Exhibit 10.2

                                   PROMISSORY NOTE

$72,000.00                                                       August 20, 1996

     For value received, John W.P. Holt (hereinafter referred to as "DEBTOR"),
promises to pay to The Cobalt Group, Inc., a Washington Corporation ("COBALT"),
the sum of SEVENTY-TWO THOUSAND AND NO/100 U.S. DOLLARS ($72,000), together with
interest at the rate of eight percent (8%) per annum compounded annually on the
outstanding principal balance from the date hereof, until this note is fully
paid as follows:

          All accrued but unpaid interest, the outstanding principal
          balance and all other sums payable hereunder shall be immediately
          due and payable on August 20, 2006.

     All payments shall be made in lawful money of the United States of America
and shall be made at such place as Cobalt may designate in writing from time to
time.  Payments shall be applied first to accrued but unpaid interest, then to
reduction of the outstanding principal balance.  This note may be prepaid in
whole or in part at any time or times without penalty and without prior notice.

     This note shall be in default if the payment required hereunder is not paid
when due and within 10 days after written notice of such default is given by
Cobalt.  Upon or at any time after a default in this note or after a default in
compliance with any term, covenant or condition of the Stock Pledge Agreement
securing payment of this note, at the option of Cobalt, without further notice,
the entire debt evidenced hereby shall become due and payable and shall
thereafter bear interest at twelve percent (12%) per annum until paid.  Cobalt's
failure to exercise this option in the event of a default shall not constitute a
waiver of Cobalt's right to exercise this option as the result of any other
default or of any subsequent default of the same or similar kind.

     NOTHING HEREIN CONTAINED SHALL BE DEEMED TO CAUSE DEBTOR TO BE PERSONALLY
LIABLE TO PAY THIS NOTE OR ANY OBLIGATION EVIDENCED HEREBY AND COBALT SHALL NOT
SEEK ANY PERSONAL OR DEFICIENCY JUDGMENT ON THIS NOTE OR ANY OBLIGATION
EVIDENCED HEREBY AND THE SOLE REMEDY OF COBALT SHALL BE AGAINST THE PROPERTY
SECURING THIS NOTE AND THE INCOME FROM SUCH PROPERTY GIVEN IN CONNECTION WITH
THIS NOTE.

     This note may not be assigned by Cobalt.

     Debtor and any assignees thereof who are at any time liable for payment of
this note or other sum required hereby waive presentment for payment, notice of
dishonor and protest and consent that the terms of payment of any part or the
whole of the debt evidenced by this note may be modified or extended at any time
by agreement between Cobalt and Debtors and any assignees thereof now or
hereafter liable on this note and that any security now or hereafter




given to secure payment of this note may be released or modified in whole or in
part by agreement between Cobalt and the owner of any such security.

     Debtor and any assignees thereof who are at any time liable for payment of
this note or any installment or other sum required hereby waive all defenses
which might otherwise be asserted (a) that security is adequate or that resort
must first be had against any other person or against any security now or
hereafter given to secure payment of this note and (b) because any of the
following may occur in the future: delay in the enforcement of payment of this
note; and delay or omission in exercising any right or power granted to Cobalt
by the note.

     Any notice or demand by Cobalt shall be sufficient if in writing and
delivered or mailed, certified or registered United States mail, postage
prepaid, to the address stated below for notice purposes or to such other
address as shall be designated in writing from time to time by the persons who
are then liable upon this note and received by Cobalt.  Notice given and
received in complete and legible form by electronic facsimile devices and
delivery by courier or messenger service shall be deemed to have been personally
delivered.

     This note is made with reference to and shall be construed and enforced in
accordance with the laws of the State of Washington without regard to its choice
of law provisions.  This note is secured by a Stock Pledge Agreement affecting
the ownership interests of Debtor in Cobalt.  Debtor agrees that the venue of
any action on this note may be laid in King County, Washington.

     UNDER WASHINGTON LAW, ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT
ENFORCEABLE.


DEBTOR:                            Address for Notice:

                                   John W.P. Holt
                                   3001 10th Ave. West
_____________________________      Seattle, WA 98119




Schedule to Exhibit 10.2

Other similar Note of the Company dated August 20, 1996.




Holder                           Principal Amount
                              
Geoffrey Barker                  $72,000