EXHIBIT 10.15

PURCHASE AGREEMENT

BY AND AMONG

LOCATORS, INC., PARTS FINDER LOCATING SYSTEMS, INC.
AND COMPU-TIME, INC.,

AS SELLERS,

AND

THE COBALT GROUP, INC.,

AS PURCHASER

DATED APRIL 19, 1999

TABLE OF CONTENTS

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SECTION 1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

SECTION 2. SALE AND PURCHASE OF THE UNITS . . . . . . . . . . . . . . . . . . . . .5

SECTION 3. CLOSING AND CLOSING DOCUMENTS. . . . . . . . . . . . . . . . . . . . . .5
3.1 CLOSING; EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . .5
3.2 CLOSING DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . .6
3.3 LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . .7

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. . . . . . . . . . . . . .7
4.1 ORGANIZATION, STANDING, OWNERSHIP . . . . . . . . . . . . . . .7
4.2 TITLE TO UNITS. . . . . . . . . . . . . . . . . . . . . . . . .8
4.3 AUTHORITY AND BINDING EFFECT. . . . . . . . . . . . . . . . . .8
4.4 VALIDITY OF CONTEMPLATED TRANSACTIONS . . . . . . . . . . . . .8
4.5 FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES. . . . . . . .9
4.6 ABSENCE OF CERTAIN CHANGES. . . . . . . . . . . . . . . . . . .9
4.7 TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.8 REAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . 11
4.9 ENVIRONMENTAL COMPLIANCE. . . . . . . . . . . . . . . . . . . 11
4.10 PERSONAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . 11
4.11 COPYRIGHTS, PATENTS AND TRADEMARKS. . . . . . . . . . . . . . 12
4.12 PERSONNEL . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.13 CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.14 CLAIMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.15 INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.16 EMPLOYEE BENEFIT PLANS. . . . . . . . . . . . . . . . . . . . 14
4.17 PERMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.18 COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . . . . 15
4.19 BUSINESS RELATIONS. . . . . . . . . . . . . . . . . . . . . . 15
4.20 WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.21 INTEREST IN COMPETITORS, SUPPLIERS, DEALERS, CUSTOMERS. . . . 15
4.22 BROKERS' AND FINDERS' FEES. . . . . . . . . . . . . . . . . . 16
4.23 ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . . . . 16
4.24 INVESTMENT INTENT; SHAREHOLDERS AGREEMENT . . . . . . . . . . 16

SECTION 5. REPRESENTATIONS AND WARRANTIES OF COBALT . . . . . . . . . . . . . . . 16
5.1 ORGANIZATION AND STANDING . . . . . . . . . . . . . . . . . . 17
5.2 AUTHORITY AND BINDING EFFECT. . . . . . . . . . . . . . . . . 17
5.3 VALIDITY OF CONTEMPLATED TRANSACTIONS . . . . . . . . . . . . 17
5.4 INVESTMENT INTENT . . . . . . . . . . . . . . . . . . . . . . 17
5.5 ACCESS TO INFORMATION AND INSPECTION. . . . . . . . . . . . . 18
5.6 RESTRICTED SECURITIES . . . . . . . . . . . . . . . . . . . . 18
5.7 BROKERS' AND FINDERS' FEES. . . . . . . . . . . . . . . . . . 18

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5.8 ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . . . . 18
5.9 FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES. . . . . . . 18
5.10 NO BREACH . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 6. TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.1 ACCESS TO RECORDS FOLLOWING CLOSING . . . . . . . . . . . . 19
6.2 PAYMENT OF TAXES . . . . . . . . . . . . . . . . . . . . . . 19
6.3 PARTNERSHIP TERMINATION; SECTION 754 ELECTION . . . . . . . . 19
6.4 TAX TREATMENT AS ASSET ACQUISITION . . . . . . . . . . . . . 20

SECTION 7. FURTHER ASSURANCES; SURVIVAL . . . . . . . . . . . . . . . . . . . . . 20
7.1 FURTHER ASSURANCES. . . . . . . . . . . . . . . . . . . . . . 20
7.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. . . . . . . . . . 20

SECTION 8. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
8.1 SELLERS' INDEMNITY. . . . . . . . . . . . . . . . . . . . . . 20
8.2 COBALT'S INDEMNITY. . . . . . . . . . . . . . . . . . . . . . 21
8.3 CLAIMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.4 RIGHT OF OFFSET . . . . . . . . . . . . . . . . . . . . . . . 22
8.5 GUARANTEES; ESCROW. . . . . . . . . . . . . . . . . . . . . . 22
8.6 KNOWLEDGE PRIOR TO CLOSING. . . . . . . . . . . . . . . . . . 23

SECTION 9. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
9.1 ASSIGNMENT; SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . 23
9.2 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
9.3 GOVERNING LAW; JURISDICTION; VENUE. . . . . . . . . . . . . . 25
9.4 ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . 25
9.5 SECTION HEADINGS. . . . . . . . . . . . . . . . . . . . . . . 25
9.6 COOPERATION . . . . . . . . . . . . . . . . . . . . . . . . . 25
9.7 ATTORNEYS' FEES . . . . . . . . . . . . . . . . . . . . . . . 25
9.8 COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . 26
9.9 INTERPRETATION, KNOWLEDGE . . . . . . . . . . . . . . . . . . 26
9.10 PAYMENT OF EXPENSES . . . . . . . . . . . . . . . . . . . . . 26

PURCHASE AGREEMENT

This Purchase Agreement ("Agreement"), dated April 19, 1999 (the
"Effective Date"), is made and entered into between and among Locators, Inc., an
Oregon corporation, Parts Finder Locating Systems, Inc., an Oregon corporation,
and Compu-Time, Inc., an Oregon corporation (collectively, "Sellers"), Brian
Allen and Shirley Atherton (each, individually, a "Guarantor"), and The Cobalt
Group, Inc., a Washington corporation ("Cobalt").

RECITALS

A. The Sellers are the owners of all of the membership interests in
PartsVoice LLC, an Oregon limited liability company ("Company"), which
membership interests constitute all of the issued and outstanding equity of
Company (the "Units").

B. Cobalt desires to purchase from the Sellers, and the Sellers
desire to sell to Cobalt, the Units in accordance with the terms and conditions
of this Agreement.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1. DEFINITIONS

For convenience and brevity, certain terms used in various parts of this
Agreement are listed in alphabetical order and defined or referred to below.

"ACQUISITION" means the acquisition of the Units by Cobalt and all
related transactions provided for in this Agreement and the Exhibits hereto.

"AFFILIATE" means any entity or person which, directly or indirectly,
through one or more intermediaries controls, is controlled by, or is under
common control with such entity. The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or the policies of an entity, whether through the ownership of voting
securities, by contract or otherwise.

"AGREED DISTRIBUTION" means the cash, receivables and accounts payable
represented on the balance sheet of Company as of April 30, 1999 for billing and
payment periods through April 30, 1999, which items shall have been distributed
or otherwise transferred and conveyed to the Sellers at or prior to April 30,
1999.

"ASSETS" means all of the assets, properties, business, goodwill and
rights of every kind and description, real and personal, tangible and
intangible, wherever situated and whether or not reflected on the Financial
Statements, necessary for and used in the Business, other than the items
comprising the Agreed Distribution.

"BUSINESS" means the business known as "PartsVoice," which business
includes, but is not limited to, conducting a national and international parts
locating service for the motor vehicle industry under the trade name
PARTSVOICE-Registered Trademark- for itself and under various other names for
various motor vehicle manufacturers and others related to the motor vehicle
industry and the gathering of inventory, financial and service data from dealers
and providing specialized reports of such data to dealers and manufacturers, and
which was, prior to the formation of the Company, conducted by the Sellers.

"BUSINESS DAY" means any calendar day which is not a Saturday, Sunday or
public holiday under the laws of the State of Oregon.

"CLAIM NOTICE" is defined in Section 8.2(a).

"CLOSING" is defined in Section 3.1 hereof.

"CLOSING DATE" means the date of the Closing.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMPANY" means PartsVoice LLC, an Oregon limited liability company,
which, as of the date hereof and the Closing Date, is the owner of the Assets
and the entity through which the Business is conducted.

"CONTRACT" means any written or oral contract, agreement, lease,
instrument or other commitment that is binding on any person or its property
under applicable law.

"DEFAULT" means (i) a material breach of or material default under any
Contract, (ii) the occurrence of an event that with the passage of time or the
giving of notice or both would constitute a material breach of or material
default under any Contract, or (iii) the occurrence of an event that with or
without the passage of time or the giving of notice or both would give rise to a
right of termination, renegotiation or acceleration under any Contract.

"DISCLOSURE SCHEDULE" is defined in Section 4.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"EXCLUDED LIABILITY" means all Losses arising from or related to the
pending audit of the Business by Texas state tax authorities for the years 1989
through 1996.

"FACILITIES" means the facilities and offices in which the Business is
conducted at 8305 SE Monterey in Portland, Oregon.

"FINANCIAL STATEMENTS" is defined in Section 4.5.

"GROUP" means, individually and collectively, (i) Company and (ii) any
individual, trust, corporation, partnership or any other entity as to which
Company is liable for Taxes incurred by such individual or entity either as a
transferee, or pursuant to any other provision of federal, territorial, state,
local or foreign law or regulations.

"HAZARDOUS MATERIALS" means any oil or petrochemical products, PCB's,
asbestos, urea formaldehyde, flammable explosives, radioactive materials, solid
or hazardous wastes, chemicals, toxic substances or related materials,
including, without limitation, any substances defined as or included in the
definition of "hazardous substances," "Hazardous wastes," "hazardous materials,"
or "toxic substances" under any applicable federal or state laws or regulations.

"HAZARDOUS MATERIALS REGULATIONS" means any Regulations governing the
use, generation, handling, storage, treatment, disposal or release of Hazardous
Materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery
Act and the Federal Water Pollution Control Act.

"INTELLECTUAL PROPERTY" is defined in Section 4.11.

"IRS" means the Internal Revenue Service.

"LIABILITIES" means Company's accounts payable, accrued vacation,
accrued property taxes, accrued incentive payments and other payroll expenses
and all other accrued general liabilities.

"LIEN" means any mortgage, lien, security interest, pledge, encumbrance,
restriction on transferability or charge on any property or property interest.

"LITIGATION" means any lawsuit, action, arbitration, administrative or
other proceeding, criminal prosecution or governmental investigation or inquiry
involving Company, the Business, the Assets or any Contracts to which Company is
a party or by which it or any of the Assets or the Business is bound.

"LOSSES" means all damages, losses, deficiencies, liabilities, fines,
penalties, costs and expenses, including attorneys' fees.

"ORDER" means any judgment, decree, injunction, order or ruling of any
federal, state or local court or governmental or regulatory body or authority
that is binding on any person or its property under applicable law.

"PERMITS" is defined in Section 4.17.

"REAL PROPERTY" means the real property upon which the Facilities are
located.

"REAL PROPERTY INTERESTS" is defined in Section 4.8.

"REGISTRATIONS" is defined in Section 4.11.

"REGULATION" means any applicable statute, law, ordinance, regulation,
order or rule of any federal, state, local or other governmental agency or body
or of any other type of regulatory body.

"RELATED DOCUMENTS" means the 90-Day Notes, the 270-Day Notes, the
Warrants, the Management Agreement and the Pledge Agreement.

"RETURNS" means all reports, estimates, declarations of estimated tax,
information statements and returns relating to, or required to be filed in
connection with, any Taxes, including information returns or reports with
respect to backup withholding and other payments to third parties.

"TAXES" means all taxes, however denominated, including any interest,
penalties or other additions to tax that may become payable in respect thereof,
imposed by any federal, territorial, state, local or foreign government or any
agency or political subdivision of any such government, which taxes shall
include all income or profits taxes (including, but not limited to, federal
income taxes and state income taxes), payroll and employee withholding taxes,
unemployment insurance taxes, social security taxes, sales and use taxes, ad
valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business
license taxes, occupation taxes, real and personal property taxes, stamp taxes,
environmental taxes, transfer taxes, workers' compensation, Pension Benefit
Guaranty Corporation premiums and other governmental charges, and other
obligations of the same or of a similar nature to any of the foregoing, which
the Group is required to pay, withhold or collect.

"UNITS" means all of the membership interests comprising the ownership
equity of Company, as described in the preamble of this Agreement and as set
forth on the Schedule of Sellers.

"WORKPLACE REGULATIONS" means any Regulations relating to the health of
workers or the safety of the workplace, including, without limitation, any
Regulations promulgated pursuant to the Occupational Safety and Health Act.

SECTION 2. SALE AND PURCHASE OF THE UNITS

At Closing, the Sellers shall sell to Cobalt and Cobalt shall purchase
from the Sellers the Units for an aggregate purchase price consisting of the
following:

(a) $3,000,000 in cash;

(b) promissory notes in the aggregate face amount of
$12,000,000, bearing interest at the rate of 8.75% per annum and maturing on
July 30, 1999, in the form attached as Exhibit A-1 hereto (the "90-Day Notes");
provided, however, that the Sellers may, by written notice given to Cobalt at
least two business days prior to the Closing Date, elect to receive, in lieu of
up to $10,000,000 of principal amount of the 90-Day Notes, up to 1,250,000
Shares (as defined in Section 2(e) below) at a rate of $8.00 per share;

(c) promissory notes in the aggregate face amount of
$15,000,000, bearing interest at the rate of 8.75% per annum and maturing on
January 25, 2000, in the form attached as Exhibit A-2 hereto (the "270-Day
Notes");

(d) warrants to purchase an aggregate of 160,000 shares of
Cobalt common stock, in the form attached as Exhibit B hereto (the "Warrants");
and

(e) up to 1,250,000 shares of Series C Preferred Stock of
Cobalt having the rights and preferences described in the Cobalt Amended and
Restated Articles of Incorporation attached as Exhibit J hereto (the "Shares"),
such number of Shares being determined prior to the Closing Date by the election
described in Section 2(b) above.

The aggregate purchase price shall be allocated among the respective Sellers in
accordance with the Schedule of Sellers attached hereto. The cash portion of
the purchase price shall be paid by Cobalt to the Sellers at Closing by wire
transfer of immediately available funds to the bank accounts designated by the
Sellers prior to Closing.

SECTION 3. CLOSING AND CLOSING DOCUMENTS

3.1 CLOSING; EFFECTIVE DATE

The closing of the sale and purchase of the Units and the other
transactions contemplated under this Agreement (the "Closing") shall take place
at the offices of Stoel

Rives LLP, 900 S.W. Fifth Avenue, Portland, Oregon 97204, at 10:00 a.m. local
time, on April 30, 1999.

3.2 CLOSING DOCUMENTS

At the Closing, subject to the provisions of this Agreement:

(a) Cobalt shall receive from the Sellers or the Manager, as
appropriate:

(i) certificates representing the Units of each Seller
duly endorsed in blank, or with separate transfer powers attached
thereto and endorsed in blank;

(ii) a certificate of the Manager of Company certifying
true copies of the Articles of Organization of Company, with
original certification by the Secretary of State of Oregon, and
the Amended Operating Agreement of Company;

(iii) a true copy of resolutions of such Seller
authorizing the sale of the Units of such Seller and the
execution, delivery and performance by such Seller of this
Agreement and the transactions provided for herein and therein,
and attesting that such resolutions are in full force and effect
without amendment or modification on the Closing Date;

(iv) opinions of counsel to each Seller and Company
satisfying the requirements set forth in Section 3.3(a); and

(v) Consulting and Employment Agreements, duly
executed by Company and each of Alex DeLucia and Brian Allen,
respectively, in the forms attached as Exhibits C-1 and C-2
hereto;

(b) Cobalt shall deliver to the Sellers as set forth in
Section 2 and the Schedule of Sellers:

(i) the cash portion of the purchase price;

(ii) the 90-Day Notes, 270-Day Notes, the Warrants and
certificates for the Shares, all duly executed by Cobalt;

(iii) the Agreement for Management of Security, in the
form attached as Exhibit D-1 hereto ("Management Agreement") and
the Pledge and Security Agreement, in the form attached as
Exhibit D-2 hereto ("Pledge Agreement"),

each duly executed by Cobalt and the related documents required
pursuant to the terms of the Pledge Agreement;

(iv) a certificate of the Secretary of Cobalt
certifying a copy of resolutions duly adopted by the Board of
Directors of Cobalt authorizing the purchase of the Units and the
execution, delivery and performance of this Agreement and the
Related Documents and the issuance of the Shares, and the
transactions provided for herein or therein, and attesting that
such resolutions are in full force and effect without amendment
or modification on the Closing Date;

(v) an opinion of counsel to Cobalt satisfying the
requirements set forth in Section 3.3(b).

3.3 LEGAL OPINIONS

(a) Each Seller shall cause the delivery to Cobalt at Closing
of an original opinion of counsel to such Seller and of counsel to the Company,
dated as of the Closing Date, in form and substance satisfactory to counsel to
Cobalt, addressing substantially the matters described on Exhibits G-1 and G-2,
respectively.

(b) Cobalt shall cause the delivery to the Sellers and
Company at Closing of an original opinion of counsel to Cobalt, dated as of the
Closing Date, in form and substance satisfactory to counsel to the Company,
addressing substantially the matters described on Exhibit G-3.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers hereby make the following representations and warranties to
Cobalt as of the date hereof and the Closing Date. Any representations and
warranties made below with respect to "the Sellers" or any "Seller,"
individually, or with respect to the Units being conveyed to Cobalt by a Seller,
are made separately by each Seller as to itself and its Units and not as to any
other Seller or such other Seller's Units. All representations and warranties
below are subject to the exceptions and qualifications reflected in the
disclosure schedule attached hereto as Exhibit E ("Disclosure Schedule"):

4.1 ORGANIZATION, STANDING, OWNERSHIP

Company is a limited liability company duly organized and validly
existing under the laws of the state of Oregon and has full power and authority
to carry on the Business and to own, lease and operate the Assets. To the
knowledge of the Sellers, Company is duly qualified to do business and is in
good standing as a foreign limited liability company in each

jurisdiction in which such qualification is required, other than such
jurisdictions where the failure to so qualify would not have a material adverse
effect on the business of Company. Company owns all of the Assets free and
clear of all Liens.

4.2 TITLE TO UNITS

Sellers are the record and beneficial owners of the Units. The Units
represent all of the issued and outstanding equity interests of Company.
Sellers have good title to the Units, free and clear of all Liens other than
restrictions on transfer in the Amended Operating Agreement of Company. Sellers
have full power and right and authority to sell and deliver the Units to Cobalt
in the manner provided for in this Agreement and at Closing Cobalt shall receive
good title to the Units free and clear of all Liens. Other than the Amended
Operating Agreement, there are no existing Contracts, subscriptions, options,
warrants, calls, commitments or rights of any character to purchase or otherwise
acquire any equity of Company whether or not presently issued or outstanding.

4.3 AUTHORITY AND BINDING EFFECT

Each Seller has full power and authority to execute, deliver and perform
this Agreement and has taken all actions necessary to secure all approvals
required in connection therewith. This Agreement constitutes legal, valid and
binding obligations of each Seller, enforceable against each such Seller in
accordance with its terms, except as enforceability may be limited or affected
by applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, or other laws of general application relating to or affecting the
enforcement of creditors' rights, and except as enforceability may be limited by
equitable principles, including those limiting the availability of specific
performance, injunctive relief and other equitable remedies providing for
defenses based on fairness and reasonableness, regardless of whether considered
in a proceeding in equity or at law.

4.4 VALIDITY OF CONTEMPLATED TRANSACTIONS

To the knowledge of the Sellers, neither the execution and delivery of
this Agreement by the Sellers nor the consummation of the transactions provided
for herein will contravene or violate any Regulation or Order which is
applicable to the Sellers or Company or will result in a Default under, or
require the consent or approval of any party to, any Contract relating to the
Business or the Assets or to or by which the Sellers or Company is a party or
otherwise bound or affected, or require any of the Sellers or the Company to
notify or obtain any Permits or consents from any federal, state, local or other
court or governmental agency or body or from any other regulatory authority,
other than such Defaults, consents, approvals or Permits the failure to cure or
obtain would not have a material adverse effect on the Business or Company.

4.5 FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES

The Sellers have delivered to Cobalt unaudited (i) balance sheets as of
December 31, 1998 and 1997 for the Business, (ii) statements of income and cash
flows for the Business for the twelve month periods ended December 31, 1998,
1997 and 1996, and (iii) all related notes and schedules (such financial
statements are collectively referred to herein as the "Financial Statements").
True, correct and complete copies of the Financial Statements are included in
the Disclosure Schedule. All of the Financial Statements, including any notes
or schedules thereto, were prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
indicated and fairly present the financial position and results of operations of
the Business at the dates and for the periods covered and include all
adjustments that are necessary for a fair presentation of the information shown.
The Company has no material obligations or liabilities except for those
reflected in the balance sheet as of December 31, 1998 included in the Financial
Statements or those that have arisen since December 31, 1998 in the ordinary
course of business.

4.6 ABSENCE OF CERTAIN CHANGES

To the knowledge of the Sellers, since December 31, 1998, other than the
Agreed Distribution, there has not been:

(a) any material adverse change in the business, operations
or financial condition of the Business or Company;

(b) any damage, destruction or loss of any material part of
the Assets;

(d) any indebtedness incurred by Company for borrowed money,
any mortgage, pledge or other encumbrance of the Assets;

(e) any expenditure of or commitment to expend capital in an
amount in excess of $30,000 in an annual period;

(f) any material transaction involving Company or the
Business not in the ordinary course of business; or

(g) any operation of the Business in a manner materially
different than it had been operated during the period covered by the Financial
Statements.

4.7 TAXES

(a) All Returns required to have been filed by or on behalf
of members of the Group have been duly filed on a timely basis and such Returns
are true, complete and correct in all material respects. All Taxes shown to be
payable on the Returns or on subsequent assessments with respect thereto have
been paid in full on a timely basis, and no other Taxes are payable by the Group
with respect to items or periods covered by such Returns (whether or not shown
on or reportable on such Returns) or, unless an adequate reserve has been
established, with respect to any other period ending on or before the Closing
Date. Each member of the Group has withheld and paid over all Taxes required to
have been withheld and paid over, and complied with all information reporting
and backup withholding requirements, including maintenance of required records
with respect thereto, in connection with amounts paid or owing to any employee,
creditor, independent contractor or other third party. There are no liens on
any of the Assets with respect to Taxes, other than liens for Taxes not yet due
and payable or for Taxes that a member of the Group is contesting in good faith
through appropriate proceedings and for which appropriate reserves have been
established.

(b) Cobalt has been furnished by Sellers and Company true and
complete copies of (i) relevant portions of income tax audit reports, statements
of deficiencies, closing or other agreements received by the Group or on behalf
of the Group relating to Taxes and (ii) all federal and state income or
franchise tax returns for the Group for all periods ending on and after December
31, 1994.

(c) Except as described in the Disclosure Schedule, the
Returns of the Group have never been audited by a government or taxing
authority, nor is any such audit in process, pending or threatened (either in
writing or verbally, formally or informally); no deficiencies exist or have been
asserted (either in writing or verbally, formally or informally) or are expected
to be asserted with respect to Taxes of the Group, and no member of the Group
has received notice (either in writing or verbally, formally or informally) or
expects to receive notice that it has not filed a Return or paid Taxes required
to be filed or paid by it; and the Group is neither a party to any action or
proceeding for assessment or collection of Taxes, nor has such event been
asserted or threatened (either in writing or verbally, formally or informally)
against the Group or any of the Assets. No waiver or extension of any statute
of limitations is in effect with respect to Taxes or Returns of the Group. Each
member of the Group has disclosed on its federal income tax returns all
positions taken therein that could give rise to a substantial understatement
penalty within the meaning of Code Section 6662.

(d) Company is not (and never has been) a party to any tax
sharing agreement and has not assumed the liability of any other person under
contract. Company has never made any elections under Treasury Regulation
Section 301.7701-3 or Code Section 761(a). No member of the Group is or has
been a United States real property holding corporation within the meaning of
Code Section 897(c)(2) and Cobalt is not required to withhold Tax on the
purchase of

the Units by reason of Code Section 1445. Sellers are not "foreign persons" (as
that term is defined in Code Section 1445). No member of the Group has entered
into any compensatory agreements with respect to the performance of services for
which payment thereunder would result in a nondeductible expense to the Group
pursuant to Code Section 280G.

4.8 REAL PROPERTY

The Company owns no Real Property. All interests in and rights to real
property and improvements located thereon used in and necessary for the Business
are leased by Company and are listed on the Disclosure Schedule (the "Real
Property Interests"). Company leases the Real Property Interests indicated on
the Disclosure Schedule free and clear of all Liens. To the knowledge of the
Sellers, the present uses of the Real Property Interests are in material
compliance with all applicable zoning and land use and development laws and
ordinances. Neither the Sellers nor Company has received any notice, oral or
written, that any governmental body having jurisdiction over the Real Property
Interests intends to exercise the power of eminent domain or a similar power
with respect to all or any part of the Real Property Interests. Neither the
Sellers nor Company has received any notice, oral or written, from any
governmental body, that the Real Property Interests or any improvements erected
or situate thereon, or the uses conducted thereon or therein, violate any
Regulations of any governmental body having jurisdiction over the Real Property
Interests.

4.9 ENVIRONMENTAL COMPLIANCE

Other than the storage and use of cleaning materials in an amount and
manner consistent with the normal operation of an office, to the knowledge of
the Sellers, neither the Sellers nor Company has caused or permitted the
Business to use, generate, manufacture, refine, transport, treat, store, handle,
dispose, transfer, produce or process Hazardous Materials, except in compliance
with all applicable Hazardous Materials Regulations and, to the knowledge of the
Sellers, there has been no release of any Hazardous Materials on- or off-site of
any of the Real Property which might affect the Real Property or Company. In
addition, to the knowledge of the Sellers, there are no substances or conditions
on the Real Property which may support a claim or cause of action, whether by a
governmental agency or body, private party or individual, under any Hazardous
Materials Regulations.

4.10 PERSONAL PROPERTY

The Disclosure Schedule sets forth each item of personal property used,
but not owned, by Company that requires rental or lease payments. Neither
Sellers nor Company make any representations or warranties with respect to the
operating condition or suitability for the purpose of use by Company of any of
the items of tangible personal property included in the Assets.

4.11 COPYRIGHTS, PATENTS AND TRADEMARKS

The Disclosure Schedule lists those patents, patent applications,
trademark registrations and copyrights that are registered in the name of any of
the Sellers and which are used in and necessary for the Business (the
"Registrations"). To the knowledge of the Sellers, Company has good title to,
or possesses adequate right to use, its respective Registrations, and all other
unregistered copyrights and trademarks, trade names, inventions, processes,
designs, formulae, trade secrets, know-how, and other proprietary rights
(collectively, the "Intellectual Property") necessary for the conduct of the
Business. To the knowledge of the Sellers, Company has the sole and exclusive
right to the Intellectual Property reflected in the Registrations, and, except
as set forth in the Disclosure Schedule, Sellers have taken reasonable steps and
precautions to protect and prevent the disclosure of the Intellectual Property
which is not disclosed by a Registration and is material to the Business.
Except as set forth in the Disclosure Schedule, to the knowledge of Sellers,
none of the Registrations or Intellectual Property of Company is subject to any
outstanding order, decree, judgment, stipulation or agreement restricting its
scope of use or is the subject of any pending or threatened proceeding and there
are no licenses, sublicenses, or agreements now in effect relating to the use by
others of any of the foregoing. To the knowledge of the Sellers, Company has
not infringed or violated, and the conduct of the Business as presently
conducted does not infringe or violate, any patent, trademark, trade name, trade
secret, or other intellectual property right of any other person or entity, and
no such claim is pending, has been made, or, to the knowledge of the Sellers, is
threatened to such effect. The Sellers have no knowledge of any current or past
infringement by others of the Registrations or Intellectual Property. The
Company or Sellers have provided to Cobalt copies of all written reports of
tests that the Sellers have conducted to ascertain whether any of the computer
software, firmware or hardware used in the Business will malfunction, will cease
to function, will generate incorrect data or will produce incorrect results as a
result of processing, providing or receiving (i) date-related data into and
between the twentieth and twenty-first centuries or (ii) date-related data in
connection with any valid date in the twentieth and twenty-first centuries.

4.12 PERSONNEL

To the knowledge of the Sellers, Sellers and Company are in compliance
in all material respects with all federal and state laws respecting employment
and employment practices, terms and conditions of employment, and wages and
hours, and are not engaged in any unfair labor or discriminatory practices.
There is no unfair labor practice claim against Company before the National
Labor Relations Board, or any strike, dispute, arbitration, slowdown, or
stoppage pending or any discrimination claim, to the knowledge of the Sellers,
threatened against or involving Company.

4.13 CONTRACTS

(a) The Disclosure Schedule sets forth a complete and correct
list of all consents or approvals required under any Contracts that are
necessary for the Sellers to complete the transactions provided for
herein or to avoid a Default under such Contracts and the Sellers or
Company, as the case may be, have obtained all such consents or
approvals.

(b) The Disclosure Schedule identifies all of the following
Contracts which Company or the Business is bound by or a party to:

(i) Contracts involving an amount in the aggregate in
excess of Ten Thousand Dollars ($10,000) for the future purchase
of or payment for, supplies or products or services;

(ii) Contracts involving an amount in the aggregate in
excess of Ten Thousand Dollars ($10,000) to sell or supply
products or to perform services;

(iii) Contracts limiting or restraining Company from
engaging or competing in any lines of business with any person,
firm, corporation or other entity;

(iv) material license, franchise, distribution or other
Contracts, including those which relate in whole or in part to
any ideas, technical assistance or other know-how; or

(v) Contracts not entered into in the ordinary course
of business which involve the payment or receipt in the aggregate
of Ten Thousand Dollars ($10,000) or more.

(c) All of the Contracts to which Company is a party or by
which it or any of the Assets or the Business is bound or affected and
that are material to the Business are valid, binding and enforceable by
Company in accordance with their terms. To the knowledge of the
Sellers, no Default exists with respect to such Contracts and no event
has occurred which, with the passage of time or the giving of notice, or
both, would constitute a Default, except for such Contracts the Default
under which would not have a material adverse effect on the Business.
To the knowledge of the Sellers, all other parties to such Contracts
have complied in all material respects with the provisions thereof and
no event has occurred which, with the passage of time or the giving of
notice, or both, would constitute a default by such other party.

4.14 CLAIMS

Except as set forth on the Disclosure Schedule, there is no Litigation
pending or, to the knowledge of Sellers, threatened against Company, the
Business or the Assets that would materially and adversely affect the financial
condition of Company, the Business or the Assets as of the date hereof, and, to
the knowledge of Sellers, no such claim has been asserted in writing.

4.15 INSURANCE

The Disclosure Schedule contains a true and complete list of the
insurance coverage applicable to the Business. All such coverage is in full
force and effect. There are no pending claims against such insurance by or on
behalf of Sellers or Company as to which the insurers have denied liability, and
to the knowledge of Sellers, there exist no material claims under such insurance
that have not been filed by Sellers or Company. The Disclosure Schedule lists
any claims under such insurance that have been filed but not paid as of the date
of this Agreement.

4.16 EMPLOYEE BENEFIT PLANS

Neither Company nor the Business is a party to or bound by any type of
collective bargaining agreement, written employment agreement applicable to the
employees of the Business (other than those that are terminable upon notice of
30 days or less), multi-employer plan of any type, or any profit sharing or
pension plan or plan subject to ERISA. Company is not a party to any employment
agreement or plan providing any employees with severance or other
post-employment benefits.

4.17 PERMITS

To the knowledge of the Sellers, Company possesses all permits,
licenses, orders or approvals of any federal, state, county, local or foreign
governmental or regulatory body, required by any Regulation, that are material
to the conduct of the Business (collectively, the "Permits"). The Permits are
listed on the Disclosure Schedule. To the knowledge of Sellers, all such
Permits as have been obtained are in full force and effect, no written notice of
any material violations has been received by Company, no proceeding is pending
or threatened to revoke or limit any such Permits, and the Sellers have no
knowledge of any circumstances which could result in a revocation or limitation
with respect to any Permit and all consents necessary to be obtained from the
Permit issuers with respect to the transactions provided for herein have been
obtained.

4.18 COMPLIANCE WITH LAWS

Company has received no written notice or written advice from legal
counsel that it is in violation of, or that the Assets or the Business have been
used or operated in violation of, any Order, Permits or any Workplace Regulation
or any other Regulation the violation of which would have a material adverse
effect on the Business or Company.

4.19 BUSINESS RELATIONS

The Sellers have no knowledge that any customer, supplier or distributor
that is material to the Business will cease to do business with Company after
the consummation of the transactions provided for herein in the same manner as
previously conducted with Company and/or the Sellers.

4.20 WARRANTIES

The Disclosure Schedule sets forth a list and brief description of all
express warranties and guarantees made by Company or Sellers to third parties
with respect to products sold or services rendered by the Business, as well as a
list of all written warranty claims for breach of any presently effective
product or service warranty by customers of the Business, together with a
description of each defect or problem to which such claims or series of claims
relate, the product or service which is the subject of such claims or series of
claims, the amount expended prior to the date hereof in satisfying such claims
or series of claims, and the amount reasonably expected to be expended following
the date hereof in satisfying such claims or series of claims. Except as set
forth on the Disclosure Schedule, and except for non-recurring claims for breach
of any presently effective product or service warranty against Company or
Sellers which are not material, no written claim for breach of any presently
effective product or service warranty by any customer has been made against
Company and, to the knowledge of the Sellers, no state of facts exists, and no
event has occurred, which may form the basis of any present claim against
Company or Sellers for liability on account of any express or implied written
warranty to any third party in connection with products sold or services
rendered by the Business.

4.21 INTEREST IN COMPETITORS, SUPPLIERS, DEALERS, CUSTOMERS

Neither the Company nor any of the Sellers nor any officer, director or
owner of any of the Sellers has any ownership interest in any competitor,
supplier, dealer or customer of the Business (other than ownership of securities
of a publicly-held corporation of which such person owns, or has real or
contingent rights to own, less than two percent of any class of outstanding
securities) or in any property used in the operation of the Business.

4.22 BROKERS' AND FINDERS' FEES

No broker, agent, person or firm acting on behalf of Company or the
Sellers is, or will be, entitled to any commission or broker's or finder's fee
from any of the parties hereto, or from any Affiliate of any of the parties
hereto, in connection with any of the transactions contemplated hereby.

4.23 ADDITIONAL INFORMATION

No information furnished by the Sellers or Company to Cobalt in
connection with this Agreement, including the Financial Statements and all
information in the exhibits and schedules hereto, is false or misleading in any
material respect. In connection with such information and this Agreement,
neither Company nor the Sellers have made any untrue statement of a material
fact or omitted to state or will omit to state a material fact necessary in
order to make the statements made or information delivered, in the light of the
circumstances under which they were made or not made, not misleading.

4.24 INVESTMENT INTENT; SHAREHOLDERS AGREEMENT

Each Seller acknowledges that the Warrants and the Shares to be received
by it in connection with the transactions provided for herein (collectively,
"the Securities") are being issued in transactions exempt from registration
under the Securities Act of 1933 ("1933 Act") and applicable state securities
laws. Sellers are acquiring the Securities for investment purposes only and not
with a view to the resale thereof until such time as such resale has been
registered or an exemption from registration is available under the 1933 Act and
applicable state securities laws. Each Seller is an accredited investor, as
that term is defined in Regulation D under the 1933 Act. Each Seller has had
access to such information, books and records of Cobalt and has asked questions
of and received satisfactory responses from Cobalt management to the extent such
Seller has deemed necessary in order to evaluate fully an investment in the
Securities. Each Seller acknowledges and agrees that to the extent it becomes a
shareholder of Cobalt, either as a result of the exercise or conversion of
Warrants or as a result of its receipt of Shares, such Seller shall, as a
condition to Cobalt's obligation to issue such capital stock to Seller, became a
party to the Cobalt Shareholders Agreement in the form attached as Exhibit H
hereto, or in such form as exists at the time of issuance of such capital stock.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF COBALT

Cobalt hereby represents and warrants to the Sellers that as of the date
hereof and the Closing Date:

5.1 ORGANIZATION AND STANDING

Cobalt is a corporation duly organized and validly existing under the
laws of the state of Washington, having full corporate power and authority to
perform its obligations under this Agreement and the Related Documents. Cobalt
is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which such qualification is required, other
than such jurisdictions where the failure to so qualify would not have a
material adverse effect on the business of Cobalt, taken as a whole.

5.2 AUTHORITY AND BINDING EFFECT

Cobalt has the full corporate power and authority to execute, deliver
and perform this Agreement and the Related Documents, and has taken all actions
necessary to secure all approvals required in connection therewith. The
execution, delivery and performance of this Agreement and the Related Documents
by Cobalt has been duly authorized by all necessary corporate action. The
execution and delivery of this Agreement and the Related Documents, and the
consummation of the transactions provided for herein and therein, will not
violate the Articles of Incorporation or Bylaws of Cobalt. This Agreement and
the Related Documents constitute legal, valid and binding obligations of Cobalt,
enforceable against it in accordance with their terms, except as may be limited
by bankruptcy or insolvency laws or other similar laws or equitable principles
affecting rights of creditors generally. Upon issuance of the Shares to Sellers
in accordance with this Agreement, the Shares will be duly and validly issued,
fully paid and non-assessable.

5.3 VALIDITY OF CONTEMPLATED TRANSACTIONS

Neither the execution and delivery of this Agreement and the Related
Documents by Cobalt nor the consummation of the transactions provided for herein
and therein by Cobalt will contravene or violate any Regulation or Order which
is applicable to Cobalt, or will result in a Default under any Contract to which
Cobalt is a party or by which it is otherwise bound, or require Cobalt to notify
or obtain any Permits from any federal, state, local or other court or
governmental agency or body or from any other regulatory authority.

5.4 INVESTMENT INTENT

The Units are being acquired by Cobalt for investment purposes only, for
its own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof. Cobalt does not have any agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Units. Cobalt is an
"accredited investor" as that term is defined in Regulation D under the 1933
Act.

5.5 ACCESS TO INFORMATION AND INSPECTION

Cobalt believes it has received all of the information it considers
necessary or appropriate in deciding whether to purchase the Units. Cobalt has
had an opportunity to ask questions and receive answers from Company and the
Sellers regarding the terms and conditions of its purchase of the Units, to
obtain further information about Company, the Business and the Assets and to
verify the accuracy of the information supplied or to which it had access.
Cobalt also has had the opportunity to inspect the tangible personal property of
Company included in the Assets and accepts such tangible personal property "As
Is."

5.6 RESTRICTED SECURITIES

Cobalt understands that the purchase of the Units has not been
registered under the 1933 Act, that the Units are being acquired in a
transaction not involving a public offering and the Units may not be resold
without registration under the 1933 Act or an exemption therefrom.

5.7 BROKERS' AND FINDERS' FEES

No broker, agent, person or firm acting on behalf of Cobalt is, or will
be, entitled to any commission or brokers' or finders' fee from any of the
parties hereto, or from any Affiliate of any of the parties hereto, in
connection with any of the transactions contemplated hereby.

5.8 ADDITIONAL INFORMATION

No information furnished by Cobalt to Sellers or Company in connection
with this Agreement is false or misleading in any material respect. In
connection with such information and this Agreement and the Related Documents,
Cobalt has made no untrue statement of a material fact or omitted to state or
will omit to state a material fact necessary in order to make the statements
made or information delivered, in the light of the circumstances under which
they were made or not made, not misleading.

5.9 FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES

Cobalt has delivered to Sellers unaudited (i) balance sheet as of
December 31, 1998 and 1997, (ii) statements of income and cash flow for the
12-month periods ended December 31, 1998 and 1997, and (iii) all related notes
and schedules (such financial statements are collectively referred to herein as
the "Cobalt Financial Statements"). The Cobalt Financial Statements were
prepared in accordance with generally accepted accounting principles applied on
a consistent basis with prior periods and fairly present the financial position
and results of the operations of Cobalt at the dates and for the periods covered
and include all adjustments

that are necessary for a fair presentation of the information shown. Cobalt has
no material obligations or liabilities except for those reflected in the balance
sheet as of December 31, 1998 or those that have arisen since December 31, 1998.

5.10 NO BREACH

Neither Cobalt nor any representative of Cobalt during the course of
their due diligence has identified any fact that would constitute a breach of
the representations and warranties of any Seller under this Agreement.

SECTION 6. TAX MATTERS

6.1 ACCESS TO RECORDS FOLLOWING CLOSING

Cobalt and Sellers agree that so long as any books, records and files
retained by Sellers relating to Company or the Business, or the books, records
and files delivered to the control of Cobalt pursuant to this Agreement, to the
extent such books, records and files relate to the operations of Company or the
Business prior to the Closing Date, remain in existence and available, each
party (at its expense) shall have the right upon prior notice to inspect and
make copies of the same at any time during business hours for any proper
purpose. Company and Sellers shall not destroy or allow the destruction of any
such books, records and files without the prior written consent of Cobalt.
Cobalt shall not destroy or allow the destruction of any such books, records and
files without the prior written consent of Sellers.

6.2 PAYMENT OF TAXES

Sellers shall timely file all required Returns of the Group and timely
pay all Taxes of the Group (including all Taxes of the Group that are imposed on
Cobalt as a transferee of the Units or Assets), regardless of when such taxes
are due, to the extent such Taxes are allocable to any period ending on or
before the Closing Date. Cobalt shall pay all transfer taxes that are
statutorily imposed on Cobalt as a result of the transactions contemplated by
this Agreement. Sellers shall pay all transfer taxes that are statutorily
imposed on Sellers as a result of the transactions contemplated by this
Agreement.

6.3 PARTNERSHIP TERMINATION; SECTION 754 ELECTION

Sellers agree to treat the Company as a partnership for federal income
tax purposes and treat the partnership as terminating on the Closing Date.
Sellers shall timely file the Company's federal partnership income tax returns
for its taxable year ending on the Closing Date. Sellers shall include with
such tax return an election under Treasury Regulation Section 1.754-1(b) to
adjust the basis of partnership property under Code Sections 734(b) and 743(b)
for the partnership's taxable year.

6.4 TAX TREATMENT AS ASSET ACQUISITION

Cobalt and Sellers agree to treat the Acquisition, for federal income
tax purposes, as a sale of the Assets by Sellers to Cobalt. The purchase price
paid by Cobalt shall be allocated among the Assets in accordance with the
Schedule to be attached as Exhibit F hereto, which shall be in a form mutually
agreeable to the parties prior to Closing. Cobalt and Sellers shall file all
Returns in a manner consistent with such allocation, and shall use their best
efforts to sustain such allocation in any subsequent tax audit or tax dispute.

SECTION 7. FURTHER ASSURANCES; SURVIVAL

7.1 FURTHER ASSURANCES

Upon the terms and subject to the conditions herein provided, each of
the parties hereto agrees to use its best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
the transactions provided for in this Agreement as expeditiously as practicable.

7.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Regardless of any investigation at any time made by or on behalf of any
party hereto or of any information any party may have in respect thereof, the
representations, warranties, covenants, agreements and indemnities made by each
party in this Agreement shall survive until the second anniversary of the
Closing Date; provided, however, that the representations and warranties
contained in Section 4.7 and the covenants contained in Sections 6.1 through 6.4
hereof shall survive until the lapse of the relevant statute of limitations
period.

SECTION 8. INDEMNIFICATION

8.1 SELLERS' INDEMNITY

Sellers shall severally indemnify, defend and hold harmless Cobalt and
its directors, officers, employees, agents and Affiliates ("Cobalt Indemnified
Parties") from and against any and all Losses suffered or incurred by Cobalt
Indemnified Parties as a result of any of the following:

(a) Any inaccuracy in or breach of any representation or
warranty made in Section 4 other than representations and warranties made in
Section 4 with respect to state, county or local sales, use, income or excise
taxes in respect of which the parties have agreed the Sellers shall have no
indemnification obligation hereunder;

(b) Any breach of any covenant made by Sellers in this
Agreement other than the covenants made in Section 6 with respect to state,
county or local sales, use or excise taxes in respect of which the parties have
agreed the Sellers shall have no indemnification obligation hereunder; and

8.2 COBALT'S INDEMNITY

Cobalt shall indemnify, defend and hold harmless Sellers and their
respective directors, officers, employees, agents and Affiliates ("Seller
Indemnified Parties") from any and all Losses suffered or incurred by Seller
Indemnified Parties as a result of any of the following:

(a) Any inaccuracy in or breach of any representation or
warranty made in Section 5;

(b) Any breach of any covenant made by Cobalt in this
Agreement; and

(c) The ownership of the Assets and the operation of the
Business, including but not limited to the performance or failure to perform any
Contract of the Company included in the Assets as of the Closing Date, from and
after the Closing Date.

8.3 CLAIMS

(a) Any notice of a claim for indemnification shall specify
the facts alleged to constitute a breach and the representations, warranties and
covenants alleged to have been breached and shall be accompanied by an estimate
of the amount of Losses due to such breach.

(b) If any party entitled to indemnification hereunder (the
"INDEMNITEE") is subject to any action, suit, proceeding or demand at any time
instituted against or made upon it for which it may seek indemnification
hereunder (a "CLAIM") from a party hereto (the "INDEMNITOR"), the Indemnitee
shall notify the Indemnitor of such Claim as soon as reasonably practicable
after becoming aware of such Claim (specifying in reasonable detail the nature
and amount of the Claim); PROVIDED that failure to give such notice shall not
relieve the Indemnitor of its obligations hereunder except to the extent the
Indemnitor shall have been prejudiced by such failure. Upon receipt of such
notice, the Indemnitor shall be entitled to participate in and, at the
Indemnitee's option, assume the defense of such Claim with counsel reasonably
satisfactory to the Indemnitee, and in the case of such an assumption the
Indemnitor shall have the authority to negotiate, compromise and settle such
Claim for the Indemnitee; PROVIDED, HOWEVER, that (i) the Indemnitor shall
conduct such settlement or defense at all times in good faith and in a
reasonable manner and (ii) the Indemnitor shall promptly reimburse the
Indemnitee for all out-of-pocket expenses incurred as a result of the assumption
by the

Indemnitor of control of such settlement or defense. Neither Indemnitor nor
Indemnitee shall enter into any settlement without the prior written consent of
the other party, which consent shall not be unreasonably withheld.

(c) The Indemnitee shall retain the right to employ its own
counsel at its own expense to participate in the defense of any Claim, the
defense of which has been assumed by the Indemnitor. The Indemnitee shall
cooperate in all respects in the defense of the Claim, including refraining from
taking any position adverse to the Indemnitor.

(d) For any Losses, other than Losses arising from the
Excluded Liability, the Indemnitor shall have no indemnity obligation pursuant
to this Section 8 until the Losses of the Indemnitee exceed $300,000 in the
aggregate from all matters as to which such party would be entitled to
indemnification pursuant to Section 8, at which point the indemnity obligation
of the Indemnitor shall cover all Losses in excess of such threshold amount.
With respect to the Excluded Liability, the Indemnitors shall fully and
completely indemnify the Indemnitees for all Losses from the first dollar. In
determining the amount of claims against an Indemnitor pursuant to this
Section 8, other than with respect to the Excluded Liability, the tax effect
(federal, state, local or foreign) to the Indemnitee by reason of such claims
(or the events giving rise to such claims) and the receipt of such
indemnification payment shall be included in the calculation of the amount to be
paid by the Indemnitor.

(e) The maximum indemnity obligation of any Seller under this
Agreement shall not exceed the aggregate purchase price received by such Seller
as set forth in Section 2.1 and the Schedule of Sellers.

8.4 RIGHT OF OFFSET

Subject to the notice requirements and other limitations provided in
this Section 8, Cobalt shall have the right to offset any Losses it incurs, once
such Losses are finally determined to be subject to indemnification hereunder
either by agreement of the parties or in a final, binding and non-appealable
decision of a court of competent jurisdiction, against any amounts payable to
Sellers pursuant to this Agreement and the 90-Day Notes or 270-Day Notes.

8.5 GUARANTEES; ESCROW

Each of Brian Allen and Shirley Atherton hereby unconditionally,
absolutely and irrevocably guarantee to the Cobalt Indemnified Parties to
promptly pay or perform, or cause Compu-Time, Inc. and Parts Finder Locating
Systems, Inc., respectively, to pay or perform, such corporation's respective
obligations under Section 8 of this Agreement. The foregoing several guarantees
are continuing guarantees and shall remain in full force and effect until the
obligations of the corporation in which respect of which the guarantee is given
have been fully

and irrevocably paid, performed, satisfied, terminated or otherwise extinguished
as provided in this Agreement. Each Guarantor represents that the obligations
set forth in this Section 8.5 are valid and binding upon such Guarantor as
stated and that the guarantees shall inure and be binding upon, and enforceable
against, such Guarantor's successors-in-interest and assignees. The Guarantors
hereby waive promptness and diligence, notice of any actions taken by the
Sellers or Cobalt under this Agreement and all other notices, demands and
protests, and all other formalities of every kind in connection with the
enforcement of their obligations as Guarantors hereunder, the omission of or
delay in which, but for the provisions hereof, might constitute grounds for
relieving the Guarantor of his or her obligations hereunder.

Locators, Inc. agrees with respect to its indemnification obligations
set forth under Section 8 of this Agreement, that $3 million in value (based on
the $8.00 per share conversion price) of the Shares received by Locators, Inc.
at Closing shall be placed into an escrow account pursuant to the terms of an
escrow agreement on terms and conditions satisfactory to both Locators, Inc. and
Cobalt ("Escrow Agreement") to be executed and delivered by Locators, Inc. and
Cobalt at Closing (the "Escrow Fund"). The Escrow Fund shall be held by the
escrow agent designated in the Escrow Agreement as security for the indemnity
obligations of Locator, Inc. until the second anniversary of the Closing Date.

8.6 KNOWLEDGE PRIOR TO CLOSING

Any party to whom an indemnification obligation is owed by reason of
this Section 8 shall be deemed to have waived any indemnification obligation
based upon such inaccuracy or breach if the Indemnitee had knowledge of such
inaccuracy or breach before the Closing Date.

SECTION 9. MISCELLANEOUS

9.1 ASSIGNMENT; SUCCESSORS AND ASSIGNS

This Agreement may not be assigned prior to the Closing by any party
hereto without the prior written consent of the other parties. Subject to the
foregoing, all of the terms and provisions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.

9.2 NOTICES

Any notice, request, demand, waiver, consent, approval or other
communication which is required or permitted hereunder shall be in writing and
shall be deemed given only if delivered personally to the address set forth
below (to the attention of the person identified below) or sent by telegram, by
registered or certified mail, postage prepaid, or by overnight courier service,
or by facsimile with written facsimile transmission confirmation as follows:

If to Cobalt to: With a copy to:

The Cobalt Group, Inc. Stoel Rives LLP
2030 First Avenue 3600 One Union Square
Seattle, WA 98121 600 University Street
Attention: Geoffrey T. Barker, Seattle, WA 98101
Co-Chief Executive Officer Attention: Ronald J. Lone
Facsimile No.: (206) 269-6350 Facsimile No.: (206) 386-7500

If to the Sellers to: With a copy to:

Parts Finder Locating Systems, Inc. Bruce G. Berning
14718 S.W. Scarlett Drive Tonkon Torp LLP
Tigard, OR 97224 888 SW Fifth Avenue, Suite 1600
Facsimile No.: (503) 590-6193 Portland, OR 97204
Facsimile No.: (503) 972-3712

With a copy to:

Locators, Inc. Allen B. Bush
8305 S.E. Monterey, Suite 104 13825 SW 33rd Place
Portland, OR 97266 Beaverton, OR 97008
Facsimile No.: (503) 653-9536 Facsimile No.: (503) 646-1391

With a copy to:

Compu-Time, Inc. Thomas G. Guilbert
8305 S.E. Monterey, Suite 110 2370 S.W. Montgomery Drive
Portland, OR 97266 Portland, OR 97201
Facsimile No.: (503) 659-3753 Facsimile No.: (503) 228-0811

If to Company to: With a copy to:

PartsVoice LLC Stephen B. Hill
8305 S.E. Monterey, Suite 104 Bullivant Houser Bailey
Portland, OR 97266 888 S.W. Fifth Avenue, Suite 300
Facsimile No.: (503) 653-9536 Portland, OR 97204
Facsimile No.: (503) 295-0915

or to such other address as the addressee may have specified in a notice duly
given to the sender and to counsel as provided herein. Such notice, request,
demand, waiver, consent, approval or other communication will be deemed to have
been given as of the date so delivered

or telegraphed or, if mailed, three (3) business days after the date so mailed
or, if sent by overnight courier service or facsimile, one (1) business day
after the date so sent.

9.3 GOVERNING LAW; JURISDICTION; VENUE

This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Oregon without reference to its choice of law
principles. Each party hereby irrevocably consents to the jurisdiction and
venue of the courts of the State of Oregon, Multnomah County, the United States
District Court for the District of Oregon at Portland, and all applicable
appellate courts, in connection with any action to interpret or enforce, or
otherwise arising out of or relating to, this Agreement.

9.4 ENTIRE AGREEMENT

This Agreement, together with the Exhibits hereto and all other
documents referred to herein and therein, sets forth the entire agreement of the
parties hereto with respect to the transactions contemplated hereby. This
Agreement may not be amended except by an instrument in writing signed by the
parties hereto, and no claimed amendment, modification, termination or waiver
shall be binding unless in writing and signed by the party against whom or which
such claimed amendment, modification, termination or waiver is sought to be
enforced.

9.5 SECTION HEADINGS

All section headings are for convenience only and shall in no way modify
or restrict any of the terms or provisions hereof.

9.6 COOPERATION

Subject to the provisions hereof, the parties hereto shall use their
best efforts to take, or cause to be taken, such action to execute and deliver,
or cause to be executed and delivered, such additional documents and instruments
and to do, or cause to be done, all things necessary, proper or advisable under
the provisions of this Agreement and under applicable law to consummate and make
effective the transactions contemplated by this Agreement.

9.7 ATTORNEYS' FEES

Should any party employ an attorney or attorneys to enforce any of the
provisions of this Agreement or to protect its interest or enforce its rights in
any manner arising under this Agreement or to recover damages for the breach
hereof, and if a suit, action or other proceeding of any nature whatsoever
(including any contested matter or adversary proceeding under the U.S.
Bankruptcy Code) is instituted in connection with any controversy arising out

of this Agreement or to interpret or enforce any rights hereunder, the
prevailing party shall be entitled to recover mediation and arbitration
expenses, if any, and its attorneys', paralegals', accountants' and other
experts' fees, and all other fees, costs and expenses actually incurred in
connection therewith, as determined by the judge at trial or on appeal or
review, in addition to all other amounts provided by law.

9.8 COUNTERPARTS

This Agreement may be executed in counterparts, each of which is an
original and all of which together shall be deemed to be one and the same
instrument. This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered by all the parties.

9.9 INTERPRETATION, KNOWLEDGE

This Agreement and each of the terms and provisions hereof are deemed to
have been explicitly negotiated among the parties and the language in all parts
of this Agreement shall in all cases be construed according to its fair meaning
and not strictly for or against any party. To the extent a statement or
representation contained in this Agreement is qualified to the "knowledge" of
Sellers, or using words of similar import, "knowledge" shall mean: as to Parts
Finder Locating Systems, Inc., the actual knowledge of Shirley Atherton; as to
Locators, Inc., the actual knowledge of Alex DeLucia; and as to Compu-Time,
Inc., the actual knowledge of Brian Allen.

9.10 PAYMENT OF EXPENSES

The Sellers and Cobalt shall be responsible for and pay any and all
legal, accounting, broker, investment banking and other fees and expenses which
they (and Company in the case of the Sellers) incur in connection with
preparation and performance of this Agreement, the transactions provided for
herein and in the Exhibits hereto.

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

THE SELLERS: COBALT:

Locators, Inc. The Cobalt Group, Inc.

By By
--------------------------------- --------------------------------
Its Its
------------------------- ------------------------
Compu-Time, Inc.

By
---------------------------------
Its
-------------------------

Parts Finder Locating Systems, Inc.

By
---------------------------------
Its
-------------------------

With respect to the obligations and agreements set forth in Section 8.5
hereof only:

THE GUARANTORS:

- -----------------------------------
Brian Allen

- -----------------------------------
Shirley Atherton

EXHIBIT INDEX

Exhibit A-1 90-Day Notes

Exhibit A-2 270-Day Notes

Exhibit B Warrants

Exhibit C-1 DeLucia Consulting Agreement

Exhibit C-2 Allen Employment Agreement

Exhibit D-1 Agreement for Management of Security

Exhibit D-2 Pledge and Security Agreement

Exhibit E Disclosure Schedule

Exhibit F Allocation Schedule

Exhibits G-1 through G-3 Opinions of Counsel

Exhibit H Second Amendment to Amended and Restated
Shareholders Agreement

Exhibit I Registration Rights Agreement

Exhibit J Amended and Restated Articles of
Incorporation of Cobalt

SCHEDULE OF SELLERS

Principal Principal
Unit Amount of Amount of
Units Ownership 90-Day 270-Day
Seller Conveyed Percentage Cash Portion Notes Notes Warrants Shares
------ -------- ---------- ------------ ----- ----- -------- ------

Locators, Inc. 56 56% $1,680,000 $3,720,000 $8,400,000 83,000 375,000

Compu-Time, Inc. 20 20% 600,000 1,400,000 3,000,000 35,000 125,000

Parts Finder
Locating Systems, 24 24% 720,000 2,880,000 3,600,000 42,000 0
Inc. --------- -------- ---------- ----------- ----------- ------- ---------

Totals 100 100% $3,000,000 $8,000,000 $15,000,000 160,000 500,000