FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

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EXHIBIT 4.1

FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

DATED AS OF MARCH 19, 2003

AMONG

DEALERTRACK HOLDINGS, INC.

AND THE

STOCKHOLDERS IDENTIFIED HEREIN

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TABLE OF CONTENTS

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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

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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,

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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.

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"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.

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"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

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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

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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.

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"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

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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.

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"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.

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"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.

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"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.

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"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.

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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.

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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

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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,

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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

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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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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