Sites Share Commitment to Work Closely With Auto Dealers to Provide Full Range Of Consumer Buying Services

MSN® CarPoint(TM), the most-visited automotive-related site on the Web, today announced that it has agreed to terms of a transaction to acquire automotive e-commerce company DriveOff.com Inc., a privately owned subsidiary of e-business solutions and services provider Navidec Inc. (Nasdaq: NVDC).

As a result of the acquisition, DriveOff.com will operate as a wholly owned subsidiary of CarPoint, and DriveOff.com's unique, dealer-endorsed direct-buying services will be integrated into CarPoint.com. Financial terms of the agreement have not been disclosed.

By combining the power of CarPoint technology and its massive consumer reach with the innovative sales model of DriveOff.com, the enterprise will deliver the best possible buying experience for every type of car buyer. Consumers will have the ability to choose the best services to meet their needs, from referral to one of the 3,700 CarPoint dealers for a price quote to purchasing or leasing through the Web from one of the more than 2,200 DriveOff.com dealers.

"The combined power of CarPoint and DriveOff.com signifies a new chapter in automotive e-commerce history," said Tom Stall, president of Bob Stall Chevrolet and chairman of the Internet Auto Dealers Marketing Association (IADMA). "Auto dealers and consumers alike will benefit from the unmatched technology and services these two organizations will offer together."

Completion of the transaction is subject to negotiation and execution of definitive agreements and regulatory approvals, among other things.

The new enterprise will provide consumers with the most comprehensive choice of services available for buying a car online. The range of services offered will include complete assistance to consumers in researching, comparing, configuring, purchasing and financing a car over the Internet. "CarPoint and DriveOff.com share a vision that we must work closely with the auto industry to deliver the best online car-buying experience for consumers," said Jeff Dossett, CEO of CarPoint. "We recognize the essential role that auto dealers play in the process."

"We're excited about our new relationship with CarPoint and look forward to working together to develop the technologies that will continue to transform the car-buying process," said Michael Kranitz, president of DriveOff.com. "Our business model was designed to provide dealers with an effective way to compete with Internet services that cut them out of the sales process. Our strong relationships with the IADMA and other key industry organizations enable us to help dealers develop long-term customer relationships and increase sales while remaining price competitive."

"This relationship supports the long-term commitment of CarPoint to build the technology to power the online automotive marketplace, including unparalleled resources like DriveOff.com's direct-buying service, which brings dealers and manufacturers together with online consumers in new ways," Dossett said.

CarPoint is the most-visited online car-buying service in the United States, reaching more than 6 million consumers monthly and generating more than $650 million in monthly automobile sales to its 3,700 auto dealers. It offers new- and used- car-buying services and complete consumer resources to make it easier to buy and own a car every day. CarPoint has a member network of more than 3,700 dealers and licenses DealerPoint, its customer management tool, to leading OEMs including Ford Motor Co., Honda Motor Company Inc. and Acura.

DriveOff.com is a direct, retail automotive Web site that allows consumers to research, configure and price a car, secure financing, and conduct their automobile transaction online. The site delivers consumers a "deal kit" containing all the documents necessary to close the transaction that is started online. Customers simply bring the kit into a participating IADMA dealer and drive off.

About DriveOff.com

DriveOff.com is an automotive e-commerce company that provides 100 percent online automotive Web sites for financial institutions, membership organizations and employers. The company's flagship Web site, www.driveoff.com/, allows consumers to complete their entire vehicle transaction online. DriveOff.com, based in Denver, is a subsidiary of e-business solutions and services provider Navidec Inc.

About CarPoint

Launched in October 1995, MSN CarPoint (located at www.carpoint.com/ ), is the leading online automotive marketplace, visited by more than 6 million consumers each month. From product reviews and surround video features to new and used car pricing, CarPoint helps consumers find the car they love, at a price they can afford. With details on more than 10,000 car models and 100,000 used vehicles, visitors can research and compare cars of virtually every make and model, identify local dealers, and receive instructions for post-purchase service and maintenance.

CarPoint generates more than $650 million in auto sales each month for its 3,700 affiliated dealers nationwide and is exclusively endorsed by the American International Automobile Dealers Association.