Company or any affiliate, or of changes in applicable laws, regulations or
accounting principles, the Committee, in its sole and absolute discretion, and
on such terms and conditions as it deems appropriate, either by the terms of the
Award or by action taken prior to the occurrence of such transaction or event
and either automatically or upon the Participant's request, is hereby authorized
to take any one or more of the following actions whenever the Committee
determines that such action is appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to any Award under the Plan, to facilitate such
transactions or events or to give effect to such changes in laws, regulations or
principles:

                  (i) To provide for either (A) termination of any such Award in
exchange for an amount of cash, if any, equal to the amount that would have been
attained upon the exercise of such Award or realization of the Participant's
rights (and, for the avoidance of doubt, if as of the date of the occurrence of
the transaction or event described in this Section 11.2 the Committee determines
in good faith that no amount would have been attained upon the exercise of such
Award or realization of the Participant's rights, then such Award may be
terminated by the Company without payment) or (B) the replacement of such Award
with other rights or property selected by the Committee in its sole discretion;

                  (ii) To provide that such Award be assumed by the successor or
survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the stock of the successor or
survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices;

                  (iii) To make adjustments in the number and type of shares of
Common Stock (or other securities or property) subject to outstanding Awards,
and in the number and kind of outstanding Restricted Stock or Deferred Stock
and/or in the terms and conditions of (including the grant or exercise price),
and the criteria included in, outstanding options, rights and awards and
options, rights and awards which may be granted in the future;

                  (iv) To provide that such Award shall be exercisable or
payable or fully vested with respect to all shares covered thereby,
notwithstanding anything to the contrary in the Plan or the applicable Award
Agreement; and

                  (v) To provide that the Award cannot vest, be exercised or
become payable after such event.

                                      -17-


      11.3 Acceleration Upon a Change in Control. Notwithstanding Section 11.2,
and except as may otherwise be provided in any applicable Award Agreement or
other written agreement entered into between the Company and a Participant, if a
Change in Control occurs and a Participant's Awards are not converted, assumed,
or replaced by a successor entity, then immediately prior to the Change in
Control such Awards shall become fully exercisable and all forfeiture
restrictions on such Awards shall lapse. Upon, or in anticipation of, a Change
in Control, the Committee may cause any and all Awards outstanding hereunder to
terminate at a specific time in the future, including but not limited to the
date of such Change in Control, and shall give each Participant the right to
exercise such Awards during a period of time as the Committee, in its sole and
absolute discretion, shall determine.

      11.4 Outstanding Awards - Certain Mergers. Subject to any required action
by the stockholders of the Company, in the event that the Company shall be the
surviving corporation in any merger or consolidation (except a merger or
consolidation as a result of which the holders of shares of Stock receive
securities of another corporation), each Award outstanding on the date of such
merger or consolidation shall pertain to and apply to the securities that a
holder of the number of shares of Stock subject to such Award would have
received in such merger or consolidation.

      11.5 Outstanding Awards - Other Changes. In the event of any other change
in the capitalization of the Company or corporate change other than those
specifically referred to in this Article 11, the Committee may, in its absolute
discretion, make such adjustments in the number and kind of shares or other
securities subject to Awards outstanding on the date on which such change occurs
and in the per share grant or exercise price of each Award as the Committee may
consider appropriate to prevent dilution or enlargement of rights.

      11.6 No Other Rights. Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee
under the Plan, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares
of Stock subject to an Award or the grant or exercise price of any Award.

                                   ARTICLE 12

                                 ADMINISTRATION

      12.1 Committee. Unless and until the Board delegates administration of the
Plan to a Committee as set forth below, the Plan shall be administered by the
full Board, and for such purposes the term "Committee" as used in this Plan
shall be deemed to refer to the Board. The Board, at its discretion or as
otherwise necessary to comply with the requirements of Section 162(m) of the
Code, Rule 16b-3 promulgated under the Exchange Act or to the extent required by
any other applicable rule or regulation, shall delegate administration of the
Plan to a Committee. The Committee shall consist solely of two or more members
of the Board each of

                                      -18-


whom is (a) an "outside director," within the meaning of Section 162(m) of the
Code, (b) a Non-Employee Director and (c) an "independent director" under the
rules of NASDAQ (or other principal securities market on which shares of Stock
are traded). Notwithstanding the foregoing: (x) the full Board, acting by a
majority of its members in office, shall conduct the general administration of
the Plan with respect to all Awards granted to Independent Directors and for
purposes of such Awards the term "Committee" as used in this Plan shall be
deemed to refer to the Board and (y) the Committee may delegate its authority
hereunder to the extent permitted by Section 12.5. Appointment of Committee
members shall be effective upon acceptance of appointment. In its sole
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under the Plan except with respect to matters
which under Rule 16b-3 under the Exchange Act or Section 162(m) of the Code, or
any regulations or rules issued thereunder, are required to be determined in the
sole discretion of the Committee. Committee members may resign at any time by
delivering written notice to the Board. Vacancies in the Committee may only be
filled by the Board.

      12.2 Action by the Committee. A majority of the Committee shall constitute
a quorum. The acts of a majority of the members present at any meeting at which
a quorum is present, and acts approved in writing by a majority of the Committee
in lieu of a meeting, shall be deemed the acts of the Committee. Each member of
the Committee is entitled to, in good faith, rely or act upon any report or
other information furnished to that member by any officer or other employee of
the Company or any Subsidiary, the Company's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan.

      12.3 Authority of Committee. Subject to any specific designation in the
Plan, the Committee has the exclusive power, authority and discretion to:

            (a) Designate Participants to receive Awards;

            (b) Determine the type or types of Awards to be granted to each
Participant;

            (c) Determine the number of Awards to be granted and the number of
shares of Stock to which an Award will relate;

            (d) Determine the terms and conditions of any Award granted pursuant
to the Plan, including, but not limited to, the exercise price, grant price, or
purchase price, any reload provision, any restrictions or limitations on the
Award, any schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, any provisions
related to non-competition and recapture of gain on an Award, based in each case
on such considerations as the Committee in its sole discretion determines;
provided, however, that the Committee shall not have the authority to accelerate
the vesting or waive the forfeiture of any Performance-Based Awards;

            (e) Determine whether, to what extent, and pursuant to what
circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Stock, other Awards, or other property, or an Award may be
canceled, forfeited, or surrendered;

            (f) Prescribe the form of each Award Agreement, which need not be
identical

                                      -19-


for each Participant;

            (g) Decide all other matters that must be determined in connection
with an Award;

            (h) Establish, adopt, or revise any rules and regulations as it may
deem necessary or advisable to administer the Plan;

            (i) Interpret the terms of, and any matter arising pursuant to, the
Plan or any Award Agreement; and

            (j) Make all other decisions and determinations that may be required
pursuant to the Plan or as the Committee deems necessary or advisable to
administer the Plan.

      12.4 Decisions Binding. The Committee's interpretation of the Plan, any
Awards granted pursuant to the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

      12.5 Delegation of Authority. To the extent permitted by applicable law,
the Committee may from time to time delegate to a committee of one or more
members of the Board or one or more officers of the Company the authority to
grant or amend Awards to Participants other than (a) senior executives of the
Company who are subject to Section 16 of the Exchange Act, (b) Covered
Employees, or (c) officers of the Company (or members of the Board) to whom
authority to grant or amend Awards has been delegated hereunder. Any delegation
hereunder shall be subject to the restrictions and limits that the Committee
specifies at the time of such delegation, and the Committee may at any time
rescind the authority so delegated or appoint a new delegatee. At all times, the
delegatee appointed under this Section 12.5 shall serve in such capacity at the
pleasure of the Committee.

                                   ARTICLE 13

                          EFFECTIVE AND EXPIRATION DATE

      13.1 Effective Date. The Plan is effective as of the date the Plan is
approved by the Company's stockholders (the "Effective Date"). The Plan will be
deemed to be approved by the stockholders if it receives the affirmative vote of
the holders of a majority of the shares of stock of the Company present or
represented and entitled to vote at a meeting duly held in accordance with the
applicable provisions of the Company's Bylaws.

      13.2 Expiration Date. The Plan will expire on, and no Award may be granted
pursuant to the Plan after the tenth anniversary of the Effective Date. Any
Awards that are outstanding on the tenth anniversary of the Effective Date shall
remain in force according to the terms of the Plan and the applicable Award
Agreement.

                                      -20-


                                   ARTICLE 14

                    AMENDMENT, MODIFICATION, AND TERMINATION

      14.1 Amendment, Modification, and Termination. Subject to Section 15.14,
with the approval of the Board, at any time and from time to time, the Committee
may terminate, amend or modify the Plan; provided, however, that (a) to the
extent necessary and desirable to comply with any applicable law, regulation, or
stock exchange rule, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required, and (b) stockholder
approval is required for any amendment to the Plan that (i) increases the number
of shares available under the Plan (other than any adjustment as provided by
Article 11), (ii) permits the Committee to grant Options with an exercise price
that is below Fair Market Value on the date of grant, or (iii) permits the
Committee to extend the exercise period for an Option beyond ten years from the
date of grant or (iv) results in a material increase in benefits or a change in
eligibility requirements. Notwithstanding any provision in this Plan to the
contrary, absent approval of the stockholders of the Company, no Option may be
amended to reduce the per share exercise price of the shares subject to such
Option below the per share exercise price as of the date the Option is granted
and, except as permitted by Article 11, no Option may be granted in exchange
for, or in connection with, the cancellation or surrender of an Option having a
higher per share exercise price.

      14.2 Awards Previously Granted. Except with respect to amendments made
pursuant to Section 15.14, no termination, amendment, or modification of the
Plan shall adversely affect in any material way any Award previously granted
pursuant to the Plan without the prior written consent of the Participant.

                                   ARTICLE 15

                               GENERAL PROVISIONS

      15.1 No Rights to Awards. No Eligible Individual, Participant, or other
person shall have any claim to be granted any Award pursuant to the Plan, and
neither the Company nor the Committee is obligated to treat Eligible
Individuals, Participants or any other persons uniformly.

      15.2 No Stockholders Rights. Except as otherwise provided herein, a
Participant shall have none of the rights of a stockholder with respect to
shares of Stock covered by any Award until the Participant becomes the record
owner of such shares of Stock.

      15.3 Withholding. The Company or any Subsidiary shall have the authority
and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local and foreign taxes
(including the Participant's employment tax obligations) required by law to be
withheld with respect to any taxable event concerning a Participant arising as a
result of this Plan. The Committee may in its discretion and in satisfaction of
the foregoing requirement allow a Participant to elect to have the Company
withhold shares of Stock otherwise issuable under an Award (or allow the return
of shares of Stock) having a Fair Market Value equal to the sums required to be
withheld. Notwithstanding any other provision of the Plan, the number of shares
of Stock which may be withheld with

                                      -21-


respect to the issuance, vesting, exercise or payment of any Award (or which may
be repurchased from the Participant of such Award within six months (or such
other period as may be determined by the Committee) after such shares of Stock
were acquired by the Participant from the Company) in order to satisfy the
Participant's federal, state, local and foreign income and payroll tax
liabilities with respect to the issuance, vesting, exercise or payment of the
Award shall be limited to the number of shares which have a Fair Market Value on
the date of withholding or repurchase equal to the aggregate amount of such
liabilities based on the minimum statutory withholding rates for federal, state,
local and foreign income tax and payroll tax purposes that are applicable to
such supplemental taxable income.

      15.4 No Right to Employment or Services. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Company or
any Subsidiary to terminate any Participant's employment or services at any
time, nor confer upon any Participant any right to continue in the employ or
service of the Company or any Subsidiary.

      15.5 Unfunded Status of Awards. The Plan is intended to be an "unfunded"
plan for incentive compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.

      15.6 Indemnification. To the extent allowable pursuant to applicable law,
each member of the Committee or of the Board shall be indemnified and held
harmless by the Company from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to act pursuant to the Plan and against and from any and all amounts paid by him
or her in satisfaction of judgment in such action, suit, or proceeding against
him or her; provided he or she gives the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled pursuant to the Company's Certificate of Incorporation or
Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.

      15.7 Relationship to other Benefits. No payment pursuant to the Plan shall
be taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary except to the extent otherwise expressly
provided in writing in such other plan or an agreement thereunder.

      15.8 Expenses. The expenses of administering the Plan shall be borne by
the Company and its Subsidiaries.

      15.9 Titles and Headings. The titles and headings of the Sections in the
Plan are for convenience of reference only and, in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

                                      -22-


      15.10 Fractional Shares. No fractional shares of Stock shall be issued and
the Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional shares or whether such fractional shares shall be eliminated
by rounding up or down as appropriate.

      15.11 Limitations Applicable to Section 16 Persons. Notwithstanding any
other provision of the Plan, the Plan, and any Award granted or awarded to any
Participant who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3
under the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, the Plan and Awards
granted or awarded hereunder shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule.

      15.12 Government and Other Regulations. The obligation of the Company to
make payment of awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by government agencies as
may be required. The Company shall be under no obligation to register pursuant
to the Securities Act, as amended, any of the shares of Stock paid pursuant to
the Plan. If the shares paid pursuant to the Plan may in certain circumstances
be exempt from registration pursuant to the Securities Act, as amended, the
Company may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.

      15.13 Governing Law. The Plan and all Award Agreements shall be construed
in accordance with and governed by the laws of the State of Delaware.

      15.14 Section 409A. To the extent that the Committee determines that any
Award granted under the Plan is subject to Section 409A of the Code, the Award
Agreement evidencing such Award shall incorporate the terms and conditions
required by Section 409A of the Code. To the extent applicable, the Plan and
Award Agreements shall be interpreted in accordance with Section 409A of the
Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the Effective Date. Notwithstanding any
provision of the Plan to the contrary, in the event that following the Effective
Date the Committee determines that any Award may be subject to Section 409A of
the Code and related Department of Treasury guidance (including such Department
of Treasury guidance as may be issued after the Effective Date), the Committee
may adopt such amendments to the Plan and the applicable Award Agreement or
adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, that the
Committee determines are necessary or appropriate to (a) exempt the Award from
Section 409A of the Code and/or preserve the intended tax treatment of the
benefits provided with respect to the Award, or (b) comply with the requirements
of Section 409A of the Code and related Department of Treasury guidance.

                                      -23-


                                    * * * * *

      I hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of DealerTrack Holdings, Inc. on May 26, 2005.

                                    * * * * *

      I hereby certify that the foregoing Plan was approved by the stockholders
of DealerTrack Holdings, Inc. on May 26, 2005.

                                        ________________________________________
                                           Eric D. Jacobs, Corporate Secretary

                                      -24-

EX-10.25

                                                                   EXHIBIT 10.25

                           DEALERTRACK HOLDINGS, INC.
                      SENIOR EXECUTIVE INCENTIVE BONUS PLAN

1.    Purpose

      This Senior Executive Incentive Bonus Plan (the "Incentive Plan") is
intended to provide an incentive for superior work and to motivate eligible
executives of DealerTrack Holdings, Inc. (the "Company") and its subsidiaries
toward even higher achievement and business results, to tie their goals and
interests to those of the Company and its stockholders and to enable the Company
to attract and retain highly qualified executives. The Incentive Plan is for the
benefit of Covered Executives (as defined below).

2.    Covered Executives

      From time to time, the Compensation Committee of the Board of Directors of
the Company (the "Compensation Committee") may select certain key executives
(the "Covered Executives") to be eligible to receive bonuses hereunder.

3.    Administration

      The Compensation Committee shall have the sole discretion and authority to
administer and interpret the Incentive Plan.

4.    Bonus Determinations

      (a) A Covered Executive may receive a bonus payment under the Incentive
Plan based upon the attainment of performance objectives which are established
by the Compensation Committee and relate to financial, operational or other
metrics with respect to the Company or any of its subsidiaries (the "Performance
Goals"), including but not limited to: (i) net income (loss) (either before or
after interest, taxes, depreciation and/or amortization), (ii) sales or revenue,
(iii) acquisitions or strategic transactions, (iv) operating income (loss), (v)
cash flow (including, without limitation, operating cash flow and free cash
flow), (vi) return on capital, (vii) return on assets (including, without
limitation, return on net assets), (viii) return on stockholders' equity, (ix)
economic value added, (x) stockholder returns, (xi) return on sales, (xii) gross
or net profit margin, (xiii) productivity, (xiv) expenses, (xv) margins, (xvi)
operating efficiency, (xvii) customer satisfaction, (xviii) working capital,
(xix) earnings (loss) per share, (xx) price per share of equity securities,
(xxi) market share, and (xxii) number of customers, any of which may be measured
either in absolute terms or as compared to any incremental increase or decrease,
or as compared to results of a peer group.

      (b) Except as otherwise set forth in this Section 4(b): (i) any bonuses
paid to Covered Executives under the Incentive Plan shall be based upon
objectively determinable bonus formulas that tie such bonuses to one or more
performance objectives relating to the Performance Goals, (ii) bonus formulas
for Covered Executives shall be adopted in each performance period by the
Compensation Committee and (iii) no bonuses shall be paid to Covered Executives
unless and until the Compensation Committee makes a certification with respect
to the attainment of the performance objectives. Notwithstanding the foregoing,
the Company may pay bonuses (including, without limitation, discretionary
bonuses) to Covered Executives under the Incentive



Plan based upon such other terms and conditions as the Compensation Committee
may in its discretion determine.

      (c) The payment of a bonus to a Covered Executive with respect to a
performance period shall be conditioned upon the Covered Executive's employment
by the Company on the last day of the performance period; provided, however,
that the Compensation Committee may make exceptions to this requirement, in its
sole discretion, including, without limitation, in the case of a Covered
Executive's termination of employment, retirement, death or disability.

5. Amendment and Termination

      The Company reserves the right to amend or terminate the Incentive Plan at
any time in its sole discretion. Any amendments to the Incentive Plan shall
require stockholder approval only to the extent required by any applicable law,
rule or regulation.

6. Stockholder Approval

      No bonuses shall be paid under the Incentive Plan unless and until the
Company's stockholders shall have approved the Incentive Plan. The Incentive
Plan will be submitted for the approval of the Company's stockholders after the
initial adoption of the Plan by the Board of Directors of the Company.

7. Term of Plan

      The Incentive Plan shall become effective as of May 26, 2005. The
Incentive Plan shall expire on the earliest to occur of: (a) the first material
modification of the Incentive Plan (as defined in Treasury Regulation Section
1.162-27(h)(1)(iii)); (b) the first meeting of the Company's stockholders at
which members of the Board of Directors of the Company are to be elected that
occurs after the close of the third calendar year following the calendar year in
which occurred the first registration of an equity security of the Company under
Section 12 of the Securities Exchange Act of 1934, as amended; or (c) such other
date required by Section 162(m) of the Code and the rules and regulations
promulgated thereunder (including without limitation Treasury Regulation Section
1.162-27(f)(2)). The Incentive Plan is intended to be subject to the relief set
forth in Treasury Regulation Section 1.162-27(f)(1) and shall be interpreted
accordingly.

                                    * * * * *

      I hereby certify that the Incentive Plan was duly adopted by the Board of
Directors of DealerTrack Holdings, Inc. as of May 26, 2005.

      I hereby certify that the Incentive Plan was approved by the stockholders
of DealerTrack Holdings, Inc. as of May 26, 2005.

                                        ________________________________________
                                          Eric D. Jacobs, Corporate Secretary

                                       2

EX-10.26

                                                                   EXHIBIT 10.26

                           DEALERTRACK HOLDINGS, INC.

                      STOCK OWNERSHIP AND RETENTION PROGRAM

      This Stock Ownership and Retention Program of DealerTrack Holdings, Inc.
(the "Company") was adopted by the Company's Board of Directors (the "Board") on
May 26, 2005, to be effective upon the Public Trading Date (the "Effective
Date"). In the event that the Public Trading Date does not occur on or prior to
the first anniversary of the Effective Date, this Program will be void ab
initio.

      1.    PURPOSE

      It is the policy of the Board that each Covered Individual, consistent
with his or her responsibilities to the stockholders of the Company as a whole,
hold a significant equity interest in the Company.

      2.    SHARE OWNERSHIP AND RETENTION REQUIREMENTS

      (a) Minimum Share Requirement. The Board expects that all Covered
Individuals will make a good faith effort, depending on the circumstances, to
attain a level of Share ownership equal to the Minimum Share Requirement, as
applicable.

      (b) Counting. Shares that count toward the satisfaction of the Minimum
Share Requirement include Shares owned outright by the Covered Individual or by
his or her spouse or minor children, Shares held in trust for the benefit of the
Covered Individual or for the benefit of his or her spouse or minor children, or
Restricted Stock held pursuant to the DealerTrack Holdings, Inc. 2005 Incentive
Award Plan (the "2005 Incentive Plan") or other equity compensation plan of the
Company. Unexercised options (whether or not vested) or held pursuant to any
Company equity compensation plan will not count towards satisfaction of the
Minimum Share Requirement.

      3.    INITIAL COMPLIANCE, REPORTING AND RESTRICTIONS

      (a) Initial Compliance. Covered Individuals must attain a level of Share
ownership equal to the Minimum Share Requirement by the fifth (5th) anniversary
of the later of (i) the Effective Date or (ii) the date that such Covered
Individual commences services as an employee or director of the Company.

      (b) Reporting. Once in compliance with the Minimum Share Requirement, each
Covered Individual must sign an attestation, in such form as shall be provided
by the Company, that he or she has achieved the ownership requirement in
compliance with this Program.

      (c) Retention of Share Acquisitions. Until the Minimum Share Requirement
is achieved, and thereafter whenever the Minimum Share Requirement is not
complied with, a Covered Individual must retain twenty-five percent (25%) of all
Shares acquired by such Covered Individual pursuant to the exercise of a stock
option (net of Shares surrendered for payment, as applicable, of any option
exercise price and taxes). Once the Covered Individual achieves, and for so long
as such Covered Individual remains in compliance with, the Minimum



Share Requirement, the Covered Individual does not need to comply with this
retention restriction.

      (d) Maintaining Share Ownership. Once a Covered Individual satisfies the
Minimum Share Requirement, such Covered Individual must continue to satisfy such
requirement for as long as he or she remains a Covered Individual.

      4.    COMPLIANCE AND ENFORCEMENT

      (a) Determination of Share Ownership. Each Covered Individual's
satisfaction of the Minimum Share Requirement will be determined annually as of
December 31st in any given year, subject to Section 3(a), by the Committee.

      (b) Enforcement of Minimum Share Requirement. At the sole discretion of
the Committee of the Board, a failure of a Covered Individual to satisfy the
Minimum Share Requirement may result in the reduction of, limitation in or
cancellation of Shares such Covered Individual shall receive in subsequent
grants or awards.

      (c) Exceptions. The Minimum Share Requirement and other requirements of
this Program may be waived, at the sole discretion of the Committee, for a
Covered Individual (i) if compliance would create severe hardship, (ii) if
compliance would prevent the Covered Individual from complying with a court
order, as in the case of a divorce settlement, or (iii) when such Covered
Individual attains the age of 62. A Covered Individual may file notice with the
Company's Secretary to be presented to the Committee, advising the Committee of
the circumstances and describing the extent of the waiver requested. It is
expected that these instances will be rare.

      5.    ADMINISTRATION OF THE PROGRAM

      (a) Authority. The Committee shall conduct the general administration of
the Program in accordance with its provisions. The Committee shall have full
power and authority to interpret the Program and to adopt such rules for the
administration, interpretation and application of the Program as are consistent
therewith and to interpret, amend or revoke any such rules. The Committee may
delegate administrative duties under the Program to one or more agents as it
shall deem necessary or advisable. Any decision or action taken by the Committee
with respect to the administration or interpretation of the Program shall be
conclusive and binding on all persons.

      (b) Liability. No member of the Board shall be personally liable for any
action or determination made in good faith with respect to the Program or to any
settlement of any dispute between a Covered Individual and the Company. The
Board shall be entitled to rely upon the advice, opinions or valuations of any
attorneys, consultants, accountants, appraisers, brokers or other persons.

      6.    AMENDMENT, MODIFICATION, AND TERMINATION

      This Program may at any time or from time to time be amended, modified or
terminated by the Board.

                                        2


      7.    DEFINITIONS

      Wherever the following terms are used in the Program they shall have the
meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural where the context so indicates.

      (a) "Base Compensation" shall mean (i) with respect to Covered Individuals
who are employees of the Company, the Covered Individual's annual base salary at
the Company, excluding any bonus payments, as of the later of (A) the Effective
Date or (B) the date on which the Covered Individual's employment with the
Company commences; and (ii) with respect to Covered Individuals who are
non-employee members of the Board, the amount of the Covered Individual's annual
cash retainer (regardless of whether the Covered Individual elects to have such
annual cash retainer paid in cash or in another form), excluding chairmanship,
meeting or similar fees.

      (b) "Board" shall mean the Board of Directors of the Company.

      (c) "Committee" shall mean the Compensation Committee of the Board.

      (d) "Company" shall have the meaning set forth in the recitals.

      (e) "Covered Individual" shall mean (i) each non-employee member of the
Board; (ii) each President or Chief Executive Officer of the Company; (iii) each
Senior Vice President of the Company or a Subsidiary; (iv) each President or
Chief Executive Officer of a Subsidiary; and (v) each Vice President of the
Company or a Subsidiary.

      (f) "Effective Date" shall have the meaning set forth in the recitals.

      (g) "Fair Market Value" shall mean the fair market value (as determined by
the Committee) per Share as of the later of (i) the Effective Date or (ii) the
date that such Covered Individual commences services as an employee or director
of the Company.

      (h) "Minimum Share Requirement" shall mean the following:

            (i) For each non-employee member of the Board, Base Compensation
multiplied by four (4), divided by the Fair Market Value.

            (ii) For each President or Chief Executive Officer of the Company:
Base Compensation multiplied by six (6), divided by the Fair Market Value.

            (iii) For each Senior Vice President of the Company or a Subsidiary:
Base Compensation multiplied by two (2), divided by the Fair Market Value.

            (iv) For each President or Chief Executive Officer of a Subsidiary:
Base Compensation multiplied by two (2), divided by the Fair Market Value.

                                        3


            (v) For each Vice President of the Company or a Subsidiary: Base
Compensation multiplied by one (1), divided by the Fair Market Value.

      (i) "Program" means this Stock Ownership and Retention Program of the date
that such Covered Individual commences services as an employee or director of
the Company, as it may be amended from time to time.

      (j) "Public Trading Date" means the first date upon which Stock is listed
(or approved for listing) upon notice of issuance on any securities exchange or
designated (or approved for designation) upon notice of issuance as a national
market security on an interdealer quotation system.

      (k) "Restricted Stock" shall mean Shares granted pursuant to the 2005
Incentive Plan, or any successor plan, that are subject to certain restrictions
and risk of forfeiture.

      (l) "Shares" shall mean shares of any class, or a combination of classes,
of the Company's common stock (including restricted shares under the 2005
Incentive Plan, or any successor plan).

      (m) "Subsidiary" shall mean any "subsidiary corporation" as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder or any other entity of which a
majority of the outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Company.

                                    * * * * *

      I hereby certify that the foregoing Program was duly adopted by the Board
of Directors of DealerTrack Holdings, Inc. on May 26, 2005.

                                        ________________________________________
                                          Eric D. Jacobs, Corporate Secretary

                                       4

EX-10.27

                                                                   EXHIBIT 10.27

                           DEALERTRACK HOLDINGS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                                   ARTICLE I.

                  PURPOSE, SCOPE AND ADMINISTRATION OF THE PLAN

      1.1 Purpose and Scope.

      The purpose of the DealerTrack Holdings, Inc. Employee Stock Purchase Plan
is to assist employees of DealerTrack Holdings, Inc. and its subsidiaries in
acquiring stock ownership in the Company pursuant to a plan which is intended to
qualify as an "employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986, as amended.

      1.2 Administration of Plan.

      The Plan shall be administered by the Committee. The Committee shall have
the power to make, amend and repeal rules and regulations for the interpretation
and administration of the Plan consistent with the qualification of the Plan
under Section 423 of the Code, and the Committee also is authorized to change
the Offering Periods, Offering Dates and Exercise Dates under the Plan by
providing written notice to all Employees at least 15 days prior to the date
following which such changes will take effect. The Committee may delegate
administrative tasks under the Plan to one or more Officers of the Company. The
Committee's interpretation and decisions in respect to the Plan shall be final
and conclusive.

                                   ARTICLE II.

                                   DEFINITIONS

      Whenever the following terms are used in this Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.
The singular pronoun shall include the plural where the context so indicates.

      2.1 "Board" shall mean the Board of Directors of the Company.

      2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.

      2.3 "Committee" shall mean the Compensation Committee of the Board, which
Committee shall administer the Plan as provided in Section 1.2 above.

      2.4 "Common Stock" shall mean the common stock of the Company, par value
$.01 per share.

      2.5 "Company" shall mean DealerTrack Holdings, Inc.

                                     - 1 -


      2.6 "Compensation" shall mean the base salary, bonuses, overtime and
commissions paid to an Employee by the Company or a Designated Subsidiary in
accordance with established payroll procedures.

      2.7 "Designated Subsidiaries" shall mean the Subsidiaries that have been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan; provided however that the board shall only have the
discretion to designate Subsidiaries if the issuance of options to such
Subsidiary's Employees pursuant to the Plan would not cause the Company to incur
adverse accounting charges.

      2.8 "Effective Date" shall mean the date on which the Company's
registration statement on Form S-8 is filed with respect to the Plan and becomes
effective.

      2.9 "Eligible Employee" shall mean an Employee who (a) is customarily
scheduled to work at least 20 hours per week and (b) whose customary employment
is more than five (5) months in a calendar year.

      2.10 "Employee" shall mean any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Company or any Designated
Subsidiary.

      2.11 "Exercise Date" shall mean March 31, June 30, September 30 and
December 31.

      2.12 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

      2.13 "Fair Market Value" shall mean, as of any given date (a) the last
sales price (if Common Stock is then listed as a National Market Issue under the
NASD National Market System) or (if Common Stock is not then listed as a
National Market Issue under the NASD National Market System) the mean between
the closing representative bid and asked prices for the Common Stock on the date
immediately prior to such date on which bid and asked prices are reported by
NASDAQ or any successor quotation system; or (b) if Common Stock is not reported
by NASDAQ or a successor quotation system, the fair market value established by
the Committee acting in good faith.

      2.14 "Offering Date" shall mean each January 1, April 1, July 1 and
October 1; provided, however, that the first Offering Date under the Plan shall
be on the later of (a) January 1, 2006, or (b) the first day of the second
calendar month following the calendar month in which the Effective Date occurs.

      2.15 "Offering Period" shall mean a three-month period beginning on an
Offering Date and ending on the next succeeding Exercise Date.

      2.16 "Officer" shall mean an employee of the Company who is either an
executive officer or member of the management of the Company.

      2.17 "Participant" shall mean any Eligible Employee who elects to
participate.

      2.18 "Plan" shall mean this DealerTrack Holdings, Inc. Employee Stock
Purchase Plan, as it may be amended from time to time.

                                     - 2 -


      2.19 "Plan Account" shall mean a bookkeeping account established and
maintained by the Company or its designee in the name of each Participant.

      2.20 "Purchase Price" shall mean the purchase price of a share of Common
Stock hereunder as provided in Section 4.1 below.

      2.21 "Subsidiary" shall mean any "subsidiary corporation" as defined in
Section 424(f) of the Code and any applicable regulations promulgated
thereunder.

                                  ARTICLE III.

                                  PARTICIPATION

      3.1 Eligibility.

      An Eligible Employee may participate in the Plan if immediately after the
applicable Offering Date, that Employee would not be deemed for purposes of
Section 423(b)(3) of the Code to possess 5% or more of the total combined voting
power or value of all classes of stock of the Company or any Subsidiary.

      3.2 Election to Participate; Payroll Deductions.

      (a) An Eligible Employee may participate in the Plan only by means of
payroll deduction. An Eligible Employee may elect to participate in the Plan
during an Offering Period by delivering to the Company a written payroll
deduction authorization on a form prescribed by the Company prior to the
applicable Option Date.

      (b) Each person who, during the course of an Offering Period, first
becomes an Eligible Employee will be eligible to become a Participant in the
Plan on the first Offering Date following the day on which such person becomes
an Eligible Employee. Such person may become a Participant in the Plan by
delivering to the Company a written payroll deduction authorization on a form
prescribed by the Company prior to any applicable Offering Date. An individual
who becomes an Eligible Employee after the Offering Date on which an Offering
Period commences, may elect to participate in the Plan on any subsequent
Offering Date provided such Eligible Employee is still an Eligible Employee on
such date.

      (c) A Participant shall automatically participate in the next Offering
Period commencing immediately after the Exercise Date of each Offering Period
provided that such Participant remains an Eligible Employee on the Offering Date
of the new Offering Period and has not withdrawn from the Plan pursuant to
Section 7.1. A Participant who automatically participates in a subsequent
Offering Period, as provided in this Section, is not required to deliver an
additional payroll deduction authorization to continue participation. However, a
Participant may deliver a new payroll deduction authorization on a form
prescribed by the Company if the Participant desires to change any of the
elections contained in the Participant's then effective authorization.

      (d) Except as otherwise provided herein, the amount to be deducted under
the Plan from a Participant's Compensation on each payday during an Offering
Period shall be

                                     - 3 -


determined by the Participant's payroll deduction authorization, which shall set
forth the percentage of the Participant's Compensation to be deducted on each
payday during the Offering Period. Payroll deductions (i) shall be equal to at
least one percent (1%), but not more than twenty percent (20%), of the
Participant's Compensation as of the Offering Date; (ii) must equal at least
five dollars ($5.00) per pay period; and (iii) may be expressed either as (A) a
whole number percentage or (B) a fixed dollar amount, subject to the provisions
of Sections 5.2 and 5.3 below. Amounts deducted from a Participant's
Compensation pursuant to this Section 3.2 shall be credited to the Participant's
Plan Account.

      (e) Payroll deductions shall commence on the first payday following the
Offering Date and shall continue, unless sooner altered or terminated as
provided herein, to (i) the last payday immediately prior to the end of the
Offering Period or (ii) if the last payday coincides with the last day of the
Offering Period, on the last day of the Offering Period.

      (f) During an Offering Period, a Participant may elect to increase or
decrease the rate of or to stop deductions from his or her Compensation by
delivering to the Company's designated office an amended payroll deduction
authorization. A Participant who elects to decrease the rate of his or her
payroll deductions to zero percent (0%) shall nevertheless remain a Participant
in the current Offering Period unless such Participant withdraws from the Plan
as provided in Section 6.1.

      (g) The Company, in its sole discretion, may suspend a Participant's
payroll deductions under the Plan as the Company deems advisable to avoid
accumulating payroll deductions in excess of the amount that could reasonably be
anticipated to purchase the maximum number of shares of Common Stock permitted
during a calendar year under the limit set forth in Section 4.3. Payroll
deductions shall be resumed at the rate specified in the Participant's then
effective payroll deduction authorization at the beginning of the next Offering
Period, the Exercise Date of which falls in the following calendar year.

      (h) Individual bookkeeping accounts shall be maintained for each
Participant. All payroll deductions from a Participant's Compensation shall be
credited to such Participant's Plan Account and shall be deposited with the
general funds of the Company. All payroll deductions received or held by the
Company may be used by the Company for any corporate purpose.

      3.3 Leave of Absence.

      During paid leaves of absence approved by the Company meeting the
requirements of Regulation Section 1.421-7(h)(2) under the Code, a Participant
may continue participation in the Plan. A participant on an unpaid leave of
absence will not be permitted to make contributions to the Plan by making cash
payments to the Company.

                                     - 4 -


                                  ARTICLE IV.

                               PURCHASE OF SHARES

      4.1 Purchase Price.

      The Purchase Price per share of the Common Stock sold to Participants
hereunder shall be 85% of the Fair Market Value of such share on the Exercise
Date, but in no event shall the Purchase Price per share be less than the par
value per share ($0.01) of the Common Stock.

      4.2 Purchase of Shares.

      (a) On each Exercise Date on which he or she is employed, each Participant
will automatically and without any action on his or her part be deemed to have
exercised his or her option to purchase at the Purchase Price the largest number
of whole shares of Common Stock which can be purchased with the amount in the
Participant's Plan Account. The balance, if any, remaining in the Participant's
Plan Account (after exercise of his or her option) as of an Exercise Date shall
be carried forward to the next Offering Period, unless the Participant has
elected to withdraw from the Plan pursuant to Section 6.1 below. The Board, at
its sole discretion, may increase or decrease the maximum number of shares of
Common Stock that may be purchased during an Offering Period.

      (b) As soon as practicable following each Exercise Date, the number of
shares purchased by such Participant pursuant to subsection (a) above will be
delivered, in the Company's sole discretion, to either (i) the Participant or
(ii) an account established in the Participant's name at a stock brokerage or
other financial services firm designated by the Company. In the event the
Company is required to obtain from any commission or agency authority to issue
any such shares of Common Stock, the Company will seek to obtain such authority.
Inability of the Company to obtain from any such commission or agency authority
which counsel for the Company deems necessary for the lawful issuance of any
such shares shall relieve the Company from liability to any Participant except
to refund to him or her the amount withheld.

      4.3 Limitations on Purchase.

      No Employee shall be granted an option under the Plan which permits his or
her rights to purchase Common Stock under the Plan or any other employee stock
purchase plan of the Company or any of its Subsidiaries to accrue at a rate
which exceeds $25,000 (as measured by the Fair Market Value of such Common Stock
at the time the option is granted) for each calendar year such option is
outstanding. For purposes of this Section 4.3, the right to purchase Common
Stock under an option accrues when the option (or any portion thereof) becomes
exercisable, and the right to purchase Common Stock which has accrued under one
option under the Plan may not be carried over to any other option. In addition,
no Participant shall be permitted to purchase during each Offering Period more
than 10,000 shares of Common Stock (subject to any adjustment pursuant to
Section 5.2).

                                     - 5 -


      4.4 Transferability of Rights.

      An option granted under the Plan shall not be transferable and is
exercisable only by the Participant. No option or interest or right to the
option shall be available to pay off any debts, contracts or engagements of the
Participant or his or her successors in interest or shall be subject to
disposition by pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempt at disposition of the option shall have
no effect.

      4.5 Pro Rata Allocation of Shares.

      In the event that the number of shares of stock which might be purchased
by all Participants in the Plan on an Exercise Date exceeds the number of shares
of Common Stock available in the Plan as provided in Section 5.1, the Company
shall make a pro rata allocation of the remaining shares in as uniform a manner
as shall be practicable and as the Company shall determine to be equitable. Any
fractional share resulting from such pro rata allocation to any Participant
shall be disregarded.

      4.6 Return of Cash Balance.

      Any cash balance remaining in a Participant's Plan Account following the
close of an Offering Period shall be refunded to the Participant as soon as
practicable after such Offering Period. However, if the cash to be returned to a
Participant pursuant to the preceding sentence is an amount less than the amount
that would have been necessary to purchase an additional whole share of Common
Stock on the Exercise Date, the Company may retain such amount in the
Participant's Plan Account to be applied toward the purchase of shares of Common
Stock in the subsequent Offering Period.

                                   ARTICLE V.

                       PROVISIONS RELATING TO COMMON STOCK

      5.1 Common Stock Reserved.

      Subject to adjustment as provided in Section 5.2, the maximum number of
shares of Common Stock that shall be made available for sale under this Plan
shall be 1,500,000. Shares of Common Stock made available for sale under this
Plan may be authorized but unissued or reacquired shares reserved for issuance
under this Plan. If any option granted under the Plan shall for any reason
terminate without having been exercised, the Common Stock not purchased under
such right shall again become available for issuance under the Plan.

      5.2 Adjustment for Changes in Common Stock.

      In the event that adjustments are made in the number of outstanding shares
of Common Stock or the shares are exchanged for a different class of stock of
the Company by reason of stock dividend, stock split or other subdivision, the
Committee may make appropriate

                                     - 6 -


adjustments in (a) the number and class of shares or other securities that may
be reserved for purchase hereunder and (b) the Purchase Price of outstanding
options.

      5.3 Merger, Acquisition or Liquidation.

      In the event of the merger or consolidation of the Company into another
corporation, the acquisition by another corporation of all or substantially all
of the Company's assets or 80% or more of the Company's then outstanding voting
stock or the liquidation or dissolution of the Company, the date of exercise
with respect to outstanding options shall be the business day immediately
preceding the effective date of such merger, consolidation, acquisition,
liquidation or dissolution unless the Committee shall, in its sole discretion,
provide for the assumption or substitution of such options in a manner complying
with Section 424(a) of the Code.

      5.4 Insufficient Shares.

      If the aggregate funds available for the purchase of Common Stock on any
Exercise Date would cause an issuance of shares in excess of the number provided
for in Section 5.1 above, (a) the Committee shall proportionately reduce the
number of shares that would otherwise be purchased by each Participant in order
to eliminate such excess, and (b) the Plan shall automatically terminate
immediately after such Exercise Date.

      5.5 Rights as Stockholders.

      With respect to shares of Common Stock subject to an option, a Participant
shall not be deemed to be a stockholder and shall not have any of the rights or
privileges of a stockholder. A Participant shall have the rights and privileges
of a stockholder when, but not until, a certificate has been issued to him or
her following exercise of his or her option.

                                  ARTICLE VI.

                          TERMINATION OF PARTICIPATION

      6.1 Cessation of Contributions; Voluntary Withdrawal.

      (a) A Participant may cease payroll deductions during an Offering Period
by delivering written notice of such cessation to the Company in the manner
prescribed by the Company. Upon any such cessation, the Participant may elect
either to withdraw from the Plan pursuant to Section 6.1(b) or to have amounts
credited to his or her Plan Account held in the Plan for the purchase of Common
Stock pursuant to Section 4.2. A Participant who ceases contributions to the
Plan during any Offering Period shall not be permitted to resume contributions
to the Plan during that Offering Period.

      (b) A Participant may withdraw from the Plan at any time by written notice
to the Secretary of the Company prior to the close of business on an Exercise
Date or such earlier date as may be established by the Committee in its sole
discretion. Within 21 days after the notice of withdrawal is delivered, the
Company shall refund the entire amount, if any, in a Participant's Plan Account
to him or her, at which time, the Participant's payroll deduction authorization,
his or her interest in the Plan and his or her option under the Plan shall
terminate. Any Eligible

                                     - 7 -


Employee who withdraws from the Plan may again become a Participant in
accordance with Section 3.2 above.

      6.2 Termination of Eligibility.

      (a) If a Participant ceases to be eligible under Section 3.1 above for any
reason, the amount in such Participant's Plan Account will be refunded to the
Participant or his or her designated beneficiary or estate within 21 days of his
or her termination of employment or other cessation of eligibility.

      (b) Upon payment by the Company to the Participant or his or her
beneficiary or estate of the remaining balance, if any, in Participant's Plan
Account, the Participant's interest in the Plan and the Participant's option
under the Plan shall terminate.

                                  ARTICLE VII.

                               GENERAL PROVISIONS

      7.1 Condition of Employment.

      Neither the creation of the Plan nor an Employee's participation therein
shall be deemed to create a contract of employment, any right of continued
employment or in any way affect the right of the Company or a Designated
Subsidiary to terminate an Employee at any time with or without cause.

      7.2 Amendment of the Plan.

      (a) The Board may amend, suspend or terminate the Plan at any time and
from time to time; provided, however, that without approval of the Company's
stockholders given within 12 months before or after action by the Board, the
Plan may not be amended to increase the maximum number of shares subject to the
Plan or change the designation or class of Eligible Employees.

      (b) Upon termination of the Plan, the balance in each Participant's Plan
Account shall be refunded within 21 days of such termination.

      (c) Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board shall be entitled to change the Offering Periods, limit the frequency
and/or number of changes in the amount withheld during an Offering Period,
establish the exchange ratio applicable to amounts withheld in a currency other
than U.S. dollars, permit payroll withholding in excess of the amount designated
by a participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or procedures as the
Administrator determines in its sole discretion advisable which are consistent
with the Plan.

                                     - 8 -


      (d) In the event the Board determines that the ongoing operation of the
Plan may result in unfavorable financial accounting consequences, the Board may,
in its discretion and, to the extent necessary or desirable, modify or amend the
Plan to reduce or eliminate such accounting consequence including. Such
modifications or amendments shall not require stockholder approval or the
consent of any Plan Participants.

      7.3 Use of Funds; No Interest Paid.

      All funds received by the Company by reason of purchase of Common Stock
under this Plan will be included in the general funds of the Company free of any
trust or other restriction and may be used for any corporate purpose. No
interest will be paid to any Participant or credited under the Plan.

      7.4 Term; Approval by Stockholders.

      The Plan shall terminate on the tenth anniversary of the date of its
initial approval by the stockholders of the Company, unless earlier terminated
by action of the Board for any reason including, but not limited to, a change in
the accounting methods that would adversely affect the Company. No option may be
granted during any period of suspension of the Plan or after termination of the
Plan. The Plan will be submitted for the approval of the Company's stockholders
within 12 months before or after the date of the Board's initial adoption of the
Plan. Options may be granted prior to such stockholder approval; provided,
however, that such options shall not be exercisable prior to the time when the
Plan is approved by the stockholders; provided further that if such approval has
not been obtained by the end of the 12-month period following the Board's
initial adoption of the Plan, all options previously granted under the Plan
shall thereupon be canceled and become null and void.

      7.5 Effect Upon Other Plans.

      The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Subsidiary. Nothing in this
Plan shall be construed to limit the right of the Company or any Subsidiary (a)
to establish any other forms of incentives or compensation for employees of the
Company or any Subsidiary or (b) to grant or assume options otherwise than under
this Plan in connection with any proper corporate purpose, including, but not by
way of limitation, the grant or assumption of options in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.

      7.6 Conformity to Securities Laws.

      Notwithstanding any other provision of this Plan, this Plan and the
participation in this Plan by any individual who is then subject to Section 16
of the Exchange Act shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including
any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule. To the extent permitted by applicable law,
the Plan shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule.

                                     - 9 -


      7.7 Notice of Disposition of Shares.

      The Company may require any Participant to give the Company prompt notice
of any disposition of shares of Common Stock, acquired pursuant to the Plan,
within two years after the applicable Offering Date or within one year after the
applicable Exercise Date with respect to such shares. The Company may direct
that the certificates evidencing shares acquired pursuant to the Plan refer to
such requirement.

      7.8 Tax Withholding.

      The Company shall be entitled to require payment in cash or deduction from
other compensation payable to each Participant of any sums required by federal,
state or local tax law to be withheld with respect to any purchase of shares of
Common Stock under the Plan or any sale of such shares.

      7.9 Governing Law.

      The Plan and all rights and obligations thereunder shall be construed and
enforced in accordance with the laws of the State of Delaware.

      7.10 Equal Rights and Privileges.

      All Eligible Employees of the Company (or of any Designated Subsidiary)
will have equal rights and privileges under this Plan so that this Plan
qualifies as an "employee stock purchase plan" within the meaning of Section 423
of the Code or applicable Treasury regulations thereunder. Any provision of this
Plan that is inconsistent with Section 423 or applicable Treasury regulations
will, without further act or amendment by the Company, the Board or the
Committee, be reformed to comply with the equal rights and privileges
requirement of Section 423 or applicable Treasury regulations.

                                    * * * * *

      I hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of DealerTrack Holdings, Inc. on May 26, 2005.

      I hereby certify that the foregoing Plan was approved by the stockholders
of DealerTrack Holdings, Inc. on May 26, 2005.

                                       /s/ Eric D. Jacobs
                                       -----------------------------------------
                                             Eric D. Jacobs, Corporate Secretary

                                     - 10 -

EX-10.28

                                                                   EXHIBIT 10.28

                           DEALERTRACK HOLDINGS, INC.
                      DIRECTORS' DEFERRED COMPENSATION PLAN

                          EFFECTIVE AS OF JUNE 30, 2005

            The DealerTrack Holdings, Inc. Directors' Deferred Compensation Plan
(as it may be amended from time to time, the "Plan") has been adopted by
DealerTrack Holdings, Inc., a corporation organized under the laws of the state
of Delaware (the "Company"), effective as of June 30, 2005 (the "Effective
Date"), for the benefit of its eligible non-employee directors.

                                   ARTICLE I.
                                  DEFINITIONS

            Section 1.1 "Account" shall mean the bookkeeping account created by
the Company pursuant to Article III of this Plan in accordance with an election
by a Director to receive deferred cash compensation under Article II hereof.

            Section 1.2 "Board" shall mean the Board of Directors of the
Company.

            Section 1.3 "Change in Control" shall mean any change in the
ownership or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company, as described in Section
409A(a)(2)(A)(v) of the Code or any other "Change in Control Event" as defined
in accordance with Department of Treasury guidance promulgated pursuant to
Section 409A, including without limitation Notice 2005-1 and such other
interpretive guidance as may be issued after the Effective Date.

            Section 1.4 "Code" shall mean the Internal Revenue Code of 1986, as
amended.

            Section 1.5 "Common Stock" shall mean the common stock of the
Company, par value $0.01 per share.

            Section 1.6 "Company" shall have the meaning set forth in the
recitals hereto.

            Section 1.7 "Deferral Election Form" shall have the meaning set
forth in Section 2.3.

            Section 1.8 "Deferred Fees" shall have the meaning set forth in
Section 3.1.

            Section 1.9 "Deferred Stock Unit" shall mean the right of a Director
to receive one share of Common Stock upon a distribution of his Account in
accordance with Article IV.

            Section 1.10 "Director" shall mean a member of the Board who is not
an employee of the Company or any of its subsidiaries.



            Section 1.11 A Director shall be shall be "Disabled" if such
Director (a) is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or (b) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of the Company. The Board shall have
full and final authority, which shall be exercised in its discretion, to
determine conclusively whether a Director is Disabled, and shall make such
determination consistent with Section 409A.

            Section 1.12 "Effective Date" shall have the meaning set forth in
the recitals hereto.

            Section 1.13 "Fair Market Value" means, as of any given date, (a) if
Common Stock is traded on an exchange, the closing price of a share of Common
Stock as reported in the Wall Street Journal for the first trading date
immediately prior to such date during which a sale occurred; or (b) if Common
Stock is not traded on an exchange but is quoted on NASDAQ or a successor or
other quotation system, (i) the last sales price (if Common Stock is then listed
as a National Market Issue under the NASD National Market System) or (ii) the
mean between the closing representative bid and asked prices (in all other
cases) for the Common Stock on the date immediately prior to such date on which
sales prices or bid and asked prices, as applicable, are reported by NASDAQ or
such successor quotation system; or (c) if Common Stock is not publicly traded,
the fair market value established by the Board acting in good faith.

            Section 1.14 "Fees" shall mean cash amounts payable to a Director
for serving as a member of the Board, including without limitation any (a)
annual or other periodic retainer payments; (b) fees payable for meeting
attendance; (c) fees payable for committee membership; and (d) fees payable for
Board or committee chairmanship.

            Section 1.15 "Fund" shall have the meaning set forth in Section 3.4.

            Section 1.16 "Plan" shall have the meaning set forth in the recitals
hereto.

            Section 1.17 "Plan Year" shall mean calendar year.

            Section 1.18 "Section 409A" shall mean Section 409A of the Code and
Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation Notice 2005-1 and any regulations or
other interpretive guidance as may be issued after the Effective Date.

            Section 1.19 "Separation from Service" of a Director means his or
her "separation from service," with respect to the Company, within the meaning
of Section 409A(a)(2)(A)(i) of the Code, as determined by the Secretary of the
Treasury. The Board shall have full and final authority, which shall be
exercised in its discretion, to determine conclusively whether a Director has
had a "Separation from Service," and the date of such "Separation from Service."



            Section 1.20 A Director shall be a "Specified Employee" if such
Director is a key employee (as defined in Section 416(i) of the Code without
regard to paragraph (5) thereof) of the Company and the Company has any stock
that is publicly traded on an established securities market or otherwise, as
determined in accordance with Section 409A (including without limitation Section
409A(a)(2)(B)(i) of the Code).

            Section 1.21 "Unforeseeable Emergency" shall mean a severe financial
hardship to the Director resulting from an illness or accident of the Director,
the Director's spouse, or a dependent (as defined in Section 152(a) of the Code)
of the Director, loss of the Director's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Director. The Board shall have full and final
authority, which shall be exercised in its discretion, to determine conclusively
whether a Director has experienced an "Unforeseeable Emergency," and shall make
such determination consistent with Section 409A.

                                  ARTICLE II.
                               ELECTION TO DEFER

            Section 2.1 Initial Elections. A Director may elect, on or before
December 31 of any Plan Year, to defer payment of all or a specified part of all
Fees earned during the Plan Year following such election (and, to the extent set
forth in Section 2.2, in any succeeding Plan Years until the Director ceases to
be a Director); provided, however, that with respect to Plan Year 2005 a
Director may elect, within thirty (30) days after the Effective Date, to defer
all or a specified part of all Fees payable with respect to services rendered
after the date of the Director's initial election. Any person who shall become a
Director during any Plan Year, and who was not a Director of the Company on the
preceding December 31, may elect, no later than thirty (30) days after the
Director's term begins, to defer payment of all or a specified part of such Fees
payable with respect to services rendered during the remainder of such Plan Year
(and, to the extent set forth in Section 2.2, for any succeeding Plan Years
until the Director ceases to be a Director). Any Fees deferred pursuant to this
Paragraph shall be paid to the Director at the time(s) and in the manner
specified in Article IV hereof, as designated by the Director.

            Section 2.2 Subsequent Elections. With respect to Plan Years
following Plan Year 2005, if a Director fails to submit a Deferral Election Form
by December 31 of the Plan Year immediately prior to such Plan Year, the amount
of the deferral election for such Plan Year shall be zero; provided, however,
that, to the extent permitted by Section 409A, a Deferral Election Form may
provide that that the election shall continue from Plan Year to Plan Year unless
the Director terminates it by written request delivered to the Company's
Secretary prior to the commencement of the Plan Year for which the termination
is first effective.

            Section 2.3 Deferral Election Form. The election to participate in
the Plan and manner of payment shall be designated by submitting a deferral
election form in substantially the form attached hereto as Exhibit A (as it may
be revised from time to time, the "Deferral Election Form") to the Company's
Secretary.

                                       3


            Section 2.4 Limitations on Re-Deferrals. In the event that a
Deferral Election Form permits, under a subsequent election by the Director to
delay a distribution, or to change the form of distribution, such subsequent
election shall satisfy the requirements of Section 409A (including without
limitation Section 409A(a)(4)(C) of the Code), and:

            (a) Such subsequent election may not take effect until at least
twelve (12) months after the date on which the election is made;

            (b) In the case such subsequent election relates to a distribution
or payment not described in Section 4.1(b), (c) or (f), the first payment with
respect to such election may be deferred for a period of not less than five (5)
years from the date such distribution or payment otherwise would have been made;
and

            (c) In the case such subsequent election relates to a distribution
or payment described in Section 4.1(d), such election may not be made less than
twelve (12) months prior to the date of the first scheduled distribution or
payment under Section 4.1(d).

                                  ARTICLE III.
                         DEFERRED COMPENSATION ACCOUNTS

            Section 3.1 Bookkeeping Accounts. The Company shall maintain
separate bookkeeping accounts for the Fees deferred by each Director (the
"Deferred Fees").

            Section 3.2 Deferred Stock Units. As of the date that any Deferred
Fees would otherwise have been payable to a Director, the Company shall credit
such Director's Account with that number of Deferred Stock Units equal to the
ratio of (a) the aggregate value of such Deferred Fees, to (b) the Fair Market
Value per share of Common Stock as of such date.

            Section 3.3 Dividends. As of the date the Company pays any dividend
(whether in cash or in kind) on shares of Common Stock, each Director's Deferred
Compensation Account shall be credited with that number of Deferred Stock Units
equal to the ratio of (a) the aggregate value of the dividend that would have
been payable on the Deferred Stock Units held by the Director immediately prior
to such payment date had the shares of Common Stock represented by such Deferred
Stock Units been outstanding as of such payment date to (b) the Fair Market
Value per share of Common Stock as of such date.

            Section 3.4 Unsecured General Creditor; Fund. Deferred Fees and any
deemed earnings with respect thereto shall be held in the general assets of the
Company and no separate fund or trust shall be created or moneys set aside on
account of the Account. To the extent that any person acquires a right to
receive distributions from the Company under the Plan, such right shall be no
greater than the right of any unsecured general creditor of the Company.
Notwithstanding the foregoing, the Board, in its discretion, may elect to
establish a fund (the "Fund") containing assets equal to the amounts credited to
Directors' Accounts, and may elect in its discretion to designate a trustee to
hold the Fund in trust; provided, however, that such Fund shall remain a general
asset of the Company subject to the rights of creditors of the Company in the
event of the Company's bankruptcy or insolvency as defined in any such trust.

                                       4


                                   ARTICLE IV.
                        PAYMENT OF DEFERRED COMPENSATION

            Section 4.1 Distributions. Subject to Sections 4.1(a)-(f) and 4.2,
amounts contained in a Director's Account shall be distributed as the Director's
election (made pursuant to Section 2.3) shall provide. Notwithstanding the
foregoing, all amounts contained in a Director's account shall be distributed in
accordance with the requirements of Section 409A (including without limitation
Section 409A(a)(2) of the Code), and shall not be distributed earlier than:

            (a) The date of the Director's Separation from Service;

            (b) The date the Director becomes Disabled;

            (c) The date of the Director's death;

            (d) A specified time (or pursuant to a fixed schedule) specified
under the Deferral Election Form at the date of the deferral compensation;

            (e) To the extent provided by the Secretary of the Treasury, a
Change in Control; or

            (f) The occurrence of an unforeseeable emergency with respect to the
Director. The requirement of this Section 4.1(f) shall be met only if, as
determined under Treasury Regulations under Section 409A(a)(2)(B)(ii) of the
Code, the amounts distributed with respect to the unforeseeable emergency do not
exceed the amounts necessary to satisfy such unforeseeable emergency plus
amounts necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which such unforeseeable
emergency is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Director's assets (to the extent
the liquidation of such assets would not itself cause severe financial
hardship).

            Section 4.2 Specified Employee. If at the time any distributions
would otherwise be made to a Director pursuant to Section 4.1(a) the Director is
a Specified Employee, the requirement of paragraph 4.1(a) shall be met only if
the distributions may not be made before the date which is six months after the
Director's Separation from Service (or, if earlier, the date of the Director's
death).

            Section 4.3 Form of Distribution. All distributions from the Plan
shall be made in the form of whole shares of Common Stock with fractional shares
paid in cash.

            Section 4.4 No Acceleration. The time or schedule of any
distribution of any shares of Common Stock shall not be accelerated, except as
otherwise permitted under Section 409A (including without limitation Section
409A(a)(3) of the Code).

            Section 4.5 Beneficiary Designation. Each Director shall have the
right to designate a beneficiary who is to succeed to his or her right to
receive payments hereunder in the

                                       5


event of death. Except as may otherwise be provided in any Deferral Election
Form, in the event of the Director's death, the balance of the amounts contained
in the Director's Account shall be paid, in accordance with Section 4.1, to the
Director's or former Director's beneficiary (or if no beneficiary has been
designated, to his estate) in full on the first day of the Plan Year following
the Plan Year in which he or she dies. No designation of beneficiary or change
in beneficiary shall be valid unless it is in writing signed by the Director and
filed with the Company's Secretary.

                                   ARTICLE V.
                            ADMINISTRATION; AMENDMENT

            Section 5.1 Administration. The Plan shall be administered by the
Board. The Board may delegate certain administrative authority to a committee or
subcommittee of the Board or to one or more employees of the Company, but shall
retain the ultimate responsibility for the interpretation of, and amendments to,
the Plan. Members of the Board shall not be liable for any of their actions or
determinations made in good faith with respect to the administration of the
Plan. Except to the extent superseded by the laws of the United States, the laws
of the State of Delaware, without regard to its conflict of laws principles,
shall govern in all matters relating to the Plan. All expenses related to plan
administration shall be paid by the Company. All decisions made by the Board
with respect to issues hereunder shall be final and binding on all parties.

            Section 5.2 Change in Capitalization of the Company. In the event of
any stock dividend, stock split, combination or exchange of shares, merger,
consolidation, spin-off, recapitalization or any other corporate event affecting
the Common Stock or the share price of the Common Stock, the Board may, in its
sole discretion, make such equitable adjustments, if any, with respect to the
Directors' Accounts (including, without limitation, adjusting the number of
Deferred Stock Units credited thereto and/or the kind of securities represented
thereby), as the Board may deem necessary or appropriate to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under this Plan and to reflect such changes.

            Section 5.3 Nonassignability. Except to the extent required by law,
the right of any Director or any beneficiary to any benefit or to any payment
hereunder shall not be subject in any manner to attachment or other legal
process for the debts of such Director or beneficiary, and any such benefit or
payment shall not be subject to alienation, sale, transfer, assignment or
encumbrance.

            Section 5.4 Amendment. The Plan may be amended, suspended or
terminated in whole or in part from time to time by the Board except that,
except as set forth in Section 5.5, no amendment, suspension, or termination
shall apply to the payment to any Director or beneficiary of a deceased Director
of any amounts previously credited to a Director's Account.

            Section 5.5 Section 409A. The Plan and Deferral Election Form shall
be interpreted in accordance with, and shall comply in form and operation with,
Section 409A. Notwithstanding any provision of the Plan to the contrary, the
Board may adopt such amendments to the Plan and the applicable Deferral Election
Form or adopt other policies and

                                       6


procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, that the Board determines are necessary or
appropriate to (a) exempt the deferral from Section 409A of the Code and/or
preserve the intended tax treatment of the benefits provided with respect to the
deferral, or (b) comply with the requirements of Section 409A (including without
limitation any related Department of Treasury guidance).

                                    * * * * *

            I hereby certify that the Plan was adopted by the Board of Directors
of DealerTrack Holdings, Inc. on May 26, 2005, effective as of June 30, 2005.

                                              __________________________________
                                              Eric D. Jacobs, Secretary

                                       7

EX-10.29

                                                                   EXHIBIT 10.29

                           DEALERTRACK HOLDINGS, INC.
                      EMPLOYEES' DEFERRED COMPENSATION PLAN

                          EFFECTIVE AS OF JUNE 30, 2005

            The DealerTrack Holdings, Inc. Employees' Deferred Compensation Plan
(as it may be amended from time to time, the "Plan") has been adopted by
DealerTrack Holdings, Inc., a corporation organized under the laws of the state
of Delaware (the "Company"), effective as of June 30, 2005 (the "Effective
Date"), for the benefit of certain of its employees.

            The Plan is a nonqualified deferred compensation plan pursuant to
which the Company (as hereinafter defined) and its affiliates may defer
compensation on behalf of certain employees. The Plan is maintained primarily
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees, within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended.

                                   ARTICLE I.
                                   DEFINITIONS

            Section 1.1 "Account" shall mean the bookkeeping account created by
the Company pursuant to Article III of this Plan in accordance with an election
by an Employee to receive deferred cash compensation under Article II hereof.

            Section 1.2 "Board" shall mean the Board of Directors of the
Company.

            Section 1.3 "Bonus" shall mean any annual or periodic cash bonus or
compensation, other than base salary, received by an Employee, including,
without limitation, any payments received pursuant to the DealerTrack Holdings,
Inc. Senior Executive Incentive Bonus Plan.

            Section 1.4 "Change in Control" shall mean any change in the
ownership or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company, as described in Section
409A(a)(2)(A)(v) of the Code or any other "Change in Control Event" as defined
in accordance with Department of Treasury guidance promulgated pursuant to
Section 409A, including without limitation Notice 2005-1 and such other
interpretive guidance as may be issued after the Effective Date.

            Section 1.5 "Code" shall mean the Internal Revenue Code of 1986, as
amended.

            Section 1.6 "Committee" shall mean the Compensation Committee of the
Board.

            Section 1.7 "Common Stock" shall mean the common stock of the
Company, par value $0.01 per share.



            Section 1.8 "Company" shall have the meaning set forth in the
recitals hereto.

            Section 1.9 "Deferral Election Form" shall have the meaning set
forth in Section 2.3.

            Section 1.10 "Deferred Bonuses" shall have the meaning set forth in
Section 3.1.

            Section 1.11 "Deferred Stock Unit" shall mean the right of an
Employee to receive one share of Common Stock upon a distribution of his Account
in accordance with Article IV.

            Section 1.12 An Employee shall be "Disabled" if such Employee (a) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or (b) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health
plan covering employees of the Employer. The Committee shall have full and final
authority, which shall be exercised in its discretion, to determine conclusively
whether an Employee is Disabled, and shall make such determination consistent
with Section 409A.

            Section 1.13 "Effective Date" shall have the meaning set forth in
the recitals hereto.

            Section 1.14 "Employee" shall mean a person who is an employee of
any Employer and who is a member of a select group of management or highly
compensated employees, within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended.

            Section 1.15 "Employer" shall mean the Company and any of its
subsidiaries that are selected by the Board to participate in the Plan.

            Section 1.16 "Fair Market Value" means, as of any given date, (a) if
Common Stock is traded on an exchange, the closing price of a share of Common
Stock as reported in the Wall Street Journal for the first trading date
immediately prior to such date during which a sale occurred; or (b) if Common
Stock is not traded on an exchange but is quoted on NASDAQ or a successor or
other quotation system, (i) the last sales price (if Common Stock is then listed
as a National Market Issue under the NASD National Market System) or (ii) the
mean between the closing representative bid and asked prices (in all other
cases) for the Common Stock on the date immediately prior to such date on which
sales prices or bid and asked prices, as applicable, are reported by NASDAQ or
such successor quotation system; or (c) if Common Stock is not publicly traded,
the fair market value established by the Board acting in good faith.

            Section 1.17 "Fund" shall have the meaning set forth in Section 3.4.

                                        2


            Section 1.18 "Plan" shall have the meaning set forth in the recitals
hereto.

            Section 1.19 "Plan Year" shall mean calendar year.

            Section 1.20 "Performance-Based Compensation" shall mean
performance-based compensation payable to the Employee based on services
performed over a period of at least twelve months, determined in accordance with
Section 409A.

            Section 1.21 "Section 409A" shall mean Section 409A of the Code and
Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation Notice 2005-1 and any regulations or
other interpretive guidance as may be issued after the Effective Date.

            Section 1.22 "Separation from Service" of an Employee means his or
her "separation from service," with respect to the Employers, within the meaning
of Section 409A(a)(2)(A)(i) of the Code, as determined by the Secretary of the
Treasury. The Committee shall have full and final authority, which shall be
exercised in its discretion, to determine conclusively whether an Employee has
had a "Separation from Service," and the date of such "Separation from Service."

            Section 1.23 An Employee shall be a "Specified Employee" if such
Employee is a key employee (as defined in Section 416(i) of the Code without
regard to paragraph (5) thereof) of the Company and the Company has any stock
that is publicly traded on an established securities market or otherwise, as
determined in accordance with Section 409A (including without limitation Section
409A(a)(2)(B)(i) of the Code).

            Section 1.24 "Unforeseeable Emergency" shall mean a severe financial
hardship to the Employee resulting from an illness or accident of the Employee,
the Employee's spouse, or a dependent (as defined in Section 152(a) of the Code)
of the Employee, loss of the Employee's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Employee. The Committee shall have full and
final authority, which shall be exercised in its discretion, to determine
conclusively whether an Employee has experienced an "Unforeseeable Emergency,"
and shall make such determination consistent with Section 409A.

                                  ARTICLE II.
                                ELECTION TO DEFER

            Section 2.1 Initial Elections. An Employee may elect, on or before
December 31 of any Plan Year, to defer payment of all or a specified part of any
Bonuses earned during the Plan Year following such election (and, to the extent
set forth in Section 2.2, in any succeeding Plan Years until the Employee ceases
to be a Employee); provided, however, that with respect to Plan Year 2005 an
Employee may elect, within thirty (30) days after the Effective Date, to defer
all or a specified part of all Bonuses payable with respect to services rendered
after the date of the Employee's initial election. Any person who shall become
an Employee during any Plan Year, and who was not an Employee of the Company on
the preceding December 31, may elect, no later than thirty (30) days after the
Employee becomes eligible to participate in the Plan, to

                                        3


defer payment of all or a specified part of such Bonuses payable with respect to
services rendered during the remainder of such Plan Year (and, to the extent set
forth in Section 2.2, for any succeeding Plan Years until the Employee ceases to
be an Employee). Any Bonuses deferred pursuant to this Paragraph shall be paid
to the Employee at the time(s) and in the manner specified in Article IV hereof,
as designated by the Employee.

            Section 2.2 Subsequent Elections. With respect to Plan Years
following Plan Year 2005, if an Employee fails to submit a Deferral Election
Form by December 31 of the Plan Year immediately prior to such Plan Year, the
amount of the deferral election for such Plan Year shall be zero; provided,
however, that, to the extent permitted by Section 409A, a Deferral Election Form
may provide that that the election shall continue from Plan Year to Plan Year
unless the Employee terminates it by written request delivered to the Company's
Secretary prior to the commencement of the Plan Year for which the termination
is first effective.

            Section 2.3 Deferral Election Form. The election to participate in
the Plan and manner of payment shall be designated by submitting a deferral
election form in substantially the form attached hereto as Exhibit A (as it may
be revised from time to time, the "Deferral Election Form") to the Company's
Secretary.

            Section 2.4 Limitations on Re-Deferrals. In the event that a
Deferral Election Form permits, under a subsequent election by the Employee to
delay a distribution, or to change the form of distribution, such subsequent
election shall satisfy the requirements of Section 409A (including without
limitation Section 409A(a)(4)(C) of the Code), and:

            (a) Such subsequent election may not take effect until at least
twelve (12) months after the date on which the election is made;

            (b) In the case such subsequent election relates to a distribution
or payment not described in Section 4.1(b), (c) or (f), the first payment with
respect to such election may be deferred for a period of not less than five (5)
years from the date such distribution or payment otherwise would have been made;
and

            (c) In the case such subsequent election relates to a distribution
or payment described in Section 4.1(d), such election may not be made less than
twelve (12) months prior to the date of the first scheduled distribution or
payment under Section 4.1(d).

            Section 2.5 Performance-Based Compensation. Notwithstanding any
provision of the Plan to the contrary, the Committee may, in its sole
discretion, determine that an Employee may elect to irrevocably defer all or a
portion of any Performance Based Compensation such Employee may be entitled to
receive, provided that such election is made no later than six months before the
end of the performance period relating to such Performance-Based Compensation.

                                        4


                                  ARTICLE III.
                         DEFERRED COMPENSATION ACCOUNTS

            Section 3.1 Bookkeeping Accounts. The Company shall maintain
separate bookkeeping accounts for the Bonuses deferred by each Employee (the
"Deferred Bonuses").

            Section 3.2 Deferred Stock Units. As of the date that any Deferred
Bonuses would otherwise have been payable to an Employee, the Company shall
credit such Employee's Account with that number of Deferred Stock Units equal to
the ratio of (a) the aggregate value of such Deferred Bonuses, to (b) the Fair
Market Value per share of Common Stock as of such date.

            Section 3.3 Dividends. As of the date the Company pays any dividend
(whether in cash or in kind) on shares of Common Stock, each Employee's Deferred
Compensation Account shall be credited with that number of Deferred Stock Units
equal to the ratio of (a) the aggregate value of the dividend that would have
been payable on the Deferred Stock Units held by the Employee immediately prior
to such payment date had the shares of Common Stock represented by such Deferred
Stock Units been outstanding as of such payment date to (b) the Fair Market
Value per share of Common Stock as of such date.

            Section 3.4 Unsecured General Creditor; Fund. Deferred Bonuses and
any deemed earnings with respect thereto shall be held in the general assets of
the Company and no separate fund or trust shall be created or moneys set aside
on account of the Account. To the extent that any person acquires a right to
receive distributions from the Company under the Plan, such right shall be no
greater than the right of any unsecured general creditor of the Company.
Notwithstanding the foregoing, the Committee, in its discretion, may elect to
establish a fund (the "Fund") containing assets equal to the amounts credited to
Employees' Accounts, and may elect in its discretion to designate a trustee to
hold the Fund in trust; provided, however, that such Fund shall remain a general
asset of the Company subject to the rights of creditors of the Company in the
event of the Company's bankruptcy or insolvency as defined in any such trust.

                                  ARTICLE IV.
                        PAYMENT OF DEFERRED COMPENSATION

            Section 4.1 Distributions. Subject to Sections 4.1(a)-(f) and 4.2,
amounts contained in an Employee's Account shall be distributed as the
Employee's election (made pursuant to Section 2.3) shall provide.
Notwithstanding the foregoing, all amounts contained in an Employee's account
shall be distributed in accordance with the requirements of Section 409A
(including without limitation Section 409A(a)(2) of the Code), and shall not be
distributed earlier than:

            (a) The date of the Employee's Separation from Service;

            (b) The date the Employee becomes Disabled;

            (c) The date of the Employee's death;

                                        5


            (d) A specified time (or pursuant to a fixed schedule) specified
under the Deferral Election Form at the date of the deferral compensation;

            (e) To the extent provided by the Secretary of the Treasury, a
Change in Control; or

            (f) The occurrence of an Unforeseeable Emergency with respect to the
Employee. The requirement of this Section 4.1(f) shall be met only if, as
determined under Treasury Regulations under Section 409A(a)(2)(B)(ii) of the
Code, the amounts distributed with respect to the Unforeseeable Emergency do not
exceed the amounts necessary to satisfy such Unforeseeable Emergency plus
amounts necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which such Unforeseeable
Emergency is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Employee's assets (to the extent
the liquidation of such assets would not itself cause severe financial
hardship).

            Section 4.2 Specified Employee. If at the time any distributions
would otherwise be made to an Employee pursuant to Section 4.1(a) the Employee
is a Specified Employee, the requirement of paragraph 4.1(a) shall be met only
if the distributions may not be made before the date which is six months after
the Employee's Separation from Service (or, if earlier, the date of the
Employee's death).

            Section 4.3 Form of Distribution. All distributions from the Plan
shall be made in the form of whole shares of Common Stock with fractional shares
paid in cash.

            Section 4.4 No Acceleration. The time or schedule of any
distribution of any shares of Common Stock shall not be accelerated, except as
otherwise permitted under Section 409A (including without limitation Section
409A(a)(3) of the Code).

            Section 4.5 Beneficiary Designation. Each Employee shall have the
right to designate a beneficiary who is to succeed to his or her right to
receive payments hereunder in the event of death. Except as may otherwise be
provided in any Deferral Election Form, in the event of the Employee's death,
the balance of the amounts contained in the Employee's Account shall be paid, in
accordance with Section 4.1, to the Employee's or former Employee's beneficiary
(or if no beneficiary has been designated, to his estate) in full on the first
day of the Plan Year following the Plan Year in which he or she dies. No
designation of beneficiary or change in beneficiary shall be valid unless it is
in writing signed by the Employee and filed with the Company's Secretary.

                                   ARTICLE V.
                            ADMINISTRATION; AMENDMENT

            Section 5.1 Administration. The Plan shall be administered by the
Committee. The Committee may delegate certain administrative authority to a
subcommittee of the Committee or to one or more employees of the Company, but
shall retain the ultimate responsibility for the interpretation of, and
amendments to, the Plan. Members of the Committee shall not be liable for any of
their actions or determinations made in good faith with respect to

                                        6


the administration of the Plan. Except to the extent superseded by the laws of
the United States, the laws of the State of Delaware, without regard to its
conflict of laws principles, shall govern in all matters relating to the Plan.
All expenses related to plan administration shall be paid by the Company. All
decisions made by the Committee with respect to issues hereunder shall be final
and binding on all parties.

            Section 5.2 Change in Capitalization of the Company. In the event of
any stock dividend, stock split, combination or exchange of shares, merger,
consolidation, spin-off, recapitalization or any other corporate event affecting
the Common Stock or the share price of the Common Stock, the Committee may, in
its sole discretion, make such equitable adjustments, if any, with respect to
the Employees' Accounts (including, without limitation, adjusting the number of
Deferred Stock Units credited thereto and/or the kind of securities represented
thereby), as the Committee may deem necessary or appropriate to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available under this Plan and to reflect such changes.

            Section 5.3 Nonassignability. Except to the extent required by law,
the right of any Employee or any beneficiary to any benefit or to any payment
hereunder shall not be subject in any manner to attachment or other legal
process for the debts of such Employee or beneficiary, and any such benefit or
payment shall not be subject to alienation, sale, transfer, assignment or
encumbrance.

            Section 5.4 Amendment. The Plan may be amended, suspended or
terminated in whole or in part from time to time by the Committee except that,
except as set forth in Section 5.5, no amendment, suspension, or termination
shall apply to the payment to any Employee or beneficiary of a deceased Employee
of any amounts previously credited to a Employee's Account.

            Section 5.5 Section 409A. The Plan and Deferral Election Form shall
be interpreted in accordance with, and shall comply in form and operation with,
Section 409A. Notwithstanding any provision of the Plan to the contrary, the
Committee may adopt such amendments to the Plan and the applicable Deferral
Election Form or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions,
that the Committee determines are necessary or appropriate to (a) exempt the
deferral from Section 409A of the Code and/or preserve the intended tax
treatment of the benefits provided with respect to the deferral, or (b) comply
with the requirements of Section 409A (including without limitation any related
Department of Treasury guidance).

                                    * * * * *

            I hereby certify that the Plan was adopted by the Board of Directors
of DealerTrack Holdings, Inc. on May 26, 2005, effective as of June 30, 2005.

                                                       _________________________
                                                       Eric D. Jacobs, Secretary

                                        7

EX-10.30

                                                                   EXHIBIT 10.30

                          DEALERTRACK, INC. 401-K PLAN

Defined Contribution Plan 8.0

Restated September 1, 2004



                                TABLE OF CONTENTS

INTRODUCTION

ARTICLE 1                  FORMAT AND DEFINITIONS

     Section 1.01      --  Format
     Section 1.02      --  Definitions

ARTICLE II                 PARTICIPATION

     Section 2.01      --  Active Participant
     Section 2.02      --  Inactive Participant
     Section 2.03      --  Cessation of Participation
     Section 2.04      --  Adopting Employers - Single Plan

ARTICLE III                CONTRIBUTIONS

     Section 3.01      --  Employer Contributions
     Section 3.01 A    --  Rollover Contributions
     Section 3.02      --  Forfeitures
     Section 3.03      --  Allocation
     Section 3.04      --  Contribution Limitation
     Section 3.05      --  Excess Amounts

ARTICLE IV                 INVESTMENT OF CONTRIBUTIONS

     Section 4.01      --  Investment and Timing of Contributions

ARTICLE V                  BENEFITS

     Section 5.01      --  Retirement Benefits
     Section 5.02      --  Death Benefits
     Section 5.03      --  Vested Benefits
     Section 5.04      --  When Benefits Start
     Section 5.05      --  Withdrawal Benefits
     Section 5.06      --  Loans to Participants
     Section 5.07      --  Distributions Under Qualified Domestic Relations
                           Orders

ARTICLE VI                 DISTRIBUTION OF BENEFITS

     Section 6.01      --  Automatic Forms of Distribution
     Section 6.02      --  Optional Forms of Distribution
     Section 6.03      --  Election Procedures
     Section 6.04      --  Notice Requirements

RESTATEMENT SEPTEMBER 1, 2004          3           TABLE OF CONTENTS (4-48179)-1



ARTICLE VII                DISTRIBUTION REQUIREMENTS

     Section 7.01      --  Application
     Section 7.02      --  Definitions
     Section 7.03      --  Distribution Requirements

ARTICLE VIII               TERMINATION OF THE PLAN

ARTICLE IX                 ADMINISTRATION OF THE PLAN

     Section 9.01      --  Administration
     Section 9.02      --  Expenses
     Section 9.03      --  Records
     Section 9.04      --  Information Available
     Section 9.05      --  Claim and Appeal Procedures
     Section 9.06      --  Delegation of Authority
     Section 9.07      --  Exercise of Discretionary Authority
     Section 9.08      --  Transaction Processing

ARTICLE X                  GENERAL PROVISIONS

     Section 10.01     --  Amendments
     Section 10.02     --  Direct Rollovers
     Section 10.03     --  Mergers and Direct Transfers
     Section 10.04     --  Provisions Relating to the Insurer and Other
                           Parties
     Section 10.05     --  Employment Status
     Section 10.06     --  Rights to Plan Assets
     Section 10.07     --  Beneficiary
     Section 10.08     --  Nonalienation of Benefits
     Section 10.09     --  Construction
     Section 10.10     --  Legal Actions
     Section 10.11     --  Small Amounts
     Section 10.12     --  Word Usage
     Section 10.13     --  Change in Service Method
     Section 10.14     --  Military Service

ARTICLE XI                 TOP-HEAVY PLAN REQUIREMENTS

     Section 11.01     --  Application
     Section 11.02     --  Definitions
     Section 11.03     --  Modification of Vesting Requirements
     Section 11.04     --  Modification of Contributions

PLAN EXECUTION

RESTATEMENT SEPTEMBER 1, 2004          4           TABLE OF CONTENTS (4-48179)-1



                                  INTRODUCTION

      The Primary Employer previously established a 401(k) plan on January 1,
2001.

      The Primary Employer is of the opinion that the plan should be changed. It
believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement, effective
September 1, 2004, is set forth in this document and is substituted in lieu of
the prior document with the exception of the Economic Growth and Tax Relief
Reconciliation Act of 2001 (EGTRRA) good faith compliance amendment and any
model amendment. Such amendment(s) shall continue to apply to this restated plan
until such provisions are integrated into the plan or such amendment(s) are
superseded by another amendment.

      The restated plan continues to be for the exclusive benefit of employees
of the Employer. All persons covered under the plan on August 31, 2004, shall
continue to be covered under the restated plan with no loss of benefits.

      It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the internal Revenue Code of 1986, including any later
amendments to the Code.

RESTATEMENT SEPTEMBER 1, 2004             5             INTRODUCTION (4-48179)-1



                                    ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

      Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

      These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

      Account means, for a Participant, his share of the Plan Fund. Separate
      accounting records are kept for those parts of his Account that result
      from:

      (a)   Elective Deferral Contributions

      (b)   Matching Contributions

      (c)   Qualified Nonelective Contributions

      (d)   Rollover Contributions

      If the Participant's Vesting Percentage is less than 100% as to any of the
      Employer Contributions, a separate accounting record will be kept for any
      part of his Account resulting from such Employer Contributions and, if
      there has been a prior Forfeiture Date, from such Contributions made
      before a prior Forfeiture Date.

      A Participant's Account shall be reduced by any distribution of his Vested
      Account and by any Forfeitures. A Participant's Account shall participate
      in the earnings credited, expenses charged, and any appreciation or
      depreciation of the Investment Fund. His Account is subject to any minimum
      guarantees applicable under the Annuity Contract or other investment
      arrangement and to any expenses associated therewith.

      ACCRUAL COMPUTATION PERIOD means a consecutive 12-month period ending on
      the last day of each Plan Year, including corresponding consecutive
      12-month periods before January 1, 2001.

      ACP TEST means the nondiscrimination test described in Code Section
      401(m)(2) as provided for in subparagraph (d) of the EXCESS AMOUNTS
      SECTION of Article III.

      ACTIVE PARTICIPANT means an Eligible Employee who is actively
      participating in the Plan according to the provisions in the ACTIVE
      PARTICIPANT SECTION of Article II.

      ADOPTING EMPLOYER means an employer which is a Controlled Group member and
      which is listed in the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of Article
      II.

RESTATEMENT SEPTEMBER 1, 2004               6              ARTICLE I (4-48179)-1



      ADP TEST means the nondiscrimination test described in Code Section
      401(k)(3) as provided for in subparagraph (c) of the EXCESS AMOUNTS
      SECTION of Article III.

      AFFILIATED SERVICE GROUP means any group of corporations, partnerships or
      other organizations of which the Employer is a part and which is
      affiliated within the meaning of Code Section 414(m) and regulations
      thereunder. Such a group includes at least two organizations one of which
      is either a service organization (that is, an organization the principal
      business of which is performing services), or an organization the
      principal business of which is performing management functions on a
      regular and continuing basis. Such service is of a type historically
      performed by employees. In the case of a management organization, the
      Affiliated Service Group shall include organizations related, within the
      meaning of Code Section 144(a)(3), to either the management organization
      or the organization for which it performs management functions. The term
      Controlled Group, as it is used in this Plan, shall include the term
      Affiliated Service Group.

      ALTERNATE PAYEE means any spouse, former spouse, child, or other dependent
      of a Participant who is recognized by a qualified domestic relations order
      as having a right to receive all, or a portion of, the benefits payable
      under the Plan with respect to such Participant.

      ANNUAL COMPENSATION means, for a Plan Year, the Employee's Compensation
      for the Compensation Year ending with or within the consecutive 12-month
      period ending on the last day of the Plan Year.

      Annual Compensation shall only include Compensation received while an
      Active Participant.

      ANNUITY CONTRACT means the annuity contract or contracts into which the
      Trustee enters with the Insurer for guaranteed benefits, for the
      investment of Contributions in separate accounts, and for the payment of
      benefits under this Plan. The term Annuity Contract as it is used in this
      Plan shall include the plural unless the context clearly indicates the
      singular is meant.

      ANNUITY STARTING DATE means, for a Participant, the first day of the first
      period for which an amount is payable as an annuity or any other form.

      BENEFICIARY means the person or persons named by a Participant to receive
      any benefits under the Plan when the Participant dies. See the BENEFICIARY
      SECTION of Article X.

      CLAIMANT means any person who makes a claim for benefits under this Plan.
      See the CLAIM AND APPEAL PROCEDURES SECTION of Article IX.

      CODE means the Internal Revenue Code of 1986, as amended.

      COMPENSATION means, except for purposes of the CONTRIBUTION LIMITATION
      SECTION of Article III and Article XI, the total earnings, except as
      modified in this definition, paid or made available to an Employee by the
      Employer during any specified period.

      "Earnings" in this definition means wages within the meaning of Code
      Section 3401(a) and all other payments of compensation to an Employee by
      the Employer (in the course of the Employer's trade or business) for which
      the Employer is required to furnish the Employee a written statement under
      Code Sections 6041(d), 6051(a)(3), and 6052. Earnings must be determined
      without regard to any rules under Code Section 3401(a) that limit the
      remuneration included in wages based on the nature or

RESTATEMENT SEPTEMBER 1, 2004              7               ARTICLE I (4-48179)-1



      location of the employment or the services performed (such as the
      exception for agricultural labor in Code Section 3401(a)(2)). The amount
      reported in the "Wages, Tips and Other Compensation" box on Form W-2
      satisfies this definition.

      For any Self-employed individual, Compensation means Earned Income.

      Compensation shall exclude reimbursements or other expense allowances,
      fringe benefits (cash and noncash), moving expenses, deferred compensation
      (other than elective contributions), end welfare benefits.

      For purposes of determining the allocation or amount of

            Elective Deferral Contributions
            Matching Contributions
            Qualified Nonelective Contributions

      Compensation shall exclude the following:

            bonuses
            overtime pay

      Compensation shall also include elective contributions. For this purpose,
      elective contributions are amounts contributed by the Employer pursuant to
      a salary reduction agreement and which are not includible in the gross
      income of the Employee under Code Section 125, 132(f)(4), 402(e)(3),
      402(h)(1)(B), or 403(b). Elective contributions also include compensation
      deferred under a Code Section 457 plan maintained by the Employer and
      employee contributions "picked up" by a governmental entity and, pursuant
      to Code Section 414(h)(2), treated as Employer contributions.

      For purposes of the EXCESS AMOUNTS SECTION at Article III, the Employer
      may elect to use an alternative nondiscriminatory definition of
      Compensation in accordance with the regulations under Code Section 414(s).

      For Plan Years beginning on or after January 1, 1994, the annual
      Compensation of each Participant taken into account for determining all
      benefits provided under the Plan for any determination period shall not
      exceed $150,000, as adjusted for increases in the cost-of-living in
      accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment
      in effect for a calendar year applies to any determination period
      beginning in such calendar year.

      If a determination period consists of fewer than 12 months, the annual
      limit is an amount equal to the otherwise applicable annual limit
      multiplied by a fraction. The numerator of the fraction is the number of
      months in the short determination period, and the denominator of the
      fraction is 12.

      If Compensation for any prior determination period is taken into account
      in determining a Participant's contributions or benefits for the current
      Plan Year, the Compensation for such prior determination period is subject
      to the applicable annual compensation limit in effect for that
      determination period. For this purpose, in determining contributions or
      benefits in Plan Years beginning on or after January 1, 1994, the annual
      compensation limit in effect for determination periods beginning before
      that date is $150,000.

RESTATEMENT SEPTEMBER 1, 2004              8               ARTICLE I (4-48179)-1



      Compensation means, for a Leased Employee, Compensation for the services
      the Leased Employee performs for the Employer, determined in the same
      manner as the Compensation of Employees who are not Leased Employees,
      regardless of whether such Compensation is received directly from the
      Employer or from the leasing organization.

      COMPENSATION YEAR means the consecutive 12-month period ending on the last
      day of each Plan Year, including corresponding periods before January 1,
      2001.

      CONTINGENT ANNUITANT means an individual named by the Participant to
      receive a lifetime benefit after the Participant's death in accordance
      with a survivorship life annuity.

      CONTRIBUTIONS means

            Elective Deferral Contributions
            Matching Contributions
            Qualified Nonelective Contributions
            Rollover Contributions

      as set out in Article III, unless the context clearly indicates only
      specific contributions are meant.

      CONTROLLED GROUP means any group of corporations, trades, or businesses of
      which the Employer is a part that are under common control. A Controlled
      Group includes any group of corporations, trades, or businesses, whether
      or not incorporated, which is either a parent-subsidiary group, a
      brother-sister group, or a combined group within the meaning of Code
      Section 414(b), Code Section 414(c) and regulations thereunder and, for
      purposes of determining contribution limitations under the CONTRIBUTION
      LIMITATION SECTION of Article III, as modified by Code Section 415(h) and,
      for the purpose of identifying Leased Employees, as modified by Code
      Section 144(a)(3). The term Controlled Group, as it is used in this Plan,
      shall include the term Affiliated Service Group end any other employer
      required to be aggregated with the Employer under Code Section 414(o) and
      the regulations thereunder.

      DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement
      Plan specified by the Distributee.

      DISTRIBUTEE means an Employee or former Employee. In addition, the
      Employee's (or former Employee's) surviving spouse and the Employee's (or
      former Employee's) spouse or former spouse who is the alternate payee
      under a qualified domestic relations order, as defined in Code Section
      414(p), are Distributees with regard to the interest of the spouse or
      former spouse.

      EARNED INCOME means, for a Self-employed Individual, net earnings from
      self-employment in the trade or business for which this Plan is
      established if such Self-employed Individual's personal services are a
      material income producing factor for that trade or business. Net earnings
      shall be determined without regard to items not included in gross income
      and the deductions properly allocable to or chargeable against such items.
      Net earnings shall be reduced for the employer contributions to the
      Employer's qualified retirement plan(s) to the extent deductible under
      Code Section 404.

      Net earnings shall be determined with regard to the deduction allowed to
      the Employer by Code Section 164(f) for taxable years beginning after
      December 31, 1989.

RESTATEMENT SEPTEMBER 1, 2004             9                ARTICLE I (4-48179)-1



      ELECTIVE DEFERRAL CONTRIBUTIONS means contributions made by the Employer
      to fund this Plan in accordance with elective deferral agreements between
      Eligible Employees and the Employer.

      ELECTIVE DEFERRAL AGREEMENTS shall be made, changed, or terminated
      according to the provisions of the EMPLOYER CONTRIBUTIONS SECTION of
      Article III.

      Elective Deferral Contributions shall be 100% vested and subject to the
      distribution restrictions of Code Section 401(k) when made. See the WHEN
      BENEFITS START SECTION of Article V.

      ELIGIBLE EMPLOYEE means any Employee of the Employer who meets the
      following requirement. He is not employed in the position of an Associate
      Data Entry or an Associate Telemarketer.

      ELIGIBLE RETIREMENT PLAN means an individual retirement account described
      in Code Section 408(a), an individual retirement annuity described in Code
      Section 408(b), an annuity plan described in Code Section 403(a) or a
      qualified trust described in Code Section 401(a), that accepts the
      Distributee's Eligible Rollover Distribution. However, in the case of an
      Eligible Rollover Distribution to the surviving spouse, an Eligible
      Retirement Plan is an individual retirement account or individual
      retirement annuity.

      ELIGIBLE ROLLOVER DISTRIBUTION means any distribution of all or any
      portion of the balance to the credit of the Distributee, except that an
      Eligible Rollover Distribution does not include: (i) any distribution that
      is one of a series of substantially equal periodic payments (not less
      frequently than annually) made for the life (or life expectancy) of the
      Distributee or the joint lives (or joint life expectancies) of the
      Distributee and the Distributee's designated Beneficiary, or for a
      specified period of ten years or more; (ii) any distribution to the extent
      such distribution is required under Code Section 401(a)(9); (iii) any
      hardship distribution described in Code Section 401(k)(2)(B)(i)(IV)
      received after December 31, 1998; (iv) the portion of any other
      distribution(s) that is not includible in gross income (determined without
      regard to the exclusion for net unrealized appreciation with respect to
      employer securities); and (v) any other distribution(s) that is reasonably
      expected to total less than $200 during a year.

      EMPLOYEE means an individual who is employed by the Employer or any other
      employer required to be aggregated with the Employer under Code Sections
      414(b), (c), (m), or (o). A Controlled Group member is required to be
      aggregated with the Employer.

      The term Employee shall include any Self-employed Individual treated as an
      employee of any employer described in the preceding paragraph as provided
      in Code Section 401(c)(1). The term Employee shall also include any Leased
      Employee deemed to be an employee of any employer described in the
      preceding paragraph as provided in Code Section 414(n) or (o).

      EMPLOYER means, except for purposes of the CONTRIBUTION LIMITATION SECTION
      of Article III, the Primary Employer. This will also include any successor
      corporation or firm of the Employer which shall, by written agreement,
      assume the obligations of this Plan or any Predecessor Employer which
      maintained this Plan.

      EMPLOYER CONTRIBUTIONS MEANS

            Elective Deferral Contributions
            Matching Contributions
            Qualified Nonelective Contributions

RESTATEMENT SEPTEMBER 1, 2004             10               ARTICLE I (4-48179)-1



      as set out in Article III and contributions made by the Employer to fund
      this Plan in accordance with the provisions of the MODIFICATION OF
      CONTRIBUTIONS SECTION of Article XI, unless the context clearly indicates
      only specific contributions are meant.

      EMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
      Hour-of-Service.

      ENTRY DATE means the date an Employee first enters the Plan as an Active
      Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

      ERISA means the Employee Retirement Income Security Act of 1974, as
      amended.

      FISCAL YEAR means the Primary Employer's taxable year. The last day of the
      Fiscal Year is December 31.

      FORFEITURE means the part, if any, of a Participant's Account that is
      forfeited. See the FORFEITURES SECTION of Article III.

      FORFEITURE DATE means, as to a Participant, the date the Participant
      incurs five consecutive Vesting Breaks in Service.

      HIGHLY COMPENSATED EMPLOYEE means any Employee who:

      (a)   was a 5-percent owner at any time during the year or the preceding
            year, or

      (b)   for the preceding year had compensation from the Employer in excess
            of $80,000 and, if the Employer so elects, was in the top-paid group
            for the preceding year. The $80,000 amount is adjusted at the same
            time and in the same manner as under Code Section 415(d), except
            that the base period is the calendar quarter ending September 30,
            1996.

      For this purpose the applicable year of the plan for which a determination
      is being made is called a determination year and the preceding 12-month
      period is called a look-back year. If the Employer makes a calendar year
      date election, the look-back year shall be the calendar year beginning
      with or within the look-back year. The Plan may not use such election to
      determine whether Employees are Highly Compensated Employees on account of
      being a 5-percant owner.

      In determining who is a Highly Compensated Employee, the Employer makes a
      top-paid group election. The effect of this electron is that an Employee
      (who is not a 5-percent owner at any time during the determination year or
      the look-back year) with compensation in excess of $80,000 (as adjusted)
      for the look-back year is a Highly Compensated Employee only if the
      Employee was in the top-paid group for the look-back year. In determining
      who is a Highly Compensated Employee, the Employer does not make a
      calendar year data election.

      Calendar year data elections and top-paid group elections, once made,
      apply for all subsequent years unless changed by the Employer. If the
      Employer makes one election, the Employer is not required to make the
      other. If both elections ere made, the look-back year in determining the
      top-paid group must be the calendar year beginning with or within the
      look-back year. These elections must apply consistently to the
      determination years of all plans maintained by the Employer which
      reference the highly compensated employee definition in Code Section
      414(q), except as provided in Internal Revenue Service Notice 97-45 (or
      superseding guidance). The consistency requirement will not apply to

RESTATEMENT SEPTEMBER 1, 2004               11             ARTICLE I (4-49179)-1



      determination years beginning with or within the 1997 calendar year, and
      for determination years beginning on or after January 1, 1998 and before
      January 1, 2000, satisfaction of the consistency requirement is determined
      without regard to any nonretirement plans of the Employer.

      The determination of who is a highly compensated former Employee is based
      on the rules applicable to determining Highly Compensated Employee status
      as in effect for that determination year, in accordance with section
      1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Internal
      Revenue Service Notice 97-45.

      In determining whether an Employee is a Highly Compensated Employee for
      years beginning in 1997, the amendments to Code Section 414(q) stated
      above are treated as having been in effect for years beginning in 1996.

      The determination of who is a Highly Compensated Employee, including the
      determinations of the number and identity of Employees in the top-paid
      group, the compensation that is considered, and the identity of the
      5-percent owners, shall be made in accordance with Code Section 414(q) and
      the regulations thereunder.

      HOUR-OF-SERVICE means the following:

      (a)   Each hour for which an Employee is paid, or entitled to payment, for
            performing duties for the Employer during the applicable computation
            period.

      (b)   Each hour for which an Employee is paid, or entitled to payment, by
            the Employer because of a period of time in which no duties are
            performed (irrespective of whether the employment relationship has
            terminated) due to vacation, holiday, illness, incapacity (including
            disability), layoff, jury duty, military duty or leave of absence.
            Notwithstanding the preceding provisions of this subparagraph (b),
            no credit will be given to the Employee:

            (1)   for more than 501 Hours-of-Service under this subparagraph (b)
                  because of any single continuous period in which the Employee
                  performs no duties (whether or not such period occurs in a
                  single computation period); or

            (2)   for an Hour-of-Service for which the Employee is directly or
                  indirectly paid, or entitled to payment, because of a period
                  in which no duties are performed if such payment is made or
                  due under a plan maintained solely for the purpose of
                  complying with applicable worker's or workmen's compensation,
                  or unemployment compensation, or disability insurance laws; or

            (3)   for an Hour-of-Service for a payment which solely reimburses
                  the Employee for medical or medically related expenses
                  incurred by him.

            For purposes of this subparagraph (b), a payment shall be deemed to
            be made by, or due from the Employer, regardless of whether such
            payment is made by, or due from the Employer, directly or indirectly
            through, among others, a trust fund or insurer, to which the
            Employer contributes or pays premiums and regardless of whether
            contributions made or due to the trust fund, insurer or other entity
            are for the benefit of particular employees or are on behalf of a
            group of employees in the aggregate.

RESTATEMENT SEPTEMBER 1, 2004               12             ARTICLE I (4-48179)-1



      (c)   Each hour for which back pay, irrespective of mitigation of damages,
            is either awarded or agreed to by the Employer. The same
            Hours-of-Service shall not be credited both under subparagraph (a)
            or subparagraph (b) above (as the case may be) and under this
            subparagraph (c). Crediting of Hours-of-Service for back pay awarded
            or agreed to with respect to periods described in subparagraph (b)
            above will be subject to the limitations set forth in that
            subparagraph.

      The crediting of Hours-of-Service above shall be applied under the rules
      of paragraphs (b) and (c) of the Department of Labor Regulation
      2530.200b-2 (including any interpretations or opinions implementing such
      rules): which rules, by this reference, are specifically incorporated in
      full within this Plan. The reference to paragraph (b) applies to the
      special rule for determining hours of service for reasons other than the
      performance of duties such as payments calculated (or not calculated) on
      the basis of units of time end the rule against double credit. The
      reference to paragraph (c) applies to the crediting of hours of service to
      computation periods.

      Hours-of-Service shall be credited for employment with any other employer
      required to be aggregated with the Employer under Code Sections 414(b),
      (c), (m), or (o) and the regulations thereunder for purposes of
      eligibility and vesting. Hours-of-Service shall also be credited for any
      individual who is considered an employee for purposes of this Plan
      pursuant to Code Section 414(n) or (o) and the regulations thereunder.

      Solely for purposes of determining whether a one-year break in service has
      occurred for eligibility or vesting purposes, during a Parental Absence an
      Employee shall be credited with the Hours-of-Service which otherwise would
      normally have been credited to the Employee but for such absence, or in
      any case in which such hours cannot be determined, eight Hours-of-Service
      per day of such absence. The Hours-of-Service credited under this
      paragraph shall be credited in the computation period in which the absence
      begins if the crediting is necessary to prevent a break in service in that
      period; or in all other cases, in the following computation period.

      INACTIVE PARTICIPANT means a former Active Participant who has an Account.
      See the INACTIVE PARTICIPANT SECTION of Article II.

      INSURER means Principal Life Insurance Company and any other insurance
      company or companies named by the Trustee or Primary Employer.

      INVESTMENT FUND means the total of Plan assets, excluding the guaranteed
      benefit policy portion of any Annuity Contract. All or a portion of these
      assets may be held under the Trust Agreement.

      The Investment Fund shall be valued at current fair market value as of the
      Valuation Date. The valuation shall take into consideration investment
      earnings credited, expenses charged, payments made, and changes in the
      values of the assets held in the Investment Fund.

      The Investment Fund shall be allocated at all times to Participants,
      except as otherwise expressly provided in the Plan. The Account of a
      Participant shall he credited with its share of the gains and losses of
      the Investment Fund. That part of a Participant's Account invested in a
      funding arrangement which establishes one or more accounts or Investment
      vehicles for such Participant thereunder shall be credited with the gain
      or loss from such accounts or investment vehicles. The part of a
      Participant's Account which is invested in other funding arrangements
      shall be credited with a proportionate share of the gain or loss of such
      investments. The share shall be determined by multiplying the gain or loss
      of

RESTATEMENT SEPTEMBER 1, 2004             13               ARTICLE I (4-48179)-1



      the investment by the ratio of the part of the Participant's Account
      invested in such funding arrangement to the total of the Investment Fund
      invested in such funding arrangement.

      INVESTMENT MANAGER means any fiduciary (other then a trustee or Named
      Fiduciary)

      (a)   who has the power to manage, acquire, or dispose of any assets of
            the Plan;

      (b)   who (i) is registered as an investment adviser under the Investment
            Advisers Act of 1940; (ii) is not registered as an investment
            adviser under such Act by reason of paragraph (1) of section 203A(a)
            of such Act, is registered as an investment adviser under the laws
            of the state (referred to in such paragraph (1)) in which it
            maintains its principal office and place of business, and, at the
            time it last filed the registration form most recently filed by it
            with such state in order to maintain its registration under the laws
            of such state, also filed a copy of such form with the Secretary of
            Labor, (iii) Is a bank, as defined in that Act; or (iv) is an
            insurance company qualified to perform services described in
            subparagraph (a) above under the laws of more than one state; and

      (c)   who has acknowledged in writing being a fiduciary with respect to
            the Plan.

      LATE RETIREMENT DATE means the first day of any month which is after a
      Participant's Normal Retirement Data and on which retirement benefits
      begin. If a Participant continues to work for the Employer after his
      Normal Retirement Date, his Late Retirement Date shall be the earliest
      first day of the month on or after the date he ceases to be an Employee.
      An earlier or a later Retirement Date may apply if the Participant so
      elects. An earlier Retirement Date may apply if the Participant is age 70
      1/2. See the WHEN BENEFITS START SECTION of Article V.

      LEASED EMPLOYEE means any person (other than an employee of the recipient)
      who, pursuant to an agreement between the recipient and any other person
      ("leasing organization"), has performed services for the recipient (or for
      the recipient and related persons determined in accordance with Code
      Section 414(n)(6)) on a substantially full time basis for a period of at
      least one year, and such services are performed under primary direction or
      control by the recipient. Contributions or benefits provided by the
      leasing organization to a Leased Employee, which are attributable to
      service performed for the recipient employer, shall be treated as provided
      by the recipient employer.

      A Leased Employee shall not be considered an employee of the recipient if:

      (a)   such employee is covered by a money purchase pension plan providing
            (i) a nonintegrated employer contribution rate of at least 10
            percent of compensation, as defined in Code Section 415(c)(3), but
            for years beginning before January 1, 1998, including amounts
            contributed pursuant to a salary reduction agreement which are
            excludible from the employee's gross income under Code Sections 125,
            402(e)(3), 402(h)(1)(B), or 403(b), (ii) immediate participation,
            and (iii) full and immediate vesting, and

      (b)   Leased Employees do not constitute more than 20 percent of the
            recipient's nonhighly compensated work force.

RESTATEMENT SEPTEMBER 1, 2004             14               ARTICLE I (4-48179)-1



      LOAN ADMINISTRATOR means the person(s) or position(s) authorized to
      administer the Participant loan program.

      The Loan Administrator is the Vice President of Finance.

      MATCHING CONTRIBUTIONS means contributions made by the Employer to fund
      this Plan which ere contingent on a Participant's Elective Deferral
      Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

      MONTHLY DATE means each Yearly Date and the same day of each following
      month during the Plan Year beginning on such Yearly Date.

      NAMED FIDUCIARY means the person or persons who have authority to control
      and manage the operation and administration of the Plan.

      The Named Fiduciary is the Employer.

      NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the Employer who is
      not a Highly Compensated Employee.

      NONVESTED ACCOUNT means the excess, if any, of a Participant's Account
      over his Vested Account.

      NORMAL FORM means a single life annuity with installment refund.

      NORMAL RETIREMENT AGE means the age at which the Participant's normal
      retirement benefit becomes nonforfeitable if he is an Employee. A
      Participant's Normal Retirement Age is 65.

      NORMAL RETIREMENT DATE means the earliest first day of the month on or
      after the date the Participant reaches his Normal Retirement Age. Unless
      otherwise provided in this Plan, a Participant's retirement benefits shall
      begin on a Participant's Normal Retirement Date If he has ceased to be an
      Employee on such date and has a Vested Account. Even if the Participant is
      an Employee on his Normal Retirement Date, he may choose to have his
      retirement benefit begin on such date. See the WHEN BENEFITS START SECTION
      of Article V.

      OWNER-EMPLOYEE means a Self-employed Individual who, in the case of a sole
      proprietorship, owns the entire interest in the unincorporated trade or
      business for which this Plan is established. If this Plan is established
      for a partnership, an Owner-employee means a Self-employed Individual who
      owns more than 10 percent of either the capital interest or profits
      interest in such partnership.

      PARENTAL ABSENCE means an Employee's absence from work:

      (a)   by reason of pregnancy of the Employee,

      (b)   by reason of birth of a child of the Employee,

      (c)   by reason of the placement of a child with the Employee in
            connection with adoption of such child by such Employee, or

RESTATEMENT SEPTEMBER 1, 2004             15               ARTICLE I (4-48179)-1



      (d)   for purposes of caring for such child for a period beginning
            immediately following such birth or placement.

      PARTICIPANT means either an Active Participant or an Inactive Participant.

      PERIOD OF MILITARY DUTY means, for an Employee

      (a)   who served as a member of the armed forces of the United States, and

      (b)   who was reemployed by the Employer at a time when the Employee had a
            right to reemployment in accordance with seniority rights as
            protected under Chapter 43 of Title 38 of the U. S. Code,

      the period of time from the date the Employee was first absent from active
      work for the Employer because of such military duty to the date the
      Employee was reemployed.

      PLAN means the 401 (k) plan of the Employer set forth in this document,
      Including any later amendments to it.

      PLAN ADMINISTRATOR means the person or persons who administer the Plan.

      The Plan Administrator is the Employer.

      PLAN FUND means the total of the Investment Fund and the guaranteed
      benefit policy portion of any Annuity Contract. The Investment Fund shall
      be valued as stated in its definition. The guaranteed benefit policy
      portion of any Annuity Contract shall be determined in accordance with the
      terms of the Annuity Contract and, to the extent that such Annuity
      Contract allocates contract values to Participants, allocated to
      Participants in accordance with its terms. The total value of all amounts
      held under the Plan Fund shall equal the value of the aggregate
      Participants' Accounts under the Plan.

      PLAN YEAR means a period beginning on a Yearly Date and ending on the day
      before the next Yearly Date.

      PREDECESSOR EMPLOYER means a firm of which the Employer was once a part
      (e.g., due to a spinoff or change of corporate status) or a firm absorbed
      by the Employer because of a merger or acquisition (stock or asset,
      including a division or an operation of such company) which maintained
      this Plan or which is named below:

      LML Technologies

      PRIMARY EMPLOYER means Dealer Track, Inc.

      PRIOR EMPLOYER means an Employee's last employer immediately prior to the
      Employer which is not 8 Predecessor Employer or a Controlled Group member
      and which is named below:

      Chase
      Credit Online

      QUALIFIED JOINT AND SURVIVOR ANNUITY means, for a Participant who has a
      spouse, an immediate survivorship life annuity with installment refund,
      where the survivorship percentage is 50% and the

RESTATEMENT SEPTEMBER 1, 2004              16              ARTICLE I (4-48179)-1



      Contingent Annuitant is the Participant's spouse. A former spouse will be
      treated as the spouse to the extent provided under a qualified domestic
      relations order as described in Code Section 414(p).

      The amount of benefit payable under the Qualified Joint and Survivor
      Annuity shall be the amount of benefit which may be provided by the
      Participant's Vested Account.

      QUALIFIED NONELECTIVE CONTRIBUTIONS means contributions made by the
      Employer to fund this Plan (other than Elective Deferral Contributions)
      which are 100% vested and subject to the distribution restrictions of Code
      Section 401 (k) when made. See the EMPLOYER CONTRIBUTIONS SECTION of
      Article III and the WHEN BENEFITS START SECTION of Article V.

      QUALIFIED PRERETIREMENT SURVIVOR ANNUITY means a single life annuity with
      installment refund payable to the surviving spouse of a Participant who
      dies before his Annuity Starting Date. A former spouse will be treated as
      the surviving spouse to the extent provided under a qualified domestic
      relations order as described in Code Section 414(p).

      REENTRY DATE means the date a former Active Participant reenters the Plan.
      See the ACTIVE PARTICIPANT SECTION of Article II.

      RETIREMENT DATE means the date a retirement benefit will begin and is a
      Participant's Normal or Late Retirement Date, as the case may be.

      ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made by
      an Eligible Employee or an Inactive Participant according to the
      provisions of the ROLLOVER CONTRIBUTIONS SECTION of Article III.

      SELF-EMPLOYED INDIVIDUAL means, with respect to any Fiscal Year, an
      individual who has Earned Income for the Fiscal Year [or who would have
      Earned Income but for the fact the trade or business for which this Plan
      is established did not have net profits for such Fiscal Year).

      TOTALLY AND PERMANENTLY DISABLED means that a Participant is disabled, as
      a result of sickness or injury, to the extent that he is prevented from
      engaging in any substantial gainful activity, and is eligible for and
      receives a disability benefit under Title II of the Federal Social
      Security Act.

      TRUST AGREEMENT means an agreement or agreements of trust between the
      Primary Employer and Trustee established for the purpose of holding and
      distributing the Trust Fund under the provisions of the Plan. The Trust
      Agreement may provide for the Investment of all or any portion of the
      Trust Fund in the Annuity Contract or any other investment arrangement.

      TRUST FUND means the total funds held under an applicable Trust Agreement.
      The term Trust Fund when used within a Trust Agreement shall mean only the
      funds held under that Trust Agreement.

      TRUSTEE means the party or parties named in the applicable Trust
      Agreement. The term Trustee as it is used in this Plan is deemed to
      include the plural unless the context clearly indicates the singular is
      meant.

RESTATEMENT SEPTEMBER 1, 2004            17                ARTICLE I (4-48179)-1



      VALUATION DATE means the date on which the value of the assets of the
      Investment Fund is determined. The value of each Account which is
      maintained under this Plan shall be determined on the Valuation Date. In
      each Plan Year, the Valuation Date shall be the last day of the Plan Year.
      At the discretion of the Plan Administrator, Trustee, or Insurer
      (whichever applies), assets of the Investment Fund may be valued more
      frequently. These dates shall also be Valuation Dates.

      VESTED ACCOUNT means the vested part of a Participant's Account. The
      Participant's Vested Account is determined as follows.

      If the Participant's Vesting Percentage is 100%, his Vested Account equals
      his Account.

      If the Participant's Vesting Percentage is less than 100%, his Vested
      Account equals the sum of (a) and (b) below:

      (a)   The part of the Participant's Account that results from employer
            Contributions made before a prior Forfeiture Date and all other
            Contributions which were 100% vested when made.

      (b)   The balance of the Participant's Account in excess of the amount in
            (a) above multiplied by his Vesting Percentage.

      If the Participant has withdrawn any part of his Account resulting from
      Employer Contributions, other than the vested Employer Contributions
      included in (a) above, the amount determined under this subparagraph (b)
      shall be equal to P(AB + D) - D as defined below:

      P     The Participant's Vesting Percentage.

      AB    The balance of the Participant's Account in excess of the amount in
            (a) above.

      D     The amount of the withdrawal resulting from Employer Contributions,
            other than the vested Employer Contributions included in (a) above.

      The Participant's Vested Account is nonforfeitable.

      VESTING BREAK IN SERVICE means a Vesting Computation Period in which an
      Employee is credited with 500 or fewer Hours-of-Service. An Employee
      incurs a Vesting Break in Service on the last day of a Vesting Computation
      Period in which he has a Vesting Break in Service.

      VESTING COMPUTATION PERIOD means a consecutive 12-month period ending on
      the last day of each Plan Year, including corresponding consecutive
      12-month periods before January 1, 2001.

      VESTING PERCENTAGE means the percentage used to determine the
      nonforfeitable portion of a Participant's Account attributable to Employer
      Contributions which were not 100% vested when made.

      A Participant's Vesting Percentage is shown in the following schedule
      opposite the number of whole years of his Vesting Service.

RESTATEMENT SEPTEMBER 1, 2004               18             ARTICLE I (4-48179)-1





VESTING SERVICE                      VESTING
 (whole years)                     PERCENTAGE
                                
  Less than 2                           0
      2                                20
      3                                40
      4                                60
   5 or more                          100


      The Vesting Percentage for a Participant who is an Employee on or after
      the date he reaches Normal Retirement Age shall be 100%. The Vesting
      Percentage for a Participant who is an Employee on the date he becomes
      Totally and Permanently Disabled or dies shall be 100%.

      If the schedule used to determine a Participant's Vesting Percentage is
      changed, the new schedule shall not apply to a Participant unless he is
      credited with an Hour-of-Service on or after the date of the change and
      the Participant's nonforfeitable percentage on the day before the date of
      the change is not reduced under this Plan. The amendment provisions of the
      AMENDMENTS SECTION of Article X regarding changes in the computation of
      the Vesting Percentage shall apply.

      VESTING SERVICE means one year of service for each Vesting Computation
      Period in which an Employee is credited with at least 1,000
      Hours-of-Service.

      However, Vesting Service is modified as follows:

      Service with a Predecessor Employer which did not maintain this Plan
      included:

            An Employee's service with a Predecessor Employer which did not
            maintain this Plan shall be included as service with the Employer.
            An Employee's service with such Predecessor Employer shall be
            counted only if service continued with the Employer without
            interruption. This service excludes service performed while a
            proprietor or partner.

      Prior Employer service included:

            An Employee's service with a Prior Employer shall be included as
            service with the Employer. An Employee's service with such Prior
            Employer shall be counted only if service continued with the
            Employer without interruption.

      Period of Military Duty included:

            A Period of Military Duty shall be included as service with the
            Employer to the extent it has not already been credited. For
            purposes of crediting Hours-of-Service during the Period of Military
            Duty, an Hour-of-Service shall be credited (without regard to the
            501 Hour-of-Service limitation) for each hour an Employee would
            normally have been scheduled to work for the Employer during such
            period.

RESTATEMENT SEPTEMBER 1, 2004             19               ARTICLE I (4-48179)-1



      Controlled Group service included:

            An Employee's service with a member firm of a Controlled Group while
            both that firm and the Employer were members of the Controlled Group
            shall be included as service with the Employer.

      Yearly Date means January 1, 2001, and the same day of each following
      year.

      YEARS OF SERVICE means an Employee's Vesting Service disregarding any
      modifications which exclude service.

RESTATEMENT SEPTEMBER 1, 2004             20               ARTICLE I (4-48179)-1



                                   ARTICLE II

                                 PARTICIPATION

SECTION 2.01-ACTIVE PARTICIPANT.

      (a)   An Employee shall first become an Active Participant (begin active
            participation in the Plan) on the earliest Monthly Date on which he
            is an Eligible Employee and has met the eligibility requirement set
            forth below. This date is his Entry Date.

            (1)   He is age 18 or older.

            Each Employee who was an Active Participant under the Plan on August
            31, 2004, shall continue to be an Active Participant if he is still
            an Eligible Employee on September 1, 2004, and his Entry Date shall
            not change.

            If service with a Predecessor Employer is counted for purposes of
            Eligibility Service, an Employee shall be credited with such service
            on the date he becomes an Employee and shall become an Active
            Participant on the earliest Monthly Date on which he is an Eligible
            Employee and has met all of the eligibility requirements above. This
            date is his Entry Date.

            If a person has been an Eligible Employee who has met all of the
            eligibility requirements above, but is not an Eligible Employee on
            the date which would have been his Entry Date, he shall become an
            Active Participant on the date he again becomes an Eligible
            Employee. This date is his Entry Date.

            In the event an Employee who is not an Eligible Employee becomes an
            Eligible Employee, such Eligible Employee shall become an Active
            Participant immediately if such Eligible Employee has satisfied the
            eligibility requirements above and would have otherwise previously
            become an Active Participant had he met the definition of Eligible
            Employee. This date is his Entry Date.

      (b)   An Inactive Participant shall again become an Active Participant
            (resume active participation in the Plan) on the date he again
            performs an Hour-of-Service as an Eligible Employee, This date is
            his Reentry Date.

            Upon again becoming an Active Participant, he shall cease to be an
            Inactive Participant.

      (c)   A former Participant shall again become an Active Participant
            (resume active participation in the Plan) on the date he again
            performs an Hour-of-Service as an Eligible Employee. This date is
            his Reentry Date.

      There shall be no duplication of benefits for a Participant under this
Plan because of more than one period as an Active Participant.

RESTATEMENT SEPTEMBER 1, 2004              21             ARTICLE II (4-48179)-1



SECTION 2.02--INACTIVE PARTICIPANT.

      An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

      (a)   the date the Participant ceases to be an Eligible Employee, or

      (b)   the effective date of complete termination of the Plan under Article
            VIII.

      An Employee or former Employee who was an Inactive Participant under the
Plan on August 31, 2004, shall continue to be an Inactive Participant on
September 1, 2004. Eligibility for any benefits payable to the Participant or on
his behalf and the amount of the benefits shall be determined according to the
provisions of the prior document, unless otherwise stated in this document.

SECTION 2.03--CESSATION OF PARTICIPATION.

      A Participant shall cease to be a Participant on the date he is no longer
an Eligible Employee and his Account is zero.

SECTION 2.04--ADOPTING EMPLOYERS - SINGLE PLAN.

      Each of the Controlled Group members listed below is an Adopting Employer.
Each Adopting Employer listed below participates with the Employer in this Plan.
An Adopting Employer's agreement to participate in this Plan shall be in
writing.

      The Employer has the right to amend the Plan. An Adopting Employer does
not have the right to amend the Plan.

      If the Adopting Employer did not maintain its plan before its date of
adoption specified below, its date of adoption shall be the Entry Date for any
of its Employees who have met the requirements in the ACTIVE PARTICIPANT
SECTION of Article II as of that date. Service with and Compensation from an
Adopting Employer shall be included as service with and Compensation from the
Employer. Transfer of employment, without interruption, between an Adopting
Employer and another Adopting Employer or the Employer shall not be considered
an interruption of service. The Employer's Fiscal Year defined in the
DEFINITIONS SECTION of Article I shall be the Fiscal Year used in interpreting
this Plan for Adopting Employers.

      Contributions made by an Adopting Employer shall be treated as
Contributions made by the Employer. Forfeitures arising from those Contributions
shall be used for the benefit of all Participants.

      An employer shall not be an Adopting Employer if it ceases to be a
Controlled Group member. Such an employer may continue a retirement plan for its
Employees in the form of a separate document. This Plan shall be amended to
delete a former Adopting Employer from the list below.

      If (i) an employer ceases to be an Adopting Employer or the Plan is
amended to delete an Adopting Employer and (ii) the Adopting Employer does not
continue a retirement plan for the benefit of its Employees, partial termination
may result and the provisions of Article VIII shall apply.

RESTATEMENT SEPTEMBER 1, 2004              22             ARTICLE II (4-48179)-1



                               ADOPTING EMPLOYERS

NAME                                         DATE OF ADOPTION

Dealertrack Holdings                         January 1, 2001

Dealertrack/Webalg                           January 1, 2001

RESTATEMENT SEPTEMBER 1, 2004           23                ARTICLE II (4-48179)-1



                                  ARTICLE III

                                 CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

      Employer Contributions shall be made without regard to current or
accumulated net income, earnings or profits of the Employer. Notwithstanding the
foregoing, the Plan shall continue to be designed to qualify as a profit sharing
plan for purposes of Code Sections 401 (a), 402, 412, and 417. Such
Contributions shall be equal to the Employer Contributions as described below:

      (a)   The amount of each Elective Deferral Contribution for a Participant
            shall be equal to a portion of Compensation as specified in the
            elective deferral agreement. An Employee who is eligible to
            participate in the Plan may file an elective deferral agreement with
            the Employer. The Participant shall modify or terminate the elective
            deferral agreement by filing a new elective deferral agreement. The
            elective deferral agreement may not be made retroactively and shall
            remain in effect until modified or terminated.

            The elective deferral agreement to start or modify Elective Deferral
            Contributions shall be effective on the first day of the first pay
            period following the pay period in which the Participant's Entry
            Date (Reentry Date, if applicable) or any following Monthly Date
            occurs. The elective deferral agreement must be entered into on or
            before the date it is effective.

            The elective deferral agreement to stop Elective Deferral
            Contributions may be entered into on any date. Such elective
            deferral agreement shall be effective on the first day of the pay
            period following the pay period in which the elective deferral
            agreement is entered into.

            Elective Deferral Contributions must be a whole percentage of
            Compensation and cannot be less than 1% nor more than 20% of
            Compensation.

            Elective Deferral Contributions are fully (100%) vested and
            nonforfeitable.

      (b)   Matching Contributions.

            (1)   The Employer may make discretionary Matching Contributions.
                  The percentage of Elective Deferral Contributions matched, If
                  any, shall be a percentage as determined by the Employer.

                  Matching Contributions are calculated based on Elective
                  Deferral Contributions and Compensation for the pay period.
                  Matching Contributions shall be made for all persons who were
                  Active Participants at any time during that pay period.

            (2)   The Employer may make additional Matching Contributions if the
                  total Matching Contributions determined below are greater than
                  the amount of Matching Contributions determined in (1) above
                  for the Plan Year. Additional Matching Contributions, If any,
                  shall be made for all persons who were Active Participants at
                  any time during the Plan Year.

RESTATEMENT SEPTEMBER 1, 2004            24              ARTICLE III (4-48179)-1



                  Total Matching Contributions for the Plan Year shall be a
                  percentage of Elective Deferral Contributions and shall be
                  calculated based on Elective Deferral Contributions and
                  Compensation for the Plan Year. The percentage shall be
                  determined by the Employer. The percentage must be equal to or
                  greater than the percentage determined in (1) above,

                  The amount of additional Matching Contributions, if any, shall
                  be determined by subtracting the Matching Contributions
                  determined in (1) above for the Plan Year from total Matching
                  Contributions for the Plan Year.

            Any percentage determined by the Employer shall apply to all
            eligible persons for the entire Plan Year.

            Matching Contributions are subject to the Vesting Percentage.

      (c)   Qualified Nonelective Contributions may be made for each Plan Year
            in an amount determined by the Employer.

            Qualified Nonelective Contributions are 100% vested and subject to
            the distribution restrictions of Code Section 401(k) when made.

      No Participant shall be permitted to have Elective Deferral Contributions,
as defined in the EXCESS AMOUNTS SECTION of this article, made under this Plan,
or any other qualified plan maintained by the Employer, during any taxable year,
in excess of the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such taxable year.

      An elective deferral agreement (or change thereto) must be made in such
manner and in accordance with such rules as the Employer may prescribe
(including by means of voice response or other electronic system under
circumstances the Employer permits) and may not be made retroactively.

      Employer Contributions are allocated according to the provisions of the
ALLOCATION SECTION of this article.

      A portion of the Plan assets resulting from Employer Contributions (but
not more than the original amount of those Contributions) may be returned if the
Employer Contributions are made because of a mistake of fact or are more than
the amount deductible under Code Section 404 (excluding any amount which is not
deductible because the Plan is disqualified). The amount involved must be
returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies. Except as provided under this paragraph and
Article VIII, the assets of the Plan shall never be used for the benefit of the
Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.01A--ROLLOVER CONTRIBUTIONS.

      A Rollover Contribution may be made by an Eligible Employee or an Inactive
Participant if the following conditions are met:

      (a)   The Contribution is of amounts distributed from a plan that
            satisfies the requirements of Code Section 401 (a) or from a
            "conduit" individual retirement account described in Code Section

RESTATEMENT SEPTEMBER 1, 2004             25             ARTICLE III (4-48179)-1



            408(d)(3)(A). In the case of an Inactive Participant, the
            Contribution must be of an amount distributed from another plan of
            the Employer, or a plan of a Controlled Group member, that satisfies
            the requirements of Code Section 401 (a).

      (b)   The Contribution is of amounts that the Code permits to be
            transferred to a plan that meets the requirements of Code Section
            401 (a).

      (c)   The Contribution is made in the form of a direct rollover under Code
            Section 401(a)(31) or is a rollover made under Code Section 402(c)
            or 408(d)(3)(A) within 60 days after the Eligible Employee or
            Inactive Participant receives the distribution.

      (d)   The eligible Employee or Inactive Participant furnishes evidence
            satisfactory to the Plan Administrator that the proposed rollover
            meets conditions (a),(b), and (c) above.

      A Rollover Contribution shall be allowed in cash only and must be made
according to procedures set up by the Plan Administrator.

      An outstanding loan made under the transfer plan may be accepted if the
loan could have originated under this plan on the date of the rollover, (except
for a different fixed interest rate than would have been used under this Plan),
and the loan is not in default.

      If the Eligible Employee is not an Active Participant when the Rollover
Contribution is made, he shall be deemed to be an Active Participant only for
the purpose of investment and distribution of the Rollover Contribution.
Employer Contributions shall not be made for or allocated to the Eligible
Employee until the time he meets all of the requirements to become an Active
Participant.

      Rollover Contributions made by an Eligible Employee or an Inactive
Participant shall be credited to his Account. The part of the Participant's
Account resulting from Rollover Contributions is fully (100%) vested and
nonforfeitable at all times. A separate accounting record shall be maintained
for that part of his Rollover Contributions consisting of voluntary
contributions which were deducted from the Participant's gross income for
Federal income tax purposes.

SECTION 3.02--FORFEITURES.

      The Nonvested Account of a Participant shall be forfeited as of the
      earlier of the following:

      (a)   the date the Participant dies (if prior to such date he had ceased
            to be an Employee), or

      (b)   the Participant's Forfeiture Date.

All or a portion of a Participant's Nonvested Account shall be forfeited before
such earlier date if, after he ceases to be an Employee, he receives, or is
deemed to receive, a distribution of his entire Vested Account or a distribution
of his Vested Account derived from Employer Contributions which were not 100%
vested when made, under the RETIREMENT BENEFITS SECTION of Article V, the VESTED
BENEFITS SECTION of Article V, or the SMALL AMOUNTS SECTION of Article X. The
forfeiture shall occur as of the date the Participant receives, or is deemed to
receive, the distribution. If a Participant receives, or is deemed to receive,
his entire Vested Account, his entire Nonvested Account shall be forfeited. If a
Participant receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested when made, but less than his

RESTATEMENT SEPTEMBER 1, 2004             26             ARTICLE III (4-48179)-1



entire Vested Account from such Contributions, the amount to be forfeited shall
be determined by multiplying his Nonvested Account from such Contributions by a
fraction. The numerator of the fraction is the amount of the distribution
derived from Employer Contributions which were not 100% vested when made and the
denominator of the fraction is his entire Vested Account derived from such
Contributions on the date of distribution.

      A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION of
this article.

      Forfeitures shall be determined at least once during each Plan Year.
Forfeitures may first be used to pay administrative expenses. Forfeitures of
Matching Contributions which relate to excess amounts as provided in the EXCESS
AMOUNTS SECTION of this article, which have not been used to pay administrative
expanses, shall be applied to reduce the earliest Employer Contributions made
after the Forfeitures are determined. Any other Forfeitures which have not been
used to pay administrative expenses shall be applied to reduce the earliest
Employer Contributions made after the Forfeitures are determined. Upon their
application to reduce Employer Contributions, Forfeitures shall be deemed to be
Employer Contributions,

      If a Participant again becomes an Eligible Employee after receiving a
distribution which caused all or a portion of his Nonvested Account to be
forfeited, he shall have the right to repay to the Plan the entire amount of the
distribution he received (excluding any amount of such distribution resulting
from Contributions which were 100% vested when made). The repayment must be made
in a single sum (repayment in installments is not permitted) before the earlier
of the date five years after the date he again becomes an Eligible Employee or
the end of the first period of five consecutive Vesting Breaks in Service which
begin after the date of the distribution.

      If the Participant makes the repayment above, the Plan Administrator shall
restore to his Account an amount equal to his Nonvested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If no amount is to be repaid because the Participant was deemed to have
received a distribution, or only received a distribution of Contributions which
were 100% vested when made, and he again performs an Hour-of-Service as an
Eligible Employee within the repayment period, the Plan Administrator shall
restore the Participant's Account as if he had made a required repayment on the
date he performed such Hour-of-Service, Restoration of the Participant's Account
shall include restoration of all Code Section 411(d)(6) protected benefits with
respect to that restored Account, according to applicable Treasury regulations.
Provided, however, the Plan Administrator shall not restore the Nonvested
Account if (i) a Forfeiture Date has occurred after the date of the distribution
and on or before the date of repayment and (ii) that Forfeiture Date would
result in a complete forfeiture of the amount the Plan Administrator would
otherwise restore.

      The Plan Administrator shall restore the Participant's Account by the
close of the Plan Year following the Plan Year in which repayment is made,
Permissible sources for the restoration of the Participant's Account are
Forfeitures or special Employer Contributions. Such special Employer
Contributions shall be made without regard to profits. The repaid and restored
amounts are not included in the Participant's Annual Additions, as defined in
the CONTRIBUTION LIMITATION SECTION of this article.

SECTION 3.03--ALLOCATION.

      A person meets the allocation requirements of this section if he was an
Active Participant at any time during the Plan Year and has at least 1,000
Hours-of-Ssrvice during the latest Accrual Computation Period ending on or
before the last day of the Plan Year. A person shall also meet the requirements
of this section if

RESTATEMENT SEPTEMBER 1, 2004             27             ARTICLE III (4-48179)-1


he was an Active Participant at any time during the Plan Year and retires,
becomes Totally and Permanently Disabled, or dies.

      Elective Deferral Contributions shall be allocated to Participants for
whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of
this article. Such Contributions shall be allocated when made and credited to
the Participant's Account.

      Matching Contributions shall be allocated to the persons for whom such
Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article.
Such Contributions calculated based on Elective Deferral Contributions and
Compensation for the pay period shall be allocated when made and credited to the
person's Account. Such Contributions calculated based on Elective Deferral
Contributions and Compensation for the Plan Year shall be allocated as of the
last day of the Plan Year and shall be credited to the person's Account.

      Qualified Nonelective Contributions shall be allocated as of the last day
of the Plan Year to each person who meets the allocation requirements of this
section. Such Qualified Nonelective Contributions shall be allocated only to
Nonhighly Compensated Employees. The amount allocated to such person for the
Plan Year shall be equal to such Qualified Nonelective Contributions multiplied
by the ratio of such person's Annual Compensation for the Plan Year to the total
Annual Compensation of all such persons. This amount shall be credited to the
person's Account.

      If Leased Employees are Eligible Employees, in determining the amount of
Employer Contributions allocated to a person who is a Leased Employee,
contributions provided by the leasing organization which are attributable to
services such Leased Employee performs for the Employer shall be treated as
provided by the Employer. Those contributions shall not be duplicated under this
Plan.

SECTION 3.04--CONTRIBUTION LIMITATION.

      (a)   Definitions. For the purpose of determining the contribution
            limitation set forth in this section, the following terms are
            defined.

            ANNUAL ADDITIONS means the sum of the following amounts credited to
            a Participant's account for the Limitation Year:

            (1)   employer contributions;

            (2)   employee contributions; and

            (3)   forfeitures,

            Annual Additions to a defined contribution plan shall also include
            the following:

            (4)   amounts allocated, after March 31, 1984, to an Individual
                  medical account, as defined in Code Section 415(1)(2), which
                  are part of a pension or annuity plan maintained by the
                  Employer,

            (5)   amounts derived from contributions paid or accrued after
                  December 31, 1985, in taxable years ending after such date,
                  which are attributable to post-retirement medical benefits,

RESTATEMENT SEPTEMBER 1, 2004             28             ARTICLE III (4-48179)-1



                  allocated to the separate account of a key employee, as
                  defined in Code Section 419A(d)(3), under a welfare benefit
                  fund, as defined in Code Section 419(e), maintained by the
                  Employer: end

            (6)   allocations under a simplified employee pension.

            For this purpose, any Excess Amount applied under (e) and (k) below
            in the Limitation Year to reduce Employer Contributions shall be
            considered Annual Additions for such Limitation Year.

            Compensation means wages within the meaning of Code Section 3401 (a)
            and all other payments of compensation to an Employee by the
            Employer (in the course of the Employer's trade or business) for
            which the Employer is required to furnish the Employee a written
            statement under Code Sections 6041 (d), 6051(a)(3), and 6052.
            Compensation must be determined without regard to any rules under
            Code Section 3401 (a) that limit the remuneration included in wages
            based on the nature or location of the employment or the services
            performed (such as the exception for agricultural labor in Code
            Section 3401(a)(2)). The amount reported in the "Wages, Tips and
            Other Compensation" box on Form W-2 satisfies this definition.

            For any Self-employed Individual, Compensation shall mean Earned
            Income.

            For purposes of applying the limitations of this section,
            Compensation for a Limitation Year is the Compensation actually paid
            or made available in gross income during such Limitation Year.

            For Limitation Years beginning after December 31, 1997, for purposes
            of applying the limitations of this section, Compensation paid or
            made available during such Limitation Year shall include any
            elective deferral (as defined in Code Section 402(g)(3)), and any
            amount which is contributed or deferred by the Employer at the
            election of the Employee and which is not includible in the gross
            income of the Employee by reason of Code Section 125, 132(f)(4), or
            467.

            DEFINED CONTRIBUTION DOLLAR LIMITATION means, for Limitation Years
            beginning after December 31, 1994, $30,000, as adjusted under Code
            Section 415(d).

            EMPLOYER means the employer that adopts this Plan, and all members
            of a controlled group of corporations (as defined in Code Section
            414(b) as modified by Code Section 415(h)), all commonly controlled
            trades or businesses (as defined in Code Section 415(c) as modified
            by Code Section 415(h)) or affiliated service groups (as defined in
            Code Section 414(m)) of which the adopting employer is a part, and
            any other entity required to be aggregated with the employer
            pursuant to regulations under Code Section 414(o).

            EXCESS AMOUNT means the excess of the Participant's Annual Additions
            for the Limitation Year over the Maximum Permissible Amount.

            LIMITATION YEAR means the consecutive 12-month period ending on the
            last day of each Plan Year, including corresponding consecutive
            12-month periods before January 1, 2001. If the Limitation Year is
            other than the calendar year, execution of this Plan (or any
            amendment to this Plan changing the Limitation Year) constitutes the
            Employer's adoption of a written resolution electing the Limitation
            Year. If the Limitation Year is amended to a different consecutive
            12-month period,

RESTATEMENT SEPTEMBER 1, 2004             29             ARTICLE III (4-48179)-1



            the new Limitation Year must begin on a date within the Limitation
            Year in which the amendment is made.

            Maximum Permissible Amount means the maximum Annual Addition that
            may be contributed or allocated to a Participant's Account under the
            Plan for any Limitation Year. This amount shall not exceed the
            lesser of:

            (1)   The Defined Contribution Dollar Limitation, or

            (2)   25 percent of the Participant's Compensation for the
                  Limitation Year.

            The compensation limitation referred to in (2) shall not apply to
            any contribution for medical benefits (within the meaning of Code
            Section 401 (h) or 419A(f)(2)) which is otherwise treated as an
            Annual Addition under Code Section 415(l)(1) or 419A(d)(2).

            If a short Limitation Year is created because of an amendment
            changing the Limitation Year to a different consecutive 12-month
            period, the Maximum Permissible Amount will not exceed the Defined
            Contribution Dollar Limitation multiplied by the following fraction:

                Number of months in the short Limitation Year
                ---------------------------------------------
                                       12

      (b)   If the Participant does not participate in, and has never
            participated in, another qualified plan maintained by the Employer
            or a welfare benefit fund, as defined in Code Section 419(e),
            maintained by the Employer, or an individual medical account, as
            defined in Code Section 415(l)(2), maintained by the Employer, or a
            simplified employee pension, as defined in Code Section 408(k),
            maintained by the Employer, which provides an Annual Addition, the
            amount of Annual Additions which may be credited to the
            Participant's Account for any Limitation Year shall not exceed the
            lesser of the Maximum Permissible Amount or any other limitation
            contained in this Plan. If the Employer Contribution that would
            otherwise be contributed or allocated to the Participant's Account
            would cause the Annual Additions for the Limitation Year to exceed
            the Maximum Permissible Amount, the amount contributed or allocated
            shall be reduced so that the Annual Additions for the Limitation
            Year will equal the Maximum Permissible Amount.

      (c)   Prior to determining the Participant's actual Compensation for the
            Limitation Year, the Employer may determine the Maximum Permissible
            Amount for a Participant on the basis of a reasonable estimation of
            the Participant's Compensation for the Limitation Year, uniformly
            determined for all Participants similarly situated.

      (d)   As soon as is administratively feasible after the end of the
            Limitation Year, the Maximum Permissible Amount for the Limitation
            Year will be determined on the basis of the Participant's actual
            Compensation for the Limitation Year.

      (e)   If a reasonable error in estimating a Participant's Compensation for
            the Limitation Year, a reasonable error in determining the amount of
            elective deferrals (within the meaning of Code Section 402(g)(3))
            that may be made with respect to any individual under the limits of
            Code Section 415, or under other facts and circumstances allowed by
            the Internal Revenue Service, there is an Excess Amount, the excess
            will be disposed of as follows:

RESTATEMENT SEPTEMBER 1, 2004             30             ARTICLE III (4-48179)-1



            (1)   Any Elective Deferral Contributions (plus attributable
                  earnings), to the extent they would reduce the Excess Amount,
                  will be distributed to the Participant. Concurrently with the
                  distribution of such Elective Deferrel Contributions, any
                  Matching Contributions which relate to any Elective Deferral
                  Contributions distributed in the preceding sentence, to the
                  extent such application would reduce the Excess Amount, will
                  be applied as provided in (2) or (3) below:

            (2)   If after the application of (1) above an Excess Amount still
                  exists, and the Participant is covered by the Plan at the end
                  of the Limitation Year, the Excess Amount in the Participant's
                  Account will be used to reduce Employer Contributions for such
                  Participant in the next Limitation Year, end each succeeding
                  Limitation Year if necessary.

            (3)   If after the application of (1) above an Excess Amount still
                  exists, and the Participant is not covered by the Plan at the
                  end of the Limitation Year, the Excess Amount will be held
                  unallocated in a suspense account. The suspense account will
                  be applied to reduce future Employer Contributions for all
                  remaining Participants in the next Limitation Year, and each
                  succeeding Limitation Year if necessary.

            (4)   If a suspense account is in existence at any time during a
                  Limitation Year pursuant to this (e), it will participate in
                  the allocation of investment gains or losses. If a suspense
                  account is in existence at any time during a particular
                  Limitation Year, all amounts in the suspense account must be
                  allocated and reallocated to Participant's Accounts before any
                  Employer Contributions may be made to the Plan for that
                  Limitation Year. Excess Amounts held in a suspense account may
                  not be distributed to Participants or former Participants.

      (f)   This (f) applies if, in addition to this Plan, the Participant is
            covered under another qualified defined contribution plan maintained
            by the Employer, a welfare benefit fund maintained by the Employer,
            an individual medical account maintained by the Employer, or a
            simplified employee pension maintained by the Employer which
            provides an Annual Addition during any Limitation Year. The Annual
            Additions which may be credited to a Participant's Account under
            this Plan for any such Limitation Year will not exceed the Maximum
            Permissible Amount, reduced by the Annual Additions credited to a
            Participant's account under the other qualified defined contribution
            plans, welfare benefit funds, individual medical accounts, and
            simplified employee pensions for the same Limitation Year. If the
            Annual Additions with respect to the Participant under other
            qualified defined contribution plans, welfare benefit funds,
            individual medical accounts, and simplified employee pensions
            maintained by the Employer are less than the Maximum Permissible
            Amount, and the Employer Contribution that would otherwise be
            contributed or allocated to the Participant's Account under this
            Plan would cause the Annual Additions for the Limitation Year to
            exceed this limitation, the amount contributed or allocated will be
            reduced so that the Annual Additions under all such plans and funds
            for the Limitation Year will equal the Maximum Permissible Amount.
            If the Annual Additions with respect to the Participant under such
            other qualified defined contribution plans, welfare benefit funds,
            individual medical accounts, and simplified employee pensions in the
            aggregate are equal to or greater than the Maximum Permissible
            Amount, no amount will be contributed or allocated to the
            Participant's Account under this Plan for the Limitation Year.

RESTATEMENT SEPTEMBER 1, 2004             31             ARTICLE III (4-48179)-1



      (g)   Prior to determining the Participant's actual Compensation for the
            Limitation Year, the Employer may determine the Maximum Permissible
            Amount for a Participant in the manner described in (c) above.

      (h)   As soon as administratively feasible after the end of the Limitation
            Year, the Maximum Permissible Amount for the Limitation Year will be
            determined on the basis of the Participant's actual Compensation for
            the Limitation Year.

      (i)   If pursuant to (h) above or as a result of the allocation of
            forfeitures or as a result of a reasonable error in determining the
            amount of elective deferrals (within the meaning of Code Section
            402(g)(3)) that may be made with respect to any individual under the
            limits of Code Section 415, a Participant's Annual Additions under
            this Plan and such other plans would result in an Excess Amount for
            a Limitation Year, the Excess Amount will be deemed to consist of
            the Annual Additions last allocated, except that Annual Additions
            attributable to a simplified employee pension will be deemed to have
            been allocated first, followed by Annual Additions to a welfare
            benefit fund or individual medical account, regardless of the actual
            allocation date.

      (j)   If an Excess Amount was allocated to a Participant on an allocation
            date of this Plan which coincides with an allocation date of another
            plan, the Excess Amount attributed to this Plan will be the product
            of:

            (1)   the total Excess Amount allocated as of such date, times

            (2)   the ratio of (i) the Annual Addition allocated to the
                  Participant for the Limitation Year as of such date under this
                  Plan to (ii) the total Annual Additions allocated to the
                  Participant for the Limitation Year as of such date under this
                  and all other qualified defined contribution plans.

      (k)   Any Excess Amount attributed to this Plan will be disposed of in
            the manner described in (e) above.

SECTION 3.05--EXCESS AMOUNTS.

      (a)   Definitions. For the purposes of this section, the following terms
            are defined:

            ACP means the average (expressed as a percentage) of the
            Contribution Percentages of the Eligible Participants in a group.

            ADP means the average (expressed as a percentage) of the Deferral
            Percentages of the Eligible Participants in a group.

            AGGREGATE LIMIT means the greater of:

            (1)   The sum of:

                  (i)   125 percent of the greater of the ADP of the Nonhighly
                        Compensated Employees for the prior Plan Year or the ACP
                        of the Nonhighly Compensated Employees under the

RESTATEMENT SEPTEMBER 1, 2004             32             ARTICLE III (4-48179)-1



                        plan subject to Code Section 401(m) for the Plan Year
                        beginning with or within the prior Plan Year of the cash
                        or deferred arrangement, and

                  (ii)  the lesser of 200 percent or 2 percent plus the lesser
                        of such ADP or ACP.

            (2)   The sum of:

                  (i)   125 percent of the lesser of the ADP of the Nonhighly
                        Compensated Employees for the prior Plan Year or the
                        ACP of the Nonhighly Compensated Employees under the
                        plan subject to Code Section 401(m) for the Plan Year
                        beginning with or within the prior Plan Year of the cash
                        or deferred arrangement, and

                  (ii)  the lesser of 200 percent or 2 percent plus the greater
                        Of such ADP or ACP.

            If the Employer has elected to use the current year testing method,
            then, In calculating the Aggregate Limit for a particular Plan Year,
            the Nonhighly Compensated Employees' ADP and ACP for that Plan Year,
            instead of the prior Plan Year, is used.

            CONTRIBUTION PERCENTAGE means the ratio (expressed as a percentage)
            of the Eligible Participant's Contribution Percentage Amounts to the
            Eligible Participant's Compensation for the Plan Year (whether or
            not the Eligible Participant was an Eligible Participant for the
            entire Plan Year). In modification of the foregoing. Compensation
            shall be limited to the Compensation received white an Eligible
            Participant. For an Eligible Participant for whom such Contribution
            Percentage Amounts for the Plan Year are zero, the percentage is
            zero.

            CONTRIBUTION PERCENTAGE Amounts means the sum of the Participant
            Contributions and Matching Contributions (that are not Qualified
            Matching Contributions taken into account for purposes of the ADP
            Test) made under the Plan on behalf of the Eligible Participant for
            the Plan Year. Such Contribution Percentage Amounts shall not
            include Matching Contributions that are forfeited either to correct
            Excess Aggregate Contributions or because the Contributions to which
            they relate are Excess Elective Deferrals, Excess Contributions, or
            Excess Aggregate Contributions. Under such rules as the Secretary of
            the Treasury shall prescribe, in determining the Contribution
            Percentage the Employer may elect to include Qualified Nonelective
            Contributions under this Plan which were not used in computing the
            Deferral Percentage. The Employer may also elect to use Elective
            Deferral Contributions in computing the Contribution Percentage so
            long as the ADP Test is met before the Elective Deferral
            Contributions are used in the ACP Test and continues to be met
            following the exclusion of those Elective Deferral Contributions
            that are used to meet the ACP Test.

            DEFERRAL PERCENTAGE means the ratio (expressed as a percentage) of
            Elective Deferral Contributions under this Plan on behalf of the
            Eligible Participant for the Plan Year to the Eligible Participant's
            Compensation for the Plan Year (whether or not the Eligible
            Participant was an Eligible Participant for the entire Plan Year).
            In modification of the foregoing. Compensation shall be limited to
            the Compensation received while an Eligible Participant. The
            Elective Deferral Contributions used to determine the Deferral
            Percentage shall include Excess Elective Deferrals (other than
            Excess Elective Deferrals of Nonhighly Compensated Employees that
            arise solely from Elective Deferral Contributions made under this
            Plan or any other plans of the Employer or a Controlled Group
            member), but shall exclude Elective Deferral Contributions that are
            used in computing the

RESTATEMENT SEPTEMBER 1, 2004             33             ARTICLE III (4-48179)-1



            Contribution Percentage (provided the ADR Test is satisfied both
            with and without exclusion of these Elective Deferral
            Contributions). Under such rules as the Secretary of the Treasury
            shall prescribe, the Employer may elect to include Qualified
            Nonelective Contributions and Qualified Matching Contributions under
            this Plan in computing the Deferral Percentage. For an Eligible
            Participant for whom such contributions on his behalf for the Plan
            Year are zero, the percentage is zero.

            ELECTIVE DEFERRAL Contributions means any employer contributions
            made to a plan at the election of a participant, in lieu of cash
            compensation, and shall include contributions made pursuant to a
            salary reduction agreement or other deferral mechanism. With respect
            to any taxable year, a participant's Elective Deferral Contributions
            are the sum of all employer contributions made on behalf of such
            participant pursuant to an election to defer under any qualified
            cash or deferred arrangement described in Code Section 401(k), any
            salary reduction simplified employee pension plan described in Code
            Section 408(k)(6), any SIMPLE IRA plan described in Code Section
            408(p), any eligible deferred compensation plan under Code Section
            457, any plan described under Code Section 501(c)(18), and any
            employer contributions made on behalf of a participant for the
            purchase of an annuity contract under Code Section 403(b) pursuant
            to a salary reduction agreement. Elective Deferral Contributions
            shall not include any deferrals properly distributed as excess
            annual additions.

            ELIGIBLE PARTICIPANT means, for purposes of determining the Deferral
            Percentage, any Employee who is otherwise entitled to make Elective
            Deferral Contributions under the terms of the Plan for the Plan
            Year. Eligible Participant means, for purposes of determining the
            Contribution Percentage, any Employes who is eligible (i) to make a
            Participant Contribution or an Elective Deferral Contribution (if
            the Employer takes such contributions Into account in the
            calculation of the Contribution Percentage), or (ii) to receive a
            Matching Contribution (including forfeitures) or a Qualified
            Matching Contribution. If a Participant Contribution is required as
            a condition of participation in the Plan, any Employee who would be
            a Participant in the Plan if such Employee made such a contribution
            shall be treated as an Eligible Participant on behalf of whom no
            Participant Contributions are made.

            EXCESS AGGREGATE Contributions means, with respect to any Plan Year,
            the excess of:

            (1)   The aggregate Contribution Percentage Amounts taken into
                  account in computing the numerator of the Contribution
                  Percentage actually made on behalf of Highly Compensated
                  Employees for such Plan Year, over

            (2)   The maximum Contribution Percentage Amounts permitted by the
                  ACP Test (determined by hypothetically reducing contributions
                  made on behalf of Highly Compensated Employees in order of
                  their Contribution Percentages beginning with the highest of
                  such percentages).

            Such determination shall be made after first determining Excess
            Elective Deferrals and then determining Excess Contributions.

            EXCESS CONTRIBUTIONS means, with respect to any Plan Year, the
            excess of;

            (1)   The aggregate amount of employer contributions actually taken
                  into account in computing the Deferral Percentage of Highly
                  Compensated Employees for such Plan Year, over

RESTATEMENT SEPTEMBER 1, 2004             34             ARTICLE III (4-48179)-1



            (2)   The maximum amount of such contributions permitted by the ADP
                  Test (determined by hypothetically reducing contributions made
                  on behalf of Highly Compensated Employees in the order of the
                  Deferral Percentages, beginning with the highest of such
                  percentages).

            Such determination shall be made after first determining Excess
            Elective Deferrals.

            EXCESS ELECTIVE DEFERRALS means those Elective Deferral
            Contributions that are includible In a Participant's gross income
            under Code Section 402(g) to the extent such Participant's Elective
            Deferral Contributions for a taxable year exceed the dollar
            limitation under such Code section. Excess Elective Deferrals shall
            be treated as Annual Additions, as defined in the CONTRIBUTION
            LIMITATION SECTION of this article, under the Plan, unless such
            amounts are distributed no later than the first April 15 following
            the close of the Participant's taxable year.

            MATCHING CONTRIBUTIONS means employer contributions made to this or
            any other defined contribution plan, or to a contract described in
            Code Section 403(b), on behalf of a participant on account of a
            Participant Contribution made by such participant, or on account of
            a participant's Elective Deferral Contributions, under a plan
            maintained by the Employer or a Controlled Group member.

            PARTICIPANT CONTRIBUTIONS means contributions made to the plan by or
            on behalf of a participant that are included In the participant's
            gross income in the year In which made and that are maintained under
            a separate account to which the earnings and losses are allocated.

            QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which
            are subject to the distribution and nonforfeitability requirements
            under Code Section 401(k) when made.

            QUALIFIED NONELECTIVE CONTRIBUTIONS means any employer contributions
            (other than Matching Contributions) which an employee may not elect
            to have paid to him in cash instead of being contributed to the plan
            and which are subject to the distribution and nonforfeitability
            requirements under Code Section 401(k) when made.

      (b)   Excess Elective Deferrals. A Participant may assign to this Plan any
            Excess Elective Deferrals made during a taxable year of the
            Participant by notifying the Plan Administrator in writing on or
            before the first following March 1 of the amount of the Excess
            Elective Deferrals to be assigned to the Plan. A Participant is
            deemed to notify the Plan Administrator of any Excess Elective
            Deferrals that arise by taking into account only those Elective
            Deferral Contributions made to this Plan and any other plan of the
            Employer or a Controlled Group member, The Participant's claim for
            Excess Elective Deferrals shall be accompanied by the Participant's
            written statement that if such amounts are not distributed, such
            Excess Elective Deferrals will exceed the limit Imposed on the
            Participant by Code Section 402(g) for the year in which the
            deferral occurred. The Excess Elective Deferrals assigned to this
            Plan cannot exceed the Elective Deferral Contributions allocated
            under this Plan for such taxable year.

            Notwithstanding any other provisions of the Plan, Elective Deferral
            Contributions in an amount equal to the Excess Elective Deferrals
            assigned to this Plan, plus any income and minus any loss allocable
            thereto, shall be distributed no later than April 15 to any
            Participant to whose Account Excess Elective Deferrals were assigned
            for the preceding year and who claims Excess Elective Deferrals for
            such taxable year.

RESTATEMENT SEPTEMBER 1, 2004             35             ARTICLE III (4-48179)-1



            The Excess Elective Deferrals shall be adjusted for income or loss.
            The income or loss allocable to such Excess Elective Deferrals shall
            be equal to the income or loss allocable to the Participant's
            Elective Deferral Contributions for the taxable year in which the
            excess occurred multiplied by a fraction. The numerator of the
            fraction is the Excess Elective Deferrals. The denominator of the
            fraction is the closing balance without regard to any income or loss
            occurring during such taxable year (as of the end of such taxable
            year) of the Participant's Account resulting from Elective Deferral
            Contributions.

            Any Matching Contributions which were based on the Elective Deferral
            Contributions which are distributed as Excess Elective Deferrals,
            plus any income and minus any loss allocable thereto, shall be
            forfeited.

      (c)   ADP Test. As of the end of each Plan Year after Excess Elective
            Deferrals have been determined, the Plan must satisfy the ADP Test.
            The ADP Test shall be satisfied using the prior year testing method,
            unless the Employer has elected to use the current year testing
            method.

            (1)   Prior Year Testing Method. The ADP for a Plan Year for
                  Eligible Participants who are Highly Compensated Employees for
                  each Plan Year and the prior year's ADP for Eligible
                  Participants who were Nonhighly Compensated Employees for the
                  prior Plan Year must satisfy one of the following tests:

                  (i)   The ADP for a Plan Year for Eligible Participants who
                        are Highly Compensated Employees for the Plan Year shall
                        not exceed the prior year's ADP for Eligible
                        Participants who were Nonhighly Compensated Employees
                        for the prior Plan Year multiplied by 1.25; or

                  (ii)  The ADP for a Plan Year for Eligible Participants who
                        are Highly Compensated Employees for the Plan Year;

                        A.    shall not exceed the prior year's ADP for Eligible
                              Participants who were Nonhighly Compensated
                              Employees for the prior Plan Year multiplied by 2,
                              and

                        B.    the difference between such ADPs ia not more than
                              2.

                  If this is not a successor plan, for the first Plan Year the
                  Plan permits any Participant to make Elective Deferral
                  Contributions, for purposes of the foregoing tests, the prior
                  year's Nonhighly Compensated Employees' ADP shall be 3
                  percent, unless the Employer has elected to use the Plan
                  Year's ADP for these Eligible Participants.

            (2)   Current Year Testing Method. The ADP for a Plan Year for
                  Eligible Participants who are Highly Compensated Employees for
                  each Plan Year and the ADP for Eligible Participants who are
                  Nonhighly Compensated Employees for the Plan Year must satisfy
                  one of the following tests:

                  (i)   The ADP for a Plan Year for Eligible Participants who
                        are Highly Compensated Employees for the Plan Year shall
                        not exceed the ADP for Eligible Participants who are
                        Nonhighly Compensated Employees for the Plan Year
                        multiplied by 1.25; or

RESTATEMENT SEPTEMBER 1, 2004             36             ARTICLE III (4-48179)-1



                  (ii)  The ADP for a Plan Year for Eligible Participants who
                        are Highly Compensated Employees for the Plan Year:

                        A.    shall not exceed the ADP for Eligible Participants
                              who are Nonhighly Compensated Employees for the
                              Plan Year multiplied by 2, and

                        B.    the difference between such ADP's is not more than
                              2.

                  If the Employer has elected to use the current year testing
                  method, that election cannot be changed unless (i) the Plan
                  has been using the current year testing method for the
                  preceding five Plan Years, or if less, the number of Plan
                  Years the Plan has been in existence; or (ii) the Plan
                  otherwise meets one of the conditions specified in Internal
                  Revenue Service Notice 98-1 (or superseding guidance) for
                  changing from the current year testing method.

            A Participant is a Highly Compensated Employee for a particular Plan
            Year if he meets the definition of a Highly Compensated Employee in
            effect for that Plan Year. Similarly, a Participant is a Nonhighly
            Compensated Employee for a particular Plan Year if he does not meet
            the definition of a Highly Compensated Employee in effect for that
            Plan Year.

            The Deferral Percentage for any Eligible Participant who is a Highly
            Compensated Employee for the Plan Year and who is eligible to have
            Elective Deferral Contributions (and Qualified Nonelective
            Contributions or Qualified Matching Contributions, or both, if
            treated as Elective Deferral Contributions for purposes of the ADP
            Test) allocated to his account under two or more arrangements
            described in Code Section 401(k) that are maintained by the
            Employer or a Controlled Group member shall be determined as if such
            Elective Deferral Contributions (and, if applicable, such Qualified
            Nonelective Contributions or Qualified Matching Contributions, or
            both) were made under a single arrangement. If a Highly Compensated
            Employee participates in two or more cash or deferred arrangements
            that have different plan years, all cash or deferred arrangements
            ending with or within the same calendar year shall be treated as a
            single arrangement. The foregoing notwithstanding, certain plans
            shall be treated as separate if mandatorily disaggregated under the
            regulations of Code Section 401(k).

            In the event this Plan satisfies the requirements of Code Section
            401(k), 401(a)(4), or 410(b) only if aggregated with one or more
            other plans, or if one or more other plans satisfy the requirements
            of such Code sections only if aggregated with this Plan, than this
            section shall be applied by determining the Deferral Percentage of
            Employees as if all such plans were a single plan. Any adjustments
            to the Nonhighly Compensated Employee ADP for the prior year shall
            be made in accordance with Internal Revenue Service Notice 98-1 (or
            superseding guidance), unless the Employer has elected to use the
            current year testing method. Plans may be aggregated in order to
            satisfy Code Section 401(k) only if they have the same plan year and
            use the same testing method for the ADP Test.

            For purposes of the ADP Test, Elective Deferral Contributions,
            Qualified Nonelective Contributions, and Qualified Matching
            Contributions must be made before the end of the 12-month period
            immediately following the Plan Year to which the contributions
            relate.

RESTATEMENT SEPTEMBER 1, 2004             37             ARTICLE III (4-48179)-1



            The Employer shall maintain records sufficient to demonstrate
            satisfaction of the ADP Test and the amount of Qualified Nonelective
            Contributions or Qualified Matching Contributions, or both, used in
            such test.

            If the Plan Administrator should determine during the Plan Year that
            the ADP Test is not being met, the Plan Administrator may limit the
            amount of future Elective Deferral Contributions of the Highly
            Compensated Employees.

            Notwithstanding any other provisions of this Plan, Excess
            Contributions, plus any income and minus any loss allocable thereto,
            shall be distributed no later than the last day of each Plan Year to
            Participants to whose Accounts such Excess Contributions were
            allocated for the preceding Plan Year. Excess Contributions are
            allocated to the Highly Compensated Employees with the largest
            amounts of employer contributions taken into account in calculating
            the ADP Test for the year in which the excess arose, beginning with
            the Highly Compensated Employee with the largest amount of such
            employer contributions and continuing in descending order until all
            of the Excess Contributions have been allocated. For purposes of the
            preceding sentence, the "largest amount" is determined after
            distribution of any Excess Contributions. If such excess amounts are
            distributed more than 2 1/2 months after the last day of the Plan
            Year in which such excess amounts arose, a 10 percent excise tax
            shall be imposed on the employer maintaining the plan with respect
            to such amounts.

            Excess Contributions shall be treated as Annual Additions, as
            defined in the CONTRIBUTION LIMITATION SECTION of this article.

            The Excess Contributions shall be adjusted for income or loss. The
            income or loss allocable to such Excess Contributions allocated to
            each Participant shall be equal to the income or loss allocable to
            the Participant's Elective Deferral Contributions (and, if
            applicable, Qualified Nonelective Contributions or Qualified
            Matching Contributions, or both) for the Plan Year in which the
            excess occurred multiplied by a fraction. The numerator of the
            fraction is the Excess Contributions. The denominator of the
            fraction is the closing balance without regard to any income or loss
            occurring during such Plan Year (as of the end of such Plan Year) of
            the Participant's Account resulting from Elective Deferral
            Contributions (and Qualified Nonelective Contributions or Qualified
            Matching Contributions/ or both, if such contributions are included
            in the ADP Test).

            Excess Contributions allocated to a Participant shall be distributed
            from the Participant's Account resulting from Elective Deferral
            Contributions. If such Excess Contributions exceed the balance in
            the Participant's Account resulting from Elective Deferral
            Contributions, the balance shall be distributed from the
            Participant's Account resulting from Qualified Matching
            Contributions (if applicable) and Qualified Nonelective
            Contributions, respectively.

            Any Matching Contributions which were based on the Elective Deferral
            Contributions which are distributed as Excess Contributions, plus
            any income and minus any loss allocable thereto, shall be forfeited.

      (d)   ACP Test. As of the end of each Plan Year, the Plan must satisfy the
            ACP Test. The ACP Test shall be satisfied using the prior year
            testing method, unless the Employer has elected to use the current
            year testing method.

RESTATEMENT SEPTEMBER 1, 2004             38             ARTICLE III (4-48179)-1



            (1)   Prior Year Testing Method. The ACP for a Plan Year for
                  Eligible Participants who are Highly Compensated Employees for
                  each Plan Year and the prior year's ACP for Eligible
                  Participants who were Nonhighly Compensated Employees for the
                  prior Plan Year must satisfy one of the following tests:

                  (i)   The ACP for the Plan Year for Eligible Participants who
                        are Highly Compensated Employees for the Plan Year shall
                        not exceed the prior year's ACP for Eligible
                        Participants who were Nonhighly Compensated Employees
                        for the prior Plan Year multiplied by 1.25; or

                  (ii)  The ACP for a Plan Year for Eligible Participants who
                        are Highly Compensated Employees for the plan Year:

                        A.    shall not exceed the prior year's ACP for Eligible
                              Participants who were Nonhighly Compensated
                              Employees for the prior Plan Year multiplied by 2,
                              and

                        B.    the difference between such ACPs is not more than
                              2.

                  If this is not a successor plan, for the first Plan Year the
                  Plan permits any Participant to make Participant
                  Contributions, provides for Matching Contributions, or both,
                  for purposes of the foregoing tests, the prior year's
                  Nonhighly Compensated Employees' ACP shall be 3 percent,
                  unless the Employer has elected to use the Plan Year's ACP for
                  these Eligible Participants.

            (2)   Current Year Testing Method. The ACP for a Plan Year for
                  Eligible Participants who are Highly Compensated Employees for
                  each Plan Year and the ACP for Eligible Participants who are
                  Nonhighly Compensated Employees for the Plan Year must satisfy
                  one of the following tests:

                  (i)   The ACP for a Plan Year for Eligible Participants who
                        are Highly Compensated Employees for the Plan Year shall
                        not exceed the ACP for Eligible Participants who are
                        Nonhighly Compensated Employees for the Plan Year
                        multiplied by 1.25; or

                  (ii)  The ACP for a Plan Year for Eligible Participants who
                        are Highly Compensated Employees for the plan Year:

                        A.    shall not exceed the ACP for Eligible Participants
                              who are Nonhighly Compensated Employees for the
                              Plan Year multiplied by 2, and

                        B.    the difference between such ACPs is not more than
                              2.

                  If the Employer has elected to use the current year testing
                  method, that election cannot be changed unless (i) the Plan
                  has been using the current year testing method for the
                  preceding five Plan Years, or if less, the number of Plan
                  Years the Plan has been in existence; or (ii) the Plan
                  otherwise meets one of the conditions specified in Internal
                  Revenue Service Notice 98-1 for superseding guidance) for
                  changing from the current year testing method.

RESTATEMENT SEPTEMBER 1, 2004             39             ARTICLE III (4-48179)-1



            A Participant is a Highly Compensated Employee for a particular Plan
            Year if he meets the definition of a Highly Compensated Employee in
            effect for that Plan Year. Similarly, a Participant is a Nonhighly
            Compensated Employee for a particular Plan Year if he does not meet
            the definition of a Highly Compensated Employee in effect for that
            Plan Year.

            Multiple Use. If one or more Highly Compensated Employees
            participate in both a cash or deferred arrangement and a plan
            subject to the ACP Test maintained by the Employer or a Controlled
            Group member, and the sum of the ADP and ACP of those Highly
            Compensated Employees subject to either or both tests exceeds the
            Aggregate Limit, then the Contribution Percentage of those Highly
            Compensated Employees who also participate in a cash or deferred
            arrangement will be reduced in the manner described below for
            allocating Excess Aggregate Contributions so that the limit is not
            exceeded. The amount by which each Highly Compensated Employee's
            Contribution Percentage is reduced shall be treated as an Excess
            Aggregate Contribution. The ADP and ACP of the Highly Compensated
            Employees are determined after any corrections required to meet the
            ADP Test and ACP Test and are deemed to be the maximum permitted
            under such tests for the Plan Year. Multiple use does not occur if
            either the ADP or ACP of the Highly Compensated Employees does not
            exceed 1.25 multiplied by the ADP and ACP, respectively, of the
            Nonhighly Compensated Employees.

            The Contribution Percentage for any Eligible Participant who is a
            Highly Compensated Employee for the Plan Year and who is eligible to
            have Contribution Percentage Amounts allocated to his account under
            two or more plans described in Code Section 401(a) or arrangements
            described in Code Section 401(k) that are maintained by the
            Employer or a Controlled Group member shall be determined as if the
            total of such Contribution percentage Amounts was made under each
            plan. If a Highly Compensated Employee participates in two or more
            cash or deferred arrangements that have different plan years, all
            cash or deferred arrangements ending with or within the same
            calendar year shall be treated as a single arrangement. The
            foregoing notwithstanding, certain plans shall be treated as
            separate if mandatorily disaggregated under the regulations of Code
            Section 401(m).

            In the event this Plan satisfies the requirements of Code Section
            401(m), 401(a)(4), or 410(b) only if aggregated with one or more
            other plans, or if one or more other plans satisfy the requirements
            of such Code sections only if aggregated with this Plan, then this
            section shall be applied by determining the Contribution Percentage
            of Employees as if all such plans were a single plan. Any
            adjustments to the Nonhighly Compensated Employee ACP for the prior
            year shall be made in accordance with Internal Revenue Service
            Notice 98-1 (or superseding guidance), unless the Employer has
            elected to use the current year testing method, Plans may be
            aggregated in order to satisfy Code Section 401(m) only if they have
            the same plan year and use the same testing method for the ACP Test.

            For purposes of the ACP Test, Participant Contributions are
            considered to have been made in the Plan Year in which contributed
            to the Plan. Matching Contributions and Qualified Nonelective
            Contributions will be considered to have been made for a Plan Year
            if made no later than the end of the 12-month period beginning on
            the day after the close of the Plan Year.

            The Employer shall maintain records sufficient to demonstrate
            satisfaction of the ACP Test and the amount of Qualified Nonelective
            Contributions or Qualified Matching Contributions, or both, used in
            such test.

RESTATEMENT SEPTEMBER 1, 2004             40             ARTICLE III (4-48179)-1



            Notwithstanding any other provisions of this Plan, Excess Aggregate
            Contributions, plus any income and minus any loss allocable thereto,
            shall be forfeited, if not vested, or distributed, if vested, no
            later than the last day of each Plan Year to Participants to whose
            Accounts such Excess Aggregate Contributions were allocated for the
            preceding Plan Year. Excess Aggregate Contributions are allocated to
            the Highly Compensated Employees with the largest Contribution
            Percentage Amounts taken into account in calculating the ACP Test
            for the year in which the excess arose, beginning with the Highly
            Compensated Employee with the largest amount of such Contribution
            Percentage Amounts and continuing in descending order until all of
            the Excess Aggregate Contributions have been allocated. For purposes
            of the preceding sentence, the "largest amount" is determined after
            distribution of any Excess Aggregate Contributions. If such Excess
            Aggregate Contributions are distributed more than 2 1/2 months after
            the last day of the Plan Year In which such excess amounts arose, a
            10 percent excise tax shall be imposed on the employer maintaining
            the plan with respect to such amounts.

            Excess Aggregate Contributions shall be treated as Annual Additions,
            as defined in the CONTRIBUTION LIMITATION SECTION of this article.

            The Excess Aggregate Contributions shall be adjusted for income or
            loss. The income or loss allocable to such Excess Aggregate
            Contributions allocated to each Participant shall be equal to the
            income or loss allocable to the Participant's Contribution
            Percentage Amounts for the Plan Year in which the excess occurred
            multiplied by a fraction. The numerator of the fraction is the
            Excess Aggregate Contributions. The denominator of the fraction is
            the closing balance without regard to any income or loss occurring
            during such Plan Year (as of the end of such Plan Year) of the
            Participant's Account resulting from Contribution Percentage
            Amounts.

            Excess Aggregate Contributions allocated to a Participant shall be
            distributed from the Participant's Account resulting from
            Participant Contributions that are not required as a condition of
            employment or participation or for obtaining additional benefits
            from Employer Contributions. If such Excess Aggregate Contributions
            exceed the balance in the Participant's Account resulting from such
            Participant's Contributions, the balance shall be forfeited, if not
            vested, or distributed, if vested, on a pro-rata basis from the
            Participant's Account resulting from Contribution Percentage
            Amounts.

      (e)   Employer Elections. The Employer has not made an election to use
            the current year testing method.

RESTATEMENT SEPTEMBER 1, 2004             41             ARTICLE III (4-48179)-1



                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT AND TIMING OF CONTRIBUTIONS.

      The handling of Contributions is governed by the provisions of the Trust
Agreement, the Annuity Contract, and any other funding arrangement in which the
Plan Fund is or may be held or invested. To the extent permitted by the Trust
Agreement, Annuity Contract, or other funding arrangement, the parties named
below shall direct the Contributions to the guaranteed benefit policy portion of
the Annuity Contract, any of the investment options available under the Annuity
Contract, or any of the investment vehicles available under the Trust Agreement
and may request the transfer of amounts resulting from those Contributions
between such investment options and investment vehicles of the transfer of
amounts between the guaranteed benefit policy portion of the Annuity Contract
and such investment options and investment vehicles. A Participant may not
direct the Trustee or Insurer to invest the Participant's Account in
collectibles. Collectibles mean any work of art, rug or antique, metal or gem,
stamp or coin, alcoholic beverage, or other tangible personal property specified
by the Secretary of the Treasury. However, for tax years beginning after
December 31, 1997, certain coins and bullion as provided in Code Section
408(m)(3) shall not be considered collectibles. To the extent that a Participant
who has investment direction fails to give timely direction, the Primary
Employer shall direct the investment of his Account. If the Primary Employer has
investment direction, such Account shall be invested ratably in the guaranteed
benefit policy portion of the Annuity Contract, the investment options available
under the Annuity Contract, or the investment vehicles available under the Trust
Agreement in the same manner as the Accounts of all other Participants who do
not direct their investments. The Primary Employer shall have investment
direction for amounts which have not been allocated to Participants. To the
extent an investment is no longer available, the Primary Employer may require
that amounts currently held in such investment be reinvested in other
investments.

      At least annually, the Named Fiduciary shall review all pertinent Employee
information and Plan data in order to establish the funding policy of the Plan
and to determine appropriate methods of carrying out the Plan's objectives. The
Named Fiduciary shall inform the Trustee and any Investment Manager of the
Plan's short-term and long-term financial needs so the investment policy can be
coordinated with the Plan's financial requirements.

      (a)   Employer Contributions other than Elective Deferral Contributions:
            The Participant shall direct the investment of such Employer
            Contributions and transfer of amounts resulting from those
            Contributions.

      (b)   Elective Deferral Contributions: The Participant shall direct the
            Investment of Elective Deferral Contributions and transfer of
            amounts resulting from those Contributions.

      (c)   Rollover Contributions; The Participant shall direct the investment
            of Rollover Contributions and transfer of amounts resulting from
            those Contributions.

      However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and amounts which are not subject to
Participant direction.

RESTATEMENT SEPTEMBER 1, 2004             42              ARTICLE IV (4-48179)-1



      The Employer shall pay to the Insurer or Trustee, as applicable, the
Elective Deferral Contributions and Qualified Nonelective Contributions for each
Plan Year not later than the end of the 12-month period immediately following
the Plan Year for which they are deemed to be paid.

      All Contributions are forwarded by the Employer to the Trustee to be
deposited in the Trust Fund or to the Insurer to be deposited under the Annuity
Contract, as applicable. Contributions that are accumulated through payroll
deduction shall be paid to the Trustee or Insurer, as applicable, by the earlier
of (i) the date the Contributions can reasonably be segregated from the
Employer's assets, or (ii) the 15th business day of the month following the
month in which the Contributions would otherwise have been paid in cash to the
Participant.

RESTATEMENT SEPTEMBER 1, 2004             43              ARTICLE IV (4-48179)-1



                                    ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

      On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X.

SECTION 5.02--DEATH BENEFITS.

      If a Participant dies before his Annuity Starting Date, his Vested Account
shall be distributed according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X.

SECTION 5.03--VESTED BENEFITS.

      If an Inactive Participant's Vested Account is not payable under the SMALL
AMOUNTS SECTION of Article X, he may elect, but is not required, to receive a
distribution of his Vested Account after he ceases to be an Employee. The
Participant's election shall be subject to his spouse's consent as provided in
the ELECTION PROCEDURES SECTION of Article VI. A distribution under this
paragraph shall be a retirement benefit and shall be distributed to the
Participant according to the distribution of benefits provisions of Article VI.

      A Participant may not elect to receive a distribution under the provisions
of this section after he again becomes an Employee until he subsequently ceases
to be an Employee and meets the requirements of this section.

      If an Inactive Participant does not receive an earlier distribution, upon
his Retirement Date or death, his Vested Account shall be distributed according
to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS
SECTION OF Article V.

      The Nonvested Account of an Inactive Participant who has ceased to be an
Employee shall remain a part of his Account until it becomes a Forfeiture.
However, if he again becomes an Employee so that his Vesting Percentage can
increase, the Nonvested Account may become a part of his Vested Account.

SECTION 5.04--WHEN BENEFITS START.

      (a)   Unless otherwise elected, benefits shall begin before the 60th day
            following the close of the Plan Year in which the latest date below
            occurs:

            (1)   The date the Participant attains age 65 (or Normal Retirement
                  Age, if earlier).

            (2)   The 10th anniversary of the Participant's Entry Date.

RESTATEMENT SEPTEMBER 1, 2004             44               ARTICLE V (4-48179)-1



            (3)   The date the Participant ceases to be an Employee.

            Notwithstanding the foregoing, the failure of a Participant and
            spouse to consent to a distribution while a benefit is immediately
            distributable, within the meaning of the ELECTION PROCEDURES SECTION
            of Article VI, shall be deemed to be an election to defer the start
            of benefits sufficient to satisfy this section.

            The Participant may elect to have his benefits begin after the
            latest date for beginning benefits described above, subject to the
            following provisions of this section. The Participant shall make the
            election in writing. Such election must be made before his Normal
            Retirement Date or the date he ceases to be an Employee, if later.
            The election must describe the form of distribution and the date
            benefits will begin. The Participant shall not elect a date for
            beginning benefits or a form of distribution that would result in a
            benefit payable when he dies which would be more than incidental
            within the meaning of governmental regulations.

            Benefits shall begin on an earlier date if otherwise provided in the
            Plan. For example, the Participant's Retirement Date or Required
            Beginning Date, as defined in the DEFINITIONS SECTION of Article
            VII.

      (b)   The Participant's Vested Account which results from Elective
            Deferral Contributions and Qualified Nonelective Contributions may
            not be distributed to a Participant or to his Beneficiary (or
            Beneficiaries) in accordance with the Participant's or Beneficiary's
            (or Beneficiaries') election, earlier than separation from service,
            death, or disability. Such amount may also be distributed upon:

            (1)   Termination of the Plan, as permitted in Article VIII.

            (2)   The disposition by the Employer, if the Employer is a
                  corporation, to an unrelated corporation of substantially all
                  of the assets, within the meaning of Code Section 409(d)(2),
                  used in a trade or business of the Employer if the Employer
                  continues to maintain the Plan after the disposition, but only
                  with respect to Employees who continue employment with the
                  corporation acquiring such assets.

            (3)   The disposition by the Employer, if the Employer is a
                  corporation, to an unrelated entity of the Employer's interest
                  in a subsidiary, within the meaning of Code Section 409(d)(3),
                  if the Employer continues to maintain the Plan, but only with
                  respect to Employees who continue employment with such
                  subsidiary.

            (4)   The attainment of age 59 1/2 as permitted in the WITHDRAWAL
                  BENEFITS SECTION of this article.

            (5)   The hardship of the Participant as permitted in the WITHDRAWAL
                  BENEFITS SECTION of this article.

            All distributions that may be made pursuant to one or more of the
            foregoing distributable events will be a retirement benefit, and
            shall be distributed to the Participant according to the
            distribution of benefit provisions of Article VI. In addition,
            distributions that are triggered by (1), (2) and (3)

RESTATEMENT SEPTEMBER 1, 2004             45               ARTICLE V (4-48179)-1



            above must be made in a lump sum. A lump sum shall include a
            distribution of an annuity contract.

SECTION 5.05--WITHDRAWAL BENEFITS.

      A Participant may withdraw any part of his Vested Account resulting from
Rollover Contributions. A Participant may make such a withdrawal at any time.

      A Participant who has attained age 59 1/2 may withdraw any part of his
Vested Account which results from the following Contributions:

      Elective Deferral Contributions

      Matching Contributions

      Qualified Nonelective Contributions

A Participant may make such a withdrawal at any time.

      A Participant may withdraw any part of his Vested Account which results
from the following Contributions:

      Elective Deferral Contributions

      Matching Contributions

in the event of hardship due to an immediate and heavy financial need.
Withdrawals from the Participant's Account resulting from Elective Deferral
Contributions shall be limited to the amount of the Participant's Elective
Deferral Contributions. Immediate and heavy financial need shall be limited to:
(i) expenses incurred of necessary for medical care, described in Code Section
213(d), of the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase (excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of
tuition, related educational fees, and room and board expenses, for the next 12
months of post-secondary education for the Participant, his spouse, children, or
dependents; (iv) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the Participant's
principal residence; or (v) any other distribution which is deemed by the
Commissioner of Internal Revenue to be made on account of immediate and heavy
financial need as provided in Treasury regulations.

      No withdrawal shall be allowed which is not necessary to satisfy such
immediate and heavy financial need. Such withdrawal shall be deemed necessary
only if all of the following requirements are met: (i) the distribution is not
in excess of the amount of the immediate and heavy financial need (including
amounts necessary to pay any Federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution); (ii) the Participant
has obtained all distributions, other than hardship distributions, and all
nontaxable loans currently available under all plans maintained by the Employer;
(iii) the Plan, and all other plans maintained by the Employer, provide that the
Participant's elective contributions and participant contributions will be
suspended for at least 12 months after receipt of the hardship distribution; and
(iv) the Plan, and all other plans maintained by the Employer, provide that the
Participant may not make elective contributions for the Participant's taxable
year immediately following the taxable year of the hardship distribution in
excess of the applicable limit under Code Section 402(g) for such next taxable
year less the amount of such Participant's elective contributions for the
taxable year of the hardship distribution. The Plan will suspend elective
contributions and participant contributions for 12 months and limit elective
deferrals as

RESTATEMENT SEPTEMBER 1, 2004             46               ARTICLE V (4-48179)-1



provided in the preceding sentence. A Participant shall not cease to be an
Eligible Participant, as defined in the EXCESS AMOUNTS SECTION of Article III,
merely because his elective contributions or participant contributions are
suspended.

      A request for withdrawal shall be made in such manner and in accordance
with such rules as the Employer will prescribe for this purpose (including by
means of voice response or other electronic means under circumstances the
Employer permits). Withdrawals shall be a retirement benefit and shall be
distributed to the Participant according to the distribution of benefits
provisions of Article VI. A forfeiture shall not occur solely as a result of a
withdrawal,

SECTION 5.06--LOANS TO PARTICIPANTS.

      Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, and unless otherwise specified,
Participant means any Participant or Beneficiary who is a party-in-interest as
defined in ERISA. Loans shall not be made to Highly Compensated Employees in an
amount greater than the amount made available to other Participants.

      No loans will be made to any shareholder-employee or Owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation.

      A loan to a Participant shall be a Participant-directed investment of his
Account. The loan is a Trust Fund investment but no Account other than the
borrowing Participant's Account shall share in the interest paid on the loan or
bear any expense or loss incurred because of the loan.

      The number of outstanding loans shall be limited to one. No more than one
loan shall be approved for any Participant in any 12-month period. The minimum
amount of any loan shall be $1,000.

      Loans must be adequately secured and bear a reasonable rate of interest.

      The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

      (a)   $50,000, reduced by the highest outstanding loan balance of loans
            during the one-year period ending on the day before the new loan is
            made.

      (b)   The greater of (1) or (2), reduced by (3) below:

            (1)   One-half of the Participant's Vested Account.

            (2)   $ 10,000.

            (3)   Any outstanding loan balance on the date the new loan is made.

RESTATEMENT SEPTEMBER 1, 2004             47               ARTICLE V (4-48179)-1


For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

      The foregoing notwithstanding, the amount of such loan shall not exceed 50
percent Of the amount of the Participant's Vested Account. For purposes of this
maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(8). No
collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

      A Participant must obtain the consent of his spouse, if any, to the use of
the Vested Account as security for the loan. Spousal consent shall be obtained
no earlier than the beginning of the 90-day period that ends on the date on
which the loan to be so secured is made. The consent must be in writing, must
acknowledge the effect of the loan, and must be witnessed by a plan
representative or a notary public. Such consent shall thereafter be binding with
respect to the consenting spouse or any subsequent spouse with respect to that
loan. A new consent shall be required if the Vested Account is used for
collateral upon renegotiation, extension, renewal, or other revision of the
loan. No consent shall be required if subparagraph (d) of the ELECTION
PROCEDURES SECTION of Article VI applies.

      If a valid spousal consent has been obtained in accordance with the above,
or spousal consent is not required, then, notwithstanding any other provision of
this Plan, the portion of the Participant's Vested Account used as a security
interest held by the Plan by reason of a loan outstanding to the Participant
shall be taken into account for purposes of determining the amount of the Vested
Account payable at the time of the death or distribution, but only if the
reduction is used as repayment of the loan. If spousal consent is required and
less than 100 percent of the Participant's Vested Account (determined without
regard to the preceding sentence) is payable to the surviving spouse, then the
Vested Account shall be adjusted by first reducing the Vested Account by the
amount of the security used as repayment of the loan, and then determining the
benefit payable to the surviving spouse.

      Each loan shall bear a reasonable fixed rate of interest to be determined
by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

      The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan. If the
loan is used to acquire a dwelling unit, which within a reasonable time
(determined at the time the loan is made) will be used as the principal
residence of the Participant, the repayment period may extend beyond five years
from the date of the loan. The period of repayment for any loan shall be arrived
at by mutual agreement between the Loan Administrator and the Participant and if
the loan is for a principal residence, shall not be made for a period longer
than the repayment period consistent with commercial practices.

      The Participant shall make an application for a loan in such manner and in
accordance with such rules as the Employer shall prescribe for this purpose
(including by means of voice response or other electronic means under
circumstances the Employer permits). The application must specify the amount and
duration requested.

RESTATEMENT SEPTEMBER 1, 2004             48               ARTICLE V (4-48179)-1



      Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and credit history of the Participant to determine whether a
loan should be approved.

      Each loan shall be fully documented in the form of a promissory note
signed by the Participant for the face amount of the loan, together with
interest determined as specified above.

      There will be an assignment of collateral to the Plan executed at the time
the loan is made.

      In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be
executed by the Participant at the time the loan is made. Loan repayments that
are accumulated through payroll deduction shall be paid to the Trustee by the
earlier of (i) the date the loan repayments can reasonably be segregated from
the Employer's assets, or (ii) the 15th business day of the month following the
month in which such amounts would otherwise have been paid in cash to the
Participant.

      Where payroll deduction is not available, payments in cash are to be
timely made. Any payment that is not by payroll deduction shall be made payable
to the Employer or the Trustee, as specified in the promissory note, and
delivered to the Loan Administrator, including prepayments, service fees and
penalties, If any, and other amounts due under the note. The Loan Administrator
shall deposit such amounts into the Plan as soon as administratively
practicable after they are received, but in no event later than the 15th
business day of the month after they are received.

      The promissory note may provide for reasonable late payment penalties and
service fees. Any penalties or service fees shall be applied to all Participants
in a nondiscriminatory manner. If the promissory note so provides, such amounts
may be assessed and collected from the Account of the Participant as part of the
loan balance.

      Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

      The Plan shall suspend loan payments for a period not exceeding one year
during which an approved unpaid leave of absence occurs other than a military
leave of absence. The Loan Administrator shall provide the Participant a written
explanation of the effect of the suspension of payments upon his loan.

      If a Participant separates from service (or takes a leave of absence) from
the Employer because of service in the military and does not receive a
distribution of his Vested Account, the Plan shall suspend loan payments until
the Participant's completion of military service or until the Participant's
fifth anniversary of commencement of military service, if earlier, as permitted
under Code Section 414(u), The Loan Administrator shall provide the Participant
a written explanation of the effect of his military service upon his loan.

      If any payment of principal and interest or any portion thereof, remains
unpaid for more than 90 days after due, the loan shall be in default. For
purposes of Code Section 72(p), the Participant shall then be treated as having
received a deemed distribution regardless of whether or not a distributable
event has occurred.

RESTATEMENT SEPTEMBER 1, 2004             49               ARTICLE V (4-48179)-1



      Upon default, the Plan has the right to pursue any remedy available by law
to satisfy the amount due, along with accrued interest, including the right to
enforce its claim against the security pledged and execute upon the collateral
as allowed by law. The entire principal balance whether or not otherwise then
due, along with accrued interest, shall become immediately due and payable
without demand or notice, and subject to collection or satisfaction by any
lawful means, including specifically, but not limited to, the right to enforce
the claim against the security pledged and to execute upon the collateral as
allowed by law.

      In the event of default, foreclosure on the note end attachment of
security or use of amounts pledged to satisfy the amount then due shall not
occur until a distributable event occurs in accordance with the Plan, and shall
not occur to an extent greater than the amount then available upon any
distributable event which has occurred under the Plan.

      All reasonable costs and expenses, including but not limited to attorney's
fees, incurred by the Plan in connection with any default or in any proceeding
to enforce any provision of a promissory note or instrument by which a
promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

      If payroll deduction is being utilized, in the event that a Participant's
available payroll deduction amounts in any given month are insufficient to
satisfy the total amount, due, there will be an increase in the amount taken
subsequently, sufficient to make up the amount that is then due. If any amount
remains past due more than 90 days, the entire principal amount, whether or not
otherwise then due, along with interest then accrued, shall become due and
payable, as above.

      If the Participant ceases to be an Employee, the balance of the
outstanding loan becomes due and payable, and the Participant's Vested Account
will be used as available for distribution(s) to pay the outstanding loan,
unless the Participant elects a direct rollover of the loan to another plan. The
Participant's Vested Account will not be used to pay any amount due under the
outstanding loan before the date, which is the later of 30 days after:

            the date he ceased to be an Employee; or

            the date of the direct rollover to another plan.

      The Participant may elect to repay the outstanding loan with interest on
the day of repayment. If no distributable event has occurred under the Plan at
the time that the Participant's Vested Account would otherwise be used under
this provision to pay any amount due under the outstanding loan, this will not
occur until the time, or in excess of the extent to which, a distributable event
occurs under the Plan. An outstanding loan will become due and payable in full
60 days after a Participant ceases to be an Employee and a party-in-interest as
defined in ERISA or after complete termination of the Plan.

SECTION 5.07--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.

      The Plan specifically permits distributions to an Alternate Payee under a
qualified domestic relations order as defined in Code Section 414(p), at any
time, irrespective of whether the Participant has attained his earliest
retirement age, as defined in Code Section 414(p), under the Plan. A
distribution to an Alternate Payee before the Participant has attained his
earliest retirement age is available only if the order specifies that
distribution shall be made prior to the earliest retirement age or allows the
Alternate Payee to elect a distribution prior to the earliest retirement age.

RESTATEMENT SEPTEMBER 1, 2004             50               ARTICLE V (4-48179)-1



      Nothing in this section shall permit a Participant to receive a
distribution at a time otherwise not permitted under the Plan nor shall it
permit the Alternate Payee to receive a form of payment not permitted under the
Plan.

      The benefit payable to an Alternate Payee shall be subject to the
provisions of the SMALL AMOUNTS SECTION of Article X if the value of the benefit
does not exceed $5,000.

      The Plan Administrator shall establish reasonable procedures to determine
the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator shall promptly notify the Participant
and the Alternate Payee named in the order, in writing, of the receipt of the
order and the Plan's procedures for determining the qualified status of the
order. Within a reasonable period of time after receiving the domestic relations
order, the Plan Administrator shall determine the qualified status of the order
and shall notify the Participant and each Alternate Payee, in writing, of its
determination. The Plan Administrator shall provide notice under this paragraph
by mailing to the individual's address specified in the domestic relations
order, or in a manner consistent With Department of Labor regulations. The Plan
Administrator may treat as qualified any domestic relations order entered into
before January 1, 1985, irrespective of whether it satisfies all the
requirements described in Code Section 414(p).

      If any portion of the Participant's Vested Account is payable during the
period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of
the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations order within 18 months of the date amounts are
first payable following receipt of the order, the payable amounts Shall be
distributed in accordance with the order. If the Plan Administrator does not
make its determination of the qualified status of the order within the 18-month
determination period, the payable amounts shall be distributed in the manner the
Plan would distribute if the order did not exist and the order shall apply
prospectively if the Plan Administrator later determines the order is a
qualified domestic relations order.

      The Plan shall make payments or distributions required under this section
by separate benefit checks or other separate distribution to the Alternate
Payee(s).

RESTATEMENT SEPTEMBER 1, 2004             51               ARTICLE V (4-48179)-1


                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

      Unless an optional form of benefit is selected pursuant to a qualified
election within the election period (see the ELECTION PROCEDURES SECTION of this
article), the automatic form of benefit payable to or on behalf of a Participant
is determined as follows:

      (a)   Retirement Benefits. The automatic form of retirement benefit for a
            Participant who does not die before his Annuity Starting Date shall
            be:

            (1)   The Qualified Joint and Survivor Annuity for a Participant who
                  has a spouse.

            (2)   The Normal Form for a Participant who does not have a spouse.

      (b)   Death Benefits. The automatic form of death benefit for a
            Participant who dies before his Annuity Starting Date shall be:

            (1)   A Qualified Preretirement Survivor Annuity for a Participant
                  who has a spouse to whom he has been continuously married
                  throughout the one-year period ending on the date of his
                  death. The spouse may elect to start receiving the death
                  benefit on any first day of the month on or after the
                  Participant dies and by the date the Participant would have
                  been age 70 1/2. If the spouse dies before benefits start,
                  the Participant's Vested Account, determined as of the date of
                  the spouse's death, shall be paid to the spouse's Beneficiary.

            (2)   A single-sum payment to the Participant's Beneficiary for a
                  Participant who does not have a spouse who is entitled to a
                  Qualified Preretirement Survivor Annuity.

            Before a death benefit will be paid on account of the death of a
            Participant who does not have a spouse who is entitled to a
            Qualified Preretirement Survivor Annuity, it must be established to
            the satisfaction of a plan representative that the Participant does
            not have such a spouse.

SECTION 6.02-OPTIONAL FORMS OF DISTRIBUTION.

      (a)   Retirement Benefits. The optional forms of retirement benefit shall
            be the following: (i) a straight life annuity; (ii) single life
            annuities with certain periods of 5, 10 or 15 years; (iii) a single
            life annuity with installment refund; (iv) survivorship life
            annuities with installment refund and survivorship percentages of
            50%, 66 2/3% or 100%; (v) fixed period annuities for any period of
            whole months which is not less than 60 and does not exceed the Life
            Expectancy, as defined in Article VII, of the Participant where the
            Life Expectancy is not recalculated; and (vi) a full flexibility
            option. A single sum payment is also available.

            The full flexibility option is an optional form of benefit under
            which the Participant receives a distribution each calendar year,
            beginning with the calendar year in which his Annuity Starting Date
            occurs. The Participant may elect the amount to be distributed each
            year (not less than

RESTATEMENT SEPTEMBER 1, 2004              52             ARTICLE VI (4-48179)-1




            $1,000). The amount payable in his first Distribution Calendar Year,
            as defined in Article VII, must satisfy the minimum distribution
            requirements of Article VII for such year. Distributions for later
            Distribution Calendar Years, as defined in Article VII, must satisfy
            the minimum distribution requirements of Article VII for such years.
            If the Participant's Annuity Starting Date does not occur until his
            second Distribution Calendar Year, as defined in Article VII, the
            amount payable for such year must satisfy the minimum distribution
            requirements of Article VII for both the first and second
            Distribution Calendar Years, as defined in Article VII.

            If the Plan is amended to eliminate or restrict an options) form of
            distribution and the Plan provides a single sum distribution form
            that is Otherwise identical to the optional form of distribution
            eliminated or restricted, the amendment shall not apply to any
            distribution with an Annuity Starting Date earlier than the first
            day of the second Plan Year following the Plan Year in which the
            amendment is adopted.

            Election of an optional form is subject to the qualified election
            provisions of the ELECTION PROCEDURES SECTION of this article and
            the distribution requirements of Article VII.

            Any annuity contract distributed shall be nontransferable. The terms
            of any annuity contract purchased and distributed by the Plan to a
            Participant or spouse shall comply with the requirements of this
            Plan.

      (b)   Death Benefits. The optional forms of death benefit are a single-sum
            payment and any annuity that is an optional form of retirement
            benefit. However, the full flexibility option shall not be available
            if the Beneficiary is not the spouse of the deceased Participant.

            Election of an optional form is subject to the qualified election
            provisions of the ELECTION PROCEDURES SECTION of this article and
            the distribution requirements of Article VII.

SECTION 6.03--ELECTION PROCEDURES.

      The Participant, Beneficiary, or spouse shall make any election under this
section in writing. The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made. Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of (c) below.

      (a)   Retirement Benefits. A Participant may elect his Beneficiary, or
            Contingent Annuitant and may elect to have retirement benefits
            distributed under any of the optional forms of retirement benefit
            available in the OPTIONAL, FORMS OF DISTRIBUTION SECTION of this
            article.

      (b)   Death Benefits. A Participant may elect his Beneficiary and may
            elect to have death benefits distributed under any of the optional
            forms of death benefit available in the OPTIONAL FORMS OF
            DISTRIBUTION SECTION of this article.

            If the Participant has not elected an optional form of distribution
            for the death benefit payable to his Beneficiary, the Beneficiary
            may, for his own benefit, elect the form of distribution, in like
            manner as a Participant.

RESTATEMENT SEPTEMBER 1, 2004              53            ARTICLE VI  (4-48179)-1



            The Participant may waive the Qualified Preretirement Survivor
            Annuity by naming someone other than his spouse as Beneficiary.

            In lieu of the Qualified Preretirement Survivor Annuity described in
            the AUTOMATIC FORMS OF DISTRIBUTION SECTION of this article, the
            spouse may, for his own benefit, waive the Qualified Preretirement
            Survivor Annuity by electing to have the benefit distributed under
            any of the optional forms of death benefit available in the OPTIONAL
            FORMS OF DISTRIBUTION SECTION of this article.

      (c)   Qualified Election. The Participant, Beneficiary or spouse may make
            an election at any time during the election period. The Participant,
            Beneficiary, or spouse may revoke the election made for make a new
            election) at any time and any number of times during the election
            period. An election is effective only if it meets the consent
            requirements below.

            (1)   Election Period for Retirement Benefits. The election period
                  as to retirement benefits is the 90-day period ending on the
                  Annuity Starting Date. An election to waive the Qualified
                  Joint and Survivor Annuity may not be made before the date the
                  Participant is provided with the notice of the ability to
                  waive the Qualified Joint and Survivor Annuity. If the
                  Participant elects a full flexibility option, he may revoke
                  his election at any time before his first Distribution
                  Calendar Year, as defined in Article VII. When he elects to
                  have benefits begin again, he shall have a new Annuity
                  Starting Date. His election period for this election is the
                  90-day period ending on the Annuity Starting Date for the
                  optional form of retirement benefit elected.

            (2)   Election Period for Death Benefits. A Participant may make an
                  election as to death benefits at any time before he dies. The
                  spouse's election period begins on the date the Participant
                  dies and ends on the date benefits begin. The Beneficiary's
                  election period begins on the date the Participant dies and
                  ends on the date benefits begin.

                  An election to waive the Qualified Preretirement Survivor
                  Annuity may not be made by the Participant before the date he
                  is provided with the notice of the ability to waive the
                  Qualified Preretirement Survivor Annuity. A Participant's
                  election to waive the Qualified Preretirement Survivor Annuity
                  which is made before the first day of the Plan Year in which
                  he reaches age 35 shall become invalid on such date. An
                  election made by a Participant after he ceases to be an
                  Employee will not become invalid on the first day of the Plan
                  Year in which he reaches age 35 with respect to death benefits
                  from that part of his Account resulting from Contributions
                  made before he ceased to be an Employee.

            (3)   Consent to Election. If the Participant's Vested Account
                  exceeds $5,000, any benefit which is (i) immediately
                  distributable or (ii) payable in a form other than a Qualified
                  Joint and Survivor Annuity or a Qualified Preretirement
                  Survivor Annuity, requires the consent of the Participant and
                  the Participant's spouse (or where either the Participant or
                  the spouse has died, the survivor). Such consent shall also be
                  required if the Participant had previously had an Annuity
                  Starting Date with respect to any portion of such Vested
                  Account.

                  The consent of the Participant or spouse to a benefit which is
                  immediately distributable must not be made before the date the
                  Participant or spouse is provided with the notice of the
                  ability to defer the distribution. Such consent shall be made
                  in writing.

RESTATEMENT SEPTEMBER 1, 2004              54            ARTICLE VI (4-48179)-1



                  The consent shall not be made more than 90 days before the
                  Annuity Starting Date. Spousal consent is not required for a
                  benefit which is immediately distributable in a Qualified
                  Joint and Survivor Annuity. Furthermore, if spousal consent is
                  not required because the Participant is electing an optional
                  form of retirement benefit that is not a life annuity pursuant
                  to (d) below, only the Participant need consent to the
                  distribution of a benefit payable in a form that is not a life
                  annuity and which is immediately distributable. Neither the
                  consent of the Participant nor the Participant's spouse shall
                  be required to the extent that a distribution is required to
                  satisfy Code Section 401(a)(9) or Code Section 415.

                  In addition, upon termination of this Plan, if the Plan does
                  not offer an annuity option (purchased from a commercial
                  provider), and if the Employer (or any entity within the same
                  Controlled Group) does not maintain another defined
                  contribution plan (other than an employee stock ownership plan
                  as defined in Code Section 4975(e)(7), the Participant's
                  Account balance will, without the Participant's consent, be
                  distributed to the Participant. However, if any entity within
                  the same Controlled Group maintains another defined
                  contribution plan (other than an employee stock ownership plan
                  as defined in Code Section 4975(e)(7)) then the Participant's
                  Account will be transferred, without the Participant's
                  consent, to the other plan if the Participant does not consent
                  to an immediate distribution.

                  A benefit is Immediately distributable if any part of the
                  benefit could be distributed to the Participant (or surviving
                  spouse) before the Participant attains (or would have attained
                  if not deceased) the older of Normal Retirement Age or age 62.

                  If the Qualified Joint and Survivor Annuity is waived, the
                  spouse has the right to limit consent only to a specific
                  Beneficiary or a specific form of benefit. The spouse can
                  relinquish one or both such rights. Such consent shad be made
                  in writing. The consent shall not be made more than 90 days
                  before the Annuity Starting Date. If the Qualified
                  Preretirement Survivor Annuity is waived, the spouse has the
                  right to limit consent only to a specific Beneficiary. Such
                  consent shall be in writing. The spouse's consent shall be
                  witnessed by a plan representative or notary public. The
                  spouse's consent must acknowledge the effect of the election,
                  including that the spouse had the right to limit consent only
                  to a specific Beneficiary or a specific form of benefit, if
                  applicable, and that the relinquishment of one or both such
                  rights was voluntary. Unless the consent of the spouse
                  expressly permits designations by the Participant without a
                  requirement of further consent by the spouse, the spouse's
                  consent must be limited to the form of benefit, if applicable,
                  and the Beneficiary (including any Contingent Annuitant),
                  class of Beneficiaries, or contingent Beneficiary named in the
                  election.

                  Spousal consent is not required, however, if the Participant
                  establishes to the satisfaction of the plan representative
                  that the consent of the spouse cannot be obtained because
                  there is no spouse or the spouse cannot be located. A spouse's
                  consent under this paragraph shall not be valid with respect
                  to any other spouse. A Participant may revoke a prior election
                  without the consent of the spouse. Any new election will
                  require a new spousal consent, unless the consent of the
                  spouse expressly permits such election by the Participant
                  without further consent by the spouse. A spouse's consent may
                  be revoked at any time within the Participant's election
                  period.

RESTATEMENT SEPTEMBER 1,2004               5              ARTICLE VI (4-48179)-1



      (d)   Special Rule for Profit Sharing Plans. This subparagraph (d) applies
            if the Plan is not a direct or indirect transferee after December
            31, 1984, of a defined benefit plan,-money purchase plan, target
            benefit plan, stock bonus plan, or profit sharing plan which is
            subject to the survivor annuity requirements of Code Sections
            401(a)(11) and 417. If the above condition is met, spousal consent
            is not required for electing an optional form of retirement benefit
            that is not a life annuity. If such condition is not met, such
            consent requirements shall be operative.

SECTION 6.04-NOTICE REQUIREMENTS.

      (a)   Optional Forms of Retirement Benefit and Right to Defer. The Plan
            Administrator shall furnish to the Participant and the Participant's
            spouse a written explanation of the optional forms of retirement
            benefit in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this
            article, including the material features and relative values of
            these options, in a manner that would satisfy the notice
            requirements of Code Section 417(a)(3) and the right of the
            Participant and the Participant's spouse to defer distribution until
            the benefit is no longer immediately distributable.

            The Plan Administrator shall furnish the written explanation by a
            method reasonably calculated to reach the attention of the
            Participant and the Participant's spouse no less than 30 days, and
            no more than 90 days, before the Annuity Starting Date.

            The Participant (and spouse, if applicable) may waive the 30-day
            election period if the distribution of the elected form of
            retirement benefit begins more than 7 days after the Plan
            Administrator provides the Participant (and spouse, if applicable)
            the written explanation provided that: (i) the Participant has been
            provided with information that clearly indicates that the
            Participant has at least 30 days to consider the decision of whether
            or not to elect a distribution and a particular distribution option,
            (it) the Participant is permitted to revoke any affirmative
            distribution election at least until the Annuity Starting Date or,
            if later, at any time prior to the expiration of the 7-day period
            that begins the day after the explanation is provided to the
            Participant, and (iii) the Annuity Starting Date is a date after the
            date that the written explanation was provided to the Participant.

      (b)   Qualified Joint and Survivor Annuity. The Plan Administrator shall
            furnish to the Participant a written explanation of the following:
            the terms and conditions of the Qualified Joint and Survivor
            Annuity; the Participant's right to make, and the effect of, an
            election to waive the Qualified Joint and Survivor Annuity; the
            rights of the Participant's spouse; and the right to revoke an
            election and the effect of such a revocation.

            The Plan Administrator shall furnish the written explanation by a
            method reasonably calculated to reach the attention of the
            Participant no less than 30 days, and no more than 90 days, before
            the Annuity Starting Date.

            The Participant (and spouse, if applicable) may waive the 30-day
            election period if the distribution of the elected form of
            retirement benefit begins more than 7 days after the Plan
            Administrator provides the Participant (and spouse, if applicable)
            the written explanation provided that: (i) the Participant has been
            provided with information that clearly indicates that the
            Participant has at least 30 days to consider whether to waive the
            Qualified Joint and Survivor Annuity and elect (with spousal
            consent, if applicable) a form of distribution other than a
            Qualified Joint and Survivor Annuity, (ii) the Participant is
            permitted to revoke any affirmative distribution election at least
            until the Annuity Starting Date or, if later, at any time prior to
            the expiration of the 7-day

RESTATEMENT SEPTEMBER 1, 2004              56             ARTICLE VI (4-48179)-1



            period that begins the day after the explanation of the Qualified
            Joint and Survivor Annuity is provided to the Participant, and (iii)
            the Annuity Starting Date is a date after the date that the written
            explanation was provided to the Participant.

            After the written explanation is given, a Participant or spouse may
            make a written request for additional information. The written
            explanation must be personally delivered of mailed (first class
            mail, postage prepaid) to the Participant or spouse within 30 days
            from the date of the written request. The Plan Administrator does
            not need to comply with more than one such request by a Participant
            or spouse.

            The Plan Administrator's explanation shall be written in
            nontechnical language and will explain the terms and conditions of
            the Qualified Joint and Survivor Annuity and the financial effect
            upon the Participant's benefit (in terms of dollars per benefit
            payment) of electing not to have benefits distributed in accordance
            with the Qualified Joint and Survivor Annuity.

      (c)   Qualified Preretirement Survivor Annuity. The Plan Administrator
            shall furnish to the Participant a written explanation of the
            following; the terms and conditions of the Qualified Preretirement
            Survivor Annuity; the Participant's right to make, and the effect
            of, an election to waive the Qualified Preretirement Survivor
            Annuity; the rights of the Participant's spouse; and the right to
            revoke an election and the effect of such a revocation.

            The Plan Administrator shall furnish the written explanation by a
            method reasonably calculated to reach the attention of the
            Participant within the applicable period. The applicable period for
            a Participant is whichever of the following periods ends last:

            (1)   the period beginning one year before the date the individual
                  becomes a Participant and ending one year after such date; or

            (2)   the period beginning one year before the date the
                  Participant's spouse is first entitled to a Qualified
                  Preretirement Survivor Annuity and ending one year after such
                  date.

            If such notice is given before the period beginning with the first
            day of the Plan Year in which the Participant attains age 32 and
            ending with the close of the Plan Year preceding the Plan Year in
            which the Participant attains age 35, an additional notice shall be
            given within such period. If a Participant ceases to be an Employee
            before attaining age 35, an additional notice shall be given within
            the period beginning one year before the date he ceases to be an
            Employee and ending one year after such date.

            After the written explanation is given, a Participant or spouse may
            make a written request for additional information. The written
            explanation must be personally delivered or mailed (first class
            mail, postage prepaid) to the Participant or spouse within 30 days
            from the date of the written request. The Plan Administrator does
            not need to comply with more than one such request by a Participant
            or spouse.

            The Plan Administrator's explanation shall be written in
            nontechnical language and will explain the terms and conditions of
            the Qualified Preretirement Survivor Annuity and the financial
            effect upon the spouse's benefit (in terms of dollars per benefit
            payment) of electing not to have benefits distributed in accordance
            with the Qualified Preretirement Survivor Annuity.

RESTATEMENT SEPTEMBER 1, 2004              57             ARTICLE VI (4-48179)-1



                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

SECTION 7.01--APPLICATION.

      The optional forms of distribution are only those provided in Article VI.
An optional form of distribution shall not be permitted unless it meets the
requirements of this article. The timing of any distribution must meet the
requirements of this article.

SECTION 7.02--DEFINITIONS.

      For purposes of this article, the following terms are defined:

      Applicable Life Expectancy means Life Expectancy (or Joint and Last
      Survivor Expectancy) calculated using the attained age of the Participant
      (or Designated Beneficiary) as of the Participant's (or Designated
      Beneficiary's) birthday in the applicable calendar year reduced by one for
      each calendar year which has elapsed since the data Life Expectancy was
      first calculated. If Life Expectancy is being recalculated, the Applicable
      Life Expectancy shall be the Life Expectancy so recalculated. The
      applicable calendar year shall be the first Distribution Calendar Year,
      and if Life Expectancy is being recalculated, such succeeding calender
      year.

      Designated Beneficiary means the individual who is designated as the
      beneficiary under the Plan in accordance with Code Section 401(a)(9) and
      the regulations thereunder.

      Distribution Calendar Year means a calendar year for which a minimum
      distribution is required. For distributions beginning before the
      Participant's death, the first Distribution Calendar Year is the calendar
      year immediately preceding the calender year which contains the
      Participant's Required Beginning Date. For distributions beginning after
      the Participant's death, the first Distribution Calendar Year is the
      calendar year in which distributions are required to begin pursuant to (e)
      of the DISTRIBUTION REQUIREMENTS SECTION of this article.

      5-percent Owner means a 5-percent owner as defined in Code Section 416. A
      Participant is treated as a 5-percent Owner for purposes of this article
      if such Participant is a 5-percent Owner at any time during the Plan Year
      ending with or within the calendar year in which such owner attains age 70
      1/2.

      In addition, a Participant is treated as a 5-percent Owner for purposes of
      this article if such Participant becomes a 5-percent Owner in a later Plan
      Year. Such Participant's Required Beginning Date shall not be later than
      the April 1 of the calendar year following the calendar year in which such
      later Plan Year ends.

      Once distributions have begun to a 5-percent Owner under this article,
      they must continue to be distributed, even if the Participant ceases to be
      a 5-percent Owner in a subsequent year.

      JOINT AND LAST SURVIVOR EXPECTANCY means joint and last survivor
      expectancy computed using the expected return multiples in Table VI of
      section 1,72-9 of the Income Tax Regulations.

RESTATEMENT SEPTEMBER 1, 2004              58            ARTICLE VII (4-48179)-1



      Unless otherwise elected by the Participant by the time distributions are
      required to begin, life expectancies shall be recalculated annually. Such
      election shall be irrevocable as to the Participant and shall apply to all
      subsequent years. The life expectancy of a nonspouse Beneficiary may not
      be recalculated.

      LIFE EXPECTANCY means life expectancy computed using the expected return
      multiples in Table V of section 1.72-9 of the Income Tax Regulations.

      Unless otherwise elected by the Participant (or spouse, in the case of
      distributions described in (e)(2)(iii) of the DISTRIBUTION REQUIREMENTS
      SECTION of this article) by the time distributions are required to begin,
      life expectancy shall be recalculated annually. Such election shall be
      irrevocable as to the Participant (or spouse) and shall apply to all
      subsequent years. The life expectancy of a nonspouse Beneficiary may not
      be recalculated.

      PARTICIPANT'S BENEFIT means:

      (a)   The Account balance as of the last Valuation Date in the calendar
            year immediately preceding the Distribution Calendar Year (valuation
            calendar year) increased by the amount of any contributions or
            forfeitures allocated to the Account balance as of the dates in the
            valuation calendar year after the Valuation Date and decreased by
            distributions made in the valuation calendar year after the
            Valuation Date.

      (b)   Exception for Second Distribution Calender Year. For purposes of (a)
            above, if any portion of the minimum distribution for the first
            Distribution Calendar Year is made in the second Distribution
            Calendar Year on or before the Required Beginning Date, the amount
            of the minimum distribution made in the second Distribution Calendar
            Year shall be treated as if it had been made in the immediately
            preceding Distribution Calendar Year.

      REQUIRED BEGINNING DATE means, for a Participant who is a 5-percent Owner,
      the April 1 of the calendar year following the calendar year in which he
      attains age 70 1/2.

      REQUIRED BEGINNING DATE means, for any Participant who is not a 5-percent
      Owner, the April 1 of the calendar year following the later of the
      calendar year in which he attains age 70 1/2 or the calendar year in which
      he retires.

      The preretirement age 70 1/2 distribution option is only eliminated with
      respect to Participants who reach age 70 1/2 in or after a calendar year
      that begins after the later of December 31, 1998, or the adoption date of
      the amendment which eliminated such option. The preretirement age 70 1/2
      distribution is an optional form of benefit under which benefits payable
      in a particular distribution form (including any modifications that may be
      elected after benefits begin) begin at a time during the period that
      begins on or after January 1 of the calendar year in which the Participant
      attains age 70 1/2 and ends April 1 of the immediately following calendar
      year.

      The options available for Participants who are not 5-percent Owners and
      attained age 70 1/2 in calendar years before the calendar year that begins
      after the later of December 31, 1998, or the adoption date of the
      amendment which eliminated the preretirement age 70 1/2 distribution shall
      be the following. Any such Participant attaining age 70 1/2 in years after
      1995 may elect by April 1 of the calendar year following the calendar year
      in which he attained age 70 1/2 (or by December 31,

RESTATEMENT SEPTEMBER 1, 2004              59           ARTICLE VII (4-48179)-1



      1997 in the case of a Participant attaining age 70 1/2 in 1996) to defer
      distributions until the calender year following the calendar year in which
      he retires. Any such Participant attaining age 70 1/2 in years prior to
      1997 may elect to stop distributions which are not purchased annuities and
      recommence by the April 1 of the calendar year following the year in
      which he retires. There shall be a new Annuity Starting Date upon
      recommencement.

SECTION 7.O3--DISTRIBUTION REQUIREMENTS.

      (a)   General Rules.

            (1)   Subject to the AUTOMATIC FORMS OF DISTRIBUTION SECTION of
                  Article VI, joint and survivor annuity requirements, the
                  requirements of this article shall apply to any distribution
                  of a Participant's interest and shall take precedence over any
                  inconsistent provisions of this Plan. Unless otherwise
                  specified, the provisions of this article apply to calender
                  years beginning after December 31, 1984.

            (2)   All distributions required under this article shall be
                  determined and made in accordance with the proposed
                  regulations under Code Section 401(a)(9), including the
                  minimum distribution incidental benefit requirement of section
                  1.401 (a)(9)-2 of the proposed regulations.

            (3)   With respect to distributions under the Plan made on or after
                  June 14, 2001, for calendar years beginning on or after
                  January 1, 2001, the Plan will apply the minimum distribution
                  requirements of Code Section 401(a)(9) in accordance with the
                  regulations under Code Section 401 (a)(9) that were proposed
                  on January 17, 2001 (the 2001 Proposed Regulations),
                  notwithstanding any provision of the Plan to the contrary. If
                  the total amount of required minimum distributions made to a
                  Participant for 2001 prior to June 14, 2001, are equal to or
                  greater than the amount of required minimum distributions
                  determined under the 2001 Proposed Regulations, then no
                  additional distributions are required for such Participant for
                  2001 on or after such date. If the total amount of required
                  minimum distributions made to a Participant for 2001 prior to
                  June 14, 2001, are less than the amount determined under the
                  2001 Proposed Regulations, then the amount of required minimum
                  distributions for 2001 on or after such date will be
                  determined so that the total amount of required minimum
                  distributions for 2001 is the amount determined under the 2001
                  Proposed Regulations. These provisions shall continue in
                  effect until the last calendar year beginning before the
                  effective date of final regulations under Code Section
                  401(a)(9) or such other data as may be published by the
                  Internal Revenue Service.

      (b)   Required Beginning Date. The entire interest of a Participant must
            be distributed or begin to be distributed no later than the
            Participant's Required Beginning Date.

      (c)   Limits on Distribution Periods. As of the first Distribution
            Calendar Year, distributions, if not made in a single sum, may only
            be made over one of the following periods Cor combination thereof):

            (1)   the life of the Participant,

            (2)   the life of the Participant and a Designated Beneficiary,

RESTATEMENT SEPTEMBER 1, 2004              60            ARTICLE VII (4-48179)-1



      (3)   a period certain not extending beyond the Life Expectancy of the
            Participant, or

      (4)   a period certain not extending beyond the Joint and Last Survivor
            Expectancy of the Participant and a Designated Beneficiary.

(d)   Determination of Amount to be Distributed Each Year. If the Participant's
      interest is to be distributed in other than a single sum, the following
      minimum distribution rules shall apply on or after the Required Beginning
      Date:

      (1)   Individual Account.

            (i)   If a Participant's Benefit is to be distributed over

                  A.    a period not extending beyond the Life Expectancy of the
                        Participant or the Joint Life and Last Survivor
                        Expectancy of the Participant and the Participant's
                        Designated Beneficiary, or

                  B.    a period not extending beyond the Life Expectancy of the
                        Designated Beneficiary,

                  the amount required to be distributed for each calendar year
                  beginning with the distributions for the first Distribution
                  Calendar Year, must be at least equal to the quotient obtained
                  by dividing the Participant's Benefit by the Applicable life
                  Expectancy.

            (ii)  For calendar years beginning before January 1, 1983, if the
                  Participant's spouse is not the Designated Beneficiary, the
                  method of distribution selected must assure that at least 50
                  percent of the present value of the amount available for
                  distribution is paid within the Life Expectancy of the
                  Participant.

            (iii) For calendar years beginning after December 31, 1988, the
                  amount to be distributed each year, beginning with
                  distributions for the first Distribution Calendar Year shall
                  not be less than the quotient obtained by dividing the
                  Participant's Benefit by the lesser of:

                  A.    the Applicable Life Expectancy, or

                  B.    if the Participant's spouse is not the Designated
                        Beneficiary, the applicable divisor determined from the
                        table set forth in Q&A-4 of section 1.401(a)(9)-2 of the
                        proposed regulations.

                  Distributions after the death of the Participant shall be
                  distributed using the Applicable Life Expectancy in (1)(i)
                  above as the relevant divisor without regard to section 1.401
                  (a)(9)-2 of the proposed regulations.

            (iv)  The minimum distribution required for the Participant's first
                  Distribution Calendar Year must be made an or before the
                  Participant's Required Beginning Date. The minimum
                  distribution for other calendar years, including the minimum
                  distribution for

RESTATEMENT SEPTEMBER 1,2004               61           ARTICLE VII (4-48179)-1



                  the Distribution Calendar Year in which the Participant's
                  Required Beginning Date occurs, must be made on or before
                  December 31 of that Distribution Calendar Year.

      (2)   Other Forms. If the Participant's Benefit is distributed in the form
            of an annuity purchased from an insurance company, distributions
            thereunder shall be made in accordance with the requirements of Code
            Section 401(a)(9) and the proposed regulations thereunder.

(e)   Death Distribution Provisions.

      (1)   Distribution Beginning, Before Death. If the Participant dies after
            distribution of his interest has begun, the remaining portion of
            such interest will continue to be distributed at least as rapidly as
            under the method of distribution being used prior to the
            Participant's death.

      (2)   Distribution Beginning After Death.

            (i)   If the Participant dies before distribution of his interest
                  begins, distribution of the Participant's entire interest
                  shall be completed by December 31 of the calendar year
                  containing the fifth anniversary of the Participant's death
                  except to the extent that an election is made to receive
                  distributions in accordance with A or 8 below:

                  A.    if any portion of the Participant's interest is payable
                        to a Designated Beneficiary, distributions may be made
                        over the life or over a period certain not greater than
                        the Life Expectancy of the Designated Beneficiary
                        beginning on or before December 31 of the calender year
                        immediately following the calendar year in which the
                        Participant died;

                  B.    if the Designated Beneficiary is the Participant's
                        surviving spouse, the date distributions are required to
                        begin in accordance with A above shall not be earlier
                        than the later of:

                        1.    December 31 of the calendar year immediately
                              following the calendar year in which the
                              Participant died, or

                        2.    December 31 of the calendar year in which the
                              Participant would have attained age 70 1/2.

            (ii)  If the Participant has not made an election pursuant to this
                  (e)(2) by the time of his death, the Participant's Designated
                  Beneficiary must elect the method of distribution no later
                  than the earlier of:

                  A.    December 31 of the calendar year in which distributions
                        would be required to begin under this subparagraph, or

                  B.    December 31 of the calendar-year which contains the
                        fifth anniversary of the date of death of the
                        Participant.

RESTATEMENT SEPTEMBER 1,2004               62           ARTICLE VII (4-48179)-1



            (iii) If the Participant has no Designated Beneficiary, or if the
                  Designated Beneficiary does not elect a method of
                  distribution, distribution of the Participant's entire
                  interest must be completed by December 31 of the calendar year
                  containing the fifth anniversary of the Participant's death.

      (3)   For purposes of (e)(2) above, if the surviving spouse dies after the
            Participant, but before payments to such spouse begin, the
            provisions of (e)(2) above, with the exception of (e)(2)(i)(B)
            therein, shall be applied as if the surviving spouse were the
            Participant.

      (4)   For purposes of this (e), distribution of a Participant's interest
            is considered to begin on the Participant's Required Beginning Date
            (or if (e)(3) above is applicable, the date distribution is required
            to begin to the surviving spouse pursuant to (e)(2) above). If
            distribution in the form of an annuity irrevocably begins to the
            Participant before the Required Beginning Date, the date
            distribution is considered to begin is the date distribution
            actually begins.

RESTATEMENT SEPTEMBER 1,2004               63            ARTICLE VII (4-48179)-1



                                  ARTICLE VIII

                             TERMINATION OF THE PLAN

      The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions
constitutes complete termination of the Plan.

      The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of the Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial termination of
the Plan. The Participant's Account shall continue to participate in the
earnings credited, expenses charged, and any appreciation or depreciation of the
Investment Fund until his Vested Account is distributed.

      A Participant's Account which does not result from the Contributions
listed below may be distributed to the Participant after the effective date of
the complete termination of the Plan:

      Elective Deferral Contributions

      Qualified Nonelective Contributions

A Participant's Account resulting from Such Contributions may be distributed
upon complete termination of the Plan, but only if neither the Employer nor any
Controlled Group member maintain or establish a successor defined contribution
plan (other than an employer stock ownership plan as defined in Code Section
4975(e)(7), a simplified employee pension plan as defined in Code Section 408(k)
or a SIMPLE IRA plan as defined in Code Section 408(p)) and such distribution is
made in a lump sum. A distribution under this article shall be a retirement
benefit and shall be distributed to the Participant according to the provisions
of Article VI.

      The Participant's entire Vested Account shall be paid in a single sum to
the Participant as of the effective date of complete termination of the Plan if
(i) the requirements for distribution of Elective Deferral Contributions in the
above paragraph are met and (ii) consent of the Participant is not required in
the ELECTION PROCEDURES SECTION of Article VI to distribute a benefit which is
immediately distributable. This is a small amounts payment. The small amounts
payment is in full settlement of all benefits otherwise payable.

      Upon complete termination of the Plan, no more Employees shall become
Participants and no more Contributions shall be made.

      The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.

RESTATEMENT SEPTEMBER 1, 2004              64          ARTICLE VIII (4-48179)-1



                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN

SECTION 9.01--ADMINISTRATION.

      Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may
arise under the Plan, including all questions relating to the eligibility of
Employees to participate in the Plan and the amount of benefit to which any
Participant, Beneficiary, spouse or Contingent Annuitant may become entitled.
The Plan Administrator's decisions upon all matters within the scope of its
authority shall be final.

      Unless otherwise set out in the Plan or Annuity Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

      The Plan Administrator shall receive all claims for benefits by
Participants, former Participants, Beneficiaries, spouses, and Contingent
Annuitants. The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those benefits
under the provisions of the Plan. The Plan Administrator may establish rules and
procedures to be followed by Claimants in filing claims for benefits, in
furnishing and verifying proofs necessary to determine age, and in any other
matters required to administer the Plan.

SECTION 9.02--EXPENSES.

      Expenses of the Plan, to the extent that the Employer does not pay such
expenses, may be paid out of the assets of the Plan provided that such payment
is consistent with ERISA. Such expenses include, but are not limited to,
expenses for bonding required by ERISA; expenses for recordkeeping and other
administrative services; fees and expenses of the Trustee or Annuity Contract;
expenses for investment education service; and direct costs that the Employer
incurs with respect to the Plan.

SECTION 9.03--RECORDS.

      All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

      Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.

RESTATEMENT SEPTEMBER 1, 2004              65            ARTICLE IX (4-48179)-1



SECTION 9.04--INFORMATION AVAILABLE.

      Any Participant in the Plan or any Beneficiary may examine copies of the
Plan description, latest annual report, any bargaining agreement, this Plan, the
Annuity Contract or any other instrument under which the Plan was established or
is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator shall
furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy.

SECTION 9.05--CLAIM AND APPEAL PROCEDURES.

      A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

      If a claim for benefits under the Plan is denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits
under the Plan has been denied. The notice must be furnished within 90 days of
the date that the claim is received by the Plan Administrator. The Claimant
shall be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered. The
written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.

      The Plan Administrator's notice to the Claimant shall specify the reason
for the denial; specify references to pertinent Plan provisions on which denial
is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to mate the
written appeal within such 60-day period renders the Plan Administrator's
determination of such denial final, binding and conclusive.

      If the Claimant appeals to the Plan Administrator, the Claimant for his
authorized representative) may submit in writing whatever issues and comments
the Claimant (or his authorized representative) feels are pertinent. The
Claimant (or his authorized representative) may review pertinent Plan documents.
The Plan Administrator shall reexamine all facts related to the appeal and make
a final determination as to whether the denial of benefits is justified under
the circumstances. The Plan Administrator shall advise the Claimant of its
decision within 60 days of his written request for review, unless special
circumstances (such as a hearing) would make rendering a decision within the
60-day limit unfeasible. The Claimant must be notified within the 60-day limit
if an extension is necessary. The Plan Administrator shall render a decision on
a claim for benefits no later than 120 days after the request for review is
received.

SECTION 9.06--DELEGATION OF AUTHORITY.

      All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.

RESTATEMENT SEPTEMBER 1, 2004              66            ARTICLE IX  (4-48179)-1



SECTION 9.07--EXERCISE OF DISCRETIONARY AUTHORITY.

      The Employer, Plan Administrator, and any other person or entity who has
authority with respect to the management, administration, or investment of the
Plan may exercise that authority in its/his full discretion, subject only to the
duties imposed under ERISA. This discretionary authority includes, but is not
limited to, the authority to make any and all factual determinations and
interpret all terms and provisions of the Plan documents relevant to the issue
under consideration. The exercise of authority will be binding upon all persons;
will be given deference in all courts of law; and will not be overturned or set
aside by any court of law unless found to be arbitrary and capricious or made in
bad faith.

SECTION 9.08--TRANSACTION PROCESSING.

      Transactions (including, but not limited to, investment directions,
trades, loans, and distributions) shall be processed as soon as administratively
practicable after proper directions are received from the Participant or such
other parties. No guarantee is made by the Plan, Plan Administrator, Trustee,
Insurer, or Employer that such transactions will be processed on a daily or
other basis, and no guarantee is made in any respect regarding the processing
time of such transactions.

      Notwithstanding any other provision of the Plan, the Employer, the Plan
Administrator, or the Trustee reserves the right to not value an investment
Option on any given Valuation Date for any reason deemed appropriate by the
Employer, the Plan Administrator, or the Trustee.

      Administrative practicality will be determined by legitimate business
factors (including, but not limited to, failure of systems or computer programs,
failure of the means of the transmission of data, force majeure, the failure of
a service provider to timely receive values or prices, end correction for errors
or omissions or the errors or omissions of any service provider) and in no event
will be deemed to be less then 14 days. The processing date of a transaction
shall be binding for all purposes of the Plan and considered the applicable
Valuation Date for any transaction.

RESTATEMENT SEPTEMBER 1, 2004              67            ARTICLE IX (4-48179)-1



                                    ARTICLE X

                               GENERAL PROVISIONS

SECTION 10.01--AMENDMENTS.

      The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the time specified by Internal Revenue Service
regulations), to comply with any law or regulation issued by any governmental
agency to which the Plan is subject.

      An amendment may not diminish or adversely affect any accrued interest or
benefit of Participants or their Beneficiaries nor allow reversion or diversion
of Plan assets to the Employer at any time, except as may be required to comply
with any law or regulation issued by any governmental agency to which the Plan
is subject.

      No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Participant's accrued benefit. However, a Participant's
Account may be reduced to the extent permitted under Code Section 412(c)(8). For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's Account with respect to benefits attributable to service before
the amendment shall be treated as reducing an accrued benefit. Furthermore, if
the vesting schedule of the Plan is amended, in the case of an Employee who is a
Participant as of the later of the date such amendment is adopted or the date it
becomes effective, the nonforfeitable percentage (determined as of such date) of
such Employee's right to his employer-derived accrued benefit shall not be less
than his percentage computed under the Plan without regard to such amendment.

      No amendment to the Plan shall be effective to eliminate of restrict an
optional form of benefit with respect to benefits attributable to service before
the amendment except as provided in the MERGERS AND DIRECT TRANSFERS SECTION of
this article and below:

      (a)   The Plan is amended to eliminate or restrict the ability of a
            Participant to receive payment of his Account balance under a
            particular optional form of benefit and the amendment satisfies the
            condition in (1) and the Plan satisfies the condition in (2) below:

            (1)   The amendment provides a single sum distribution form that is
                  otherwise identical to the optional form of benefit eliminated
                  or restricted. For purposes of this condition (1), a single
                  sum distribution form is otherwise identical only if it is
                  identical in all respects to the eliminated or restricted
                  optional form of benefit (or would be identical except that it
                  provides greater rights to the Participant) except with
                  respect to the timing of payments after commencement.

            (2)   The Plan provides that the amendment shall not apply to any
                  distribution with an Annuity Starting Date earlier than the
                  earlier of:

                  (i)   the 90th day after the date the Participant receiving
                        the distribution has been furnished a summary that
                        reflects the amendment and that satisfies the ERISA
                        requirements at 29 CFR 2520.104b-3 relating to a summary
                        of material modifications, or

RESTATEMENT SEPTEMBER 1, 2004              68             ARTICLE X (4-48179)-1



                  (ii)  the first day of the second Plan Year following the Plan
                        Year in which the amendment is adopted.

      (b)   The Plan is amended to eliminate or restrict in-kind distributions
            and the conditions in Q&A 2(b)(2)(iii) in section 1.411(d)-4 of the
            regulations are met.

      If, as a result of an amendment, an Employer Contribution is removed that
is not 100% immediately vested when made, the applicable vesting schedule shall
remain in effect after the date of such amendment. The Participant shall not
become immediately 100% vested in such Contributions as a result of the
elimination of such Contribution except as otherwise specifically provided in
the Plan.

      An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article XI, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant.

      (c)   who has completed at least three Years of Service on the date the
            election period described below ends (five Years of Service if the
            Participant does not have at least one Hour-of-Service in a Plan
            Year beginning after December 31, 1988) and

      (d)   whose nonforfeitable percentage will be determined on any date after
            the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. If after the Plan is
changed, the Participant's nonforfeitable percentage will at all times be as
great as it would have been if the change had not been made, no election needs
to be provided. The election period shall begin no later than the date the Plan
amendment is adopted, or deemed adopted in the case of a change in the top-heavy
status of the Plan, and end no earlier than the 60th day after the latest of the
date the amendment is adopted (deemed adopted) or becomes effective, or the date
the Participant is issued written notice of the amendment (deemed amendment) by
the Employer or the Plan Administrator.

SECTION 10.02--DIRECT ROLLOVERS.

      Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this section, a Distributee may
elect, at the time and in the manner prescribed by the Plan Administrator, to
have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

      Any part of a distribution made under the SMALL AMOUNTS SECTION of this
article (or which is a small amounts payment made under Article VIII at complete
termination of the Plan) which is an Eligible Rollover Distribution, which is
equal to or more than $1,000, and for which the Distributee has not elected to
either have such distribution paid to him or to an Eligible Retirement Plan
shall be rolled over to an Individual Retirement Account (IRA) with an affiliate
of Principal Life Insurance Company. Such amounts shall be initially invested in
the Principal Investor Funds Money Market Fund. The Distributee shall have the
option to change the investment after the IRA has been established.

RESTATEMENT SEPTEMBER 1, 2004              69            ARTICLE X  (4-48179)-1



      Any part of a distribution made under the SMALL AMOUNTS SECTION of this
article (or which is a small amounts payment made under Article VIII at complete
termination of the Plan) which is an Eligible Rollover Distribution, which is
less than $1,000, and for which the Distributee has not elected to either have
such distribution paid to him or to an Eligible Retirement Plan shall be paid to
the Distributee.

SECTION 10.03--MERGERS AND DIRECT TRANSFERS.

      The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation, or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation, or transfer (if this Plan had then
terminated). The Employer may enter into merger agreements or direct transfer of
assets agreements with the employers under other retirement plans which are
qualifiable under Code Section 401(a), including an elective transfer, and may
accept the direct transfer of plan assets, or may transfer plan assets, as a
party to any such agreement. The Employer shall not consent to, or be a party to
a merger, consolidation, or transfer of assets with a defined benefit plan if
such action would result in a defined benefit feature being maintained under
this Plan.

      Notwithstanding any provision of the Plan to the contrary, to the extent
any optional form of benefit under the Plan permits a distribution prior to the
Employee's retirement, death, disability, or severance from employment, and
prior to plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the post-transfer earnings
thereon) and liabilities that are transferred, within the meaning of Code
Section 414(l), to this Plan from a money purchase pension plan qualified under
Code Section 401(e) (other than any portion of those assets and liabilities
attributable to voluntary employee contributions).

      The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated to
the Eligible Employee, until the time he meets all of the requirements to become
an Active Participant.

      The Plan shall hold, administer, and distribute the transferred assets as
a part of the Plan. The Plan shall maintain a separate account for the benefit
of the Employee on whose behalf the Plan accepted the transfer in order to
reflect the value of the transferred assets.

      Unless a transfer of assets to the Plan is an elective transfer as
described below, the Plan shall apply the optional forms of benefit protections
described in the AMENDMENTS SECTION of this article to all transferred assets.

      A Participant's protected benefits may be eliminated upon transfer between
qualified defined contribution plans if the conditions in Q&A 3(b)(1) in section
1.411(d)-4 of the regulations are met. The transfer must meet all of the other
applicable qualification requirements.

      A Participant's protected benefits may be eliminated upon transfer between
qualified plans (both defined benefit and defined contribution) if the
conditions in Q&A 3(c)(1) in section 1.411(d)-4 of the regulations are met.
Beginning January 1, 2002, if the Participant is eligible to receive an
immediate distribution of his entire nonforfeitable accrued benefit in a single
sum distribution that would consist entirely of an eligible rollover
distribution under Code Section 401(a)(31), such transfer will be accomplished
as a direct rollover under Code

RESTATEMENT SEPTEMBER 1, 2004              70             ARTICLE X (4-48179)-1



Section 401 (a)(31). The rules applicable to distributions under the plan would
apply to the transfer, but the transfer would not be treated as a distribution
for purposes of the minimum distribution requirements of Code Section 401

(a)(9).

SECTION 10.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

      The obligations of an Insurer shall be governed solely by the provisions
of the Annuity Contract. The Insurer shall not be required to perform any act
not provided in or contrary to the provisions of the Annuity Contract. Each
Annuity Contract when purchased shall comply with the Plan. See the CONSTRUCTION
SECTION of this article.

      Any issuer or distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee with regard to such Investment contracts of securities.

      Such Insurer, issuer or distributor is not a party to the Plan, nor bound
in any way by the Plan provisions. Such parties shall not be required to look to
the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

      Until notice of any amendment or termination of this Plan or a change in
Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be Fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 10.05--EMPLOYMENT STATUS.

      Nothing contained in this Plan gives an Employee the right to be retained
in the Employer's employ or to interfere with the Employer's right to discharge
any Employee.

SECTION 10.06--RIGHTS TO PLAN ASSETS.

      An Employee shall not have any right to or interest in any assets of the
Plan upon termination of employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee according to the Plan provisions.

      Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries, spouse or Contingent Annuitant of such
Participant under the Plan provisions shall be in full satisfaction of all
claims against the Plan, the Named Fiduciary, the Plan Administrator, the
Insurer, the Trustee, and the Employer arising under or by virtue of the Plan.

SECTION 10.07--BENEFICIARY.

      Each Participant may name a Beneficiary to receive any death benefit
(other than any income payable to a Contingent Annuitant) that may arise out of
his participation in the Plan. The Participant may change his Beneficiary from
time to time. Unless a qualified election has been made, for purposes of
distributing any

RESTATEMENT SEPTEMBER 1, 2004              71             ARTICLE X (4-48179)-1



death benefits before the Participant's Retirement Date, the Beneficiary of a
Participant who has a spouse who is entitled to a Qualified Preretirement
Survivor Annuity shall be the Participant's spouse. The Participant's
Beneficiary designation and any change of Beneficiary shall be subject to the
provisions of the ELECTION PROCEDURES SECTION of Article VI. It is the
responsibility of the Participant to give written notice to the insurer of the
name of the Beneficiary on a form furnished for that purpose.

      With the Employer's consent, the Plan Administrator may maintain records
of Beneficiary designations for Participants before their Retirement Dates. In
that event, the written designations made by Participants shall be filed with
the Plan Administrator. If 8 Participant dies before his Retirement Date, the
Plan Administrator shall certify to the Insurer the Beneficiary designation on
its records for the Participant.

      If there is no Beneficiary named or surviving when a Participant dies, the
Participant's Beneficiary shall be the Participant's surviving spouse, or where
there is no surviving spouse, the executor or administrator of the Participant's
estate.

SECTION 10.08--NONALIENATION OF BENEFITS.

      Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary, spouse or Contingent Annuitant. A
Participant, Beneficiary, spouse or Contingent Annuitant does not have any
rights to alienate, anticipate, commute, pledge, encumber, or assign any of such
benefits, except in the case of a loan as provided in the LOANS TO PARTICIPANTS
SECTION of Article V. The preceding sentences shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant according to a domestic relations order, unless such order is
determined by the Plan Administrator to be a qualified domestic relations order,
as defined in Code Section 414(p), or any domestic relations order entered
before January 1, 1985, The preceding sentences shall not apply to any offset of
a Participant's benefits provided under the Plan against an amount the
Participant is required to pay the Plan with respect to a judgement, order, or
decree issued, or a settlement entered into, on or after August 5, 1997, which
meets the requirements of Code Sections 40l(a)(13)(C) or (D).

SECTION 10.09--CONSTRUCTI0N.

      The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state in which the Employer has its principal Office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed end enforced as if the illegal or invalid provision had
never been included.

      In the event of any conflict between the provisions of the Plan and the
terms of any Annuity Contract issued hereunder, the provisions of the Plan
control.

SECTION 10.10--LEGAL ACTIONS.

      No person employed by the Employer; no Participant, former Participant, or
their Beneficiaries; nor any other person having or claiming to have an
interest in the Plan is entitled to any notice of process. A final judgment
entered in any such action or proceeding shall be binding end conclusive on all
persons having or claiming to have an interest in the Plan.

RESTATEMENT SEPTEMBER 1, 2004              72            ARTICLE X  (4-48179)-1


SECTION 10.11--SMALL AMOUNTS.

      If consent of the Participant is not required for a benefit which is
immediately distributable in the ELECTION PROCEDURES SECTION of Article VI, a
Participant's entire Vested Account shall be paid in a single sum as of the
earliest of his Retirement Date, the date he dies, or the date he ceases to be
an Employee for any other reason (the date the Employer provides notice to the
record keeper of the Plan of such event, if later). For purposes of this
section, if the Participant's Vested Account Is zero, the Participant shell be
deemed to have received a distribution of such Vested Account. If a Participant
would have received a distribution under the first sentence of this paragraph
but for the fact that the Participant's consent was needed to distribute a
benefit which is immediately distributable, end if at a later time consent would
not be needed to distribute a benefit which is immediately distributable and
such Participant has not again become an Employee, such Vested Account shall be
paid in a single sum. This is a small amounts payment.

      If a small amounts payment is made as of the date the Participant dies,
the small amounts payment shall be made to the Participant's Beneficiary (spouse
if the death benefit is payable to the spouse). If a small amounts payment is
made while the Participant is living, the small amounts payment shall be made to
the Participant. The small amounts payment is in full settlement of benefits
otherwise payable.

      No other small amounts payments shall be made.

SECTION 10.12--WORD USAGE.

      The masculine gender, where used in this Plan, shall include the feminine
gender and the singular words, as used in this Plan, may include the plural,
unless the context indicates otherwise.

      The words "in writing" and "written," where used in this Plan, shall
include any other forms, such as voice response or other electronic system, as
permitted by any governmental agency to which the Plan is subject.

SECTION 10.13--CHANGE IN SERVICE METHOD.

      (a)   Change of Service Method Under This Plan. If this Plan is amended to
            change the method of crediting service from the elapsed time method
            to the hours method for any purpose under this Plan, the Employee's
            service shall be equal to the sum of (1), (2), and (3) below:

            (1)   The number of whole years of service credited to the Employee
                  under the Plan as of the date the change is effective.

            (2)   One year of service for the computation period in which the
                  change is effective if he is credited with the required number
                  of Hours-of-Service. If an Employee was credited with a
                  fractional part of a year of service as of the date of change
                  using the elapsed time method, for the portion of such
                  computation period ending on the date of change the Employee
                  will be credited with the greater of his actual
                  Hours-of-Service or an equivalent number of Hours-of-Service
                  based on the fractional part of a year of service credited as
                  of the date of change. The Employee shall be credited with 190
                  Hours-of-Service for each month of service in such fractional
                  part of a year.

RESTATEMENT SEPTEMBER 1, 2004           73                 ARTICLE X (4-48179)-1



            (3)   The Employee's service determined under this plan using the
                  hours method after the end of the computation period in which
                  the change in service method was effective.

            If this Plan is amended to change the method of crediting service
            from the hours method to the elapsed time method for any purpose
            under this Plan, the Employee's service shall be equal to the sum of
            (4), (5), and (6) below:

            (4)   The number of whole years of service credited to the Employee
                  under the Plan as of the beginning of the computation period
                  in which the change in service method is effective.

            (5)   The greater of (i) the service that would be credited to the
                  Employee for that entire computation period using the elapsed
                  time method or (ii) the service credited to him under the Plan
                  as of the data the change is effective.

            (6)   The Employee's service determined under this Plan using the
                  elapsed time method after the end of the applicable
                  computation period in which the change in service method was
                  affective.

      (b)   Transfers Between Plans with Different Service Methods. If an
            Employee has been a participant in another plan of the Employer
            which credited service under the elapsed time method for any purpose
            which under this Plan is determined using the hours method, then the
            Employee's service shall be equal to the sum of (1), (2), and (3)
            below:

            (1)   The number of whole years of service credited to the Employee
                  under the other plan as of the date he became an Eligible
                  Employee under this Plan.

            (2)   One year of service for the applicable computation period in
                  which he became art Eligible Employee if he is credited with
                  the required number of Hours-of-Service. If an Employee was
                  credited with a fractional part of a year of service as of the
                  date he became en Eligible Employee using the elapsed time
                  method, for the portion of such computation period ending on
                  the date he became an Eligible Employee the Employee will be
                  credited with the greater of his actual Hours-of-Service or an
                  equivalent number of Hours-of-Service based on the fractional
                  part of a year of service credited as of the date he became an
                  Eligible Employee. The Employee shall be credited with 190
                  Hours-of-Service for each month of service in such fractional
                  part of a year.

            (3)   The Employee's service determined under this Plan using the
                  hours method after the end of the computation period in which
                  he became an Eligible Employee.

            If en Employee has been a participant in another plan of the
            Employer which credited service under the hours method for any
            purpose which under this Plan is determined using the elapsed time
            method, then the Employee's service shall be equal to the sum of
            (4), (5), and (6) below:

            (4)   The number of whole years of service credited to the Employee
                  under the other plan as of the beginning of the computation
                  period under that plan in which he became an Eligible Employee
                  under this Plan.

RESTATEMENT SEPTEMBER 1, 2004           74                 ARTICLE X (4-48179)-1



            (5)   The greater of (i) the service that would be credited to the
                  Employee for that entire computation period using the elapsed
                  time method or (ii) the service credited to him under the
                  other plan as of the date he became an Eligible Employee under
                  this Plan.

            (6)   The Employee's service determined under this Plan using the
                  elapsed time method after the end of the applicable
                  computation period under the other plan in which he became an
                  Eligible Employee.

      If an Employee has been a participant in a Controlled Group member's plan
which credited service under a different method than is used in this Plan, in
order to determine entry and vesting, the provisions in (b) above shall apply as
though the Controlled Group member's plan were a plan of the Employer.

      Any modification of service contained in this Plan shall be applicable to
the service determined pursuant to this section.


SECTION 10.14--MILITARY SERVICE.

      Notwithstanding any provision of this Plan to the contrary, the Plan shall
provide contributions, benefits, and service credit with respect to qualified
military service in accordance with Code Section 414(u). Loan repayments shall
be suspended under this Plan as permitted under Code Section 414(u).

RESTATEMENT SEPTEMBER 1, 2004           75                 ARTICLE X (4-48179)-1



                                   ARTICLE XI

                           TOP-HEAVY PLAN REQUIREMENTS

SECTION 11.01-APPLICATION.

      The provisions of this article shall supersede all other provisions in the
Plan to the contrary.

      For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer, as used in this article, shall be deemed to include all
members of the Controlled Group, unless the term as used clearly indicates only
the Employer is meant.

      The accrued benefit or account of a participant which results from
deductible employee contributions shall not be included for any purpose under
this article.

      The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of this article
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this
purpose, the term "employee representatives" does not include any organization
more than half of whose members are employees who are owners, officers, or
executives.

SECTION 11.02--DEFINITIONS.

      For purposes of this article the following terms are defined:

      Aggregation Group means:

      (a)   each of the Employer's qualified plans in which a Key Employee is a
            participant during the Plan Year containing the Determination Date
            (regardless of whether the plan was terminated) or one of the four
            preceding Plan Years.

      (b)   each of the Employer's other qualified plans which allows the
            plan(s) described in (a) above to meet the nondiscrimination
            requirement of Code Section 401(a)(4) or the minimum coverage
            requirement of Code Section 410, and

      (c)   any of the Employer's other qualified plans not included in (a) or
            (b) above which the Employer desires to include as part of the
            Aggregation Group. Such a qualified plan shall be included only if
            the Aggregation Group would continue to satisfy the requirements of
            Code Section 401(a)(4) and Code Section 410.

      The plans in (a) and (b) above constitute the "required" Aggregation
      Group. The plans in (a), (b), and (c) above constitute the "permissive"
      Aggregation Group.

RESTATEMENT SEPTEMBER 1, 2004           76                ARTICLE XI (4-48179)-1



      Compensation means compensation as defined in the CONTRIBUTION LIMITATION
      SECTION of Article III. For purposes of determining who is a Key Employee
      in years beginning before January 1, 1998, Compensation shall include, in
      addition to compensation as defined in the CONTRIBUTION LIMITATION SECTION
      of Article III, elective contributions. Elective contributions are amounts
      excludible from the gross income of the Employee under Code Sections 125,
      402(e)(3), 402(h)(1)(B), or 403(b), and contributed by the Employer, at
      the Employee's election, to a Code Section 401 (k) arrangement, a
      simplified employee pension, cafeteria plan, or tax-sheltered annuity.
      Elective contributions also include amounts deferred under a Code Section
      457 plan maintained by the Employer.

      Determination Date means as to any plan, for any plan year subsequent to
      the first plan year, the last day of the preceding plan year. For the
      first plan year of the plan, the last day of that year.

      Key Employee means any Employee or former Employee (and the Beneficiaries
      of such Employee) who at any time during the determination period was:

      (a)   an officer of the Employer if such individual's annual Compensation
            exceeds 50 percent of the dollar limitation under Code Section
            415(b)(1)(A),

      (b)   an owner (or considered an owner under Code Section 318) of one of
            the ten largest interests in the Employer if such individual's
            annual Compensation exceeds 100 percent of the dollar limitation
            under Code Section 415(c)(1)(A),

      (c)   a 5-percent owner of the Employer, or

      (d)   a 1-percent owner of the Employer who has annual Compensation of
            more than $150,000.

      The determination period is the Plan Year containing the Determination
      Date and the four preceding Plan Years.

      The determination of who is a Key Employee Shall be made according to Code
      Section 416(i)(1) and the regulations thereunder.

      Non-key Employee means any Employee who is not a Key Employee.

      Present Value means the present value of a participant's accrued benefit
      under a defined benefit plan. For purposes of establishing Present Value
      to compute the Top-heavy Ratio, any benefit shall be discounted only for
      7.5% interest and mortality according to the 1971 Group Annuity Table
      (Male) without the 7% margin but with projection by Scale E from 1971 to
      the later of (a) 1974, or (b) the year determined by adding the age to
      1920, and wherein for females the male age six years younger is used.

      Top-heavy Plan means a plan which is top-heavy for any plan year beginning
      after December 31, 1983. This Plan Shall be top-heavy if any of the
      following conditions exist:

      (a)   The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan
            is not part of any required Aggregation Group Of permissive
            Aggregation Group.

      (b)   This Plan is a part of a required Aggregation Group, but not part of
            a permissive Aggregation Group, and the Top-heavy Ratio for the
            required Aggregation Group exceeds 60 percent.

RESTATEMENT SEPTEMBER 1,2004            77                ARTICLE XI (4-48179)-1



      (c)   This Plan is a part of a required Aggregation Group and part of a
            permissive Aggregation Group and the Top-heavy Ratio for the
            permissive Aggregation Group exceeds 60 percent.

      Top-heavy Ratio means:

      (a)   If the Employer maintains one or more defined contribution plans
            (including any simplified employee pension plan) and the Employer
            has not maintained any defined benefit plan which during the
            five-year period ending on the Determination Date(s) has or has had
            accrued benefits, the Top-heavy Ratio for this Plan alone or for the
            required or permissive Aggregation Group, as appropriate, is a
            fraction, the numerator of which is the sum of the account balances
            of all Key Employees as of the Determination Date(s) (including any
            part of any account balance distributed in the five-year period
            ending on the Determination Date(s)), and the denominator of which
            is the sum of all account balances (including any part of any
            account balance distributed in The five-year period ending on the
            Distribution Date(s)), both computed in accordance with Code Section
            416 and the regulations thereunder. Both the numerator and
            denominator of the Top-heavy Ratio are increased to reflect any
            contribution not actually made as of the Determination Date, but
            which is required to be taken into account on that date under Code
            Section 416 and the regulations thereunder.

      (b)   If the Employer maintains one or more defined contribution plans
            (including any simplified employee pension plan) and the Employer
            maintains or has maintained one or more defined benefit plans which
            during the five-year period ending on the Determination Date(s) has
            or has had accrued benefits, the Top-heavy Ratio for any required or
            permissive Aggregation Group, as appropriate, is a fraction, the
            numerator of which is the sum of the account balances under the
            aggregated defined contribution plan or plans of all Key Employees
            determined in accordance with (a) above, and the Present Value of
            accrued benefits under the aggregated defined benefit plan or plans
            for all Key Employees as of the Determination Date(s), and the
            denominator of which is the sum of the account balances under the
            aggregated defined contribution plan or plans for all participants,
            determined in accordance with (a) above, and the Present Value of
            accrued benefits under the defined benefit plan or plans for all
            participants as of the Determination Date(s), all determined In
            accordance with Code Section 416 and the regulations thereunder. The
            accrued benefits under a defined benefit plan in both the numerator
            and denominator of the Top-heavy Ratio are Increased for any
            distribution of an accrued benefit made in the five-year period
            ending on the Determination Date.

      (c)   For purposes of (a) and (b) above, the value of account balances end
            the Present Value of accrued benefits will be determined as of the
            most recent Valuation Date that falls within or ends with the
            12-month period ending on the Determination Date, except as provided
            in Code Section 416 and the regulations thereunder for the first and
            second plan years of a defined benefit plan. The account balances
            and accrued benefits of a participant (i) who is not a Key Employee
            but who was a Key Employee in a prior year or (ii) who has not been
            credited with at least an hour of service with any employer
            maintaining the plan at any time during the five-year period ending
            on the Determination Date will be disregarded. The calculation of
            the Top-heavy Ratio and the extent to which distributions,
            rollovers, and transfers are taken into account will be made in
            accordance with Code Section 416 and the regulations thereunder.
            Deductible employee contributions will not be taken into account for
            purposes of computing the Top-heavy Ratio. When aggregating plans,
            the value of account balances and accrued benefits will be
            calculated with reference to the Determination Dates that fall
            within the same calendar year.

RESTATEMENT SEPTEMBER 1, 2004           78                ARTICLE XI (4-48179)-1



            The accrued benefit of a participant other than a Key Employee shall
            be determined under (i) the method, if any, that uniformly applies
            for accrual purposes under all defined benefit plans maintained by
            the Employer, or (ii) if there is no such method, as if such benefit
            accrued not more rapidly than the slowest accrual rate permitted
            under the fractional rule of Code Section 411(b)(1)(C).

SECTION 11.03--MODIFICATION OF VESTING REQUIREMENTS.

      If a Participant's Vesting Percentage determined under Article I is not at
least as great as his Vesting Percentage would be if it were determined under a
schedule permitted in Code Section 416, the following shall apply. During any
Plan Year in which the Plan is a Top-heavy Plan; the Participant's Vesting
Percentage shall be the greater of the Vesting Percentage determined under
Article I or the schedule below.



VESTING SERVICE                   NONFORFEITABLE
  (Whole years)                     PERCENTAGE
                               
   Less than 2                            0
        2                                20
        3                                40
        4                                60
        5                                80
    6 or more                           100


      The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to the portion of the Participant's
Account which is multiplied by a Vesting Percentage to determine his Vested
Account, including benefits accrued before the effective date of Code Section
416 and benefits accrued before this Plan became a Top-heavy Plan.

      If, in a later Plan Year, this Plan is not a Top-heavy Plan, &
Participant's Vesting Percentage shall be determined under Article I. A
Participant's Vesting Percentage determined under either Article I or the
schedule above shall never be reduced and the election procedures of the
AMENDMENTS SECTION of Article X shall apply when changing to or from the
schedule as though the automatic change were the result of an amendment.

      The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
this article (to the extent required to be nonforfeitable under Code Section
416(b)) may not be forfeited under Code Section 411(a)(3)(B) or (D).

SECTION 11.04--MODIFICATION OF CONTRIBUTIONS.

      During any Plan Year in which this Plan is a Top-heavy Plan, the Employer
shall make a minimum contribution as of the last day of the Plan Year for each
Non-key Employee who is an Employee on the last day of the Plan Year and who was
an Active Participant at any time during the Plan Year. A Non-key Employee is
not required to have a minimum number of Hours-of-Service or minimum amount of
Compensation in order to be entitled to this minimum. A Non-key Employee who
fails to be an Active Participant merely because his Compensation is less than a
stated amount or merely because of a failure to make mandatory participant

RESTATEMENT SEPTEMBER 1, 2004           79                ARTICLE XI (4-48179)-1



contributions or, in the case of a cash or deferred arrangement, elective
contributions shall be treated as if he were an Active Participant. The minimum
is the lesser of (a) or (b) below:

      (a)   3 percent of such person's Compensation for such Plan Year.

      (b)   The "highest percentage" of Compensation for such Plan Year at which
            the Employer's contributions are made for or allocated to any Key
            Employee. The highest percentage shall be determined by dividing the
            Employer Contributions made for or allocated to each Key Employee
            during the Plan Year by the amount of his Compensation for such Plan
            Year, and selecting the greatest quotient (expressed as a
            percentage). To determine the highest percentage, all of the
            Employer's defined contribution plans within the Aggregation Group
            shall be treated as one plan. The minimum shall be the amount in (a)
            above if this Plan and a defined benefit plan of the Employer are
            required to be included in the Aggregation Group and this Plan
            enables the defined benefit plan to meet the requirements of Code
            Section 401(a)(4) or 410.

      For purposes of (a) and (b) above, Compensation shall be limited by Code
Section 401(a)(17).

      If the Employer's contributions and allocations otherwise required under
the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution Shall be required. If the Employer's total contributions
and allocations are less than the minimum above, the Employer shall contribute
the difference for the Plan Year.

      The minimum contribution applies to all of the Employer's defined
contribution plans in the aggregate which are Top-heavy Plans. A minimum
contribution under a profit sharing plan shall be made without regard to whether
or not the Employer has profits.

      If a person who is otherwise entitled to a minimum contribution above is
also covered under another defined contribution plan of the Employer's which is
a Top-heavy Plan during that same Plan Year, any additional contribution
required to meet the minimum above shall be provided in this Plan.

      If a person who is otherwise entitled to a minimum contribution above is
also covered under a defined benefit plan of the Employer's which is a Top-heavy
Plan during that same Plan Year, the minimum benefits for him Shall not be
duplicated. The defined benefit plan shall provide an annual benefit for him on,
Or adjusted to, a straight life basis equal to the lesser of:

      (c)   2 percent of his average compensation multiplied by his years of
            service, or

      (d)   20 percent of his average compensation.

Average compensation and years of service shall have the meaning set forth in
such defined benefit plan for this purpose.

      For purposes of this section, any employer contribution made according to
a salary reduction or similar arrangement and employer contributions which are
matching contributions, as defined in Code Section 401(m), shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.

      The requirements of this section shall be met without regard to any Social
Security contribution.

RESTATEMENT SEPTEMBER 1, 2004           80                ARTICLE XI (4-48179)-1



                                                                   Ref. 47906364

      By executing this Plan, the Primary Employer acknowledges having counseled
to the extent necessary with selected legal and tax advisors regarding the
Plan's legal and tax implications.

      Executed this 30th day of September, 2004.                       SIGN HERE

                                        DEALERTRACK, INC.

                                        By:
                                            ------------------------------

                                            ------------------------------


                                            Defined Contribution Plan 8.0

      The Adopting Employer must agree to participate in or adopt the Plan in
writing. If this has not already been done, it may be done by signing below.

                                        DEALERTRACK HOLDINGS

                                        By:
                                            ------------------------------

                                            ------------------------------

                                                      9/30/04
                                            ------------------------------
                                                        Date

                                        DEALERTRACK/WEBALG

                                        By:
                                            ------------------------------

                                            ------------------------------

                                                      9/30/04
                                            ------------------------------
                                                        Date

RESTATEMEMT SEPTEMBER 1, 2004           81            PLAN EXECUTION (4-48179)-1



                                                                   Ref. 79016364

This amendment is made an integral part of the aforesaid Plan and is controlling
over the forms of said Plan with respect to the particular items addressed
expressly therein. All other provisions of the Plan remain unchanged and
controlling.

Unless otherwise stated on any page of this amendment, eligibility for benefits
and the amount of any benefits payable to or on behalf of an individual who is
an inactive participant on the affective date(s) stated above, shall be
determined according to the provisions of the aforesaid Plan in
effect on the day before he became an inactive Participant.

Signing this amendment, the Employer, plan, has made the decision to adopt this
plan amendment. The Employer is acting in on its own discretion and on the legal
and advice of its own advisors, and not that of any member of the Principal
Financial Group or any representative of a member company of the Principal
Financial Group.

Signed this 30th day of September, 2004.                               SIGN HERE

                                        For the Employer

                                        By:
                                            ------------------------------

                                            ------------------------------


Subtype 110217 - 1           7                                         (4-48179)


        MODEL AMENDMENT TO COMPLY WITH THE 401(a)(9) FINAL AND TEMPORARY
                                   REGULATIONS

PLAN NAME DEALERTRACK. INC. 401-K PLAN

The Plan named above gives the Employer the right to amend it at any time.
According to that right, the Plan is amended by adopting the model amendment set
forth below.

The plan's existing minimum distribution provisions are superseded to the extent
they are inconsistent with the provisions of this model amendment, but those
provisions that are not inconsistent (such as the plan's definition of required
beginning date) shall be retained. The plan's minimum distribution provisions
are amended as follows:

ARTICLE VII. MINIMUM DISTRIBUTION REQUIREMENTS.

Section 1. General Rules

1.1.  Effective Date. The provisions of this article will apply for purposes of
      determining required minimum distributions for calendar years beginning
      with the 2003 calendar year.

1.2.  Coordination with Minimum Distribution Requirements Previously in Effect.
      This amendment is not effective until calendar years beginning with the
      2003 calendar year, therefore, no coordination is requited.

1.3.  Precedence. The requirements of this article will take precedence over any
      inconsistent provisions of the plan.

1.4.  Requirements of Treasury Regulations Incorporated. All distributions
      required under this article will be determined and made in accordance with
      the Treasury regulations under section 401 (a)(9) of the Internal Revenue
      Code.

1.5.  TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of
      this article, distributions may be made under a designation made before
      January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity
      and Fiscal Responsibility Act (TEFRA) and the provisions of the plan that
      relate to section 242(b)(2) of TEFRA.

Section 2. Time and Manner of Distribution.

2.1.  Required Beginning Date, The participant's entire Interest will be
      distributed, or begin to be distributed, to the participant no later than
      the participant's required beginning date.

2.2.  Death of Participant Before Distributions Begin, If the participant dies
      before distributions begin, the participant's entire interest will be
      distributed, or begin to be distributed, no later than as follows:

      (a)   If the participant's surviving spouse is the participant's sole
            designated beneficiary, then distributions to the surviving spouse
            will begin by December 31 of the calendar year immediately following
            the calendar year in which the participant died, or by December 31
            of the calendar year in which the participant would have attained
            age 70 1/2 If later, except to the extent that an election is made
            to receive distributions in accordance with the 5-year rule. Under
            the 5-year rule, the participant's entire interest will be
            distributed to the designated beneficiary by December 31 of the
            calendar year containing the fifth anniversary of the participant's
            death.

Subtype 101006 Minimum Required Distribution

                                       1


      (b)   If the participant's surviving spouse is not the participant's sole
            designated beneficiary, then distributions to the designated
            beneficiary will begin by December 31 of the calendar year
            immediately following the calendar year in which the participant
            died, except to the extent that an election is made to receive
            distributions in accordance with the 5-year rule. Under the 5-year
            rule, the participant's entire interest will be distributed to the
            designated beneficiary by December 31 of the calendar year
            containing the fifth anniversary of the participant's death.

      (c)   If there is no designated beneficiary as of September 30 of the year
            following the year of the participant's death, the participant's
            entire interest will be distributed by December 31 of the calendar
            year containing the fifth anniversary of the participant's death.

      (d)   If the participant's surviving spouse is the participant's sole
            designated beneficiary and the surviving spouse dies after the
            participant but before distributions to the surviving spouse begin,
            this section 2.2, other than section 2.2(a), will apply as if the
            surviving spouse were the participant.

      For purposes of this section 2,2 and section 4, unless section 2.2(d)
      applies, distributions are considered to begin on the participant's
      required beginning date. If section 2.2(d) applies, distributions are
      considered to begin on the date distributions are required to begin to the
      surviving spouse under section 2.2(a). If distributions under an annuity
      purchased from an insurance company irrevocably commence to the
      participant before the participant's required beginning date (or to the
      participant's surviving spouse before the date distributions are required
      to begin to the surviving spouse under section 2,2(a)), the date
      distributions are considered to begin is the date distributions actually
      commence.

2.3.  Forms of Distribution. Unless the participant's interest is distributed in
      the form of an annuity purchased from an insurance company or in a single
      sum on or before the required beginning date, as of the first distribution
      calendar year distributions will be made in accordance with sections 3 and
      4 of this article. If the participant's interest is distributed in the
      form of an annuity purchased from art Insurance company, distributions
      thereunder will be made in accordance with the requirements of section
      401(a)(9) of the Code and the Treasury regulations.

Section 3. Required Minimum Distributions During Participant's Lifetime.

3.1.  Amount of Required Minimum Distribution For Each Distribution Calendar
      Year. During the participant's lifetime, the minimum amount that will be
      distributed for each distribution calendar year is the lesser of:

      (a)   the quotient obtained by dividing the participant's account balance
            by the distribution period in the Uniform Lifetime Table set forth
            in section 1.401 (a)(9)-9 of the Treasury regulations, using the
            participant's age as of the participant's birthday in the
            distribution calendar year; or

      (b)   the participant's sole designated beneficiary for the distribution
            calendar year is the participant's spouse, the quotient obtained by
            dividing the participant's account balance by the number in the
            Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of
            the Treasury regulations, using the participant's and spouse's
            attained ages as of the participant's and spouse's birthdays in the
            distribution calendar year.

Subtype 101006 Minimum Required Distribution

                                       2


3.2.  Lifetime Required Minimum Distributions Continue Through Year of
      Participant's Death. Required minimum distributions will be determined
      under this section 3 beginning with the first distribution calendar year
      and up to and including the distribution calendar year that Includes the
      participant's date of death.

Section 4. Required Minimum Distributions After Participant's Death.

4.1.  Death On or After Date Distributions Begin.

      (a)   Participant Survived by Designated Beneficiary, If the participant
            dies on or after the date distributions begin and there is a
            designated beneficiary, the minimum amount that will be distributed
            for each distribution calendar year after the year of the
            participant's death is the quotient obtained by dividing the
            participant's account balance by the longer of the remaining life
            expectancy of the participant or the remaining life expectancy of
            the participant's designated beneficiary, determined as follows:

            (1)   The participant's remaining life expectancy is calculated
                  using the age of the participant in the year of death, reduced
                  by one for each subsequent year.

            (2)   If the participant's surviving spouse is the participant's
                  sole designated beneficiary, the remaining life expectancy of
                  the surviving spouse is calculated for each distribution
                  calendar year after the year of the participant's death using
                  the surviving spouse's age as of the spouse's birthday in that
                  year. For distribution calendar years after the year of the
                  surviving spouse's death, the remaining life expectancy of the
                  surviving spouse is calculated using the age of the surviving
                  spouse as of the spouse's birthday in the calendar year of the
                  spouse's death, reduced by one for each subsequent calendar
                  year.

            (3)   If the participant's surviving spouse is not the participant's
                  sole designated beneficiary, the designated beneficiary's
                  remaining life expectancy is calculated using the age of the
                  beneficiary in the year following the year of the
                  participant's death, reduced by one for each subsequent year.

      (b)   No Designated Beneficiary. If the participant dies on or after the
            date distributions begin and there is no designated beneficiary as
            of September 30 of the year after the year of the participant's
            death, the minimum amount that will be distributed for each
            distribution calendar year after the year of the participant's death
            is the quotient obtained by dividing the participant's account
            balance by the participant's remaining life expectancy calculated
            using the age of the participant in the year of death, reduced by
            one for each subsequent year.

4.2.  Death Before Data Distributions Begin.

      (a)   Participant Survived by Designated Beneficiary. If the participant
            dies before the date distributions begin and there is a designated
            beneficiary, the minimum amount that will be distributed for each
            distribution calendar year after the year of the participant's death
            is the quotient obtained by dividing the participant's account
            balance by the remaining life expectancy of the participant's
            designated beneficiary, determined as provided in section 4.1,
            except to the extent that an election is made to receive
            distributions in accordance with the 5-year rule. Under the 5-year
            rule, the participant's entire interest will be distributed to the
            designated beneficiary by December 31 of the calendar year
            containing the fifth anniversary of the participant's death.

Subtype 101006 Minimum Required Distribution

                                       3


      (b)   No Designated Beneficiary. If the participant dies before the date
            distributions begin and there is no designated beneficiary as of
            September 30 of the year following the year of the participant's
            death, distribution of the participant's entire interest will be
            completed by December 31 of the calendar year containing the fifth
            anniversary of the participant's death.

      (c)   Death of Surviving Spouse Before Distributions to Surviving Spouse
            Are Required to Begin, If the participant dies before the date
            distributions begin, the participant's surviving spouse is the
            participant's sole designated beneficiary, and the surviving spouse
            dies before the distributions are required to begin to the surviving
            spouse under section 2.2(a), this section 4.2 will apply as if the
            surviving spouse were the participant.

Section 5. Definitions.

5.1.  Designated Beneficiary. The individual who is designated as the
      beneficiary under the BENEFICIARY SECTION of Article X of the plan and is
      the designated Beneficiary under section 401(a)(9) of the Internal Revenue
      Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

5.2.  Distribution Calendar Year. A calendar year for which a minimum
      distribution is required. For distributions beginning before the
      participant's death, the first distribution calender year is the calendar
      year immediately preceding the calendar year which contains the
      participant's required beginning date. For distributions beginning after
      the participant's death, the first distribution calendar year is the
      calendar year in which distributions are required to begin under section
      2.2. The required minimum distribution for the participant's first
      distribution calendar year will be made on or before the participant's
      required beginning date. The required minimum distribution for other
      distribution calendar years, including the required minimum distribution
      for the distribution year in which the participant's required beginning
      date occurs, will be made on or before December 31 of that distribution
      calendar year.

5.3.   Life Expectancy. Life expectancy as computed by use of the Single Life
       Table in section 1.401 (a)(9)-9 of the Treasury regulations.

5.4.   Participant's Account Balance. The account balance as of the last
       valuation date in the calendar year immediately preceding the
       distribution calendar year (valuation calendar year) increased by the
       amount of any contributions made and allocated or forfeitures allocated
       to the account balance as of dates in the valuation calendar year after
       the valuation date and decreased by distributions made in the valuation
       calendar year after the valuation date. The account balance for the
       valuation calendar year includes any amounts rolled over of transferred
       to the plan either in the valuation calendar year or in the distribution
       calendar year if distributed or transferred in the valuation calendar
       year.

5.5.  Required Beginning Date. The date specified in the DEFINITIONS SECTION of
      Article VII of the plan.

Section 6. Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.

      Participants or beneficiaries may elect on an individual basis whether the
      5-year rule or the life expectancy rule in sections 2.2 and 4.2 of Article
      VII of the plan applies to distributions after the death of a participant
      who has a designated beneficiary. The election must be made no later than
      the earlier of September 30 of the calendar year in which distribution
      would be required to begin under section 2.2 of Article VII of the plan.
      of by September 30 of the calendar year which contains the fifth
      anniversary of

Subtype 101006 Minimum Required Distribution

                                       4


      the participant's (or, If applicable, surviving spouse's) death. If
      neither the participant nor beneficiary makes an election under this
      paragraph, distributions will be made in accordance with the life
      expectancy rule under sections 2.2 and 4.2 of Article VII of the plan.

Section 7. Election to Allow Designated Beneficiary Receiving Distributions
Under 5-Year Rule to Elect Life Expectancy Distributions.

      A designated beneficiary who is receiving payments under the 5-year rule
      may make a new election to receive payments under the life expectancy rule
      until December 31, 2003, provided that all amounts that would have been
      required to be distributed under the life expectancy rule for all
      distribution calendar years before 2004 are distributed by the earlier of
      December 31, 2003 or the end of the 5-year period.

This amendment is made an Integral part of the aforesaid Plan end is controlling
over the terms of said Plan with respect to the particular items addressed
expressly therein. All other provisions of the Plan remain unchanged and
controlling.

Unless otherwise stated on any page of this amendment, eligibility for benefits
and the amount of any benefits payable to or on behalf of an individual who is
an inactive participant on the effective date(s) stated above, shall be
determined according to the provisions of the aforesaid plan as in effect on the
day before he became an inactive participant.

Signing this amendment, the Employer, as plan sponsor, has made the decision to
adopt this plan amendment. The Employer is acting in reliance on its own
discretion end on the legal and tax advice of its own advisors, and not that of
any member of the Principal Financial Group or any representative of a member
company of the Principal Financial Group.

Signed this 30th day of September 2004.
                                                  For the Employer

                                                  By
                                                     ---------------

                                                   --------------


Subtype 101006 Minimum Required Distribution

                                       5


                     GOOD FAITH COMPLIANCE AMENDMENT FOR THE
       ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 (EGTRRA)

This amendment of the Plan is adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). This
amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder.
Except as otherwise provided, this amendment shall be effective as of the first
day of the first Plan Year beginning after December 31, 2001. This amendment
shall continue to apply to the Plan, Including the Plan as later amended, until
such provisions are integrated into the Plan or the good faith compliance EGTRRA
amendment provisions are specifically amended.

This amendment shall supersede any previous good faith compliance EGTRRA
amendment and the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of this amendment.

DEALERTRACK, INC. 401-K PLAN

The Plan named above gives the Employer the right to emend it at any time.
According to that right, the Plan is amended as follows:

INCREASE IN COMPENSATION LIMIT

For Plan Years beginning on and after January 1, 2002, the annual Compensation
of each Participant taken into account for determining all benefits provided
under the Plan for any determination period shall not exceed $200,000, as
adjusted for increases in the cost-of-living in accordance with Code Section 401
(a)(17)(8). The cost-of-living adjustment in effect for a calendar year applies
to any determination period beginning in such calendar year.

If Compensation for any prior determination period is taken into account in
determining a Participant's contributions or benefits for the current Plan Year,
the Compensation for such prior determination period is subject to the
applicable annual compensation limit in effect for the determination period. For
this purpose, in determining contributions of benefits in Plan Years beginning
on or after January 1, 2002, the annual Compensation limit in effect for
determination periods beginning before that date is $200,000.

LIMITATIONS ON CONTRIBUTIONS

EFFECTIVE DATE. This section shall be effective for Limitation Years beginning
after December 31, 2001.

MAXIMUM ANNUAL ADDITION. Except to the extent permitted in the Catch-up
Contributions section of this amendment that provides for catch-up contributions
under EGTRRA section 631 end Code Section 414(v), if applicable, the Annual
Addition that may be contributed or allocated to a Participant's Account under
the Plan for any Limitation Year shall not exceed the lesser of:

a) $40,000, as adjusted for increases in the cost-of-living under Code Section
415(d), or

b) 100 percent of the Participant's Compensation, for the Limitation Year.

Subtype 110217 EGTRRA - 1

                                        1


The compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Code Section 401 (h) or 419A(f)(2) which is otherwise treated as an
Annual Addition.

ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION

No Participant shall be permitted to have Elective Deferral Contributions, as
defined in the EXCESS AMOUNTS Section, made under this Plan, or any other
qualified plan maintained by the Employer, during any taxable year in excess of
the dollar limitation contained in Code Section 402(g) in effect for such
taxable year, except to the extent permitted in the Catch-up Contributions
section of this amendment that provides for catch-up contributions under EGTRRA
section 631 and Code Section 414(v), if applicable.

MAXIMUM SALARY REDUCTION CONTRIBUTIONS - 401(k) SIMPLE

Except to the extent permitted in the Catch-up Contributions section of this
amendment that provides for catch-up contributions under EGTRRA section 631 and
Code Section 414(v), if applicable, the maximum salary reduction contribution
that can be made to this Plan is the amount determined under Code Section
40B(p)(2)(A)(ii) for the calendar year.

CATCH-UP CONTRIBUTIONS

EFFECTIVE DATE. This section shall apply to Contributions received after
December 31, 2001.

CATCH-UP CONTRIBUTIONS. All employees who we eligible to make Elective Deferral
Contributions under this Plan and who have attained age 50 before the close of
the Plan Year shall be eligible to make catch-up contributions in accordance
with, and subject to the limitations of, Code Section 414(v). Such catch-up
contributions shall not be taken into account for purposes of the provisions of
the Plan Implementing the required limitations of Code Sections 402(g) and 415.
The Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirement of Code Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416, as applicable, by reason of the making of such catch-up
contributions.

DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

EFFECTIVE DATE. This section shall apply to distributions made after December
31, 2001. The provisions of the second modification of this section shall not
apply If the Plan does not provide for hardship distributions. The provisions
of the third modification of this section shall not apply if the Plan does not
have after-tax employee contributions.

MODIFICATION OF DEFINITION OF ELIGIBLE RETIREMENT PLAN. For purposes of the
DIRECT ROLLOVER Section, an Eligible Retirement Plan shall also mean an annuity
contract described in Code Section 403(b) and an eligible plan under Code
Section 467(b) which is maintained by a state, political subdivision of a state,
or any agency or, instrumentality of a state or political subdivision of a state
and which agrees to separately account for amounts transferred into such plan
from this Plan. The definition of Eligible Retirement Plan shall also apply in
the case of a distribution to a surviving spouse, or to a spouse or former
spouse who is the alternate payee under a qualified domestic relations order, as
defined in Code Section 414(p).

Subtype 110217 EGTRRA - 1

                                       2


MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER DISTRIBUTION TO EXCLUDE HARDSHIP
DISTRIBUTIONS. For purposes of the DIRECT ROLLOVER Section, any amount that is
distributed on account of hardship shall not be an Eligible Rollover
Distribution and the Distributee may not elect to have any portion of such a
distribution paid directly to an Eligible Retirement Plan.

MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER DISTRIBUTION TO INCLUDE
AFTER-TAX EMPLOYEE CONTRIBUTIONS. For purposes of the DIRECT ROLLOVER Section, a
portion of a distribution shall not fail to be an Eligible Rollover Distribution
merely because the portion consists of after-tax employee contributions which
are not includible in gross income. However, such portion may be transferred
only to an individual retirement account or individual retirement annuity
described in Code Section 408(a) or (b), or to a qualified defined contribution
plan described in Code Section 401(a) or 403(a) that agrees to separately
account for amounts so transferred, including separately accounting for the
portion of such distribution which is Includible in gross Income and the portion
of such distribution which is not so includible.

ROLLOVERS FROM OTHER PLANS

The Plan will accept Participant Rollover Contributions and/or direct rollovers
of distributions made after December 31, 2001 from the types of plans specified
below beginning January 1,2002.

DIRECT ROLLOVER

The Plan will accept a direct rollover of an Eligible Rollover Distribution
from:

a)    a qualified plan described in Code Section 401 (a) or 403(a), including
      after-tax employee contributions.

b)    an annuity contract described in Code Section 403(b), excluding after-tax
      employee contributions.

c)    an eligible plan under Code Section 457(b) which is maintained by a state,
      political subdivision of a state, or any agency or Instrumentality of a
      state or political subdivision of a state.

PARTICIPANT ROLLOVER CONTRIBUTIONS FROM OTHER PLANS

The Plan will accept B Participant contribution of an Eligible Rollover
Distribution from:

a)    a qualified plan described in Code Section 401(a) or 403(a).

b)    An annuity contract described in code section 403(b)

c)    an eligible plan under Code Section 457(b) which is maintained by a state,
      political subdivision of a State, or any agency or instrumentality of a
      state or political subdivision of a state.

PARTICIPANT ROLLOVER CONTRIBUTIONS FROM IRAS

The Plan will accept a Participant Rollover Contribution of the portion of a
distribution from an individual retirement account or individual retirement
annuity described in Code Section 408(a) or (b) that is eligible to be rolled
over and would otherwise be includible in gross income.

Subtype 110217 EGTRRA - 1

                                       3


REPEAL OF MULTIPLE USE TEST

The multiple, use test described in Treasury Regulation section 1.401(m)-2 end
the EXCESS AMOUNTS Section shall not apply for Plan Years beginning after
December 31, 2001.

DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

EFFECTIVE DATA. This section shall apply for distributions due to severance from
employment occurring after December 31, 2001 and distributions that are
processed after December 31, 2001 regardless of when the severance from
employment occurred.

NEW DISTRIBUTABLE EVENT - DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT. A
Participant's Elective Deferral Contributions, Qualified Nonelective
Contributions, if any, Qualified Matching Contributions, If any, and earnings
attributable to these Contributions shall be distributed on account of the
Participant's severance from employment. However, such a distribution shall be
subject to the other provisions of the Plan regarding distributions, other than
provisions that require a separation from service before such amounts may be
distributed.

SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

The suspension period following a hardship distribution will be decreased. A
Participant who receives a distribution of elective deferrals after December 31,
2001, on account of hardship Shall be prohibited from making elective deferrals
and participant contributions under this and all other plans of the Employer for
six months after receipt of the distribution. A Participant who receives a
distribution of elective deferrals in calendar year 2001 on account of hardship
shall be prohibited from making elective deferrals and participant contributions
under this and all other plans of the Employer for six months after receipt of
the distribution or until January 1, 2002, if later.

VESTING OF EMPLOYER MATCHING CONTRIBUTIONS

APPLICABILITY. This section shall apply to Participants with accrued benefits
derived from Matching Contributions who complete an hour of service under the
Plan in a Plan Year beginning after December 31, 2001.

VESTING SCHEDULE. The vesting schedule for Matching Contributions shall be based
on the following:



             Current Vesting Schedules for  EGTRRA Vesting Schedule for
                Matching Contributions        Matching Contributions
                                      
                      7-year graded               6-year graded
less than 1                0                           0
1                          0                           0
2                          0                          20
3                         20                          40
4                         40                          60
5                         60                          80
6                         80                         100
7                        100


Subtype 110217 EGTRRA - 1

                                       4




             Current Vesting Schedule for  EGTRRA Vesting Schedule for
                Matching Contributions        Matching Contributions
                                        
                      5 year cliff                  3-year cliff
less than 1                0                             0
1                          0                             0
2                          0                             0
3                          0                           100
4                          0
5                        100




             Current Vesting Schedule for  EGTRRA Vesting Schedule for
                Matching Contributions        Matching Contributions
                                     
                      4-year cliff                   3-year cliff
less than 1                0                            0
1                          0                            0
2                          0                            0
3                          0                          100
4                        100


If the current vesting schedule for Matching Contributions provides for partial
vesting between 0% and 100% (other than a 7-year graded vesting schedule), a
blended schedule shall apply which would provide the better of the current
vesting schedule or the 6-year graded vesting schedule for each year of service.

MODIFICATION OF TOP-HEAVY RULES

EFFECTIVE DATE. This section shall apply for purposes of determining whether the
Plan is a Top-heavy Plan for Plan Years beginning after December 31, 2001, and
whether the Plan satisfies the minimum benefits requirements of Coda Section
416(e) for such years. This section amends the Top-heavy Plan Requirements
Article of the Plan.

DETERMINATION OF TOP-HEAVY STATUS.

Key Employee means any Employee or former Employee (and the Beneficiaries of
such Employee) who at any time during the determination period was:

a)    an officer of the Employer if such individual's annual Compensation is
      more than $130,000 (as adjusted under Code Section 416 (1)(1) for Plan
      Years beginning after December 31, 2002),

b)    a 5-percent owner of the Employer, or

c)    a 1-percent owner of the Employer who has annual Compensation of more than
      $150,000.

The determination period is the Plan Year containing the Determination Date.

The determination of who is a Key Employee shall be made according to Code
Section 416(i)(1) and the applicable regulations and other guidance of general
applicability issued thereunder.

Subtype 110217 EGTRRA -1

                                       5


DETERMINATION OF PRESENT VALUES AND AMOUNTS. This section shall apply for
purposes of determining the present values of accrued benefits and the amounts
of account balances of Employees as of the Determination Date.

DISTRIBUTIONS DURING YEAR ENDING ON THE DETERMINATION DATE. The present values
of accrued benefits and the amounts of account balances of an Employee as of the
Determination Date shall be increased by the distributions made with respect to
the Employee under the Plan and any plan aggregated with the Plan under Code
Section 416(g)(2) during the one-year period ending on the Determination Date.
The preceding sentence shall also apply to distributions under a terminated plan
which, had it not been terminated, would have been aggregated with the Plan
under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a
reason other than separation from service, death, or disability, this provision
shall be applied by substituting "five-year period "for "one-year period,"

EMPLOYEES NOT PERFORMING SERVICES DURING YEAR ENDING ON THE DETERMINATION DATE.
The accrued benefits and accounts of any individual who has not performed
services for the Employer during the one-year period ending an the Determination
Date shall not be taken into account.

MINIMUM BENEFITS.

MATCHING CONTRIBUTIONS. Employer matching contributions shall be taken into
account for purposes of satisfying the minimum contribution requirements of Code
Section 416(c)(2) and the Plan. The preceding sentence shall apply with respect
to Matching Contributions under the Plan or, If the Plan provides that the
minimum contribution requirement shall be met in another plan, such Other plan.
Employer matching contributions that are used to satisfy the minimum
contribution requirements shall be treated as matching contributions for
purposes of the actual contribution percentage test and other requirements of
Code Section 401 (m).

CONTRIBUTIONS UNDER OTHER PLANS. The Employer may provide in the Plan that the
minimum benefit requirement shall be met in another plan (Including another plan
that consists solely of a cash or deferred arrangement which meets the
requirements of Code Section 401(k)(12) and matching contributions with respect
to which the requirements of Code Section 401 (m)(11) are met).

MODIFICATION OF TOP-HEAVY RULES - 401(K) SAFE HARBOR

The top-heavy requirements of Code Section 416 and the Top-heavy plan
Requirements Article of the Plan shall not apply in any year beginning after
December 31, 2001, in which the Plan consists solely of a cash or deferred
arrangement which meets the requirements of Code Section 40l(k)(12) and matching
contributions with respect to which the requirements of Code Section 401 (m)(11)
are met.

PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES

Effective for plan loans made after December 31, 2001, plan provisions
prohibiting loans to any shareholder-employee or Owner-employee shall cease to
apply.

Subtype 110217 EGTRRA - 1

                                       6


This amendment is made an integral part of the aforesaid Plan and is controlling
over the terms of said Plan with respect to the particular items addressed
expressly therein. All other provisions of the Plan remain unchanged and
controlling.

Unless otherwise stated on any page of this amendment, eligibility for benefits
and the amount of any benefits payable to or on behalf of an individual who is
an inactive Participant on the effective date(s) stated above, shall be
determined according to the provisions of the aforesaid Plan as in effect on the
day before he became an inactive Participant.

Signing this amendment, the Employer, as plan sponsor, has made the decision to
adopt this plan amendment. The Employer is acting in reliance on its own
discretion and on the legal and tax advice of its own advisors, and not that of
any member of the Principal Financial Group or any representative of a member
company of the Principal Financial Croup.

Signed this 30th day of September, 2004.

                                           For the Employer

                                           By
                                              ---------------

                                              ---------------


Subtype 110217 EGTRRA - 1

                                       7


                                 AMENDMENT NO. 1

                            DEALERTRACK 401(k) PLAN

The Plan named above gives the Employer the right to amend it at any time.
According to that rignt, the Plan is amended effective May 10, 2OO5, as follows:

By striking the definition of Predecessor Employer from the DEFINITIONS SECTION
of Article I and substituting the following:

      PREDECESSOR EMPLOYER means a firm of which the Employer was once a part
      (e.g.. due to a apinoff or change of corporate status) or at firm absorbed
      by the Employer or an affiliate of the Employer because of a merger or
      acquisition (stock or asset, including a division or an operation of such
      company).

This amendment is made an integral part of the aforesaid Plan and is
controlling over the terms of said Plan with respect to the particular items
addressed expressly herein. All other provisions of the plan remain unchaged and
controlling.

Unless otherwise stated on any page of this amendment, eligibility for benefits
and the amount of any benefits payable to or on behalf of an individual who is
an inactive Participant on the effective date(s) stated above, shall be
determined according to the provisions of the aforesaid Plan as in effect on the
day before he became an Inactive Participant.

Signing this amendment, the Employer, as plan sponsor, has made the decision to
adopt this plan amendment. The Employer is acting in reliance on its own
discretion and on the legal and tax advice of its own advisors, and not that of
any member of the Principal financial Group or any representative of a member
company of the principal Financial Group.

Signed this 22 day of June, 2005.

                                         DEALERTRACK, INC.

                                         By
                                            ------------------------------

                                            ------------------------------

Amendment No. 1

                                       1


GOOD FAITH AMENDMENT TO COMPLY WITH CODE SECTION 401(a)(31)(B) AS AMENDED BY THE
ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 (EGTRRA)

This amendment of the Plan is adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). This
amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder.
This amendment shall be effective as of March 28, 2006. This amendment shall
continue to apply to the Plan, including the Plan as later amended, until such
provisions are integrated into the Plan or the good faith compliance EGTRRA
amendment provisions are specifically amended.

This amendment shall supersede any previous good faith compliance EGTRRA
amendment and the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of this amendment.

Plan Name: DEAL ERTRACK 401(k) PLAN

The plan named above gives the Employer the right to amend it at any time.
According to that right, the Plan is amended as follows:

AUTOMATIC ROLLOVERS

In the event of a mandatory distribution greater than $1,000 in accordance with
the small amounts payment provisions of Article VIII or the SMALL AMOUNTS
SECTION of Article X, if the Participant does not elect to have such
distribution paid directly to an Eligible Retirement Plan specified by the
Participant in a Direct Rollover or to receive the distribution directly in
accordance with the DIRECT ROLLOVERS SECTION of Article X, then the Plan
Administrator will pay the distribution in a Direct Rollover to an individual
retirement plan designated by the Plan Administrator. In the event of any other
small amounts payment to a Distributee in accordance with the small amounts
payment provisions of Article VIII or the SMALL AMOUNTS SECTION of Article X, if
the Distributee does not elect to have such distribution paid directly to an
Eligible Retirement Plan specified by the Distributes in a Direct Rollover or to
receive the distribution directly in accordance with the DIRECT ROLLOVERS
SECTION of Article X, then the Plan Administrator will pay the distribution to
the Distributee.

This amendment is made an integral part of the aforesale Plan and is controlling
over the terms of said Plan with respect to the particular items addressed
expressly herein. All other provisions of the Plan remain unchanged and
controlling.

Signing this amendment, the Employer, as plan sponsor, has made the decision to
adopt this plan amendment. The Employer is acting in reliance on its own
discretion and on the legal and tax advice of its own advisors, and not that of
any member of the Principal Financial Group or any representative of a member
company of the Principal Financial Group.

Signed this 1st day of April 2005

                                    For the Employer

                                    By
                                       ----------------------



                                             Group Annuity Contract No.: 4-48179
Subtype 110218

                                       1



Your plan is an important legal document- This sample plan has been prepared
based on our understanding of the desired provisions. It may not fit your
situation, You should consult with your lawyer on the plan's legal end tax
implications. Neither Principal Life Insurance Company nor its agents can be
responsible for the legal or tax aspects of the plan nor its appropriateness for
your situation. If you wish to change the provisions of this sample plan, you
may ask us to prepare new sample wording for you and your lawyer to review.

EX-21.1

                                                                               .
                                                                               .
                                                                               .

                                  EXHIBIT 21.1

                                  SUBSIDIARIES



         Subsidiary                                         State of Incorporation
         ----------                                         ----------------------
                                                         
Automotive Lease Guide (ALG), Inc.                              Delaware
Chrome Systems, Inc.                                            Delaware
Credit Online, Inc.                                             Delaware
dealerAccess Canada Inc.                                        Ontario, Canada
dealerAccess Inc.                                               Delaware
DealerTrack Aftermarket Services, Inc.                          Delaware
DealerTrack Data Services, Inc.                                 Delaware
DealerTrack, Inc.                                               Delaware
DealerTrack Services Corp.                                      Delaware
webalg, inc.                                                    Delaware

EX-23.2

                                                                    Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated July 27, 2005 relating to the consolidated financial
statements, and consolidated financial statement schedule of DealerTrack
Holdings, Inc. and subsidiaries, which appears in such Registration Statement.
We also consent to the references to us under the headings "Experts" and
"Selected Financial Data" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Melville, New York
July 27, 2005

EX-23.3

                                                                    Exhibit 23.3

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated July 22, 2005 relating to the combined financial statements of
Automotive Lease Guide LLC and Automotive Lease Guide Canada, Inc., which
appears in such Registration Statement. We also consent to the reference to us
under the headings "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

San Francisco, CA
July 25, 2005

EX-23.4

                                                                    Exhibit 23.4

                         CONSENT OF INDEPENDENT AUDITOR

The Board of Directors
Chrome Systems Corporation:

     We consent to the use of the Registration Statement on Form S-1 to be filed
with the Securities and Exchange Commission of our report dated March 25, 2005,
except as to Note 12, which is as of April 25, 2005, with respect to the balance
sheet of Chrome Systems Corporation as of December 31, 2004, and the related
statements of operations, stockholders' equity, and cash flows for the year
ended December 31, 2004, included herein and to the reference to our firm under
the heading "EXPERTS" in the prospectus.

/s/ KPMG LLP

Portland, Oregon
July 22, 2005

EX-23.5

                                                                    Exhibit 23.5


           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the use in this Registration Statement on Form S-1 of our
report dated April 29, 2005 relating to the consolidated financial statements of
dealerAccess Inc. for the year ended October 31, 2003, which appears in such
Registration Statement.  We also consent to the reference to us under the
heading "Experts" in such Registration Statement.

/s/PricewaterhouseCoopers LLP

Toronto, Ontario
Canada
July 26, 2005

EX-23.6

                                                                    Exhibit 23.6

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated July 25, 2005 relating to the financial statements of LLDG
Operating Company (formerly known as "Lease Marketing, Ltd."), which appears in
such Registration Statement. We also consent to the references to us under the
heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York
July 26, 2005