EXHIBIT (a)(1.1)

AUTOBYTEL INC.

OFFER TO EXCHANGE OUTSTANDING OPTIONS
HAVING AN EXERCISE PRICE OF MORE THAT $4.00 PER SHARE
WITH NEW OPTIONS

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. PACIFIC TIME ON JANUARY 15, 2002, UNLESS THE OFFER IS EXTENDED BY AUTOBYTEL INC.

Autobytel Inc., which we refer to as "we," or "Autobytel," is offering its employees and directors the opportunity to exchange all outstanding options to purchase shares of our common stock that have an exercise price per share of more than $4.00 that have been granted under the Auto-by-Tel Corporation 1996 Stock Incentive Plan, as amended (the "1996 Incentive Plan"), the autobytel.com.inc. 1998 Stock Option Plan, as amended (the "1998 Plan"), the autobytel.com inc. 1999 Stock Option Plan, as amended (the "1999 Plan"), the autobytel.com inc. 1999 Employee and Acquisition Related Stock Option Plan, as amended (the "1999 Acquisition Plan"), the autobytel.com inc. 2000 Stock Option Plan, as amended (the "2000 Plan," and with the 1996 Incentive Plan, the 1998 Plan, the 1999 Plan, and the 1999 Acquisition Plan, the "Autobytel option plans" and individually each an "Autobytel option plan"), the Downtown Web, Inc. d/b/a Autoweb 1997 Stock Option Plan (the "1997 Autoweb Plan"), the Autoweb.com, Inc. 1999 Equity Incentive Plan, as amended (the "1999 Autoweb Plan") or the Autoweb.com, Inc. 1999 Directors Stock Option Plan (the "Autoweb Directors Plan," and with the 1997 Autoweb Plan and the 1999 Autoweb Plan, the "Autoweb option plans" and each individually an "Autoweb option plan") for new options that we will grant under the Autobytel option plans. We are making the offer upon the terms and subject to the conditions set forth in this offer to exchange and in the related cover letter and letter of transmittal (which together, as they may be amended from time to time, constitute the "offer").

You may participate in the offer if you are an employee or director of Autobytel or one of our wholly-owned subsidiaries who is otherwise eligible to receive options under an Autobytel option plan.

If you wish to participate, you will be required to tender all options with an exercise price of more than $4.00. In addition, if you tender any options for exchange, you will be required to also tender for exchange all option grants that you received during the six (6) month period prior to the commencement date of the offer and any options that we may grant to you during the offer, even if those option grants have an exercise price equal to or less than $4.00 per share. For purposes of the offer, if you held unvested options that were granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb.com, Inc., which we refer to as "Autoweb," those options are deemed to have been granted as of the closing date of the Autoweb acquisition on August 14, 2001 (i.e., within the six (6) month period prior to the commencement date of the offer) and, accordingly, you will be required to tender those options for exchange if you choose to participate in the offer. Please note that, for the purposes of the offer, vested options that were granted under one or more of the Autoweb option plans that were assumed by Autobytel are deemed to have been granted on the date such options were granted under the applicable Autoweb option plan.

In exchange for any options tendered by an option holder that are accepted for exchange and canceled by us, the option holder will receive a number of new options exercisable for a number of shares of common stock determined in accordance with the exchange ratios set forth below, with the number of options rounded up to the nearest whole number:

Exercise Price of Options Tendered                       Exchange Ratio
----------------------------------                       --------------
$4.00 or less...................................             1 for 1
$4.01 -- $10.00.................................            .9 for 1
More than $10.00................................            .1 for 1

We will grant the new options to you within 20 business days after the date which is at least six months after the date we cancel the options accepted by us for exchange as long as you remain an employee or director of Autobytel or one of its subsidiaries from the date you tender options through the date we grant the new options. IF YOU ARE NOT AN EMPLOYEE OR DIRECTOR OF AUTOBYTEL OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE AND CANCELLED. YOU ALSO WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR THE OPTIONS TENDERED AND CANCELLED IF YOU ARE NOT AN EMPLOYEE OR DIRECTOR FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS.

The offer is not conditioned upon a minimum number of options being tendered. The offer is subject to conditions which we describe in Section 6 of this offer to exchange.

If you tender options for exchange as described in the offer, we will grant you new options under one of the Autobytel option plans, pursuant to a new option agreement between us and you. Some key features of the new options include:

- The exercise price of the new options will be equal to the closing sales price of our common stock on the Nasdaq National Market on the date we grant the new options or, if our common stock is not listed on the Nasdaq National Market, the exercise price of the new options will be determined as provided for in the applicable Autobytel option plan.

- Each of the new options (except for certain "performance options" and non-employee director options, as described below) will have a vesting schedule as follows:

- tendered options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

- tendered options that are not vested on or before the cancellation date will be exchanged for options that vest at the rate of 50% annually on the first and second anniversary of the grant date.

- Non-employee director options will have a vesting schedule as follows:

- tendered non-employee director options that are vested on or before the cancellation date will be exchanged for options that are 50% vested on the date of grant, with the remaining 50% vesting on the first anniversary of the grant date; and

- tendered non-employee director options that are not vested on or before the cancellation date will be exchanged for options that vest 100% on the first anniversary of the grant date.

- "Performance options" will have a vesting schedule as follows:

- tendered performance options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

- tendered performance options that are not vested on or before the cancellation date will be exchanged for performance options that vest on the fifth anniversary from the date of grant with accelerated vesting of six equal or nearly equal installments over half-year periods from the date of the grant depending on an increase in our stock price equal to 100% over the market price on the date of grant for each installment.

- The term of the new options will be as follows:

- for new options granted to replace old options with a term of ten years, the term of the new options will be ten years from the grant date; and

- for new options granted to replace old options with a term of five years, the term of the new options will be five years from the grant date.

- The other terms and conditions of the new options will be substantially the same as the terms and conditions set forth in the option agreements relating to the old options that you tendered for exchange, including, if applicable to you, provisions relating to events or occurrences that may trigger the acceleration, termination or forfeiture of options. However, we may alter some of the terms of the new options to reflect any changes to tax, securities or other applicable laws or regulations that may take effect.

ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS FOR EXCHANGE. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER YOUR OPTIONS.

Shares of our common stock are quoted on the Nasdaq National Market under the symbol "ABTL." On December 7, 2001, the closing sales price of the common stock was $1.50 per share. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO TENDER YOUR OPTIONS.

You should direct questions about the offer or requests for assistance or for additional copies of the offer to exchange or the letter of transmittal to Autobytel Inc., Attention: Ariel Amir, General Counsel, 18872 MacArthur Boulevard, Irvine, California 92612 (telephone: (949) 225-4500; fax: (949) 862-1323; or e-mail: ariela@autobytel.com).

IMPORTANT

If you wish to tender your options for exchange, you must complete and sign the attached letter of transmittal in accordance with its instructions, and mail, fax or otherwise deliver it and any other required documents to us at Autobytel Inc., Attention: Ariel Amir, General Counsel, 18872 MacArthur Boulevard, Irvine, California 92612 or via facsimile at (949) 862-1323. Delivery by e-mail will not be accepted.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. PACIFIC TIME ON JANUARY 15, 2002, UNLESS THE OFFER IS EXTENDED BY AUTOBYTEL INC. IF YOU HAVE TENDERED YOUR OPTIONS FOR EXCHANGE AND WISH TO WITHDRAW SUCH TENDER, YOU MUST COMPLETE AND SIGN THE ATTACHED NOTICE TO WITHDRAW IN ACCORDANCE WITH ITS INSTRUCTIONS, AND MAIL, FAX OR OTHERWISE DELIVER IT AND ANY OTHER REQUIRED DOCUMENTS TO US AT AUTOBYTEL INC., ATTENTION: ARIEL AMIR, GENERAL COUNSEL, AT THE ADDRESS OR FAX NUMBER LISTED ABOVE. DELIVERY BY E-MAIL WILL NOT BE ACCEPTED.

We are not making the offer to, nor will we accept any tender of options from or on behalf of, option holders in any jurisdiction in which the offer or the acceptance of any tender of options would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take any actions necessary for us to make the offer to option holders in any such jurisdiction.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your options pursuant to the offer. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to give you any information or to make any representation in connection with the offer other than the information and representations contained in this document or in the related letter of transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us.

TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
SUMMARY OF TERMS...........................................................................................     1

THE OFFER..................................................................................................     9

         1.       Number of Options; Expiration Date.......................................................     9

         2.       Purpose of the Offer.....................................................................    12

         3.       Procedures for Tendering Options.........................................................    13

         4.       Withdrawal Rights........................................................................    14

         5.       Acceptance of Options for Exchange and Issuance of New Options...........................    15

         6.       Conditions of the Offer..................................................................    16

         7.       Price Range of Common Stock Underlying the Options.......................................    18

         8.       Source and Amount of Consideration; Terms of New Options.................................    18

         9.       Information Concerning Autobytel Inc.....................................................    24

         10.      Interests of Directors and Officers; Transactions and Arrangements Concerning the
                  Options..................................................................................    27

         11.      Status of Options Acquired By Us in the Offer; Accounting Consequences of the Offer......    28

         12.      Legal Matters; Regulatory Approvals......................................................    29

         13.      Material U.S. Federal Income Tax Consequences............................................    29

         14.      Certain Tax Consequences for Non-U.S. Based Employees or Directors.......................    31

         15.      Extension of Offer; Termination; Amendment...............................................    32

         16.      Fees and Expenses........................................................................    33

         17.      Additional Information...................................................................    33

         18.      Forward-Looking Statements; Miscellaneous................................................    34

SUMMARY OF TERMS

The following are answers to some of the questions that you may have about the offer. We urge you to read carefully the remainder of this offer to exchange and the accompanying letter of transmittal because the information in this summary is not complete, and additional important information is contained in the remainder of this offer to exchange and the letter of transmittal. We have included references to the relevant sections in this offer to exchange where you can find a more complete discussion of the topics covered in this summary.

WHAT SECURITIES IS AUTOBYTEL OFFERING TO EXCHANGE?

We are offering to exchange all stock options held by employees or directors having an exercise price per share of more than $4.00 that are outstanding under the Autobytel option plans and the Autoweb option plans for new options under the Autobytel option plans. (Section 1).

WHY IS AUTOBYTEL MAKING THE OFFER?

Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our common stock. We believe these options are unlikely to be exercised in the foreseeable future. By making the offer to exchange outstanding options for new options that will have an exercise price equal to the fair market value of our common stock on the grant date, we intend to provide our employees and directors with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives for employees and thereby maximize stockholder value. In addition, since many tendered options will be exchanged on less than a one-for-one basis, the offer will reduce the number of outstanding options. (Section 2).

WHY NOT SIMPLY REPRICE THE CURRENT OPTIONS?

"Repricing" existing options would result in variable accounting for such options, which may require us for financial reporting purposes to record additional compensation expense each quarter until such repriced options are exercised, cancelled or expired. (Section 11).

WHY CAN'T I JUST BE GRANTED ADDITIONAL OPTIONS?

Granting large numbers of new options would have a negative dilutive effect on our outstanding shares and have a negative impact on our earnings per share.

WOULDN'T IT BE EASIER TO JUST QUIT AND GET REHIRED?

This is not an available alternative because a re-hire and re-grant within six months of the option cancellation date would be treated the same as a repricing. Again, such a repricing would cause us to incur a variable accounting charge against earnings. (Section 11).

WHAT ARE THE CONDITIONS TO THE OFFER?

The offer is not conditioned upon a minimum number of options being tendered. However, the offer is subject to a number of other conditions with regard to events that could occur prior to the expiration of the offer. These events include, among other things, a change in accounting principles, a lawsuit challenging the tender offer, a third-party tender offer for our common stock or other acquisition

proposal or a change in your employment status with us. These and various other conditions are more fully described in Section 6.

HOW WILL AUTOWEB OPTIONS THAT WERE ASSUMED BY AUTOBYTEL IN CONNECTION WITH AUTOBYTEL'S ACQUISITION OF AUTOWEB BE HANDLED?

Options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb will be treated the same as options originally granted under the Autobytel option plans, except that Autoweb options that were UNVESTED when Autobytel assumed them as of August 14, 2001 will be deemed to have been granted as of August 14, 2001 (i.e., a date within the six (6) months period prior to the commencement of the offer). Autoweb options that were VESTED as of August 14, 2001 will be deemed to have been granted on the date that the Autoweb options were originally granted.

Accordingly, options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb that have an exercise price of more than $4.00 are eligible for exchange, whether they were vested or unvested as of August 14, 2001. In addition, if you tender any options for exchange, you must also tender for exchange options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with the acquisition of Autoweb that were UNVESTED on August 14, 2001, even if those option grants have an exercise price equal to or less than $4.00 per share. Options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with the acquisition of Autoweb that were VESTED on August 14, 2001 that have an exercise price equal to or less than $4.00 per share are NOT eligible for exchange. (Section 1).

WHY ARE AUTOWEB OPTIONS THAT WERE ASSUMED BY AUTOBYTEL IN CONNECTION WITH AUTOBYTEL'S ACQUISITION OF AUTOWEB BEING TREATED THE WAY THEY ARE?

Under applicable accounting rules, the assumption of unvested Autoweb options are considered to be new option grants, while the assumption of vested options are not considered to be new grants. If option holders who tender their options were not required to also tender for exchange options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with the acquisition of Autoweb that were unvested on August 14, 2001, the exchange would be treated the same as a repricing. Such a repricing would cause us to incur a variable accounting charge against earnings. (Section 1).

IF I CHOOSE TO TENDER OPTIONS FOR EXCHANGE, DO I HAVE TO TENDER ALL MY OPTIONS?

Yes. You must tender all of your options that have an exercise price greater than $4.00. For example, if you hold an option to purchase common stock at an exercise price of $5.00 per share and an option to purchase common stock at an exercise price of $28.00 per share, you must either tender all or none of such options; you cannot tender only some of your options that have an exercise price greater than $4.00 and retain the remainder of the options. If you attempt to tender some of your options but do not include all of the options granted to you with an exercise price greater than $4.00, your entire tender will be rejected. In addition, if you tender any options for exchange, you will be required to also tender for exchange all option grants that you received during the six (6) month period prior to the commencement date of the offer and any options that we may grant to you during the offer, even if those option grants have an exercise price equal to or less than $4.00 per share. For purposes of the offer, if you held unvested options that were granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb, those options are deemed to have been granted as of August 14, 2001 (i.e., a date within the six (6) months period prior to the

commencement of the offer). Accordingly, you will be required to tender those options for exchange if you choose to participate in the offer. Except as just described, you may not tender options with an exercise price that is less than or equal to $4.00. (Section 1).

HOW MANY NEW OPTIONS WILL I RECEIVE IN EXCHANGE FOR MY TENDERED OPTIONS?

Options with exercise prices greater than $10.00 will be exchanged at a ratio of one new option for each ten old options tendered for exchange. Options with exercise prices greater than $4.00 and less than or equal to $10.00 will be exchanged at a ratio of nine new options for each ten old options tendered for exchange. Options with exercise prices of $4.00 or less that are required to be tendered will be exchanged at a ratio of one new option for each old option tendered for exchange. (Section 1).

WHAT WILL THE TERMS OF MY NEW OPTIONS BE?

The new options that we grant will be granted under one of the Autobytel option plans, though not necessarily under the same option plan as the options for which they are being exchanged. We advise you to review the terms and conditions of the various Autobytel option plans, referenced as Exhibits (d)(1) through (d)(12) to the Schedule TO we filed on December 14, 2001. Most of the new option agreements will be substantially the same as the respective form option agreements attached as Exhibits (d)(13) through (d)(19) to the Schedule TO we filed on December 14, 2001. However, some of the provisions of the new options to be issued to some of our option holders will be different from the form of option agreements attached to the Schedule TO to the extent necessary to provide such option holders the same rights with respect to acceleration of vesting, termination or forfeiture as they had under the old options. In addition, we may alter some of the terms of the new options to reflect any changes to tax, securities or other applicable laws or regulations that may take effect. (Section 8).

CAN I TENDER THE REMAINING UNEXERCISED OPTIONS OF A GRANT THAT HAD PREVIOUSLY BEEN EXERCISED IN PART IF SUCH GRANT OTHERWISE MEETS ALL THE CRITERIA?

Yes. If there remains unexercised options from an option grant that you have previously exercised in part, you may tender the remaining unexercised options if those remaining options otherwise meet all the criteria set forth above. (Section 1).

CAN I TENDER ONLY THE UNVESTED OPTIONS OF A PARTICULAR GRANT?

Except in limited circumstances, you must tender a full option grant. Except as described in the next paragraph, we are not accepting partial tenders of an individual option grant, unless you have previously exercised a portion of such grant. (Section 1).

The only partial tenders of an individual option grant that we will accept is for options having an exercise price of $4.00 or less that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with the acquisition of Autoweb. If you hold these options and you tender for exchange other options with an exercise price of more than $4.00, you will be required to tender the portion of the grant that was unvested on August 14, 2001, but will not be permitted to tender the portion of the grant that was vested on August 14, 2001.

WHEN WILL MY NEW OPTIONS BE GRANTED?

We will grant the new options to you within 20 business days after the date which is at least six months after the date we cancel the options accepted by us for exchange. For example, unless we extend the offer, we expect to cancel on January 16, 2002, the business day following the scheduled expiration

date, the tendered options accepted for exchange on or before January 15, 2002. Based upon that expectation, the grant date of the new options will be no sooner than July 18, 2002. (Section 5).

ARE THERE ANY ELIGIBILITY REQUIREMENTS I MUST SATISFY AFTER THE EXPIRATION DATE OF THE OFFER TO RECEIVE THE NEW OPTIONS?

Yes. To receive a grant of new options pursuant to the offer and under the terms of the Autobytel option plans, you must be an employee or director of Autobytel or one of its subsidiaries from the date you tender options through the date we grant the new options. As discussed below, we will not grant the new options until at least six months and one day following the date we cancel the options accepted for exchange. IF YOU ARE NOT AN EMPLOYEE OR DIRECTOR OF AUTOBYTEL OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE AND CANCELLED. YOU ALSO WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR THE OPTIONS TENDERED AND CANCELLED IF YOU ARE NOT AN EMPLOYEE OR DIRECTOR FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS. (Section 5).

WHAT HAPPENS IF AUTOBYTEL IS ACQUIRED DURING THE PERIOD AFTER MY OPTIONS ARE CANCELED BUT BEFORE I AM GRANTED NEW OPTIONS?

While we currently have no plans to enter into any such transaction, it is possible that prior to the new option grant we might enter into an agreement for a merger or other similar transaction. These types of transactions could have substantial effects on our stock price, including substantial stock price appreciation.

We reserve the right, in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our board of directors believes is in the best interest of our company and our stockholders. This could include terminating your right to receive new options under the offer. If we were to terminate your right to receive new options under the offer in connection with such transaction, employees and directors who tendered options for exchange pursuant to the offer and whose options were cancelled would not receive new options to purchase our stock, or securities of the acquirer or any other consideration for their tendered and cancelled options. (Section 5).

WHY WON'T MY NEW OPTIONS BE GRANTED IMMEDIATELY AFTER THE EXPIRATION DATE OF THE OFFER?

If we were to grant the new options on any date which is earlier than six months and one day after the date we cancel the options tendered for exchange, we would be required for financial reporting purposes to record compensation expense against our earnings. (Section 5).

IF I TENDER OPTIONS IN THE OFFER, WILL I BE ELIGIBLE TO RECEIVE OTHER OPTION GRANTS BEFORE I RECEIVE MY NEW OPTIONS?

While we intend to continue to review the option grants of all employees from time to time as part of our normal compensation program, if we accept and cancel the options you tender in connection with the offer, we do not intend to grant to you any options during the period of time from the expiration date of the offer until a date that is at least six months and one day after the date that we cancel the tendered options pursuant to the offer. We have determined that it is necessary for us not to grant any additional options during such period to employees or directors who tender their options in the offer to avoid incurring compensation expense against our earnings because of accounting rules that would apply to these interim option grants as a result of the offer. We may grant additional options to some of our employees and directors during the offer. If you are granted options during the time that the offer is open

and you wish to participate in the offer, you will be required to tender any options that you receive during the offer, even if the exercise price of those options is $4.00 or less. (Section 8).

WHAT WILL THE EXERCISE PRICE OF THE NEW OPTIONS BE?

The exercise price of the new options will be equal to the closing sales price of our common stock on the Nasdaq National Market on the date we grant the new options or, if our common stock is not listed on the Nasdaq National Market, the exercise price of the new options will be determined as provided for in the applicable Autobytel option plan. Accordingly, we cannot predict the exercise price of the new options. BECAUSE WE WILL NOT GRANT NEW OPTIONS UNTIL AT LEAST SIX MONTHS AND ONE DAY AFTER THE DATE WE CANCEL TENDERED OPTIONS ACCEPTED FOR EXCHANGE, THE NEW OPTIONS MAY HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR CURRENT OPTIONS. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO TENDER YOUR OPTIONS. (Section 8).

WHEN WILL THE NEW OPTIONS VEST?

Each of the new options (except for certain "performance options" and non-employee director options, as described below) will have a vesting schedule as follows:

- tendered options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

- tendered options that are not vested on or before the cancellation date will be exchanged for options that vest at the rate of 50% annually on the first and second anniversary of the grant date.

Non-employee director options will have a vesting schedule as follows:

- tendered non-employee director options that are vested on or before the cancellation date will be exchanged for options that are 50% vested on the date of grant, with the remaining 50% vesting on the first anniversary of the grant date; and

- tendered non-employee director options that are not vested on or before the cancellation date will be exchanged for options that vest 100% on the first anniversary of the grant date.

"Performance options" will have a vesting schedule as follows:

- tendered performance options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date for the following two years; and

- tendered performance options that are not vested on or before the cancellation date will be exchanged for performance options that vest on the fifth anniversary from the date of grant with accelerated vesting of six equal or nearly equal installments over half-year periods from the date of the grant depending on an increase in our stock price equal to 100% over the market price on the date of grant for each installment.

In determining the initial vesting date for new options granted in exchange for tendered options that are vested employee options or performance options on or before the cancellation date (i.e., the vesting date for the initial 60% of such new options), the vesting date will be the first business day following the six month anniversary of the day after the grant date. For example, if the grant date is July 19, 2002, the first 60% of such new options would vest on January 21, 2003. (Section 8).

WILL I HAVE TO PAY TAXES IF I EXCHANGE MY OPTIONS IN THE OFFER?

United States Tax Consequences

If you exchange your current options for new options, we believe that you will not be required under current law to recognize income for U.S. federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non-taxable exchange. Further, at the date of grant of the new options, we believe that you will not be required under current law to recognize income for U.S. Federal income tax purposes. However, we recommend that you consult with your own tax advisor to determine the tax consequences of the offer. (Section 13).

Canadian Tax Consequences

The tax treatment of the exchange of existing options for new options will depend on whether the exchange is treated for purposes of the Income Tax Act (Canada) as giving rise to a taxable disposition of the options or as a tax-deferred "rollover" of the existing options for the new options.

There is the potential for an optionee to be subject to double taxation to the extent that the fair market value of the new options exceeds the fair market value of the existing options. (Section 14).

IF YOU ARE AN EMPLOYEE BASED IN CANADA, WE RECOMMEND THAT YOU CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF THE OFFER UNDER CANADIAN TAX LAW.

Swiss Tax Consequences

As a general rule, stock options in Switzerland are subject to income and social security taxation at the date of grant. Taxes already paid on the options to be cancelled may not be refunded which means that, since the grant of new options may be taxed, the option holder may effectively suffer double taxation. The income tax base will be the fair value of the option arrived at using a standard valuation method, less a discount on the underlying share for each year, with a maximum of five years, for which the disposal of the option is restricted, and less the social security contributions due upon grant, and possibly, in addition, less the fair value of the options to be cancelled. The base social security tax is calculated in the same way as the income tax base except that the social security tax itself cannot be deducted. Capital gains or losses realized by individuals upon the sale of options or shares will not be taxable, or will be tax-neutral, respectively. Individuals who engage frequently in securities trading may be deemed professional securities dealers and capital gains and losses will consequently be taxable. In order to avoid such qualification, and in addition to taking other precautions, employees or directors should not finance their purchases with debt. (Section 14).

IF MY CURRENT OPTIONS ARE INCENTIVE STOCK OPTIONS, WILL MY NEW OPTIONS BE INCENTIVE STOCK OPTIONS?

If you are a United States employee and you tender for exchange incentive stock options, the new options we grant will also be incentive stock options to the extent they qualify under Section 422 of the Internal Revenue Code and to the extent possible under applicable tax laws. For new options to qualify as incentive stock options, the value of the shares subject to options that first become exercisable by the option holder in any calendar year cannot exceed $100,000, as determined by using the exercise price of the options. To the extent the aggregate value of the shares subject to the new options exceeds the $100,000 per year limitation, the remainder of the options will be treated for tax purposes as non-statutory stock options. Also, because new grants may lump vesting so that more options vest in given years, the total number of incentive stock options may be less. Because this is a grant of a new options, the applicable holding periods for incentive stock option tax treatment will start over. If your cancelled

options are non-statutory stock options, the new options will be non-statutory stock options. For non-United States employees, the new options also will be non-statutory stock options.

In addition, if you choose not to accept the offer, it is possible that the Internal Revenue Service would decide that the right to exchange your incentive stock options under the offer is a "modification" of your incentive stock options. A successful assertion by the Internal Revenue Service that your incentive stock options are modified could extend the holding period of the incentive stock options to qualify for favorable tax treatment and cause a portion of your incentive stock options to be treated as non-qualified stock options. (Section 13).

WHAT HAPPENS TO MY OPTIONS IF I CHOOSE NOT TO TENDER ANY OPTIONS OR IF THE OPTIONS THAT I TENDER ARE NOT ACCEPTED FOR EXCHANGE?

If you choose not to tender any options or if the options that you tender are not accepted for exchange, your options will remain outstanding and retain their current exercise price and current vesting schedule.

WHEN DOES THE OFFER EXPIRE? CAN THE OFFER BE EXTENDED, AND IF SO, HOW WILL I BE NOTIFIED IF IT IS EXTENDED?

The offer expires on January 15, 2002, at 5:00 p.m., Pacific time, unless we extend it.

Although we do not currently intend to do so, we may, in our discretion, extend the offer at any time. If the offer is extended, we will make a public announcement of the extension no later than 6:00 a.m. Pacific time on the next business day following the previously scheduled expiration of the offer period. If the offer is extended, then the grant date of the new options will also be extended. (Section 15).

WHAT DO I NEED TO DO TO TENDER MY OPTIONS?

If you decide to tender your options, you must deliver, before 5:00 p.m., Pacific time, on January 15, 2002, a properly completed and duly executed letter of transmittal and any other documents required by the letter of transmittal to us at Autobytel Inc., Attention: Ariel Amir, General Counsel, 18872 MacArthur Boulevard, Irvine, California 92612, or via facsimile at (949) 862-1323. We will only accept a paper copy of your executed letter of transmittal. Delivery by e-mail will not be accepted.

If the offer is extended by us beyond January 15, 2002, you must deliver these documents before the extended expiration of the offer.

We reserve the right to reject any or all tenders of options that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we expect to accept all properly and timely tendered options which are not validly withdrawn. Subject to our rights to extend, terminate and amend the offer, we currently expect that we will accept all such properly tendered options promptly after the expiration of the offer. (Section 5).

DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY TENDERED OPTIONS?

If you decide to withdraw your tendered options, you must deliver to us before 5:00 p.m., Pacific time, on January 15, 2002 a properly completed and duly executed notice to withdraw in accordance with its instructions at Autobytel Inc., Attention: Ariel Amir, General Counsel, 18872 MacArthur Boulevard, Irvine, California 92612, or via facsimile at (949) 862-1323. If we extend the offer beyond that time, you

may withdraw your tendered options at any time until the latest time and date at which the offer, as so extended, expires. We will only accept a paper copy of your executed notice to withdraw. Delivery by e-mail will not be accepted.

Once you have withdrawn options, you may re-tender options only by again following the delivery procedures described above. (Section 4).

WHAT DO AUTOBYTEL'S MANAGEMENT AND BOARD OF DIRECTORS THINK OF THE OFFER?

Although our board of directors has approved the offer, neither we nor our board of directors makes any recommendation as to whether you should tender or refrain from tendering your options. You must make your own decision whether to tender options.

WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?

For additional information or assistance, you should contact: Autobytel Inc., Attention: Ariel Amir, General Counsel, 18872 MacArthur Boulevard., Irvine, California 92612 (telephone: (949) 225-4500; fax: (949) 862-1323; or e-mail: ariela@autobytel.com).

THE OFFER

1. NUMBER OF OPTIONS; EXPIRATION DATE.

OPTIONS SUBJECT TO THE OFFER

Upon the terms and subject to the conditions of the offer, we are offering to exchange new options to purchase common stock under the Autobytel option plans in return for all eligible outstanding options under the Autobytel option plans and the Autoweb option plans that are properly tendered and not validly withdrawn in accordance with Section 4 before the "expiration date," as defined below. Eligible outstanding options are all options that have an exercise price per share of more than $4.00. We will not accept partial tenders of options that have an exercise price per share of more than $4.00. If you wish to participate, you will be required to tender all options with an exercise price of more than $4.00. In addition, if you tender any options for exchange, you will be required to also tender for exchange all option grants that you received during the six
(6) month period prior to the commencement date of the offer and any options that we may grant to you during the offer, even if those option grants have an exercise price equal to or less than $4.00 per share. For purposes of the offer, if you held unvested options that were granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb, those options are deemed to have been granted as of August 14, 2001 and, accordingly, you will be required to tender those options for exchange if you choose to participate in the offer. If there remain unexercised options from an option grant you previously exercised in part, you may tender the remaining unexercised options if those remaining options otherwise meet all the criteria set forth above.

Example:  If you hold the options listed below                  You must tender:
          and elect to participate in the offer:

          -  30,000 options with an exercise                    -  all 55,000 options
             price of $27.00, 10,000 options with an
             exercise price of $4.50; and 15,000 options
             with an exercise price of $3.50 per share
             granted during the six (6) month period prior
             to the commencement date of the offer

          -  10,000 options with an exercise                    -  the 10,000 options with an
             price of $4.50; and 15,000                            exercise price of $4.50, but you
             options with an exercise price of                     may not tender the 15,000
             $3.50 granted PRIOR TO the six                        options with an exercise price
             (6) month period prior to the                         of $3.50 per share
             commencement date of the offer

          -  15,000 options with an exercise                    -  you are not eligible to tender
             price of $3.50 per share granted                      any options
             PRIOR TO the six (6) month period
             prior to the commencement date of
             the offer

In exchange for any options tendered by an option holder that are accepted for exchange and canceled by us, the option holder will receive a number of new options, rounded up to the nearest whole number, exercisable for a number of shares of common stock determined in accordance with the following exchange ratios:

Exercise Price of Options Tendered                            Exchange Ratio
----------------------------------                            --------------
$4.00 or less.........................................            1 for 1
$4.01 -- $10.00.......................................           .9 for 1
More than $10.00......................................           .1 for 1

We will grant the new options to you within 20 business days after the date which is at least six months after the date we cancel the options accepted by us for exchange as long as you remain an employee or director of Autobytel or one of its subsidiaries from the date you tender options through the date we grant the new options.

Example:           If  you tender:                               You will receive
                   -  20,000 options with an exercise            -  2,000 options in exchange for
                      price of $15.00;                              the 20,000 options;

                   -  15,000 options with an exercise            -  13,500 options in exchange for
                      price of $7.50; and                           the 15,000 options; and

                   -  10,000 options with an exercise            -  10,000 options in exchange for
                      price of $3.50 per share                      the 10,000 options.
                      granted during the six (6)
                      month period prior to the
                      commencement date of the offer.

If you tender options for exchange as described in the offer, we will grant you new options under one of the Autobytel option plans, pursuant to a new option agreement(s) between us and you within 20 business days after the date which is at least six months after the date we cancel the options accepted by us for exchange.

IF YOU ARE NOT AN EMPLOYEE OR DIRECTOR OF AUTOBYTEL OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE. YOU ALSO WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR YOUR TENDERED OPTIONS IF YOU ARE NOT AN EMPLOYEE FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS. This means that if you die or quit or we terminate your employment prior to the date we grant the new options for any reason, you will not receive anything for the options that you tendered and we canceled.

As of December 7, 2001, options to purchase 6,690,139 shares of common stock were outstanding under the option plans, 5,002,884 of which are eligible for exchange pursuant to the terms of the offer (including those options with an exercise price of $4.00 or less which also must be tendered pursuant to the terms of the offer). If all eligible options are tendered and cancelled, and all of the holders

of such options remain eligible to receive new options, we expect to grant options to purchase 2,922,293 shares in exchange for the tendered eligible options.

TREATMENT OF FORMER AUTOWEB OPTIONS

Options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb will be treated the same as options originally granted under the Autobytel option plans, except that Autoweb options that were UNVESTED when Autobytel assumed them as of August 14, 2001 will be deemed to have been granted as of August 14, 2001 (i.e., within the six (6) month period prior to the commencement date of the offer). Autoweb options that were VESTED as of August 14, 2001 will be deemed to have been granted on the date that the Autoweb options were originally granted.

Accordingly, options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb that have an exercise price of more than $4.00 are eligible for exchange, whether they were vested or unvested as of August 14, 2001. In addition, if you tender any options for exchange, you will be required to also tender for exchange options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb that were UNVESTED on August 14, 2001, even if those option grants have an exercise price equal to or less than $4.00 per share. Options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb that were VESTED on August 14, 2001 and that have an exercise price equal to or less than $4.00 per share are NOT eligible for exchange.

Example:        If  you hold the options listed below and elect to      You must tender:
                participate in the offer:

                -  10,000 options with an exercise price of $4.50       -  all 10,000 options with an
                   that were originally granted under one of the           exercise price of $4.50; and the
                   Autoweb option plans more than six months prior         5,000 of the options with an
                   to the commencement date of the offer, 5,000            exercise price of $3.50 that
                   of which were vested as of August 14, 2001 and          were unvested as of August 14,
                   5,000 of which were unvested as                         2001;
                   of August 14, 2001.


                   15,000 options with an exercise price of $3.50       You may not tender:
                   that were originally granted under one of the
                   Autoweb option plans more than six months prior      -  the 10,000 options with an
                   to the commencement date of the offer, 10,000           exercise price of $3.50 that
                   of which were vested as of August 14, 2001 and          were vested on August 14, 2001;
                   5,000 of which were unvested as of August 14,           and
                   2001; and

                   8,000 options with an exercise price of $2.75        -  any of the options with an
                   that were originally granted under one of the           exercise price of $2.75 per
                   Autoweb option plans more than six months prior         share.
                   to the commencement date of the offer, all of
                   which were vested as of August 14, 2001.

Under applicable accounting rules, the assumption of unvested Autoweb options are considered to be new option grants, while the assumption of vested options are not considered to be new grants. If option holders who tender their options were not required to also tender for exchange options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with the acquisition of Autoweb that were unvested on August 14, 2001, the exchange would be treated the same as a repricing. Such a repricing would cause us to incur a variable accounting charge against earnings.

EXPIRATION OF THE OFFER

The term "expiration date" means 5:00 p.m., Pacific time, on January 15, 2002, unless and until we, in our discretion, have extended the period of time during which the offer will remain open, in which event the term "expiration date" refers to the latest time and date at which the offer, as so extended, expires. See Section 15 below for a description of our rights to extend, delay, terminate and amend the offer.

For purposes of the offer, a "business day" means any day other than a Saturday, Sunday or U.S. federal holiday.

2. PURPOSE OF THE OFFER.

We issued or assumed the options outstanding under the Autobytel option plans and the Autoweb option plans for the following purposes:

- to provide our employees and directors an opportunity to acquire or increase a proprietary interest in us, thereby allowing us to attract and motivate them and creating a stronger incentive for our employees and directors to expend maximum effort for our growth and success;

- to encourage our employees to continue their employment by us and our directors to remain with us; and

- to reduce the number of options that are outstanding under the Autobytel option plans.

Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our common stock. We believe these options are unlikely to be exercised in the foreseeable future. By making the offer to exchange outstanding options for new options that will have an exercise price equal to the market value of our common stock on the grant date, we intend to provide our employees and directors with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives for employees and thereby maximize stockholder value.

Except as otherwise disclosed in this offer to exchange or in our filings with the Securities and Exchange Commission (the "SEC"), we presently have no plans or proposals that relate to or would result in:

- any material corporate transaction, such as a material merger, reorganization or liquidation, involving us or any of our subsidiaries;

- any purchase, sale or transfer of a material amount of our assets or the assets of any of our subsidiaries;

- any material change in our present dividend rate or policy, or our indebtedness or capitalization;

- any change in our present board of directors or management, including a change in the number or term of directors or to fill any existing board vacancies or to change any executive officer's material terms of employment;

- any other material change in our corporate structure or business;

- our common stock not being authorized for quotation in an automated quotation system operated by a national securities association;

- our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the United States Securities Exchange Act of 1934;

- the suspension of our obligation to file reports pursuant to Section 15(d) of the United States Securities Exchange Act of 1934;

- the acquisition by any person of any material amount of our securities or the disposition of any material amount of our securities; or

- any change in our certificate of incorporation or bylaws, or any actions which may impede the acquisition of control of us by any person.

NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER YOUR OPTIONS, NOR HAVE WE AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. NOTE THAT THE NEW OPTIONS MAY HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR CURRENT OPTIONS. YOU ARE URGED TO EVALUATE CAREFULLY ALL OF THE INFORMATION IN THIS OFFER TO EXCHANGE AND TO CONSULT YOUR OWN INVESTMENT AND TAX ADVISORS.

You must make your own decision whether to tender your options for exchange.

3. PROCEDURES FOR TENDERING OPTIONS.

PROPER TENDER OF OPTIONS

To validly tender your options pursuant to the offer, you must, in accordance with the terms of the letter of transmittal, properly complete, duly execute and deliver to us before the expiration date the letter of transmittal, or a fax thereof, along with any other required documents. We will only accept a properly executed paper copy or a fax copy of your letter of transmittal and any other required documents. We will not accept delivery by e-mail. We must receive all of the required documents at Autobytel Inc., Attention: Ariel Amir, General Counsel, 18872 MacArthur Boulevard, Irvine, California 92612 or via facsimile at
(949) 862-1323, before the expiration date.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING LETTERS OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING OPTION HOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. YOUR OPTIONS WILL NOT BE CONSIDERED TENDERED UNTIL WE RECEIVE THE REQUIRED DOCUMENTATION. WE WILL NOT ACCEPT DELIVERY BY E-MAIL.

DETERMINATION OF VALIDITY; REJECTION OF OPTIONS; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS

We will determine, in our discretion, all questions as to form of documents and the validity, form, eligibility, including time of receipt, and acceptance of any tender of options. Our determination of these matters will be final and binding on all parties. We may reject any or all tenders of options that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we expect to accept all properly and timely tendered options which are not validly withdrawn. We may also waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular options or any particular option holder. No tender of options will be deemed to have been properly made until all defects or irregularities have been cured by the tendering option holder or waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities in tenders, and no one will be liable for failing to give notice of any defects or irregularities.

OUR ACCEPTANCE CONSTITUTES AN AGREEMENT.

Your tender of options pursuant to the procedures described above constitutes your acceptance of the terms and conditions of the offer. OUR ACCEPTANCE FOR EXCHANGE OF YOUR OPTIONS TENDERED BY YOU PURSUANT TO THE OFFER WILL CONSTITUTE A BINDING AGREEMENT BETWEEN US AND YOU UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER.

Subject to our rights to extend, terminate and amend the offer, we currently expect that we will accept promptly after the expiration of the offer all properly tendered options that have not been validly withdrawn.

4. WITHDRAWAL RIGHTS.

RIGHT TO WITHDRAW

You may only withdraw your tendered options in accordance with the provisions of this Section 4.

You may withdraw your tendered options at any time before the expiration date. If the offer is extended by us beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offer. In addition, unless we accept your tendered options for exchange before 9:00 p.m., Pacific time, on February 12, 2002, you may withdraw your tendered options at any time after such date.

If you wish to withdraw your tendered options, you must withdraw all of your tendered options. If you attempt to withdraw a portion of your tendered options, your entire tender will be rejected.

WITHDRAWAL PROCEDURES

To validly withdraw tendered options, you must in accordance with the terms of the notice to withdraw, properly complete, duly execute and deliver to us at the address set forth in Section 3 before the expiration date the notice to withdraw, or a fax thereof, with the required information. The notice to withdraw must specify the name of the option holder who tendered the options to be withdrawn. Except as described in the following sentence, the notice of withdrawal must be executed by the option holder who tendered the options to be withdrawn exactly as such option holder's name appears on the option agreement or agreements evidencing such options. If the signature is by a trustee, executor, administrator, guardian, attorney-in- fact, officer of a corporation or another person acting in a fiduciary

or representative capacity, the signer's full title and proper evidence of the authority of such person to act in such capacity must be indicated on the notice of withdrawal.

RESCISSION OF WITHDRAWAL

You may not rescind any withdrawal, and the options you withdraw will thereafter be deemed not properly tendered for purposes of the offer, unless you properly re-tender those options before the expiration date by following the procedures described in Section 3.

DETERMINATION OF VALIDITY

Neither we nor any other person is obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will anyone incur any liability for failure to give any such notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal. Our determination of these matters will be final and binding.

5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF NEW OPTIONS.

ACCEPTANCE OF TENDERED OPTIONS

Upon the terms and subject to the conditions of the offer and as promptly as practicable following the expiration date, we expect to accept for exchange and cancel all options properly tendered and not validly withdrawn before the expiration date. For example, unless we extend the offer, we expect to cancel on January 16, 2002 options accepted for exchange on or before January 15, 2002. If the offer is extended, then the cancellation date of the options properly tendered for exchange will also be extended.

For purposes of the offer, we will be deemed to have accepted for exchange options that are validly tendered and not properly withdrawn, if and when we give oral or written notice to the option holders of our acceptance for exchange of such options, which may be by press release. Subject to our rights to extend, terminate and amend the offer, we currently expect that we will accept promptly after the expiration of the offer all properly tendered options that are not validly withdrawn. Promptly after we accept tendered options for exchange, we will send each tendering option holder a letter indicating the number of shares subject to the options that we have accepted for exchange, the corresponding number of shares that will be subject to the new options and the expected grant date of the new options.

GRANT OF REPLACEMENT OPTIONS

We will grant the new options to you within 20 business days after the date which is at least six months after the date we cancel the options accepted by us for exchange. For example, if we cancel options on January 16, 2002 accepted for exchange on or before January 15, 2002, you will be granted new options no sooner than July 18, 2002. If the offer is extended, then the grant date of the new options will also be extended.

ELIGIBILITY TO RECEIVE OPTIONS ON GRANT DATE

PLEASE NOTE, HOWEVER, THAT IF YOU ARE NOT AN EMPLOYEE OR DIRECTOR OF AUTOBYTEL INC. OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE AND CANCELLED. YOU ALSO WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR SUCH TENDERED OPTIONS IF YOU ARE NOT AN EMPLOYEE OR DIRECTOR FROM THE DATE YOU TENDERED SUCH OPTIONS THROUGH THE

DATE WE GRANT THE NEW OPTIONS. Certain employee leaves of absence that are approved by us in advance will not be deemed to constitute non-employment.

EFFECT OF MERGER OR SIMILAR TRANSACTION

While we currently have no plans to enter into any such transaction, it is possible that prior to the new option grants we might enter into an agreement for a merger or other similar transaction. These types of transactions could have substantial effects on our stock price, including substantial stock price appreciation.

We reserve the right, in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our board of directors believes is in the best interest of our company and our stockholders. This could include terminating your right to receive new options under the offer. If we were to terminate your right to receive new options under the offer in connection with such transaction, employees who tendered options for exchange pursuant to the offer and whose options were cancelled would not receive new options to purchase our stock, or securities of the acquirer or any other consideration for their tendered and cancelled options.

ADDITIONAL OPTION GRANTS

While we intend to continue to review the option grants of all employees from time to time as part of our normal compensation program, if we accept and cancel the options you tender in connection with the offer, we do not intend to grant to you any options during the period of time from the expiration date until a date that is at least six months and one day after the date that we cancel tendered options pursuant to the offer. We have determined that it is necessary for us not to grant any additional options during such period to employees or directors who tender their options in the offer to avoid incurring compensation expense against our earnings because of accounting rules that would apply to these interim option grants as a result of the offer. We may grant additional options to some of our employees and directors during the offer. If you are granted options during the time that the offer is open and you wish to participate in the offer, you will be required to tender any options that you receive during the offer, even if the exercise price of those options is $4.00 or less.

6. CONDITIONS OF THE OFFER.

We will not be required to accept any options tendered for exchange, and we may terminate or amend the offer, or postpone our acceptance and cancellation of any options tendered for exchange, in each case, subject to Rule 13e-4(f)(5) under the United States Securities Exchange Act of 1934, as amended, if at any time on or after December 14, 2001, and before the expiration date, we determine that any of the following events has occurred and, in our reasonable judgment the occurrence of the event makes it inadvisable for us to proceed with the offer or to accept and cancel options tendered for exchange:

- any threatened, instituted or pending action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of the offer, the acquisition of some or all of the tendered options pursuant to the offer, the issuance of new options, or otherwise relates in any manner to the offer or that, in our reasonable judgment, could materially and adversely affect the business, condition (financial or other), income, operations or prospects of Autobytel or our subsidiaries, or otherwise materially impair in any way the contemplated future conduct of

our business or the business of any of our subsidiaries or materially impair the benefits that we believe we will receive from the offer;

- any action is threatened, pending or taken, or any approval is withheld, or any statute, rule, regulation, judgment, order or injunction is threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly:

- make the acceptance for exchange of, or issuance of new options for, some or all of the tendered options illegal or otherwise restrict or prohibit consummation of the offer or otherwise relates in any manner to the offer;

- delay or restrict our ability, or render us unable, to accept for exchange, or issue new options for, some or all of the tendered options;

- materially impair the benefits that we believe we will receive from the offer; or

- materially and adversely affect the business, condition (financial or other), income, operations or prospects of Autobytel or our subsidiaries, or otherwise materially impair in any way the contemplated future conduct of our business or the business of any of our subsidiaries;

- any change in generally accepted accounting principles that could or would require us for financial reporting purposes to record compensation expense against our earnings in connection with the offer;

- a tender or exchange offer with respect to some or all of our common stock, or a merger or acquisition proposal for us, is proposed, announced or made by another person or entity or is publicly disclosed; or

- any change or changes occurs in our business, condition (financial or other), assets, income, operations, prospects or stock ownership or in that of our subsidiaries that, in our reasonable judgment, is or may be material to us or our subsidiaries or materially impairs or may materially impair the benefits that we believe we will receive from the offer.

The conditions to the offer are for our benefit. We may assert them in our discretion regardless of the circumstances giving rise to them prior to the expiration date. We may waive them, in whole or in part, at any time and from time to time prior to the expiration date, in our discretion, whether or not we waive any other condition to the offer. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights. The waiver of any of these rights with respect to particular facts and circumstances is not a waiver with respect to any other facts and circumstances. Any determination we make concerning the events described in this Section 6 will be final and binding upon everyone.

In addition, our obligation to grant new options is subject to your continued eligibility to receive option grants as well as the effect of a merger or other transaction, as discussed in Section 5.

YEAR                                                              HIGH               LOW
----                                                              ----               ---
1999
First Quarter (from March 26, 1999)(1).....................      $58.00            $33.13
Second Quarter.............................................      $44.00            $14.13
Third Quarter..............................................      $24.38            $11.13
Fourth Quarter.............................................      $20.38            $11.50

2000

First Quarter..............................................      $18.00            $ 7.69
Second Quarter.............................................      $ 9.56            $ 4.00
Third Quarter..............................................      $ 7.00            $ 3.94
Fourth Quarter.............................................      $ 6.81            $ 1.63

2001

First Quarter..............................................      $ 3.16            $ 1.50
Second Quarter.............................................      $ 1.75            $ 1.13
Third Quarter..............................................      $ 1.67            $ 0.70
Fourth Quarter (through December 7, 2001)..................      $ 1.60            $ 0.78

Note:

(1) Our common stock commenced trading on the Nasdaq National Market on March 26, 1999.

As of December 7, 2001, there were 30,969,381 shares of our common stock issued and outstanding. On December 7, 2001, the closing sales price of our common stock on the Nasdaq National Market was $1.50.

WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON

STOCK BEFORE DECIDING WHETHER TO TENDER YOUR OPTIONS.

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS.

CONSIDERATION

We will issue new options to purchase common stock under the Autobytel option plans in exchange for outstanding eligible options properly tendered and accepted for exchange by us.

In exchange for any options tendered by an option holder that are accepted for exchange and canceled by us, the option holder will receive a number of new options exercisable for a number of shares of common stock determined in accordance with the following exchange ratio, rounded up to the nearest whole number:

Exercise Price of Options Tendered                                             Exchange Ratio
----------------------------------                                             --------------
$4.00 or less..........................................................            1 for 1
$4.01 -- $10.00........................................................           .9 for 1
More than $10.00.......................................................           .1 for 1

These exchange ratios are subject to adjustments for any stock splits, stock dividends and similar events. If we receive and accept tenders of all outstanding eligible options, and all tendering option holders are eligible to receive new options on the date that the new options are granted, we expect to grant new options to purchase a total of 2,922,293 shares of our common stock.

TERMS OF NEW OPTIONS

The new options will be issued under one of the Autobytel option plans pursuant to new option agreements between us and each option holder who has validly tendered options in the offer. We advise you to review the terms and conditions of the various Autobytel option plans, referenced as Exhibits (d)(1) through (d)(12) to the Schedule TO we filed with the U.S. Securities and Exchange Commission (the "SEC") on December 14, 2001. Most of the new option agreements will be substantially the same as the respective form option agreements attached as Exhibits (d)(13) through (d)(19) to the Schedule TO we filed on December 14, 2001. However, some of the provisions of the new options to be issued to some of our option holders will be different from the form of option agreements attached to the Schedule TO to the extent necessary to provide such option holders the same rights with respect to acceleration of vesting, termination or forfeiture as they had under the old options. In addition, we may alter some of the terms of the new options to reflect any changes to tax, securities or other applicable laws or regulations that may take effect.

Options Other Than Non-Employee Director Options or Performance Options. Each of the new options (except for certain "performance options" and non-employee director options, which are described below) will have the following features:

- The exercise price of the new options will be equal to the closing sales price of our common stock on the Nasdaq National Market on the date of grant or, if our common stock is not listed on the Nasdaq National Market, the exercise price of the new options will be determined as provided for in the applicable Autobytel option plan.

- Each of the new options will have a vesting schedule as follows:

- tendered options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

- tendered options that are not vested on or before the cancellation date will be exchanged for options that vest at the rate of 50% annually on the first and second anniversary of the grant date.

EXAMPLE:

If you tender:                             Assuming a grant date of July 19, 2002, your new
                                           options will vest:(1)

-  20,000 options with an exercise         -  5,400 vest on January 21, 2003;
   price of $5.00 per share, of which
   10,000 are currently  vested and           6,300 will vest on July 19, 2003; and
   10,000 are unvested
                                              6,300 will vest on July 19, 2004.

-  15,000 options with an exercise         -  8,100 vest on January 21, 2003;
   price of $5.00 per share, all of
   which are fully vested                     2,700 will vest on July 19, 2003; and

                                              2,700 will vest on July 19, 2004.

-  20,000 options with an exercise         -  9,000 will vest on July 19, 2003; and
   price of $5.00 per share, none
   of which are vested                     -  9,000 will vest on July 19, 2004.

(1) Note that the number of new options reflects the exchange ratio of .9 for 1.

- New options granted in exchange for incentive stock options will be incentive stock options to the extent possible subject to applicable tax laws. New options granted in exchange for non-qualified stock options will be non-qualified stock options. You should refer to Sections 13 and 14 for a discussion of the U.S. federal income tax and foreign tax consequences of accepting or rejecting the new options under the offer to exchange. Whether you are an employee or director based inside or outside of the United States, we recommend that you consult with your own tax advisor to determine the tax consequences of this transaction under the laws of the country in which you live and work.

- The issuance of new options under the offer will not create any contractual or other right of the recipients to receive any future grants of stock options or benefits in lieu of stock options or any right of continued employment.

- The term of the old options will not carry over to the new options. Instead, the term of the new options will be as follows:

- for new options granted to replace old options with a term of ten years, the term of the new option will be ten years from the new grant date; and

- for new options granted to replace old options with a term of five years, the term of the new option will be five years from the new grant date.

- The other terms and conditions of the new options will be substantially the same as the terms and conditions set forth in the option agreements relating to the old options that you tendered for exchange, including, if applicable to you, provisions relating to the events or occurrences that may trigger the acceleration, termination or forfeiture of options. However, we may alter some of the terms of the new options to reflect any changes to tax, securities or other applicable laws or regulations that may take effect.

Non-employee Director Options. Except for the vesting provisions described below, the terms of new options issued to non-employee directors will be substantially the same as the terms of the other new options granted pursuant to the offer as discussed above.

If non-employee director options are tendered for exchange, we will grant the holder of such options new options with the following vesting schedule:

- tendered non-employee director options that are vested on or before the cancellation date will be exchanged for options that are 50% vested on the date of grant, with the remaining 50% vesting on the first anniversary of the grant date; and

- tendered non-employee director options that are not vested on or before the cancellation date will be exchanged for options that vest 100% on the first anniversary of the grant date.

Performance Options. Certain Autobytel employees have received grants of "performance options." The existing performance options vest on either the fifth or seventh anniversary of the grant date unless accelerated upon the earlier accomplishment of stock price goals. Except for the vesting provisions described below, the terms of new "performance options" will be substantially the same as the terms of the other new options granted pursuant to the offer as discussed above. If such options are tendered for exchange, we will grant the holder new options with the following vesting schedule:

- tendered performance options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

- tendered performance options not vested on or before the cancellation date will be exchanged for options which shall vest fully on the fifth anniversary of the date of grant, subject to the option holder's continued employment as an executive of Autobytel; provided however that the vesting of the performance options shall accelerate in six equal or nearly equal installments, as follows:

- the first installment will vest upon the six month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the average trading price of our common stock for the ten trading days (the "Average Trading Price") preceding any such anniversary date exceeds the exercise price of the new options by at least 100%;

- the second installment will vest upon the twelve month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the Average Trading Price preceding any such anniversary date exceeds the exercise price of the new options by at least 200%;

- the third installment will vest upon the eighteen month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the Average Trading Price preceding any such anniversary date exceeds the exercise price of the new options by at least 300%;

- the fourth installment will vest upon the twenty-four month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the Average Trading Price preceding any such anniversary date exceeds the exercise price of the new options by at least 400%;

- the fifth installment will vest upon the thirty month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the Average Trading Price preceding any such anniversary date exceeds the exercise price of the new options by at least 500%; and

- the sixth installment will vest upon the thirty-six month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the Average Trading Price preceding any such anniversary date exceeds the exercise price of the new options by at least 600%.

TERMS OF THE AUTOBYTEL OPTION PLANS

The following description summarizes the material terms of the Autobytel option plans.

1996 Stock Incentive Plan. The 1996 Incentive Plan provides for the granting to employees of incentive stock options, and for the granting to employees, directors and consultants of nonstatutory stock options and stock purchase rights. Autobytel has reserved a total of 833,333 shares of common stock for issuance under the 1996 Incentive Plan. The exercise price of stock options granted under the 1996 Incentive Plan cannot be lower than the fair market value of the common stock, as determined by the board of directors, on the date of grant. With respect to any participants who, at the time of grant, own stock possessing more than 10% of the voting power of all classes of stock of Autobytel, the exercise price of any incentive stock options granted to such person must be at least 110% of the fair market value on the grant date, and the maximum term of such options is five years. The term of all other options granted under the 1996 Incentive Plan may be up to ten years. Stock options granted under the 1996 Incentive Plan vest according to vesting schedules determined by the board of directors or a committee of the board. The 1996 Incentive Plan provides that, in the event of any merger, consolidation, or sale or transfer of all or any part of Autobytel's business or assets, all rights of the optionee with respect to the unexercised portion of any option will become immediately vested and may be exercised immediately, except to the extent that any agreement or undertaking of any party to any such merger, consolidation, or sale or transfer of assets makes specific provisions for the assumption of the obligations of Autobytel with respect to the 1996 Incentive Plan.

1998 Stock Option Plan. Autobytel has reserved 1,500,000 shares of common stock under the 1998 Plan. The 1998 Plan provides for the granting to employees of incentive stock options, and for the granting to employees of nonstatutory stock options. The exercise price of non-statutory options granted under the 1998 Plan cannot be lower than 85% of the fair market value of the common stock on the date of grant. The exercise price of all incentive stock options granted cannot be lower than the fair market value on the grant date. With respect to any participants who beneficially own more than 10% of the voting power of all classes of stock of Autobytel, the exercise price of any incentive stock option granted to such person must be at least 110% of the fair market value on the grant date, and the maximum term of such option is five years. The term of all other options granted under the 1998 Plan may be up to ten years. Under the 1998 Plan, certain performance stock options vest over a time period determined by the

board of directors or a committee of the Board, however, the vesting could be accelerated based on the performance of Autobytel's common stock. The 1998 Plan provides that, unless otherwise provided in the stock option agreement, in the event of any merger, consolidation, or sale or transfer of all or any part of Autobytel's business or assets, all rights of the optionee with respect to the unexercised portion of any option will become immediately vested and may be exercised immediately, except to the extent that any agreement or undertaking of any party to any such merger, consolidation, or sale or transfer of assets makes specific provisions for the assumption of the obligations of Autobytel with respect to the 1998 Plan.

1999 Stock Option Plan. Autobytel has reserved 1,800,000 shares under the 1999 Plan. The 1999 Plan provides for the granting of stock options to key employees of Autobytel. Under the 1999 Plan, not more than 1,000,000 shares may be issued pursuant to options granted after March 31, 1999. The 1999 Plan provides for an automatic grant of an option to purchase 20,000 shares of common stock to each non-employee director on the date on which the person first becomes a non-employee director. In each successive year, the non-employee director will automatically be granted an option to purchase 5,000 shares on November 1 of each subsequent year provided the non-employee director has served on the board of directors for at least six months. Each option will have a term of ten years and will be granted at the fair market value of Autobytel's common stock on the date of grant. The options vest in their entirety and become exercisable on the first anniversary of the grant date, provided that the optionee continues to serve as a director on such date. The 1999 Plan is similar in all other material respects to the 1998 Plan.

1999 Employee and Acquisition Related Stock Option Plan. Autobytel has reserved a total of 1,500,000 shares of common stock for issuance under 1999 Acquisition Plan. The 1999 Acquisition Plan provides for the granting to employees and acquired employees of incentive stock options, and for the granting to employees, acquired employees and service providers of nonstatutory stock options. The exercise price of incentive stock options granted cannot be lower than the fair market value on the date of grant and the exercise price of nonstatutory stock options can not be less than 85% of the fair market value of the common stock on the date of grant. The exercise price of incentive stock options granted to individuals beneficially owning more than 10% of the voting power of all classes of Autobytel stock must be at least 110% of the fair market value on the grant date and have a maximum term of five years. The term of all other options granted under the 1999 Acquisition Plan may be up to ten years. Stock options granted under the 1999 Acquisition Plan vest according to vesting schedules determined by the board of directors. The 1999 Acquisition Plan is similar in all other material respects to the 1999 Plan.

2000 Stock Option Plan. The 2000 Plan provides for the granting of both incentive stock options and nonqualified stock options to eligible employees, consultants and outside directors of Autobytel. Autobytel has reserved 3,000,000 shares under the 2000 Plan. The 2000 Plan is similar in all other material respects to the 1999 Plan, except that the 2000 Plan provides that non-employee directors are eligible to receive discretionary stock option grants in addition to automatic grants.

The foregoing description of the Autobytel option plans is only a summary, and may not be complete. For complete information please refer to the copies of the Autobytel option plans and the forms of new option agreements that have been filed with the SEC as exhibits to the Tender Offer Statement on Schedule TO. You may also contact us at Autobytel Inc., Attention: Ariel Amir, General Counsel, 18872 MacArthur Boulevard, Irvine, California 92612 (telephone: (949) 225-4500, fax: (949) 862-1323 or e-mail: ariela@autobytel.com) to request copies of the Autobytel option plans or the forms of the new option agreements, which will be provided at our expense.

9. INFORMATION CONCERNING AUTOBYTEL INC.

Autobytel is an internationally branded diversified online automotive marketing and information company. Through its Web sites, Autobytel.com, Autoweb.com, CarSmart.com and Autosite.com, consumers can research pricing, specifications and other information regarding new and used vehicles and can purchase, finance, lease, sell or maintain their vehicles. In addition, Autobytel's data and technology division, AIC (Automotive Information Center) provides data and technology services to major consumer portals such as AOL, Lycos and MSN as well as to the majority of automobile manufacturers including BMW, DaimlerChrysler, Ford, General Motors, Honda and Toyota. Autobytel's mission is to provide marketing, data, technology and management services to benefit every manufacturer, distributor and dealership.

Financial Information. The following table sets forth our selected consolidated financial operating data. The selected historical statement of operations data for the years ended December 31, 1999 and 2000 and the selected historical balance sheet data as of December 31, 1999 and 2000 have been derived from the consolidated financial statements included in our Annual Report for the fiscal year ended December 31, 2000, filed with the SEC on Form 10-K on March 29, 2001, that have been audited by Arthur Andersen LLP, independent auditors. The selected historical statement of operations data for the nine months ended September 30, 2000 and 2001 and the historical balance sheet data as of September 30, 2001 have been derived from the unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2001, filed with the SEC on November 14, 2001. The selected pro forma statement of operations data have been derived from the unaudited pro forma consolidated financial statements included in our registration statement on Form S-4 filed with the SEC on May 11, 2001, as amended The information presented below should be read together with the complete financial statements and notes thereto as well as the section of those reports and the registration statement entitled Management's Discussion and Analysis of Financial Condition and Results of Operations. We have presented the following data in thousands, except per share data.

                                                              YEAR ENDED
                                                             DECEMBER 31,           PRO FORMA(1)
                                                     --------------------------     -----------
                                                                                     YEAR ENDED
                                                                                    DECEMBER 31,
                                                        2000            1999           2000
                                                     ---------       ---------      ------------
                                                                                     (unaudited)
STATEMENT OF OPERATIONS DATA:

Revenues ......................................      $  66,532       $  40,298       $ 118,812
Operating Expenses

     Sales and marketing ......................         65,266          44,176         125,556
     Product and technology development .......         22,847          14,262          29,909
     General and administrative ...............         13,797           8,595          26,785
     Goodwill impairment ......................             --              --              --
     Restructuring costs ......................             --              --              --
                                                     ---------       ---------       ---------
         Total operating expenses .............        101,910          67,033         182,250
                                                     ---------       ---------       ---------
     Loss from operations .....................        (35,378)        (26,735)        (63,438)
Other income, net .............................          6,017           3,468           4,510
                                                     ---------       ---------       ---------
     Loss before minority interest and
         provision for income taxes ...........        (29,361)        (23,267)        (58,928)
Minority interest .............................            369              --             369
                                                     ---------       ---------       ---------
     Loss before provision for income taxes ...        (28,992)        (23,267)        (58,559)

Provision for income taxes ....................             42              53              42
                                                     ---------       ---------       ---------
     Net loss .................................      $ (29,034)      $ (23,320)      $ (58,601)
                                                     =========       =========       =========
Basic and diluted net loss per share ..........      $   (1.45)      $   (1.48)      $   (1.92)
                                                     =========       =========       =========
Shares used in computing basic and
     diluted net loss per share ...............         20,047          15,766          30,538
                                                     =========       =========       =========

                                                       THREE MONTHS ENDED               NINE MONTHS ENDED
                                                          SEPTEMBER 30,                   SEPTEMBER 30,
                                                    -------------------------       -------------------------


                                                      2001(2)          2000           2001(2)         2000
                                                    ---------       ---------       ---------       ---------
                                                    (unaudited)    (unaudited)     (unaudited)     (unaudited)
STATEMENT OF OPERATIONS DATA:

Revenues ......................................     $  18,182       $  17,539       $  50,563       $  49,723
Operating Expenses

     Sales and marketing ......................        11,968          15,504          38,147          50,371
     Product and technology development .......         5,567           6,197          14,169          18,059
     General and administrative ...............         3,345           3,578          10,965           9,971
     Goodwill impairment ......................            --              --          21,614              --
     Restructuring costs ......................         1,254              --          14,317              --
                                                    ---------       ---------       ---------       ---------
         Total operating expenses .............        22,134          25,279          99,212          78,401
                                                    ---------       ---------       ---------       ---------
     Loss from operations .....................        (3,952)         (7,740)        (48,649)        (28,678)
Other income, net .............................           684            (178)          2,715           2,939
                                                    ---------       ---------       ---------       ---------
     Loss before minority interest and
         provision for income taxes ...........        (3,268)         (7,918)        (45,934)        (25,739)
Minority interest .............................            31              --           2,008              --
                                                    ---------       ---------       ---------       ---------
     Loss before provision for income taxes ...        (3,237)         (7,918)        (43,926)        (25,739)

Provision for income taxes ....................             1               1              29              42
                                                    ---------       ---------       ---------       ---------
     Net loss .................................     $  (3,238)      $  (7,919)      $ (43,955)      $ (25,781)
                                                    =========       =========       =========       =========
Basic and diluted net loss per share ..........     $   (0.13)      $   (0.39)      $   (1.98)      $   (1.29)
                                                    =========       =========       =========       =========
Shares used in computing basic and
     diluted net loss per share ...............        25,796          20,331          22,192          19,950
                                                    =========       =========       =========       =========

                                               DECEMBER 31,
                                         -------------------------      SEPTEMBER 30,
                                            2000            1999            2001
                                         ---------       ---------       ---------
                                                                        (unaudited)
BALANCE SHEET DATA:
Cash and cash equivalents .........      $  81,945       $  85,457       $  69,583
Working capital ...................         68,447          74,756          49,543
Total assets ......................        124,309          94,872         103,961
Accumulated deficit ...............        (95,627)        (66,593)       (139,582)
Shareholders' equity ..............         91,806          76,706         (61,935)

(1) Represents the combined audited statement of operations of Autobytel for the year ended December 31, 2000 and the audited statement of operations of Autoweb for the year ended December 31, 2000, as adjusted by pro forma adjustments for the acquisition of Autoweb by Autobytel to reflect:

- A decrease of $7.0 million in the amortization of goodwill and other intangible assets relating to the elimination of Autoweb's pre-existing goodwill and other intangible assets,

- An increase of $62,000 in depreciation of fixed assets acquired and,

- A decrease of $1.9 million in the depreciation of fixed assets resulting from an adjustment to the estimated fair market value.

In addition, pro forma net loss per common share has been adjusted to reflect the issuance of additional shares of Autobytel common stock in the merger based on Autobytel's weighted average shares outstanding for the period presented and an exchange ratio of 1 to 0.3553. Because the effect of stock options would be antidilutive, dilutive per share amounts on a pro forma basis are the same as basic per share amounts.

(2) Represents the actual combined statement of operations for the periods presented, giving effect to the acquisition of Autoweb by Autobytel.

The book value per share of our common stock as of September 30, 2001 (the date of our most recent balance sheet presented) was $2.21.

Additional information about Autobytel is available from the documents described in Section 17. The following financial statements are incorporated herein by reference: (i) the audited consolidated financial statements included in our Annual Report for the fiscal year ended December 31, 2000, filed with the SEC on Form 10-K on March 29, 2001; (ii) the unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2001, filed with the SEC on November 14, 2001; and (iii) the unaudited pro forma consolidated financial statements included in our registration statement on Form S-4 filed with the SEC on May 11, 2001, as amended. See Section 17 "Additional Information", for instructions on how you can obtain complete copies of our SEC reports that contain the audited and unaudited financial statements referenced above. We urge you to read the complete SEC reports that contain the financial statements we have summarized above before deciding whether to tender your options.

10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OPTIONS.

The following table lists the name and title of our directors and executive officers and sets forth as of December 7, 2001 the number of outstanding options under the option plans that are eligible to be exchanged pursuant to the terms of the offer.

                                                                                             PERCENT OF
                                                                    NUMBER OF OPTIONS       TOTAL OPTIONS
                                                                     ELIGIBLE TO BE          ELIGIBLE TO
         NAME(1)                           TITLE                       TENDERED(2)           BE TENDERED

--------------------------- ------------------------------------- ---------------------- --------------------
Jeffrey A. Schwartz         Chief Executive Officer, President.          629,940                  13%
                            Vice Chairman of the Board and
                            Director

Ariel Amir                  Executive Vice President, General            460,000                   9%
                            Counsel and Secretary

Dennis Benner               Executive Vice President, Corporate          400,000                   8%
                            Development

Hoshi Printer               Executive Vice President and Chief                --                   --
                            Financial Officer

Andrew Donchak              Senior Vice President and Chief              150,000                   3%
                            Marketing Officer

John Honiotes               Vice President, Sales                             --                   --

Michael J. Fuchs            Chairman of the Board and Director            60,087                   1%

Jeffrey H. Coats            Director                                      55,000                   1%

Robert S. Grimes            Director                                     280,470                   6%

Mark N. Kaplan              Director                                      55,308                   1%

Kenneth J. Orton            Director                                      55,308                   1%

Richard A. Post             Director                                      55,000                   1%

Peter Titz                  Director                                      55,000                   1%

Mark R. Ross                Director                                          --                   --

(1) The address of each director and executive officer is: c/o Autobytel Inc., 18872 MacArthur Boulevard, Irvine, California 92612.

(2) Represents (i) outstanding options with an exercise price of more than $4.00; and (ii) outstanding options granted within six months of the commencement date of the offer.

As of December 7, 2001, our executive officers and directors as a group beneficially owned options to purchase a total of 2,641,907 shares of our common stock, which represented approximately 39% of the shares subject to all options outstanding under the Autoweb option plans and the Autobytel option plans. Of the options held by our directors and executive officers, 1,175,236 options were vested and 1,466,671 options were unvested as of December 7, 2001. Our directors and executive officers are eligible to participate in the offer to exchange.

On November 1, 2001, the following non-employee directors were automatically granted options to purchase 5,000 shares of our common stock pursuant to the 1999 Plan: Michael J. Fuchs, Jeffrey H. Coats, Robert S. Grimes, Mark N. Kaplan, Kenneth J. Orton, Richard A. Post, and Peter Titz. On or before November 1, 2001, each of these non-employee directors declined to accept these automatic option grants.

Except as described in the preceding paragraph and for ordinary course grants of stock options to employees who are not executive officers or directors, there have been no transactions in options to purchase our common stock or in our common stock which were effected during the past 60 days by Autobytel or, to our knowledge, by any executive officer, director, affiliate or subsidiary of Autobytel.

11. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER; ACCOUNTING CONSEQUENCES OF THE OFFER.

Options we acquire pursuant to the offer will be canceled, and with respect to cancelled options that were issued pursuant to the Autobytel option plans, the common stock subject to those options will be returned to the pool of shares available for grants of new options under the applicable Autobytel option plan and for issuance upon the exercise of new options. Options that were granted under the Autoweb option plans that are properly tendered will be cancelled. New options granted in exchange for such options will be granted pursuant to the Autobytel option plans. No new options will be granted under the Autoweb option plans. To the extent such shares are not fully reserved for issuance upon exercise of the new options to be granted in connection with the offer, the shares will be available for future awards to employees and other eligible plan participants without further stockholder action, except as required by applicable law or the rules of the Nasdaq National Market or any other securities quotation system or any stock exchange on which our common stock is then quoted or listed.

Recently, the Financial Accounting Standards Board adopted rules that have accounting consequences for companies that reprice options. If we were to reprice our options, we could be required to record compensation expense which would reduce our earnings. The amount of this expense would be measured by the future appreciation in the market value of our common stock.

We believe that we will not incur any compensation expense from the issuance of new options as a result of the fact that we will not grant any new options to a participant whose eligible options have been cancelled in accordance with the offer until the grant date which shall be within 20 business days after the date which is at least six months after the cancellation date.

If we were to grant any options within six months after the cancellation date to any participating optionholder whose options have been accepted and cancelled, our grant of those options to the participating optionholder would be treated for financial reporting purposes as a variable award. In this event, we would be required to record as compensation expense the amount by which the market value of the shares subject to the newly granted options exceeds the exercise price of those shares. This compensation expense would accrue as a charge to our quarterly earnings over the period that the newly granted options are outstanding. We would have to adjust this compensation expense on a quarterly basis during the term of the options based on increases or decreases in the market value of the shares subject to the newly granted options.

We have determined that we will incur compensation expense against our earnings if we grant any options to a tendering option holder during the six-month period following the cancellation of tendered options pursuant to the offer. As a result, we will not grant any new options to a tendering option holder until at least six months and one day after the date that we cancel the tendered options.

12. LEGAL MATTERS; REGULATORY APPROVALS.

We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by our exchange of options and issuance of new options as contemplated by the offer, or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of our options as contemplated herein. Should any such approval or other action be required, we presently contemplate that we will seek such approval or take such other action. We are unable to predict whether we may determine that we are required to delay the acceptance of options for exchange pending the outcome of any such matter. We cannot assure you that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to our business. Our obligation under the offer to accept tendered options for exchange and, accordingly, to issue new options for tendered options, is subject to conditions, including the conditions described in Section 6.

13. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.

The following is a general summary of the material U.S. federal income tax consequences of the exchange of options pursuant to the offer. This discussion is based on the Internal Revenue Code, its legislative history, Treasury Regulations and administrative and judicial interpretations as of the date of the offer, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders.

We believe that if you exchange outstanding incentive or non-qualified stock options for new options, you will not be required to recognize income for U.S. federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non-taxable exchange. At the date of grant of the new options, you will not be required to recognize additional income for U.S. federal income tax purposes. The grant of options is not recognized as taxable income.

U.S. FEDERAL INCOME TAX CONSEQUENCES FOR OUTSTANDING INCENTIVE STOCK

OPTIONS

We believe that you will not be subject to any current income tax if you elect to exchange your incentive stock options in exchange for new options.

Under current law, you should not have realized taxable income when the incentive stock options were granted to you under the Autobytel option plans or the Autoweb option plans. In addition, you generally will not realize taxable income when you exercise an incentive stock option. However, your alternative minimum taxable income will be increased by the amount that the aggregate fair market value of the shares you purchase under the option, which is generally determined as of the date you exercise the option, exceeds the aggregate exercise price of the option. Except in certain circumstances that are described in the applicable Autobytel option plan and option agreement, such as your death or disability, if an option is exercised more than three months after your employment is terminated, the option will not be treated as an incentive stock option and is subject to taxation under the rules applicable to non-qualified stock options that are discussed below.

If you sell common stock that you acquired by exercising an incentive stock option, the tax consequences of the sale depend on whether the disposition is "qualifying" or "disqualifying." The disposition of the common stock is qualifying if it is made after the later of: (a) two years from the date the incentive stock option was granted or (b) at least one year after the date the incentive stock option was

exercised. FOR PURPOSES OF THIS RULE, THE NEW OPTIONS YOU RECEIVE IN EXCHANGE FOR YOUR EXISTING OPTIONS WILL BE TREATED AS GRANTED ON THE DATE OF ISSUANCE OF THE NEW OPTIONS.

If the disposition of the common stock you received when you exercised incentive stock options is qualifying, any excess of the sale price over the exercise price of the option will be treated as long-term capital gain taxable to you at the time of the sale. If the disposition is not qualifying, which we refer to as a "disqualifying disposition," the excess of the sale price over the exercise price will be taxable income to you at the time of the sale. Of that income, the amount up to the excess of the fair market value of the common stock at the time the option was exercised over the exercise price will be ordinary income for income tax purposes and the balance, if any, will be long or short-term capital gain, depending on whether or not the common stock was sold more than one year after the option was exercised.

For options to qualify as incentive stock options, the value of the shares subject to the options that first become exercisable in any one calendar year cannot exceed $100,000, determined by using the fair market value of the shares on the date the options are granted, which is generally equal to the exercise price of the options. To the extent the value of the shares subject to your new options exceed this $100,000 per year limitation, the remainder of the options will be treated for tax purposes as non-qualified options, with the consequences described above, even if you receive these options in exchange for an incentive stock option. If your new options have a higher exercise price than some or all of your old incentive stock options, or if a large portion of your new options vest in one calendar year because of the new vesting schedule, it is possible that some of your new options will exceed the incentive stock option limitation.

EXAMPLE: If in July 2002 you are granted 80,000 new options in exchange for vested incentive stock options and 60,000 new options in exchange for unvested incentive stock options, 48,000 of the new options will vest in January 2003 and 46,000 options will vest in July 2003. If the value of the 94,000 options that vest in 2003 is greater than $100,000 (i.e., if the exercise price is more than $1.06 per share), then a portion of such new options (those exceeding the $100,000 limit) would not be eligible for incentive stock option treatment and would be treated as non-qualified stock options.

Please note that the Internal Revenue Service has published new proposed regulations that would require payroll tax withholding on incentive stock options. The payroll tax would apply to the difference between the exercise price of the incentive stock option and the fair market value at exercise. The payroll tax includes a Medicare and Social Security portion which are split evenly between the employer and the employee. The Social Security portion is imposed only on the employee's first $84,000 of annual income and thereafter does not apply (this amount is raised each year). These regulations will apply only if finalized and will only apply to the exercise of options after January 2, 2003. No assurance can be given that these proposed regulations will be enacted in the form proposed or at all.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF NON-QUALIFIED STOCK OPTIONS

Under current law, you will not realize taxable income upon the grant of a non-incentive or non-qualified stock option. However, when you exercise the option, the difference between the exercise price of the option and the fair market value of the shares you purchase pursuant to the exercise of the option on the date of exercise will be treated as taxable compensation income to you, and you will be subject to withholding of income and employment taxes at that time. We will generally be entitled to a deduction equal to the amount of compensation income taxable to you.

The subsequent sale of the shares acquired pursuant to the exercise of a non-incentive stock option generally will give rise to capital gain or loss equal to the difference between the sale price and the sum of the exercise price paid for the shares plus the ordinary income recognized with respect to the

shares, and these capital gains or losses will be treated as long-term capital gains or losses if you held the shares for more than one year following exercise of the option.

WE STRONGLY RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISOR WITH RESPECT

TO FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER.

14. CERTAIN TAX CONSEQUENCES FOR NON-U.S. BASED EMPLOYEES OR DIRECTORS.

If you are a non-U.S. based employee or director of Autobytel or one of our subsidiaries, there are certain tax consequences and conditions of the offer that may apply depending on your tax status for foreign tax purposes. WE STRONGLY RECOMMEND THAT YOU CONTACT YOUR PERSONAL TAX ADVISOR TO ASSIST YOU IN DETERMINING YOUR FOREIGN TAX STATUS.

CANADIAN TAX CONSEQUENCES

The following is a summary of the principal Canadian federal income tax consequences arising upon the exchange of eligible options ("old options") for new options pursuant to the offer.

The following applies and is limited to optionees who are individuals resident in Canada for purposes of the Income Tax Act (Canada) (the "Canadian Tax Act"). The following also assumes that optionees acquired their old options by virtue of their employment.

This summary is based upon the current provisions of the Canadian Tax Act and the regulations thereunder, all specific proposals to amend the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposals") and the current published administrative and assessing practices of the Canada Customs and Revenue Agency. This summary is not exhaustive of all possible Canadian income tax consequences and does not take into account or anticipate any changes in law (other than the Proposals) and does not take into account provincial or territorial tax consequences or the tax laws of any country other than Canada. No assurance can be given that the Proposals will be enacted in the form proposed or at all.

THIS SUMMARY IS NOT INTENDED TO BE LEGAL OR TAX ADVICE TO OPTIONEES. THE CANADIAN TAX CONSEQUENCES TO OPTIONEES ARISING FROM THE EXCHANGE OF OLD OPTIONS IS UNCERTAIN. ACCORDINGLY, OPTIONEES ARE URGED TO CONSULT THEIR OWN ADVISORS ABOUT THEIR PARTICULAR CIRCUMSTANCES.

The tax treatment of the exchange under the Canadian Tax Act is uncertain. If it can be considered that the only consideration an optionee receives on the exchange are the new options (and not an agreement by Autobytel to grant the new options at a future date) and the "value" of the new options (determined immediately after the cancellation of the old options) does not exceed the "value" of the old options (determined immediately before the cancellation of the old options) the exchange will qualify as a tax-deferred transaction. For this purpose "value" of the old options or the new options is the excess of the value of the common stock that is the subject of the options over the amount payable to acquire such common stock. If the exchange qualifies as a tax-deferred transaction, the new options will be deemed to be the same options as, and a continuation of the old options and the exchange will not be a taxable event under the Canadian Tax Act.

The exchange will not qualify as a tax-deferred transaction if it can be considered that the consideration received on the exchange by the optionee is Autobytel's agreement to issue the new options at a future date or if the price of common stock decreases between the time of cancellation of the old options and the grant of new options. If the exchange does not qualify as a tax-deferred transaction, the exchange will give rise to a disposition of the old options. On such disposition, the value of the

consideration received by the optionee for old options will be deemed to be a benefit received by the optionee and included in computing the optionee's income from employment for the year in which the options are disposed of. An optionee will generally be entitled to a deduction of one-half of the amount of such employment income in computing taxable income provided the exercise price of the old options was not less than the fair market value of the underlying Autobytel common stock at the time the old options were granted. Where there is a taxable transaction, the optionee acquires the new options at a cost equal to the fair market value, if any, of the consideration given for the new options (which may be either the old options or the agreement to issue new options). There is a potential for double taxation to the extent that the fair market value of the new options exceeds the fair market value of the old options.

SWISS TAX CONSEQUENCES

The following is a summary description of the Swiss income tax consequences of the exchange of eligible options pursuant to the offer. This discussion is based on the Swiss tax law as of the date of the offer, all of which are subject to change. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders ALL INTERNATIONAL OPTION HOLDERS SHOULD CONSIDER OBTAINING PROFESSIONAL ADVICE REGARDING THE APPLICABILITY OF FOREIGN TAX LAWS.

As a general rule, stock options in Switzerland are subject to income and social security taxation at the date of grant. Taxes already paid on the options to be cancelled may not be refunded which means that, since the grant of new options may be taxed, the option holder may effectively suffer double taxation. The income tax base will be the fair value of the option arrived at using a standard valuation method, less a discount on the underlying share for each year, with a maximum of five years, for which the disposal of the option is restricted, and less the social security contributions due upon grant, and possibly, in addition, less the fair value of the options to be cancelled. The base social security tax is calculated in the same way as the income tax base except that the social security tax itself cannot be deducted. Capital gains or losses realized by individuals upon the sale of options or shares will not be taxable, or will be tax-neutral, respectively. Individuals who engage frequently in securities trading may be deemed professional securities dealers and capital gains and losses will consequently be taxable. In order to avoid such qualification, and in addition to taking other precautions, employees or directors should not finance their purchases with debt.

15. EXTENSION OF OFFER; TERMINATION; AMENDMENT.

We may from time to time, extend the period of time during which the offer is open and delay accepting any options tendered to us by publicly announcing the extension and giving oral or written notice of the extension to the option holders. If the offer is extended, then the grant date of the new options will also be extended.

We also expressly reserve the right, in our reasonable judgment, prior to the expiration date to terminate or amend the offer and to postpone our acceptance and cancellation of any options tendered for exchange upon the occurrence of any of the conditions specified in Section 6, by giving oral or written notice of such termination or postponement to the option holders and making a public announcement thereof. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange is limited by Rule 13e-4(f)(5) promulgated under the United States Securities Exchange Act of 1934, which requires that we must pay the consideration offered or return the options tendered promptly after termination or withdrawal of a tender offer.

Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event set forth in Section 6 has occurred or is deemed by us to have occurred,

to amend the offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the offer to option holders or by decreasing or increasing the number of options being sought in the offer.

Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than 6:00 a.m., Pacific time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made pursuant to the offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a press release to the Dow Jones News Service.

If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the United States Securities Exchange Act of 1934. These rules provide that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information.

16. FEES AND EXPENSES.

We will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of options pursuant to this offer to exchange.

17. ADDITIONAL INFORMATION.

We have filed with the SEC a Tender Offer Statement on Schedule TO, of which this offer to exchange is a part, with respect to the offer. This offer to exchange does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials which we have filed with the SEC before making a decision on whether to tender your options:

- Our registration statement on Form S-4 (File No. 333-60798) filed on May 11, 2001, including all amendments thereto;

- Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed November 14, 2001;

- Our Annual Report for the fiscal year ended December 31, 2000, filed on Form 10-K on March 29, 2001, as amended on Form 10-K/A on April 27, 2001; and

- The description of our common stock contained in our registration statement on Form S-1 (File No. 333-70621) filed on January 15, 1999, including all amendments or reports updating this description.

These filings, our other annual, quarterly and current reports, our proxy statements and our other SEC filings may be examined, and copies may be obtained, at the following SEC public reference rooms:

450 Fifth Street, N.W.            500 West Madison Street
Room 1024                         Suite 1400
Washington, D.C. 20549            Chicago, IL 60661

You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public on the SEC's Internet site at http://www.sec.gov.

Our common stock is quoted on the Nasdaq National Market under the symbol "ABTL" and our SEC filings can be read at the following Nasdaq address:

Nasdaq Operations
1735 K Street, N.W.

Washington, D.C. 20006

We will also provide without charge to each person to whom a copy of the offer is delivered, upon the written or oral request of any such person, a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to:

Autobytel Inc.
Attention: General Counsel 18872 MacArthur Boulevard Irvine, California 92612 Telephone: (949) 225-4500 Fax: (949) 862-1323
e-mail: ariela@autobytel.com

between the hours of 9:00 a.m. and 4:00 p.m., Pacific time. As you read the documents listed in Section 17, you may find some inconsistencies in information from one document to another. Should you find inconsistencies between the documents, or between a document and the offer, you should rely on the statements made in the most recent document. The information contained in the offer about Autobytel should be read together with the information contained in the documents to which we have referred you.

18. FORWARD-LOOKING STATEMENTS; MISCELLANEOUS.

The offer to exchange and our SEC reports referred to above include "forward-looking statements" that involve substantial uncertainties. When used in the offer to exchange, the words "anticipate," "believe," "estimate," "expect," "intend" and "plan" as they relate to Autobytel or our management are intended to identify these forward-looking statements. The statements contained in the offer that are not historical facts are forward-looking statements under the federal securities laws. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed in, or implied by, such forward-looking statements. Autobytel undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements are changes in general economic conditions, the economic impact of recent or future terrorist attacks, increased or

unexpected competition, the failure to realize anticipated synergies from the acquisition of Autoweb.com, costs related to Autobytel's recent acquisition of Autoweb.com, failure of the combined company to retain and hire key employees, difficulties in successfully integrating the businesses and technologies and other matters disclosed in Autobytel's filings with the SEC. You are strongly encouraged to review Autobytel's Annual Report on Form 10-K for the year ended December 31, 2000, and other reports on file with the SEC for a discussion of risks and uncertainties that could affect operating results and the market price of Autobytel's stock.

We are not aware of any jurisdiction where the making of the offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law, the offer will not be made to, nor will tenders be accepted from or on behalf of, the option holders residing in such jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU.

WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.

AUTOBYTEL INC.

December 14, 2001.

EXHIBIT (a)(1.2)

AUTOBYTEL INC.

LETTER OF TRANSMITTAL

PURSUANT TO THE OFFER TO EXCHANGE OUTSTANDING OPTIONS
HAVING AN EXERCISE PRICE OF MORE THAT $4.00 PER SHARE
WITH NEW OPTIONS

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.
PACIFIC TIME ON JANUARY 15, 2002, UNLESS THE OFFER IS
EXTENDED BY AUTOBYTEL INC.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS
OTHER THAN AS SET FORTH BELOW OR TRANSMISSION VIA FAX
TO A NUMBER OTHER THAN AS SET FORTH BELOW OR TRANSMISSION VIA
E-MAIL WILL NOT CONSTITUTE A VALID DELIVERY.

To: Autobytel Inc.
Attention: General Counsel
18872 MacArthur Boulevard
Irvine, California 92612
Telephone: (949) 225-4500
Fax: (949) 862-1323

Upon the terms and subject to the conditions set forth in the Offer to Exchange Outstanding Options Having an Exercise Price of More that $4.00 Per Share With New Options, dated December 14, 2001 (the "Offer to Exchange"), the related cover letter, the receipt of each of which I hereby acknowledge, and in this Letter of Transmittal (this "Letter" which, together with the Offer to Exchange and the related cover letter, as they may be amended from time to time, constitutes the "Offer"), I, the undersigned, hereby tender to Autobytel Inc., a Delaware corporation (the "Company" or "Autobytel"), all of my options having an exercise price per share of more than $4.00 (the "Tendered Options") to purchase shares ("Option Shares") of common stock, $0.001 par value, of the Company (the "Common Shares") outstanding under the Auto-by-Tel Corporation 1996 Stock Incentive Plan, as amended (the "1996 Incentive Plan"), the autobytel.com inc. 1998 Stock Option Plan, as amended (the "1998 Plan"), the autobytel.com inc. 1999 Stock Option Plan, as amended (the "1999 Plan"), the autobytel.com inc. 1999 Employee and Acquisition Related Stock Option Plan, as amended (the "1999 Acquisition Plan"), the autobytel.com inc. 2000 Stock Option Plan, as amended (the "2000 Plan," and with the 1996 Incentive Plan, the 1998 Plan, the 1999 Plan, and the 1999 Acquisition Plan, the "Autobytel option plans" and individually each an "Autobytel option plan"), the Downtown Web, Inc. d/b/a Autoweb 1997 Stock Option Plan (the "1997 Autoweb Plan"), the Autoweb.com, Inc. 1999 Equity Incentive Plan, as amended (the "1999 Autoweb Plan") or the Autoweb.com, Inc. 1999 Directors Stock Option Plan (the "Autoweb Directors Plan," and with the 1997 Autoweb Plan and the 1999 Autoweb Plan, the "Autoweb option plans" and each individually an "Autoweb option plan"), in exchange for "New Options," which are new options to purchase Common Shares equal in number in accordance with the following exchange ratios (rounded up to the nearest whole share):

Exercise Price of Options Tendered                              Exchange Ratio
----------------------------------                              --------------
$4.00 or less.............................................          1 for 1
$4.01 -- $10.00...........................................         .9 for 1
More than $10.00..........................................         .1 for 1

All New Options will be subject to the terms of one or more of the Autobytel option plans to be selected by the Company and to one or more new option agreements between the Company and me.

Subject to, and effective upon, the Company's acceptance for exchange of the Tendered Options in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), I hereby sell, assign and transfer to, or upon the order of, the Company all right, title and interest in and to the Tendered Options.

I hereby represent and warrant that I have full power and authority to tender the Tendered Options and that, when and to the extent the Tendered Options are accepted for exchange by the Company, the Tendered Options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof (other than pursuant to the applicable option agreement) and the Tendered Options will not be subject to any adverse claims. The name and social security number of the registered holder of the Tendered Options appears below exactly as it appears on the option agreement or agreements representing the Tendered Options. Upon request, I will execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the exchange of the Tendered Options pursuant to the Offer.

I hereby tender the following eligible outstanding options as provided in the table below:

                                                                               Have You
                                                                               Provided
                    Total Number         Exercise           Number of        Your Original
 Grant Date          of Options            Price          Options Being    Option Agreement?
of Option(1)           Granted           of Option         Tendered(2)       Yes or No(3)
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(1) List each option grant on a separate line.

(2) If you are tendering any options with an exercise price greater than $4.00, you must tender all of your options with an exercise price greater than $4.00 that are outstanding. If not, the Tendered Options you have tendered hereby will not be accepted for cancellation. In addition, if you tender any options for exchange, you must also tender for exchange all option grants that you received during the six (6) month period commencing on or after June 13, 2001 through and including December 13, 2001 and any options that you may be granted during the Offer, even if those option grants have an exercise price equal to or less than $4.00 per share. For purposes of the Offer, if you held UNVESTED options that were granted under one or more of the Autoweb option

plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb.com, Inc., those options are deemed to have been granted as of August 14, 2001 (i.e., within the six (6) month period prior to the commencement date of the Offer) and, accordingly, you will be required to tender those options for exchange if you choose to participate in the Offer. On the other hand, options that were originally granted under one or more of the Autoweb option plans that were assumed by Autobytel that were vested as of August 14, 2001 are deemed to have been granted as of their original grant date. If a portion of the total number of options granted has been exercised, this column should represent the number of unexercised options outstanding.

(3) If your original option agreement(s) evidencing the Tendered Options indicated in the table are being provided with this Letter of Transmittal, please indicate by responding "Yes" in the appropriate space provided. If your original option agreement(s) evidencing the Tendered Options indicated in the table above have been lost, stolen, destroyed or mutilated and, therefore, cannot be provided together with this Letter of Transmittal, please indicate by responding "No" in the appropriate space provided and refer to Instruction 7 below.

In accordance with Instruction 1 hereof, please enclose with this Letter each option agreement under which the options you are tendering were granted, if available.

I understand and acknowledge that:

(1) I may tender my options outstanding under the Autobytel option plans and the Autoweb option plans having an exercise price per share of more than $4.00 but am not required to tender any of such options in the Offer. If I tender any of my options, I must tender all of my options outstanding having an exercise price per share of more than $4.00. In addition, if I tender any of my options, I must also tender all option grants that I received during the six (6) month period commencing on or after June 13, 2001 through and including December 13, 2001 and any options that I may be granted during the Offer, even if those option grants have an exercise price equal to or less than $4.00 per share.

(2) For purposes of the Offer, if I held unvested options that were granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb.com, Inc., those options are deemed to have been granted as of August 14, 2001 (i.e., within the six (6) month period prior to the commencement date of the Offer) and, accordingly, I will be required to tender those options for exchange if I choose to participate in the Offer.

(3) All Tendered Options properly tendered prior to the "expiration date", and not properly withdrawn will be exchanged for New Options, upon the terms and subject to the conditions of the Offer, including the conditions described in Sections 1 and 6 of the Offer to Exchange. The term "expiration date" means 5:00 p.m., Pacific time, on January 15, 2002, unless and until Autobytel, in its discretion, has extended the period of time during which the Offer will remain open, in which event the term "expiration date" refers to the latest time and date at which the Offer, as so extended, expires.

(4) Upon the Company's acceptance of the Tendered Options for exchange, I understand that the option agreement or agreements to which the Tendered Options are subject will be terminated and the options thereunder will be canceled. All New Options will be subject to the terms and conditions of the respective Autobytel option plans under which they are granted and the terms of new option agreements between the Company and me, a copy of each of which I will receive after the New Options are granted.

(5) The New Options will be granted within 20 business days after the date which is at least six months after the date the Company cancels the Tendered Options.

(6) The exercise price of the New Options will be equal to the closing sales price of the Company's common stock on the Nasdaq National Market on the date of grant or, if the Company's common stock is not listed on the Nasdaq National Market, the exercise price of the New Options will be determined as provided for in the applicable Autobytel option plan.

(7) Each of the New Options will have a vesting schedule as follows:

(a) Each of the New Options (except for certain "performance options" and non-employee director options, as described below) will have a vesting schedule as follows:

(i) tendered options that are vested on or before the cancellation date will be exchanged for New Options that are 60% vested on the first business day that is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

(ii) tendered options that are not vested on or before the cancellation date will be exchanged for New Options that vest at the rate of 50% annually on the first and second anniversary of the grant date.

(b) Non-employee director options will have a vesting schedule as follows:

(i) tendered non-employee director options that are vested on or before the cancellation date will be exchanged for New Options that are 50% vested on the date of grant, with the remaining 50% vesting on the first anniversary of the grant date; and

(ii) tendered non-employee director options that are not vested on or before the cancellation date will be exchanged for New Options that vest 100% on the first anniversary of the grant date.

(c) "Performance options" will have a vesting schedule as follows:

(i) tendered performance options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

(ii) tendered performance options that are not vested on or before the cancellation date will be exchanged for performance options that vest on the fifth anniversary from the date of grant with accelerated vesting of six equal or nearly equal installments over half-year periods from the date of the grant depending on an increase in our stock price equal to 100% over the market price on the date of grant for each installment.

(d) In determining the initial vesting date for New Options granted in exchange for tendered options that are vested employee options or performance options on or before the cancellation date (i.e., the vesting date for the initial 60% of such New Options), the vesting date will be the first business day following the six month anniversary of the day after the grant date.

(8) The term of the Tendered Options will not carry over to the New Options. Instead, the terms of the options will be as follows:

(a) for New Options granted in exchange for Tendered Options with a term of ten years, the term of the New Option will be ten years from the grant date; and

(b) for New Options granted in exchange for Tendered Options with a term of five years, the term of the New Option will be five years from the grant date.

(9) The other terms and conditions of the New Options will be substantially the same as the terms and conditions as set forth in the option agreements relating to the Tendered Options that you tendered for exchange, including, if applicable to you, provisions relating to events or occurrences that may trigger the acceleration, termination or forfeiture of options. However, the Company may alter some of the terms of the New Options to reflect any changes to tax, securities or other applicable laws or regulations that may take effect.

(10) I must be an employee or director of the Company or one of its subsidiaries from the date I tender the Tendered Options through the date the New Options are granted in order to receive the New Options, and, if for any reason I do not remain an employee or director, I will not receive any New Options or any other consideration for the Tendered Options.

(11) By tendering the Tendered Options pursuant to the procedure described in Section 3 of the Offer to Exchange and in the instructions to this Letter, I accept the terms and conditions of the Offer. The Company's acceptance for exchange of the Tendered Options will constitute a binding agreement between the Company and me upon the terms and subject to the conditions of the Offer.

(12) Under certain circumstances set forth in the Offer to Exchange, the Company may terminate or amend the Offer and postpone its acceptance and cancellation of any Tendered Options, and in any such event, the Tendered Options delivered herewith but not accepted for exchange will be returned to me at the address indicated below.

(13) All options that I choose not to tender for exchange or that are not accepted for exchange, assuming they are not required to be tendered for exchange as described in numbered paragraph 1 above, shall remain outstanding and retain their current exercise price and vesting schedule.

(14) The Company reserves the right, in the event of a merger or similar transaction, to take any actions it deems necessary or appropriate to complete a transaction that the Company's board of directors believes is in the best interest of the Company and its stockholders. This could include terminating my right to receive New Options. If the Company were to terminate my right to receive New Options under the Offer in connection with such transaction, I would not receive options to purchase the Company's stock, or securities of the acquirer or any other consideration for Tendered Options.

(15) The Company has advised me to consult with my own tax and financial advisors as to the consequences of participating or not participating in the Offer.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns. Except as stated in the Offer, this tender is irrevocable.

THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

I agree to all of the terms and conditions of the Offer.

You must complete and sign the following exactly as your name appears on the option agreement or agreements evidencing the options you are tendering. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth the signer's full title and include with this Letter proper evidence of the authority of such person to act in such capacity.

SIGNATURE OF OWNER

Telephone No. (with area code):

Tax ID/Social Security No.:

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

(1) Delivery of Letter of Transmittal and Option Agreements. Option agreement(s) evidencing Options to be tendered, as well as a properly completed and duly executed original of this Letter (or a fax thereof), and any other documents required by this Letter, must be received by the Company at its address set forth on the front cover of this Letter on or before the expiration date.

THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE COMPANY RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. E-MAIL DELIVERY WILL NOT BE ACCEPTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

Tenders of options made pursuant to the Offer may be withdrawn at any time prior to the expiration date. If the Offer is extended by the Company, you may withdraw your tendered options at any time until the extended expiration of the Offer. In addition, unless the Company accepts your tendered options before 9:00 p.m. Pacific time on February 12, 2002, you may withdraw your tendered options at any time after that date. To withdraw tendered options you must deliver a written notice of withdrawal, or a fax thereof, with the required information to the Company while you still have the right to withdraw the tendered options. Withdrawals may not be rescinded and any options withdrawn will thereafter be deemed not properly tendered for purposes of the Offer unless such withdrawn options are properly re-tendered prior to the expiration date by following the procedures described above.

The Company will not accept any alternative, conditional or contingent tenders. All tendering option holders, by execution of this Letter (or a fax of it), waive any right to receive any notice of the acceptance of their tender, except as provided for in the Offer to Exchange.

(2) Inadequate Space. If the space provided herein is inadequate, the information requested should be provided on a separate schedule attached hereto.

(3) Tenders. You may tender options for all or none of your outstanding options having an exercise price per share of more than $4.00.

(4) Signatures on This Letter of Transmittal. If this Letter is signed by the holder of the options, the signature must correspond with the name as written on the face of the option agreement or agreements to which the options are subject without alteration, enlargement or any change whatsoever.

If your name has been legally changed since your option agreement was signed, please submit proof of the legal name change. If this Letter is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted with this Letter.

In addition to signing this Letter, you must print your name and indicate the date at which you signed. You must also include your governmental identification number, such as your social security number, tax identification number or national identification number (e.g., social security number) as appropriate.

(5) Requests for Assistance or Additional Copies. Any questions or requests for assistance, as well as requests for additional copies of the Offer to Exchange or this Letter may be directed to the Company's General Counsel, at the address and telephone number given on the front cover of this Letter. Copies will be furnished at the Company's expense.

(6) Irregularities. All questions as to the number of Option Shares subject to options to be accepted for exchange, and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of options will be determined by the Company in its discretion, which determinations shall be final and binding on all parties. The Company reserves the right to reject any or all tenders of options the Company determines not to be in proper form or the acceptance of which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular options, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of options will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and no person will incur any liability for failure to give any such notice.

IMPORTANT: TO ACCEPT THE OFFER, THIS LETTER (OR A FAX COPY THEREOF), TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE COMPANY ON OR PRIOR TO THE EXPIRATION DATE. YOU MUST DELIVER A PROPERLY EXECUTED PAPER COPY OR FAX COPY OF THE DOCUMENTS. E-MAIL DELIVERY WILL NOT BE ACCEPTED.

(7) Lost, Stolen, Destroyed Or Mutilated Option Agreements Evidencing Options. If option agreements evidencing Tendered Options have been lost, stolen, destroyed or mutilated, you must indicate that fact in the table on page 2 above, by marking "No" in the corresponding line of the column captioned "Have You Provided Your Original Option Agreement." If you believe that certain or all of the Tendered Options are subject to an option agreement that has been lost, stolen, destroyed or mutilated, we urge you to contact us immediately upon receipt of the Offer to Exchange and this Letter of Transmittal in order to ascertain the steps that must be taken to provide the necessary certification to Autobytel that the option agreement evidencing the Tendered Options has been lost, stolen, destroyed or mutilated. You will be required to complete and sign an affidavit of loss and indemnity with respect to such options. In order to avoid delay, you should contact Ariel Amir, our General Counsel at (949) 225-4500 or by e-mail to ariela@autobytel.com. Please do not wait until just before the expiration date to contact us regarding your lost, stolen, destroyed or mutilated option agreement. This may not afford enough time for Autobytel to obtain the necessary certification for such lost, stolen, destroyed or mutilated option agreement evidencing the Tendered Options elected for exchange and could affect Autobytel's ability to accept those Tendered Options for cancellation.

(8) Important Tax Information. You should refer to Sections 13 and 14 of the Offer to Exchange, which contains important tax information.

EXHIBIT (a)(1.3)

E-MAIL MESSAGE TO
ELIGIBLE OPTION HOLDERS

AUTOBYTEL INC.
18872 MACARTHUR BOULEVARD
IRVINE, CALIFORNIA 92612

December 14, 2001

Dear Autobytel Inc. Option Holder:

As you are aware, many of our outstanding options have exercise prices that are significantly higher than the current market value price of our common stock.

Our board of directors is concerned that these options are not creating a meaningful long-term performance incentive for our directors and employees. Accordingly, I am pleased to inform you that the board of directors has approved a voluntary stock option exchange program. Under the program, you will have the opportunity to exchange all of your outstanding stock options with an exercise price of more than $4.00 for new stock options to be granted within 20 business days after the date which is at least six months after we accept and cancel the options which are elected for exchange. The exercise price of the new options will be determined on the date of grant.

The number of stock options you will receive will be based on an exchange ratio which is determined by the exercise price of the options you elect to exchange. The new stock options will have a new vesting schedule.

The offer to exchange your options is being made under the terms and subject to the conditions of an offer to exchange and letter of transmittal which accompany this message. The offer to exchange contains detailed information about the program, including a detailed set of questions and answers. Please read the materials carefully since they contain important information about how you may participate in the program and the terms of stock options that you will be eligible to receive in the event that you decide to participate.

We make no recommendation as to whether you should elect to exchange your options. Each employee and/or director must make his or her individual decision.

If you have any questions concerning the program, please call or e-mail Ariel Amir, our General Counsel, at (949) 225-4500 or ariela@autobytel.com.

Sincerely,

Jeffrey A. Schwartz
President & Chief Executive Officer

EXHIBIT (a)(1.4)

LETTER TO ELIGIBLE OPTION HOLDERS
ACCOMPANYING EXCHANGE OFFER MATERIALS

AUTOBYTEL INC.
18872 MACARTHUR BOULEVARD
IRVINE, CALIFORNIA 92612

December 14, 2001

Dear Option Holder:

Autobytel Inc. ("Autobytel") has recognized that, as a result of today's difficult market conditions, many of the stock options that have heretofore been granted under the Auto-by-Tel Corporation 1996 Stock Incentive Plan, as amended (the "1996 Incentive Plan"), the autobytel.com inc. 1998 Stock Option Plan, as amended (the "1998 Plan"), the autobytel.com inc. 1999 Stock Option Plan, as amended (the "1999 Plan"), the autobytel.com inc. 1999 Employee and Acquisition Related Stock Option Plan, as amended (the "1999 Acquisition Plan"), the autobytel.com inc. 2000 Stock Option Plan, as amended (the "2000 Plan," and with the 1996 Incentive Plan, the 1998 Plan, the 1999 Plan, and the 1999 Acquisition Plan, the "Autobytel option plans" and individually each an "Autobytel option plan"), the Downtown Web, Inc. d/b/a Autoweb 1997 Stock Option Plan (the "1997 Autoweb Plan"), the Autoweb.com, Inc. 1999 Equity Incentive Plan, as amended (the "1999 Autoweb Plan") or the Autoweb.com, Inc. 1999 Directors Stock Option Plan (the "Autoweb Directors Plan," and with the 1997 Autoweb Plan and the 1999 Autoweb Plan, the "Autoweb option plans" and each individually an Autoweb option plan), may not currently be providing the performance incentives for our valued directors and employees that were intended.

Accordingly, I am happy to announce that Autobytel is offering you the opportunity to tender (surrender) for exchange your currently outstanding options (vested and unvested) under the Autobytel option plans and the Autoweb option plans with an exercise price per share of more than $4.00 for new options to be granted under the Autobytel option plans (the "Offer"). Please note that the Offer is made with respect to all or none of your options having an exercise price greater than $4.00, which means that if you wish to participate, you will be required to tender all options with an exercise price of more than $4.00. In addition, if you tender any options for exchange, you must also tender for exchange all option grants that you received during the six (6) month period prior to the commencement date of the Offer and any options that we may grant to you during the Offer, even if those option grants have an exercise price equal to or less than $4.00 per share. For purposes of the Offer, if you held unvested options that were granted under one or more of the Autoweb option plans that were assumed by Autobytel in connection with Autobytel's acquisition of Autoweb.com, Inc., those options are deemed to have been granted as of August 14, 2001 (i.e., within the six (6) month period prior to the commencement date of the offer) and, accordingly, you will be required to tender those options for exchange if you choose to participate in the Offer. Of course, you have the right to choose not to tender any of your options. Please note that, for the purposes of the Offer, options that were granted under one or more of the Autoweb option plans that were vested when they were assumed by Autobytel are deemed to have been granted on the date such options were granted under the applicable Autoweb option plan.

In exchange for any options tendered by an option holder that are accepted for exchange and canceled by us, the option holder will receive a number of new options exercisable for a number of shares of common stock (rounded up to the nearest whole number) determined in accordance with the following exchange ratios:

Exercise Price of Options Tendered                     Exchange Ratio
----------------------------------                     --------------
$4.00 or less......................................        1 for 1
$4.01 -- $10.00....................................       .9 for 1
More than $10.00...................................       .1 for 1

We will grant the new options to you within 20 business days after the date which is at least six months after the date we cancel the options accepted by us for exchange. Unfortunately, we are not able to simply reprice your current options, offer an immediate grant date, or carry forward current market prices to the grant date because doing so would mandate additional and unfavorable compensation expenses under our accounting and financial reporting requirements.

Please note that this offer is only to current employees and directors of Autobytel Inc. and its subsidiaries, and you must continue to be an employee or director of Autobytel Inc. or one of its subsidiaries from the date you tender your options for exchange through the date the new options are granted in order to receive new options. If you do not remain an employee or director of Autobytel Inc. or any of its subsidiaries for any reason during such period, you will not receive any new options or any other consideration for the options tendered by you and canceled by Autobytel Inc.

The terms and conditions of new options will be governed by the applicable Autobytel option plan, as set forth in the Offer, and will include the following terms:

- The exercise price of the new options will be equal to the closing sales price of our common stock on the Nasdaq National Market or, if our common stock is not listed on the Nasdaq National Market, the exercise price of the new options will be determined as provided for in the applicable option plan.

- Each of the new options (except for certain "performance options" and non-employee director options, as described below) will have a vesting schedule as follows:

* tendered options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

* tendered options that are not vested on or before the cancellation date will be exchanged for options that vest at the rate of 50% annually on the first and second anniversary of the grant date.

- Non-employee director options will have a vesting schedule as follows:

* tendered non-employee director options that are vested on or before the cancellation date will be exchanged for options that are 50% vested on the date of grant, with the remaining 50% vesting on the first anniversary of the grant date; and

Option Holder
December 14, 2001

* tendered non-employee director options that are not vested on or before the cancellation date will be exchanged for options that vest 100% on the first anniversary of the grant date.

- "Performance options" will have a vesting schedule as follows:

* tendered performance options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

* tendered performance options that are not vested on or before the cancellation date will be exchanged for performance options that vest on the fifth anniversary from the date of grant with accelerated vesting of six equal or nearly equal installments over half-year periods from the date of the grant depending on an increase in our stock price equal to 100% over the market price on the date of grant for each installment.

- The term of the old options will not carry over to the new options. Instead, the terms of the options will be as follows:

* for new options granted to replace old options with a term of ten years, the term of the new option will be ten years from the grant date; and

* for new options granted to replace old options with a term of five years, the term of the new option will be five years from the grant date

- The other terms and conditions of the new options will be substantially the same as the terms and conditions as set forth in the option agreements relating to the old options that you tendered for exchange, including, if applicable to you, provisions relating to the events or occurrences that may trigger the acceleration, termination or forfeiture of options. However, we may alter some of the terms of the new options to reflect any changes to tax, securities or other applicable laws or regulations that may take effect.

There is no way to predict what the price of our common stock will be during the next six months or thereafter. It is possible that the market price of our common stock on the date of grant of any new options issued to you will be higher than the current exercise price of your options. It is also possible that you will no longer be employed by Autobytel Inc. or any of its subsidiaries at the anticipated time of such new option grant. In addition, we reserve the right, in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our board of directors believes is in the best interest of our company and the stockholders. This could include terminating your right to receive new options under the Offer after your old options which you tendered have been cancelled. In that case, you would receive nothing for the old options. For these reasons, you should make a decision to tender only after careful, considered thought.

Option Holder
December 14, 2001

Neither the board of directors nor management makes any recommendation as to whether you should tender or refrain from tendering your options in the Offer. You must make your own decision whether to tender your options.

Autobytel Inc.'s offer is being made under the terms and subject to the conditions of an Offer to Exchange Outstanding Options and a related Letter of Transmittal, which are enclosed with this letter. You should carefully read the entire Offer to Exchange and Letter of Transmittal before you decide whether to tender your options. A tender of options involves risks which are discussed in the Offer to Exchange.

To tender options, you will be required to properly complete and return to us the Letter of Transmittal and any other documents specified in that letter by no later than January 15, 2002, unless we extend the termination date, as explained in the Offer to Exchange, in which case, they must be returned by the extended expiration date of the offer. You must deliver a properly executed paper copy or fax copy of the documents. E-mail delivery will not be accepted.

If you have any questions about the offer, please contact Ariel Amir, our General Counsel, at telephone: (949) 225-4500, fax: (949) 862-1323, or email: ariela@autobytel.com. We thank you for your continued efforts on behalf of Autobytel Inc.

Sincerely yours,

/s/ Jeffrey A. Schwartz
---------------------------------------
Jeffrey A. Schwartz
President and Chief Executive Officer

EXHIBIT (a)(1.5)

AUTOBYTEL INC.

NOTICE TO WITHDRAW

PURSUANT TO THE OFFER TO EXCHANGE OUTSTANDING OPTIONS
HAVING AN EXERCISE PRICE OF MORE THAN $4.00 PER SHARE

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. PACIFIC TIME ON JANUARY 15, 2002, UNLESS THE OFFER IS EXTENDED BY AUTOBYTEL INC.

DELIVERY OF THIS NOTICE TO WITHDRAW TO AN ADDRESS
OTHER THAN AS SET FORTH BELOW OR TRANSMISSION VIA FAX
TO A NUMBER OTHER THAN AS SET FORTH BELOW OR TRANSMISSION
VIA E-MAIL WILL NOT CONSTITUTE A VALID DELIVERY.

To: Autobytel Inc.
Attention: General Counsel
18872 MacArthur Boulevard
Irvine, California 92612
Telephone: (949) 225-4500
Fax: (949) 862-1323

Pursuant to the terms of the Offer to Exchange Outstanding Options having an Exercise Price of More Than $4.00 Per Share With New Options dated December 14, 2001 (the "Offer to Exchange"), the related cover letter and a Letter of Transmittal (the Offer to Exchange, the related cover letter and the Letter of Transmittal, as they may be amended from time to time, are collectively referred to herein as the "Offer"), I previously tendered to Autobytel Inc., a Delaware corporation (the "Company" or "Autobytel"), (i) all of my options (the "Tendered Options") to purchase shares of common stock, $0.001 par value, of the Company having an exercise price of more than $4.00 per share, (ii) all my options which were granted during the six (6) month period prior to the commencement date of the Offer and (iii) any options that were granted to me during the Offer, in exchange for "New Options."

I now wish to change that election and withdraw my tender of the Tendered Options. I understand that by signing this Notice to Withdraw (this "Notice") and delivering it to Autobytel no later than the "expiration date," I will be able to withdraw my tender of the Tendered Options. I have received all the terms and conditions of the Offer. I have received the instructions attached to this Notice. The term "expiration date" means 5:00 p.m. Pacific time on January 15, 2002, unless Autobytel extends the Offer, in which case the term "expiration date" refers to the latest time and date at which the Offer, as so extended, expires.

I understand that in order to withdraw my tender of the Tendered Options, I must sign, date and deliver this Notice to Withdraw to Autobytel at the address listed above no later than the expiration date.

I understand that by withdrawing my tender of the Tendered Options, I will not receive any New Options pursuant to the Offer, and I will keep the Tendered Options that I have. These options will continue to be governed by the stock option plan under which they were granted and by the existing option agreements between Autobytel and me.

I understand that I may change this election, and once again tender the Tendered Options, by submitting a new Letter of Transmittal, in accordance with the instructions to the Letter of Transmittal, to Autobytel at the address listed above no later than the expiration date.

I understand that if I turn in this Notice after the expiration date, this Notice will not be accepted, and my most current Letter of Transmittal submitted to Autobytel will remain in effect, and I will be deemed to have tendered the Tendered Options pursuant to the terms of the Offer.

I have signed this Notice and printed my name exactly as it appears on the Letter of Transmittal.

SIGNATURE OF OWNER

INSTRUCTIONS TO NOTICE TO WITHDRAW FROM THE OFFER
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. DELIVERY OF NOTICE TO WITHDRAW.

A properly completed and executed original of this Notice to Withdraw (or a faxed copy of it), and any other documents required by this Notice to Withdraw, must be received by the General Counsel of Autobytel Inc., either by fax (949-862-1323), mail or hand delivery to Autobytel Inc., 18872 MacArthur Boulevard, Irvine, California 92612, no later than the expiration date. Transmission by e-mail will not constitute a valid delivery.

The method by which you deliver any required documents is at your option and risk, and the delivery will be deemed made only when actually received by Autobytel. In all cases, you should allow sufficient time to ensure timely delivery.

Although by submitting a Notice to Withdraw you have withdrawn your Tendered Options from the Offer, you may change your mind and elect to participate in the Offer until the expiration date. Tenders of options made through the Offer may be made at any time before the expiration date. If the Offer is extended by Autobytel, you may tender your options at any time until the extended expiration of the Offer. If you change your mind and would like to elect to participate in the Offer, you must deliver a new signed and dated Letter of Transmittal (or a faxed copy of the Letter of Transmittal) with the required information to Autobytel, while you still have the right to participate in the Offer. Your options will not be properly tendered for purposes of the Offer unless the withdrawn options are properly re-tendered before the expiration date by delivery of the new Letter of Transmittal following the procedures described in the instructions to the Letter of Transmittal, and your new Letter of Transmittal clearly indicates a date and time that is later than your Notice to Withdraw.

If you do not wish to withdraw your Tendered Options from the Offer, you should not fill out this Notice to Withdraw. If you wish to withdraw any of your Tendered Options, you must withdraw all of your Tendered Options. You cannot withdraw only a portion of your Tendered Options.

By signing this Notice to Withdraw (or a faxed copy of it), you waive any right to receive any notice of the withdrawal of the tender of your options.

2. SIGNATURES ON THIS NOTICE TO WITHDRAW.

If this Notice to Withdraw is signed by the holder of the Tendered Options, the signature must correspond with the name as written on the face of the option agreement or agreements to which the options are subject without alteration, enlargement or any change whatsoever. If your name has been legally changed since your option agreement was signed, please submit proof of the legal name change.

If this Notice to Withdraw is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to Autobytel of the authority of that person so to act must be submitted with this Notice to Withdraw.

In addition to signing this Notice to Withdraw, you must print your name and indicate the date at which you signed. You must also include your government identification number, such as your social security number, tax identification number or national identification number (e.g., social security number), as appropriate.

3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

Any questions or requests for assistance, as well as requests for additional copies of the Offer to Exchange, Letter of Transmittal or this Notice to Withdraw may be directed to Autobytel Inc., Attention: Ariel Amir, General Counsel, by mail at 18872 MacArthur Boulevard, Irvine, California 92612, by email at

ariela@autobytel.com or by fax at (949) 862-1323. Mr. Amir also can be reached at Autobytel by telephone (949) 225-4500. Copies will be furnished promptly at Autobytel's expense.

4. IRREGULARITIES.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this withdrawal from the Offer will be determined by Autobytel in its discretion. Autobytel's determinations shall be final and binding on all parties. Autobytel reserves the right to reject any or all Notices to Withdraw that Autobytel determines not to be in proper form or the acceptance of which may, in the opinion of Autobytel's counsel, be unlawful. Autobytel also reserves the right to waive any of the conditions of the Offer and any defect or irregularity in the Notice to Withdraw, and Autobytel's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No Notice to Withdraw will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with Notices to Withdraw must be cured within the time as Autobytel shall determine. Neither Autobytel nor any other person is or will be obligated to give notice of any defects or irregularities in Notices to Withdraw, and no person will incur any liability for failure to give any such notice.

5. ADDITIONAL DOCUMENTS TO READ.

You should be sure to read the Offer to Exchange and the Letter of Transmittal, and all documents referenced in the Offer to Exchange, before deciding to withdraw your Tendered Options.

6. IMPORTANT TAX INFORMATION.

You should refer to Sections 13 and 14 of the Offer to Exchange, which contain important income tax information.

IMPORTANT: THE NOTICE TO WITHDRAW FROM THE OFFER TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY AUTOBYTEL, ON OR BEFORE THE EXPIRATION DATE.

EXHIBIT (a)(1.6)

FORM OF LETTER RE: RESULTS OF THE OFFER TO EXCHANGE
TO BE SENT TO PARTICIPATING HOLDERS PROMPTLY
AFTER THE EXPIRATION DATE

AUTOBYTEL INC.
18872 MACARTHUR BOULEVARD
IRVINE, CALIFORNIA 92612

____________ __, 2002

Dear Option Holder:

On behalf of Autobytel Inc. (the "Company"), I am writing to provide you with the results of the Company's recent offer (the "Offer") to exchange outstanding options granted under the Auto-by-Tel Corporation 1996 Stock Incentive Plan, as amended (the "1996 Incentive Plan"), the autobytel.com.inc. 1998 Stock Option Plan, as amended (the "1998 Plan"), the autobytel.com inc. 1999 Stock Option Plan, as amended (the "1999 Plan"), the autobytel.com inc. 1999 Employee and Acquisition Related Stock Option Plan, as amended (the "1999 Acquisition Plan"), the autobytel.com inc. 2000 Stock Option Plan, as amended (the "2000 Plan," and with the 1996 Incentive Plan, the 1998 Plan, the 1999 Plan and the 1999 Acquisition Plan, the "Autobytel option plans" and individually each an "Autobytel option plan"), the Downtown Web, Inc. d/b/a Autoweb 1997 Stock Option Plan (the "1997 Autoweb Plan"), the Autoweb.com, Inc. 1999 Equity Incentive Plan, as amended (the "1999 Autoweb Plan") or the Autoweb.com, Inc. 1999 Directors Stock Option Plan (the "Autoweb Directors Plan," and with the 1997 Autoweb Plan and the 1999 Autoweb Plan, the "Autoweb option plans" and each individually an Autoweb option plan) with an exercise price of more than $4.00 per share for new options that we will grant under the Autobytel option plans (the "New Options"). All capitalized terms used in this letter that are not defined herein have the meanings given to those terms in the letter of transmittal (the "Letter of Transmittal") accompanying Offer to Exchange Outstanding Options having an Exercise Price of More Than $4.00 Per Share With New Options dated December 14, 2001 (the "Offer to Exchange").

The Offer expired at 5:00 p.m. Pacific time on __________ __, 2002 (the "Expiration Date"). On __________ __, 2002, promptly following the expiration of the Offer and pursuant to the terms and conditions of the Offer, the Company accepted for exchange Options tendered to it for a total of _________ shares of Common Stock and canceled all such Options. The Company has accepted for exchange and canceled the number of Options tendered by you equal to the number of Option Shares set forth on Attachment A to this letter.

In accordance with the terms and subject to the conditions of the Offer, you will have the right to receive a New Option under one or more of the Autobytel option plans for the number of shares of Autobytel common stock in accordance with the following ratios (with the number of options rounded up to the nearest whole number) and as set forth on Attachment A:

Exercise Price of Options Tendered                      Exchange Ratio
----------------------------------                      --------------
$4.00 or less.............................................  1 for 1
$4.01 -- $10.00........................................... .9 for 1
More than $10.00.......................................... .1 for 1

Option Holder
__________ __, 2002

Also in accordance with the terms of the Offer, the terms and conditions of the New Options will be governed by one or more of the Autobytel option plans as set forth in the Offer, and will include the following terms:

- The per-share exercise price of any New Options granted to you will equal the closing sales price of our common stock on the Nasdaq National Market on the date of grant or, if our common stock is not listed on the Nasdaq National Market, the exercise price of the New Options will be determined as provided for in the applicable Autobytel option plan.

- Each of the New Options (except for certain "performance options" and non-employee director options, as described below) will have a vesting schedule as follows:

* tendered options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day that is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

* tendered options that are not vested on or before the cancellation date will be exchanged for options that vest at the rate of 50% annually on the first and second anniversary of the grant date.

- Non-employee director options will have a vesting schedule as follows:

* tendered non-employee director options that are vested on or before the cancellation date will be exchanged for options that are 50% vested on the date of grant, with the remaining 50% vesting on the first anniversary of the grant date; and

* tendered non-employee director options that are not vested on or before the cancellation date will be exchanged for options that vest 100% on the first anniversary of the grant date.

- "Performance options" will have a vesting schedule as follows:

* tendered performance options that are vested on or before the cancellation date will be exchanged for options that are 60% vested on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date; and

* tendered performance options that are not vested on or before the cancellation date will be exchanged for performance options that vest on the fifth anniversary from the date of grant with accelerated vesting of six equal or nearly equal installments over half-year periods from the date of the grant depending on an

Option Holder
__________ __, 2002

increase in our stock price equal to 100% over the
market price on the date of grant for each installment.

- The other terms and conditions of the New Options will be substantially the same as the terms and conditions as set forth in the option agreements relating to the old options that you tendered for exchange, including, if applicable to you, provisions relating to the events or occurrences that may trigger the acceleration, termination or forfeiture of options. However, the Company may alter some of the terms of the New Options to reflect any changes to tax, securities or other applicable laws or regulations that may take effect.

Subject to the terms of the Offer, the Company will grant your New Options within 20 business days after __________ __, 2002. At that time, as described in the Offer to Exchange, you will receive one or more new option agreements for your execution.

In accordance with the terms of the Offer, and as provided in the Autobytel option plans, you must be a director or an employee of the Company or one of its subsidiaries from the date you tendered options through the New Option grant date in order to receive your New Option. If you do not remain a director or an employee, you will not receive a New Option or any other consideration for the options tendered by you and canceled by the Company. In addition, as described in the Offer, we reserve the right, in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our board of directors believes is in the best interest of the Company and its stockholders. This could include terminating your right to receive New Options. If we were to terminate your right to receive New Options in connection with such transaction, and you had tendered options for cancellation pursuant to the Offer, you would not receive options to purchase our stock, or securities of the acquirer or any other consideration for your tendered options.

If you have any questions about your rights in connection with the grant of a New Option, please contact Ariel Amir, our General Counsel, at telephone:
(949) 225-4500, fax: (949) 862-1323 or e-mail: ariela@autobytel.com

Sincerely yours,

  Exercise Price             Number of Unexercised        Number of New Options
of Tendered Options             Options Tendered              to be Granted
-------------------          ---------------------        ---------------------
  $4.00 or less
  $4.01 -- $10.00
  More than $10.00

Exhibit (a)(1.7)

DECLARATION OF LOST OPTION AGREEMENT(S)

The undersigned, __________________, an individual and a option holder ("Option Holder") of Autobytel Inc., a Delaware corporation (the "Company"), hereby declares as follows:

1. Option Holder is the owner of the options to purchase shares of common stock of the Company listed on SCHEDULE A attached hereto (the "Options").

2. Option Holder has no knowledge or information as to the present whereabouts of the original stock option agreement(s) representing the Options (the "Original Option Agreements") and believes that the agreement(s) have been lost, misplaced, destroyed or stolen.

3. Option Holder has conducted a search for the Original Option Agreements and has been unable to recover the same. Neither the Original Option Agreements nor any interest therein have been sold, assigned, endorsed, transferred, deposited under any agreement, hypothecated, pawned, pledged for any bank or brokerage loan or otherwise, or disposed of in any manner by or on behalf of Option Holder; neither Option Holder nor anyone acting on Option Holder's behalf has signed any power of attorney, any transfer document or any other assignment or authorization respecting the same which is now outstanding and in force; and no person, firm or corporation has any right, title, claim, equity or interest in, to or respecting the Original Option Agreements.

4. This declaration is made for the purpose of authorizing the Company to cancel on its books and records the Original Option Agreements and the related Options.

5. Option Holder hereby agrees to immediately surrender to the Company the Original Option Agreements should they at any time hereafter come into Option Holder's possession or control.

6. Option Holder agrees to indemnify and hold harmless the Company in the event the Company shall, at any time or from time to time, suffer any damage, liability, loss or deficiency arising out of or resulting from, or shall pay or become obligated to pay any sum on account of any inaccuracy, misstatement of fact or breach of any duty contained herein or created hereunder.

The undersigned declares under penalty of perjury that the foregoing is true and correct.

Dated: _____________, ____ -------------------------------

(Signature)

------------------------------ -------------------------- -------------------------------
                                                                    Exercise Price
   Grant Date of Option        Number of Options Granted              of Option
------------------------------ -------------------------- -------------------------------
------------------------------ -------------------------- -------------------------------

------------------------------ -------------------------- -------------------------------

------------------------------ -------------------------- -------------------------------

------------------------------ -------------------------- -------------------------------

------------------------------ -------------------------- -------------------------------

------------------------------ -------------------------- -------------------------------

------------------------------ -------------------------- -------------------------------

------------------------------ -------------------------- -------------------------------

------------------------------ -------------------------- -------------------------------

------------------------------ -------------------------- -------------------------------

------------------------------ -------------------------- -------------------------------

Exhibit(a)(5.1)

AT AUTOBYTEL INC.:
Geri Weinfeld, Director, Investor Relations Geriw@autobytel.com

AT AUTOBYTEL INC.:
Melanie Webber, Vice President, Corporate Communications Melaniew@autobytel.com
949/862-3023

AUTOBYTEL INC. ANNOUNCES STOCK OPTION EXCHANGE PROGRAM

Program Designed to Reward and Retain Employees and Directors

IRVINE, CA - DECEMBER 14, 2001 - Autobytel Inc. (Nasdaq: ABTL) today announced a voluntary stock option exchange program that is intended to reduce the total number of outstanding stock options and provide a more effective form of equity compensation for retaining and rewarding its employees and directors. Autobytel anticipates that there will be no compensation charges to Autobytel as a result of this stock option exchange program.

"The key to Autobytel's success has always been its employees," said Jeffrey Schwartz, President and Chief Executive Officer of Autobytel. "Rewarding and retaining our employees is essential to the long term benefit of the company."

Under the program, eligible employees and directors of Autobytel and its wholly-owned subsidiaries will be given the opportunity, if they elect to do so, to tender for cancellation any outstanding stock options having an exercise price of more than $4.00 per share, whether or not vested, in exchange for new stock options to be granted at a future date. The new options will be granted within 20 business days after the date which is at least six months after the date of cancellation of the tendered options. Eligible employees and directors who elect to participate in the program will have to tender for cancellation all options having an exercise price greater than $4.00 per share. In addition, if an eligible employee or director tenders any options for exchange, he or she will be required to also tender for exchange all option grants received during the six (6) month period prior to the commencement date of the offer and any options granted during the offer, even if those option grants have an exercise price equal to or less than $4.00 per share.

For options with exercise prices between $4.01 and $10.00, program participants will receive nine new options for each ten options tendered for exchange. For options with exercise prices over $10.00, program participants will receive one new option for each ten options tendered for exchange. For options with exercise prices of $4.00 or less, program participants will receive one new option for each option tendered for exchange. If all eligible employees and directors elect to participate fully, the effect of the program will reduce the number of common shares subject to outstanding stock options by 2,080,591 shares.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Autobytel has filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission and will provide Autobytel option holders with an Offer to Exchange, a Letter of Transmittal and other related documents containing information about the stock option exchange program. Option holders are urged to read the Schedule TO, the Offer to Exchange, the Letter of Transmittal and other related documents carefully when they become available. The Schedule TO, the Offer to Exchange, the Letter of Transmittal and other related documents contain important information about Autobytel, the stock option exchange program, and related matters. Investors and option holders will be able to obtain free copies of these documents on the Internet through the Website maintained by the SEC at www.sec.gov. Copies of these documents may also be obtained from Autobytel by request by mail to Autobytel Inc., 18872 MacArthur Boulevard, Irvine, CA 92612-1400, Attention: Investor Relations, telephone: (949) 862-1355, or by email to InvestorRelations@autobytel.com.

In addition to the Schedule TO, Offer to Exchange, Letter of Transmittal and other related documents, Autobytel files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Autobytel at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the SEC's other public reference room in Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Autobytel's filings with the SEC are also available to the public from commercial document-retrieval services and at the Website maintained by the SEC at www.sec.gov.

ABOUT AUTOBYTEL INC.

Autobytel Inc. (Nasdaq:ABTL), the diversified automotive marketing services company, owns and operates Autobytel.com, Autoweb.com, Carsmart.com, Autosite.com, and AIC (Automotive Information Center). The company powers manufacturer and portal auto channels with data and tools to help customers buy cars; provides advertising programs for manufacturers and dealers to target customers; built and implemented technology to drive one of the most advanced inventory-based manufacturer's online car selling programs to date and generates billions of dollars in car sales for dealers through the company's popular websites.

Serving approximately 6,700 subscribing dealers and 25 international automotive manufacturer customers, Autobytel Inc. is the largest syndicated car-buying content network, reaching over 4.5 million unique visitors.* Autobytel Inc. content and technology has potential exposure to over 90 percent of total web traffic** and it is estimated that the vast majority of the 60 percent of all Americans who go online to research and shop for a car will encounter Autobytel Inc. content or technology, or an Autobytel Inc. brand, during the process.

*Jupiter Media Metrix October 2001 Custom Report. The car-buying category defined by Autobytel.

**Jupiter Media Metrix October 2001 Digital Media Audience Report (Autobytel Inc. sites is the unduplicated audience of the Autobytel and Autoweb properties and Carsmart.com. The car-buying and ownership category as defined by Autobytel. Autobytel Inc. provides content to Yahoo.com, AOL websites, MSN.com and Lycos.com. The unduplicated audience of these four sites accounts for over 90 percent of total traffic.)

FORWARD-LOOKING STATEMENT DISCLAIMER

The statements contained in this press release that are not historical facts are forward-looking statements under the federal securities laws. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed in, or implied by, such forward-looking statements. Autobytel undertakes no

obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements are changes in laws and regulations and other matters disclosed in Autobytel's filings with the Securities and Exchange Commission. Investors are strongly encouraged to review our annual report on Form 10-K for the year ended December 31, 2000, and other filings with the Securities and Exchange Commission for a discussion of risks and uncertainties that could affect operating results and the market price of our stock.

AUTOBYTEL INC.

OFFER TO EXCHANGE OUTSTANDING OPTIONS
HAVING AN EXERCISE PRICE OF MORE THAT $4.00 PER SHARE
WITH NEW OPTIONS

SAFE HARBOR

COMMENTS MADE DURING THIS PRESENTATION ARE SUBJECT TO THE WRITTEN TERMS OF THE OFFER TO EXCHANGE, THE STOCK OPTION AGREEMENTS AND THE APPLICABLE STOCK OPTION PLAN UNDER WHICH THE NEW OPTIONS ARE GRANTED.

OFFER IS VOLUNTARY

- Option holders are not required to exchange any options if they do not wish to participate

- If an option holder chooses not to tender any options, existing options will remain outstanding and retain their current exercise price and current vesting schedule

- The decision to participate is up to option holders

- Autobytel is not advising you whether to accept the offer

OVERVIEW

- Eligible Option Holders will have the opportunity to exchange options with an exercise price of more than $4.00 for new options

- Option holders who participate must also tender (i) any options granted during the six month period prior to December 14, 2001 and (ii) any options granted during the offer

- Eligible Option Holders = All employees, officers and directors of Autobytel or its subsidiaries that hold eligible options

- Approximately six months after the options are cancelled, Autobytel will grant new options with an exercise price equal to market value of Autobytel's common stock on the new grant date

WHY NOT SIMPLY REPRICE THE CURRENT OPTIONS?

- would result in variable accounting for such options

- may require Autobytel to record additional compensation expense for financial reporting purposes

WHY NOT JUST GRANT ADDITIONAL OPTIONS?

- granting large numbers of new options would have a negative dilutive effect on our outstanding shares

WHY WON'T THE NEW OPTIONS BE GRANTED IMMEDIATELY AFTER THE EXPIRATION DATE OF THE OFFER?

- under the accounting rules, would be the same as repricing

- would result in variable accounting for such options

- may require Autobytel to record additional compensation expense for financial reporting purposes

ELIGIBLE OPTION HOLDERS

- Any current employee or director of Autobytel or its subsidiaries holding options with an exercise price of more than $4.00 per share

- Must continue to be an employee or director of Autobytel or one of our subsidiaries through the date we grant the new options

- Persons who are not employees or directors on the date that new options are granted will not receive any new options in exchange for tendered options that have been accepted for exchange and cancelled

ELIGIBLE OPTIONS

- all Autobytel options with an exercise price of more than $4.00 per share are eligible to be exchanged

- Option holders who participate must also tender (i) any options granted during the six month period prior to December 14, 2001 and
(ii) any options granted during the offer

- ALL ELIGIBLE OPTIONS must be tendered if you wish to participate
(no partial tenders)

If you hold                                      You must tender:
-----------                                      ---------------
-   30,000 options with an exercise              -   all 55,000 options
    price of $27.00,

-   10,000 options with an exercise
    price of $4.50; and

-   15,000 options with an exercise
    price of $3.50 per share granted
    between June 13, 2001 and
    December 14, 2001

And elect to participate
------------------------

If you hold                                           You must tender:
-----------                                           ---------------
-   10,000 options with an exercise price of          -   the 10,000 options with an
    $4.50; and                                            exercise price of $4.50, but
                                                          you MAY NOT tender the
-   15,000 options with an exercise price of              15,000 options with an
    $3.50 granted prior to June 13, 2001                  exercise price of $3.50 per
                                                           share

And elect to participate
------------------------

If you hold                                      Then:
-----------                                      ----
-   only 15,000 options with an exercise         -   you are not eligible to tender
    price of $3.50 per share                         any options

AUTOWEB OPTIONS ASSUMED BY AUTOBYTEL

- Autoweb options that were UNVESTED when Autobytel assumed them as of August 14, 2001, will be deemed to have been granted as of August 14, 2001 (i.e., a date within the six- (6) month period prior to the commencement of the offer)

- Autoweb options that were VESTED when Autobytel assumed them as of August 14, 2001 will be deemed to have been granted on the date that the Autoweb options were originally granted

- Accounting rules dictate this treatment

If you hold:                                     You must tender:
-----------                                      ---------------
-   10,000 options with an exercise price        -   All 10,000 options are eligible
    of $4.50 that were originally granted             to be exchanged
    under one of the Autoweb option plans
    prior to June 13, 2001, 5,000 of which
    were vested as of August 14, 2001 and
    5,000 of which were unvested as of
    August 14, 2001

And elect to participate
------------------------

If you hold:                                     Then:
-----------                                      ----
-   15,000 options with an exercise price        -   the 5,000 of the options with
    of $3.50 that were originally granted            an exercise price of $3.50 that
    under one of the Autoweb option                  were unvested as of August 14,
    plans prior to June 13, 2001, 10,000             2001 are eligible for exchange
    of which were vested as of August                ONLY IF you are exchanging the
    14, 2001 and 5,000 of which were                 options with an exercise price
    unvested as of August 14, 2001, AND              of $5.00

-   5,000 options with an exercise price
    of $5.00 per share

And elect to participate
------------------------

If you hold:                                     Then:
-----------                                      ----
-   8,000 options with an exercise price of      -   none of the options with an
    $2.75 that were originally granted under         exercise price of $2.75 per
    one of the Autoweb option plans prior to         share are eligible for exchange
    June 13, 2001, all of which were vested
    as of August 14, 2001

Exercise Price of Options Tendered              Exchange Ratio
----------------------------------              --------------
$4.00 or less......................                 1 for 1
$4.01 - $10.00.....................                .9 for 1
More than $10.00...................                .1 for 1

If  you tender:                                  You will receive
--------------                                   ----------------
-   20,000 options with an                       -   2,000 options in exchange for the 20,000
    exercise price of $15.00                         options

-   15,000 options with an                       -   13,500 options in exchange for the 15,000
    exercise price of $7.50; and                     options; and

-   10,000 options with an                       -   10,000 options in exchange for the 10,000
    exercise price of $3.50 per                      options
    share granted during the six
    (6) month period prior to
    the commencement date of the
    offer.

NEW OPTION GRANT DATE

- the new options will be granted within 20 business days after the date which is at least six months after the date the tendered options are cancelled

- unless the offer is extended, Autobytel expects to cancel old options on January 16, 2002

- the grant date of the new options will be no sooner than July 18,

2002

EXERCISE PRICE OF NEW OPTIONS

- The exercise price of the new options will be equal to the closing sales price of our common stock on the Nasdaq National Market on the date we grant the new options

- If Autobytel's common stock is not listed on the Nasdaq National Market, the exercise price of the new options will be determined as provided for in the applicable Autobytel option plan

VESTING SCHEDULES FOR NEW OPTIONS

Employee Options

- vested options - new options will vest 60% on the first business day which is six months and one day after the date of grant, with the remaining options vesting at a rate of 20% annually on the first and second anniversary of the grant date

- unvested options - new options will vest at the rate of 50% annually on the first and second anniversary of the grant date

VESTING SCHEDULES FOR NEW OPTIONS

Non-Employee Director Options

- vested - new non-employee director options will vest 50% on the date of grant, with the remaining 50% vesting on the first anniversary of the grant date

- unvested - new non-employee director options will vest 100% on the first anniversary of the grant date

WHAT HAPPENS IF AUTOBYTEL IS ACQUIRED?

- no current plans to enter into any merger, acquisition or other such transaction

- in the event of a merger or similar transaction, Autobytel reserves the right to take any actions it deems necessary or appropriate to complete a transaction

- this could include terminating the right to receive new options under the offer, in which case employees and directors who tendered options for exchange pursuant to the offer and whose options were cancelled would not receive new options to purchase our stock, or securities of the acquirer or any other consideration for their tendered and cancelled options

FUTURE OPTION GRANTS

- Autobytel may grant options during the time that the offer is open; however, any option holder who receives such options must tender them in order to participate in the offer

- Autobytel does not intend to grant any options to participants during the period from the expiration of the offer until a date that is at least six months and one day after the date that we cancel the tendered options pursuant to the offer

- After such time, Autobytel expects to grant options as circumstances warrant

EXPIRATION AND EXTENSION OF THE OFFER

- The offer expires on January 15, 2002, at 5:00 p.m., Pacific time, unless extended

- Autobytel may, in its discretion, extend the offer at any time

- If the offer is extended, then the grant date of the new options will also be extended

HOW TO PARTICIPATE

To participate, an option holder must:

- deliver, before 5:00 p.m., Pacific time, on January 15, 2002, a properly completed and duly executed letter of transmittal and any other documents required by the letter of transmittal

- if the offer is extended beyond January 15, 2002, these documents must be delivered before the extended expiration of the offer

HOW TO WITHDRAW

- at any time before 5:00 p.m., Pacific time, on January 15, 2002

- if the offer is extended, tendered options may be withdrawn at any time until 5:00 p.m., Pacific time on the new expiration date of the offer

- to withdraw tendered options, an option holder must complete and sign a Notice to Withdraw

- withdrawn options may be re-tendered only by again following the delivery procedures (i.e., submitting a new letter of transmittal)

Exhibit (d)(2)

AMENDMENT NO. 1 TO THE AUTO-BY-TEL CORPORATION
1996 STOCK INCENTIVE PLAN, AS AMENDED

This Amendment No. 1 ("Amendment No. 1") dated as of December 5, 2001 to the Auto-by-Tel Corporation 1996 Stock Incentive Plan (the "Plan") is adopted by the Board of Directors (the "Board") of Autobytel Inc. (the "Company") pursuant to Section 13 of the Plan.

Effective as of the date hereof, the Plan is hereby amended by deleting
Section 1(m) in its entirety and inserting in lieu thereof the following:

"(m) "Fair Market Value" shall mean, as of any date, the value of the Common Stock determined as follows:

(i) If the Common Stock is at the time traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall be the closing sales price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market, the Nasdaq SmallCap Market or any successor system, as applicable. If there is no closing sales price for the Common Stock on the date in question, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any established stock exchange, then the Fair Market Value shall be the closing sales price per share of Common Stock on the date in question on the stock exchange determined by the Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing sales price for the Common Stock on the date in question, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(iii) If the Common Stock is at the time neither listed on any stock exchange nor traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall be determined by the Administrator after taking into account such factors as the Administrator shall deem appropriate."

Except as specifically amended hereby, the Plan shall remain in full force and effect as in existence on the date hereof, and any reference to the Plan shall mean the Plan as amended hereby.

IN WITNESS WHEREOF, the Board has caused Amendment No. 1 to be duly executed as of the day and year first above written.

AUTOBYTEL INC.

By: /S/ ARIEL AMIR
   ---------------------------------
Name:  Ariel Amir
Title: Executive Vice President,
General Counsel and Secretary

Exhibit (d)(5)

AMENDMENT NO. 2 TO THE
AUTOBYTEL.COM INC. 1998 STOCK OPTION PLAN, AS AMENDED

This Amendment No. 2 ("Amendment No. 2") dated as of December 5, 2001 to the autobytel.com inc. 1998 Stock Option Plan, as amended (the "Plan") is adopted by the Board of Directors (the "Board") of Autobytel Inc. (the "Company") pursuant to Section 8.1 of the Plan.

Effective as of the date hereof, the Plan is hereby amended by deleting
Section 1(j) in its entirety and inserting in lieu thereof the following:

"(j) "Fair Market Value of Shares" shall mean, as of any date, the value of a Share(s) determined as follows:

(i) If the Shares are at the time traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall be the closing sales price per share of Shares on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market, the Nasdaq SmallCap Market or any successor system, as applicable. If there is no closing sales price for the Shares on the date in question, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(ii) If the Shares are at the time listed on any established stock exchange, then the Fair Market Value shall be the closing sales price per share of Shares on the date in question on the stock exchange determined by the Administrator to be the primary market for the Shares, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing sales price for the Shares on the date in question, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(iii) If the Shares are at the time neither listed on any stock exchange nor traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall be determined by the Administrator after taking into account such factors as the Administrator shall deem appropriate."

Except as specifically amended hereby, the Plan shall remain in full force and effect as in existence on the date hereof, and any reference to the Plan shall mean the Plan as amended hereby.

IN WITNESS WHEREOF, the Board has caused Amendment No. 2 to be duly executed as of the day and year first above written.

AUTOBYTEL INC.

By: /S/ ARIEL AMIR
   ---------------------------------
Name:  Ariel Amir
Title: Executive Vice President,
General Counsel and Secretary

Exhibit (d)(8)

AMENDMENT NO. 2 TO THE AUTOBYTEL.COM INC.
1999 STOCK OPTION PLAN, AS AMENDED

This Amendment No. 2 ("Amendment No. 2") dated as of December 5, 2001 to the autobytel.com inc. 1999 Stock Option Plan, as amended (the "Plan") is adopted by the Board of Directors (the "Board") of Autobytel Inc. (the "Company") pursuant to Section 8.1 of the Plan.

Effective as of the date hereof, the Plan is hereby amended by deleting
Section 1(k) in its entirety and inserting in lieu thereof the following:

"(k) "Fair Market Value of Shares" shall mean, as of any date, the value of a Share(s) determined as follows:

(i) If the Shares are at the time traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall be the closing sales price per share of Shares on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market, the Nasdaq SmallCap Market or any successor system, as applicable. If there is no closing sales price for the Shares on the date in question, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(ii) If the Shares are at the time listed on any established stock exchange, then the Fair Market Value shall be the closing sales price per share of Shares on the date in question on the stock exchange determined by the Administrator to be the primary market for the Shares, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing sales price for the Shares on the date in question, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(iii) If the Shares are at the time neither listed on any stock exchange nor traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall be determined by the Administrator after taking into account such factors as the Administrator shall deem appropriate."

Except as specifically amended hereby, the Plan shall remain in full force and effect as in existence on the date hereof, and any reference to the Plan shall mean the Plan as amended hereby.

IN WITNESS WHEREOF, the Board has caused Amendment No. 2 to be duly executed as of the day and year first above written.

AUTOBYTEL INC.

By:  /S/ ARIEL AMIR
   ---------------------------------
Name:  Ariel Amir
Title: Executive Vice President,
General Counsel and Secretary

Exhibit (d)(10)

AMENDMENT NO. 1 TO THE
AUTOBYTEL.COM INC. 1999 EMPLOYEE
AND ACQUISITION RELATED STOCK OPTION PLAN

This Amendment No. 1 ("Amendment No. 1") dated as of December 5, 2001 to the autobytel.com inc. 1999 Employee and Acquisition Related Stock Option Plan (the "Plan") is adopted by the Board of Directors (the "Board") of Autobytel Inc. (the "Company") pursuant to Section 8.1 of the Plan.

Effective as of the date hereof, the Plan is hereby amended by deleting
Section 1(j) in its entirety and inserting in lieu thereof the following:

"(j) "Fair Market Value of Shares" shall mean, as of any date, the value of a Share(s) determined as follows:

(i) If the Shares are at the time traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall be the closing sales price per share of Shares on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market, the Nasdaq SmallCap Market or any successor system, as applicable. If there is no closing sales price for the Shares on the date in question, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(ii) If the Shares are at the time listed on any established stock exchange, then the Fair Market Value shall be the closing sales price per share of Shares on the date in question on the stock exchange determined by the Administrator to be the primary market for the Shares, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing sales price for the Shares on the date in question, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(iii) If the Shares are at the time neither listed on any stock exchange nor traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall be determined by the Administrator after taking into account such factors as the Administrator shall deem appropriate."

Except as specifically amended hereby, the Plan shall remain in full force and effect as in existence on the date hereof, and any reference to the Plan shall mean the Plan as amended hereby.

IN WITNESS WHEREOF, the Board has caused Amendment No. 1 to be duly executed as of the day and year first above written.

AUTOBYTEL INC.

By:  /S/ ARIEL AMIR
   ---------------------------------
Name:  Ariel Amir
Title: Executive Vice President,
General Counsel and Secretary

Exhibit (d)(12)

AMENDMENT NO. 1 TO THE
AUTOBYTEL.COM INC. 2000 STOCK OPTION PLAN

This Amendment No. 1 ("Amendment No. 1") dated as of December 5, 2001 to the autobytel.com inc. 2000 Stock Option Plan (the "Plan") is adopted by the Board of Directors (the "Board") of Autobytel Inc. (the "Company") pursuant to
Section 8.1 of the Plan.

Effective as of the date hereof, the Plan is hereby amended by deleting
Section 1(i) in its entirety and inserting in lieu thereof the following:

"(i) "Fair Market Value of Shares" shall mean, as of any date, the value of a Share(s) determined as follows:

(i) If the Shares are at the time traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall be the closing sales price per share of Shares on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market, the Nasdaq SmallCap Market or any successor system, as applicable. If there is no closing sales price for the Shares on the date in question, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(ii) If the Shares are at the time listed on any established stock exchange, then the Fair Market Value shall be the closing sales price per share of Shares on the date in question on the stock exchange determined by the Administrator to be the primary market for the Shares, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing sales price for the Shares on the date in question, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(iii) If the Shares are at the time neither listed on any stock exchange nor traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall be determined by the Administrator after taking into account such factors as the Administrator shall deem appropriate."

Except as specifically amended hereby, the Plan shall remain in full force and effect as in existence on the date hereof, and any reference to the Plan shall mean the Plan as amended hereby.

IN WITNESS WHEREOF, the Board has caused this Amendment No. 1 to be duly executed as of the day and year first above written.

AUTOBYTEL INC.

By:  /S/ ARIEL AMIR
   ---------------------------------
Name:  Ariel Amir
Title: Executive Vice President,
General Counsel and Secretary

EXHIBIT (d)(13)

FORM OF OPTION AGREEMENT
UNDER 1996 PLAN
[NON-QUALIFIED & ISO]

AUTOBYTEL INC.
A Delaware Corporation

AUTO-BY-TEL CORPORATION 1996 STOCK INCENTIVE PLAN

EMPLOYEE STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

I
NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant:                     ____________

Vesting Commencement Date:         ____________

Exercise Price per Share :         ____________

Total Number of Shares Granted:    ____________

Total Exercise Price :             ____________

Type of Option:                    ______________________

Term/Expiration Date:              THE TENTH ANNIVERSARY OF THE DATE OF GRANT

A. Vesting Schedule:

You may exercise this Option, in whole or in part, according to the following vesting schedule:

[INSERT ONE OF THE FOLLOWING PARAGRAPHS] -

Subject to Section II, Paragraphs D., E., F. and G. hereof, fifty percent (50%) shall vest and become exercisable as of the vesting commencement date and fifty percent (50%) shall vest and become exercisable twelve (12) calendar months after the applicable vesting commencement

date. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR UNVESTED OPTIONS]

OR

Subject to Section II, Paragraphs D., E., F. and G. hereof, sixty percent (60%) shall become vested and exercisable as of the vesting commencement date, and twenty percent (20%) shall vest and become exercisable twelve (12) calendar months after the date of grant, and twenty percent (20%) shall vest and become exercisable twenty-four (24) calendar months after the date of grant. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR VESTED OPTIONS]

B. Termination Period:

You may exercise this Option for three (3) months following your termination of employment with the Company, or for such longer period upon your death or Disability as provided in the Plan. In no case may you exercise this Option after the Term/Expiration Date as provided above.

II

AGREEMENT

A. Grant of Option. Autobytel Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase the total number of shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the 1996 Stock Incentive Plan (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), or to the extent the Option does not meet the ISO rules for some other reason, this Option shall be treated as a Nonstatutory Stock Option ("NSO").

B. Exercise of Option.

(1) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. In the event of Optionee's death, disability or other termination of the employment with the Company, this Option shall be exercisable in accordance with the applicable provisions of the Plan and this Option Agreement.

(2) Method of Exercise. This Option shall be exercisable by written notice (in the form attached as Exhibit A) which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations

and agreements as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

C. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(1) cash;

(2) certified, bank cashier's, or teller's check;

(3) surrender of other shares of Common Stock of the Company which (A) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by the Optionee for more than six
(6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised; or

(4) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the Exercise Price.

D. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by the Federal Reserve Board.

E. Termination of Relationship. As of the date of the Optionee's termination of employment with the Company, Optionee may, to the extent otherwise so entitled at the date of such termination, exercise this Option for a period of three (3) months following the date of termination. To the extent that Optionee was not entitled to exercise this Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

F. Disability of Optionee. Notwithstanding the provisions of Paragraph E. above, in the event of termination of an Optionee's employment with the Company as a result of his or her Disability, Optionee may, but only within six (6) months from the date of such termination (and

in no event later than the expiration date of the term of such Option as set forth in Paragraph I. below), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination; provided, however, that if such disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an ISO such ISO shall cease to be treated as an ISO and shall be treated for tax purposes as a NSO on the day three months and one day following such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

G. Death of Optionee. In the event of termination of Optionee's employment with the Company as a result of the death of Optionee, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the date of expiration of the term of this Option as set forth in Paragraph I. below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee could exercise the Option at the date of death.

H. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

I. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. The limitations set out in Section 6(a) of the Plan regarding Options designated as ISOs and Section 5, 8 and 9(a) of the Plan regarding Options granted to more than ten (10%) shareholders shall apply to this Option.

J. Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal and state tax consequences of exercise of this Option and disposition of the Shares.

THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(1) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability or state income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.

(2) Exercise of ISO Following Disability. If the Optionee's employment with the Company terminates as a result of disability that is not a disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO.

(3) Exercise of NSO. There may be a regular federal income tax liability and state income tax liability upon the exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(4) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares should be treated as long-term capital gain for federal and state income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares should also be treated as long-term capital gain for federal and state income tax purposes. If Shares purchased under an ISO are disposed of within such one-year period or within two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

(5) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

K. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and

Dated as of: ___________________________       By:______________________________
                                               Name:____________________________
                                               Title:___________________________

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1996 STOCK INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

Dated as of: _______________                       _____________________________
                                                   Name:________________________
                                                   Address:_____________________
                                                           _____________________
                                                           _____________________

EXHIBIT A

1996 STOCK INCENTIVE PLAN

EXERCISE NOTICE

Autobytel Inc.
18872 MacArthur Boulevard
Irvine, CA 92612-1400

Attention: Secretary

1. Exercise of Option. Effective as of today, _________________, the undersigned ("Optionee"), hereby elects to exercise Optionee's option to purchase _________ shares of the Common Stock (the "Shares") of autobytel.com inc. (the "Company") under and pursuant to the 1996 Stock Incentive Plan (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option Agreement dated, ____________ (the "Option Agreement").

2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

3. Rights as Shareholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan.

4. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. Optionee further agrees to notify the Company upon the disposition of any Shares acquired pursuant to the exercise of an Incentive Stock Option.

5. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

6. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company's Board of Directors or the committee thereof that administers the Plan, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.

7. GOVERNING LAW; SEVERABILITY. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE EXCLUDING THAT BODY OF LAW PERTAINING TO CONFLICTS OF LAW. SHOULD ANY PROVISION OF THIS AGREEMENT BE DETERMINED BY A COURT OF LAW TO BE ILLEGAL OR UNENFORCEABLE, THE OTHER PROVISIONS SHALL NEVERTHELESS REMAIN EFFECTIVE AND SHALL REMAIN ENFORCEABLE.

8. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.

9. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

10. Delivery of Payment. Optionee herewith delivers to the Company the full Exercise Price for the Shares.

11. Entire Agreement. The Plan and Notice of Grant/Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee

Submitted by:                                             Accepted by:

OPTIONEE:                                                 Autobytel Inc.


By:_______________________________________       By:____________________________
   Name:__________________________________
Address:                                         Title:
                                                       Address:
__________________________________________             18872 MacArthur Boulevard
                                                       Irvine, CA 92612-1400

__________________________________________

Exhibit (d)(14)

FORM OF OPTION AGREEMENT
UNDER 1998 PLAN
[NON-QUALIFIED & ISO]

AUTOBYTEL INC.
A Delaware Corporation

AUTOBYTEL.COM INC. 1998 STOCK OPTION PLAN

EMPLOYEE STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

I

NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant:                   ____________

Vesting Commencement Date:       ____________

Exercise Price per Share :       ____________

Total Number of Shares Granted:  ____________

Total Exercise Price :           ____________

Type of Option:                  ______________________

Term/Expiration Date:            THE TENTH ANNIVERSARY OF THE DATE OF GRANT

A. Vesting Schedule:

You may exercise this Option, in whole or in part, according to the following vesting schedule:

[INSERT ONE OF THE FOLLOWING PARAGRAPHS] -

Subject to Section II, Paragraphs D., E., F. and G. hereof, fifty percent (50%) shall vest and become exercisable as of the vesting commencement date and fifty percent (50%) shall vest and become exercisable twelve (12) calendar months after the applicable vesting commencement

date. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR UNVESTED OPTIONS]

OR

Subject to Section II, Paragraphs D., E., F. and G. hereof, sixty percent (60%) shall become vested and exercisable as of the vesting commencement date, and twenty percent (20%) shall vest and become exercisable twelve (12) calendar months after the date of grant, and twenty percent (20%) shall vest and become exercisable twenty-four (24) calendar months after the date of grant. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR VESTED OPTIONS]

B. Termination Period:

You may exercise this Option for three (3) months following your termination of employment with the Company, or for such longer period upon your death or Total and Permanent Disability as provided in the Plan. In no case may you exercise this Option after the Term/Expiration Date as provided above.

II

AGREEMENT

A. Grant of Option. Autobytel Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase the total number of shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the 1998 Stock Option Plan (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), or to the extent the Option does not meet the ISO rules for some other reason, this Option shall be treated as a Nonstatutory Stock Option ("NSO").

B. Exercise of Option.

(1) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. In the event of Optionee's death, disability or other termination of the employment with the Company, this Option shall be exercisable in accordance with the applicable provisions of the Plan and this Option Agreement.

(2) Method of Exercise. This Option shall be exercisable by written notice (in the form attached as Exhibit A) which shall state the election to exercise the Option, the number of

Shares in respect of which the Option is being exercised, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

C. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(1) cash;

(2) certified, bank cashier's, or teller's check;

(3) surrender of other shares of Common Stock of the Company which (A) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised; or

(4) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the Exercise Price.

D. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by the Federal Reserve Board.

E. Termination of Relationship. As of the date of the Optionee's termination of employment with the Company, Optionee may, to the extent otherwise so entitled at the date of such termination, exercise this Option for a period of three (3) months following the date of termination. To the extent that Optionee was not entitled to exercise this Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

F. Disability of Optionee. Notwithstanding the provisions of Paragraph E. above, in the event of termination of an Optionee's employment with the Company as a result of his or her Total and

Permanent Disability, Optionee may, but only within six (6) months from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in Paragraph I. below), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination; provided, however, that if such disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an ISO such ISO shall cease to be treated as an ISO and shall be treated for tax purposes as a NSO on the day three months and one day following such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

G. Death of Optionee. In the event of termination of Optionee's employment with the Company as a result of the death of Optionee, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the date of expiration of the term of this Option as set forth in Paragraph I. below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee could exercise the Option at the date of death.

H. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

I. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. The limitations set out in Section 6.3 of the Plan regarding Options designated as ISOs and Section 4.2 of the Plan regarding Options granted to more than ten (10%) shareholders shall apply to this Option.

J. Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal and state tax consequences of exercise of this Option and disposition of the Shares.

THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(1) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability or state income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.

(2) Exercise of ISO Following Disability. If the Optionee's employment with the Company terminates as a result of disability that is not a disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO.

(3) Exercise of NSO. There may be a regular federal income tax liability and state income tax liability upon the exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(4) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares should be treated as long-term capital gain for federal and state income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares should also be treated as long-term capital gain for federal and state income tax purposes. If Shares purchased under an ISO are disposed of within such one-year period or within two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

(5) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

K. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and

Dated as of:                                 By:
            ------------------------            --------------------------------

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1998 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

--------------------                   -----------------------------
                                       Name:
                                            ------------------------
                                       Address:
                                               ---------------------

                                               ---------------------

                                               ---------------------

EXHIBIT A

1998 STOCK OPTION PLAN

EXERCISE NOTICE

Autobytel Inc.
18872 MacArthur Boulevard
Irvine, CA 92612-1400

Attention: Secretary

1. Exercise of Option. Effective as of today, ___________________________, the undersigned ("Optionee"), hereby elects to exercise Optionee's option to purchase _________ shares of the Common Stock (the "Shares") of autobytel.com inc. (the "Company") under and pursuant to the 1998 Stock Option Plan (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option Agreement dated, _____________ (the "Option Agreement").

2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

3. Rights as Shareholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5.2 of the Plan.

4. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. Optionee further agrees to notify the Company upon the disposition of any Shares acquired pursuant to the exercise of an Incentive Stock Option.

5. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

6. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company's Board of Directors or the committee thereof that administers the Plan, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.

7. GOVERNING LAW; SEVERABILITY. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE EXCLUDING THAT BODY OF LAW PERTAINING TO CONFLICTS OF LAW. SHOULD ANY PROVISION OF THIS AGREEMENT BE DETERMINED BY A COURT OF LAW TO BE ILLEGAL OR UNENFORCEABLE, THE OTHER PROVISIONS SHALL NEVERTHELESS REMAIN EFFECTIVE AND SHALL REMAIN ENFORCEABLE.

8. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.

9. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

10. Delivery of Payment. Optionee herewith delivers to the Company the full Exercise Price for the Shares.

11. Entire Agreement. The Plan and Notice of Grant/Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee

Submitted by:                                    Accepted by:

OPTIONEE:                                        Autobytel Inc.


By:                                              By:
   --------------------------------------           ----------------------------
   Name:
        ---------------------------------
Address:                                         Title:
                                                       -------------------------
-------------------------------------------            Address:
                                                       18872 MacArthur Boulevard
-------------------------------------------            Irvine, CA 92612-1400

Exhibit (d)(15)

FORM OF OPTION AGREEMENT
UNDER 1999 PLAN
[NON-QUALIFIED & ISO]

AUTOBYTEL INC.
A Delaware Corporation

AUTOBYTEL.COM INC. 1999 STOCK OPTION PLAN

EMPLOYEE STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

I

NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant:                   ____________

Vesting Commencement Date:       ____________

Exercise Price per Share :       ____________

Total Number of Shares Granted:  ____________

Total Exercise Price :           ____________

Type of Option:                  ______________________

Term/Expiration Date:            THE TENTH ANNIVERSARY OF THE DATE OF GRANT

A. Vesting Schedule:

You may exercise this Option, in whole or in part, according to the following vesting schedule:

[INSERT ONE OF THE FOLLOWING PARAGRAPHS] -

Subject to Section II, Paragraphs D., E., F. and G. hereof, fifty percent (50%) shall vest and become exercisable as of the vesting commencement date and fifty percent (50%) shall vest and become exercisable twelve (12) calendar months after the applicable vesting commencement

date. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR UNVESTED OPTIONS]

OR

Subject to Section II, Paragraphs D., E., F. and G. hereof, sixty percent (60%) shall become vested and exercisable as of the vesting commencement date, and twenty percent (20%) shall vest and become exercisable twelve (12) calendar months after the date of grant, and twenty percent (20%) shall vest and become exercisable twenty-four (24) calendar months after the date of grant. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR VESTED OPTIONS]

B. Termination Period:

You may exercise this Option for three (3) months following your termination of employment with the Company, or for such longer period upon your death or Total and Permanent Disability as provided in the Plan. In no case may you exercise this Option after the Term/Expiration Date as provided above.

II

AGREEMENT

A. Grant of Option. Autobytel Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase the total number of shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the 1999 Stock Option Plan (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), or to the extent the Option does not meet the ISO rules for some other reason, this Option shall be treated as a Nonstatutory Stock Option ("NSO").

B. Exercise of Option.

(1) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. In the event of Optionee's death, disability or other termination of the employment with the Company, this Option shall be exercisable in accordance with the applicable provisions of the Plan and this Option Agreement.

(2) Method of Exercise. This Option shall be exercisable by written notice (in the form attached as Exhibit A) which shall state the election to exercise the Option, the number of

Shares in respect of which the Option is being exercised, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

C. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(1) cash;

(2) certified, bank cashier's, or teller's check;

(3) surrender of other shares of Common Stock of the Company which (A) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised; or

(4) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the Exercise Price.

D. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by the Federal Reserve Board.

E. Termination of Relationship. As of the date of the Optionee's termination of employment with the Company, Optionee may, to the extent otherwise so entitled at the date of such termination, exercise this Option for a period of three (3) months following the date of termination. To the extent that Optionee was not entitled to exercise this Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

F. Disability of Optionee. Notwithstanding the provisions of Paragraph E. above, in the event of termination of an Optionee's employment with the Company as a result of his or her Total and

Permanent Disability, Optionee may, but only within six (6) months from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in Paragraph I. below), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination; provided, however, that if such disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an ISO such ISO shall cease to be treated as an ISO and shall be treated for tax purposes as a NSO on the day three months and one day following such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

G. Death of Optionee. In the event of termination of Optionee's employment with the Company as a result of the death of Optionee, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the date of expiration of the term of this Option as set forth in Paragraph I. below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee could exercise the Option at the date of death.

H. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

I. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. The limitations set out in Section 6.3 of the Plan regarding Options designated as ISOs and Section 4.2 of the Plan regarding Options granted to more than ten (10%) shareholders shall apply to this Option.

J. Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal and state tax consequences of exercise of this Option and disposition of the Shares.

THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(1) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability or state income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.

(2) Exercise of ISO Following Disability. If the Optionee's employment with the Company terminates as a result of disability that is not a disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO.

(3) Exercise of NSO. There may be a regular federal income tax liability and state income tax liability upon the exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(4) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares should be treated as long-term capital gain for federal and state income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares should also be treated as long-term capital gain for federal and state income tax purposes. If Shares purchased under an ISO are disposed of within such one-year period or within two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

(5) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

K. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified

adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. THIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS.

Autobytel Inc. a Delaware corporation

Dated as of: ___________________________       By:______________________________
                                               Name:____________________________
                                               Title:___________________________

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1999 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

Dated as of: _______________                      ______________________________
                                                  Name:_________________________
                                                  Address:______________________
                                                          ______________________
                                                          ______________________

EXHIBIT A

1999 STOCK OPTION PLAN

EXERCISE NOTICE

Autobytel Inc.
18872 MacArthur Boulevard
Irvine, CA 92612-1400

Attention: Secretary

1. Exercise of Option. Effective as of today, ___________________________, the undersigned ("Optionee"), hereby elects to exercise Optionee's option to purchase __________ shares of the Common Stock (the "Shares") of autobytel.com inc. (the "Company") under and pursuant to the 1999 Stock Option Plan (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option Agreement dated, ______________ (the "Option Agreement").

2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

3. Rights as Shareholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5.2 of the Plan.

4. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. Optionee further agrees to notify the Company upon the disposition of any Shares acquired pursuant to the exercise of an Incentive Stock Option.

5. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

6. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company's Board of Directors or the committee thereof that administers the Plan, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.

7. GOVERNING LAW; SEVERABILITY. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE EXCLUDING THAT BODY OF LAW PERTAINING TO CONFLICTS OF LAW. SHOULD ANY PROVISION OF THIS AGREEMENT BE DETERMINED BY A COURT OF LAW TO BE ILLEGAL OR UNENFORCEABLE, THE OTHER PROVISIONS SHALL NEVERTHELESS REMAIN EFFECTIVE AND SHALL REMAIN ENFORCEABLE.

8. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.

9. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

10. Delivery of Payment. Optionee herewith delivers to the Company the full Exercise Price for the Shares.

11. Entire Agreement. The Plan and Notice of Grant/Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee

Submitted by:                                         Accepted by:

OPTIONEE:                                             Autobytel Inc.


By:                                              By:
   --------------------------------------           ----------------------------
     Name:
          -------------------------------
Address:                                         Title:
                                                       -------------------------
-------------------------------------------            Address:
                                                       18872 MacArthur Boulevard
-------------------------------------------            Irvine, CA 92612-1400

EXHIBIT (d)(16)

FORM OF OPTION AGREEMENT
UNDER 1999 ACQUISITION RELATED PLAN
[NON-QUALIFIED STOCK OPTION]

AUTOBYTEL INC.
A Delaware Corporation

AUTOBYTEL.COM INC. 1999 EMPLOYEE AND ACQUISITION RELATED STOCK OPTION PLAN

EMPLOYEE STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

I
NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

DATE OF GRANT:                   ____________

VESTING COMMENCEMENT DATE:       ____________

EXERCISE PRICE PER SHARE:        ____________

TOTAL NUMBER OF SHARES GRANTED:  ____________

TOTAL EXERCISE PRICE:            ____________

TYPE OF OPTION:                  NONSTATUTORY STOCK OPTION

TERM/EXPIRATION DATE:            THE TENTH ANNIVERSARY OF THE DATE
                                 OF GRANT

A. Vesting Schedule:

You may exercise this Option, in whole or in part, according to the following vesting schedule:

[INSERT ONE OF THE FOLLOWING PARAGRAPHS] -

Subject to Section II, Paragraphs D., E., F. and G. hereof, fifty percent (50%) shall vest and become exercisable as of the vesting commencement date and fifty percent (50%) shall vest and become exercisable twelve (12) calendar months after the applicable vesting commencement

date. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR UNVESTED OPTIONS]

OR

Subject to Section II, Paragraphs D., E., F. and G. hereof, sixty percent (60%) shall become vested and exercisable as of the vesting commencement date, and twenty percent (20%) shall vest and become exercisable twelve (12) calendar months after the date of grant, and twenty percent (20%) shall vest and become exercisable twenty-four (24) calendar months after the date of grant. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR VESTED OPTIONS]

B. Termination Period:

You may exercise this Option for ninety (90) days following your termination of employment with the Company or any subsidiary thereof, or for such longer period upon your death or Total and Permanent Disability as provided in the Plan. In no case may you exercise this Option after the Term/Expiration Date as provided above.

II
AGREEMENT

A. Grant of Option. Autobytel Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase the total number of shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the 1999 Employee and Acquisition Related Stock Option Plan (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

B. Exercise of Option.

(1) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. In the event of Optionee's death, disability or other termination of the employment with the Company or any subsidiary thereof, this Option shall be exercisable in accordance with the applicable provisions of the Plan and this Option Agreement.

(2) Method of Exercise. This Option shall be exercisable by written notice (in the form attached as Exhibit A) which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be

accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. In the event the Company determines that it is required to withhold income tax as a result of the exercise of the Option, as a condition to the exercise thereof, the Optionee may be required to make arrangements satisfactory to the Company to enable it to satisfy such withholding requirements.

No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange or other market upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

C. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(1) cash;

(2) certified, bank cashier's, or teller's check;

(3) surrender of other shares of Common Stock of the Company which (A) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised; or

(4) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the Exercise Price.

D. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by the Federal Reserve Board.

E. Termination of Relationship. As of the date of the Optionee's termination of employment with the Company or any subsidiary thereof, Optionee may, to the extent otherwise so entitled at the date of such termination, exercise this Option for a period of ninety (90) days following the date of termination. To the extent that Optionee was not entitled to exercise this Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

F. Disability of Optionee. Notwithstanding the provisions of Paragraph E. above, in the event of termination of an Optionee's employment with the Company or any subsidiary thereof as a result of his or her Total and Permanent Disability, Optionee may, but only within six (6) months

from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in Paragraph I. below), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

G. Death of Optionee. In the event of termination of Optionee's employment or service with the Company or any subsidiary thereof as a result of the death of Optionee, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the date of expiration of the term of this Option as set forth in Paragraph I. below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee could exercise the Option at the date of death.

H. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

I. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

J. Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal and state tax consequences of exercise of this Option and disposition of the Shares.

THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(1) Exercise of the Options. There may be a regular federal income tax liability and state income tax liability upon the exercise of the Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(2) Disposition of Shares. If Shares are held for at least one year, any gain realized on disposition of the Shares should be treated as long-term capital gain for federal and state income tax purposes.

K. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified

adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by Delaware law except for that body of law pertaining to conflict of laws.

Autobytel Inc. a Delaware corporation

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1999 EMPLOYEE AND ACQUISITION RELATED STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY OR ANY SUBSIDIARY THEREOF, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S OR ANY SUBSIDIARY'S THEREOF RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

----------------        --------------------------------------------
                        Name:
                                  ----------------------------------
                        Address:
                                  ----------------------------------

                                  ----------------------------------

                                  ----------------------------------

EXHIBIT A

1999 EMPLOYEE AND ACQUISITION RELATED STOCK OPTION PLAN
EXERCISE NOTICE

AUTOBYTEL INC.
18872 MacArthur Boulevard
Irvine, CA 92612-1400

Attention: Secretary

1. Exercise of Option. Effective as of today, _______________________, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase ___________ shares of the Common Stock (the "Shares") of Autobytel Inc. (the "Company") under and pursuant to the 1999 Employee and Acquisition Related Stock Option Plan (the "Plan") and the Employee Stock Option Agreement dated, _________________ (the "Option Agreement").

2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

3. Rights as Shareholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the shares subject to the Option, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5.2 of the Plan.

4. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

5. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. This Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

6. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company's Board of Directors or the

committee thereof that administers the Plan, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.

7. Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

8. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.

9. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

10. Delivery of Payment. Optionee herewith delivers to the Company the full Exercise Price for the Shares.

11. Entire Agreement. The Plan and Notice of Grant/Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof.

Submitted by:                           Accepted by:

OPTIONEE:                               AUTOBYTEL INC.

By:                                     By:
    ---------------------------------      -------------------------------------
    Name:                               Title:
          ---------------------------          ---------------------------------
Address:                                Address:

                                        18872 MacArthur Boulevard
-----------------------------------     Irvine, CA 92612-1400

-----------------------------------

-----------------------------------

EXHIBIT (d)(17)

FORM OF OPTION AGREEMENT
UNDER 2000 PLAN
[NON-QUALIFIED & ISO]

AUTOBYTEL INC.
A Delaware Corporation

2000 STOCK OPTION PLAN

AUTOBYTEL.COM INC. EMPLOYEE STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

I
NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant:                  ____________

Vesting Commencement Date:      ____________

Exercise Price per Share:       ____________

Total Number of Shares Granted: ____________

Total Exercise Price:           ____________

Type of Option:                 __________________________________________

Term/Expiration Date:           THE TENTH ANNIVERSARY OF THE DATE OF GRANT

A. Vesting Schedule:

You may exercise this Option, in whole or in part, according to the following vesting schedule:

[INSERT ONE OF THE FOLLOWING PARAGRAPHS] -

Subject to Section II, Paragraphs D., E., F. and G. hereof, fifty percent (50%) shall vest and become exercisable as of the vesting commencement date and fifty percent (50%) shall vest and become exercisable twelve (12) calendar months after the applicable vesting commencement

date. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR UNVESTED OPTIONS]

OR

Subject to Section II, Paragraphs D., E., F. and G. hereof, sixty percent (60%) shall become vested and exercisable as of the vesting commencement date, and twenty percent (20%) shall vest and become exercisable twelve (12) calendar months after the date of grant, and twenty percent (20%) shall vest and become exercisable twenty-four (24) calendar months after the date of grant. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR VESTED OPTIONS]

B. Termination Period:

You may exercise this Option for three (3) months following your termination of employment with the Company, or for such longer period upon your death or Total and Permanent Disability as provided in the Plan. In no case may you exercise this Option after the Term/Expiration Date as provided above.

II
AGREEMENT

A. Grant of Option. Autobytel Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase the total number of shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the 2000 Stock Option Plan (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), or to the extent the Option does not meet the ISO rules for some other reason, this Option shall be treated as a Nonstatutory Stock Option ("NSO").

B. Exercise of Option.

(1) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. In the event of Optionee's death, disability or other termination of the employment with the Company, this Option shall be exercisable in accordance with the applicable provisions of the Plan and this Option Agreement.

(2) Method of Exercise. This Option shall be exercisable by written notice (in the form attached as Exhibit A) which shall state the election to exercise the Option, the number of

Shares in respect of which the Option is being exercised, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

C. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(1) cash;

(2) certified, bank cashier's, or teller's check;

(3) surrender of other shares of Common Stock of the Company which (A) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised; or

(4) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the Exercise Price.

D. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by the Federal Reserve Board.

E. Termination of Relationship. As of the date of the Optionee's termination of employment with the Company, Optionee may, to the extent otherwise so entitled at the date of such termination, exercise this Option for a period of three (3) months following the date of termination. To the extent that Optionee was not entitled to exercise this Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

F. Disability of Optionee. Notwithstanding the provisions of Paragraph E. above, in the event of termination of an Optionee's employment with the Company as a result of his or her Total and Permanent Disability, Optionee may, but only within six (6) months from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in Paragraph I. below), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination; provided, however, that if such disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an ISO such ISO shall cease to be treated as an ISO and shall be treated for tax purposes as a NSO on the day three months and one day following such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

G. Death of Optionee. In the event of termination of Optionee's employment with the Company as a result of the death of Optionee, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the date of expiration of the term of this Option as set forth in Paragraph I. below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee could exercise the Option at the date of death.

H. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

I. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. The limitations set out in Section 6.3 of the Plan regarding Options designated as ISOs and Section 4.2 of the Plan regarding Options granted to more than ten (10%) shareholders shall apply to this Option.

J. Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal and state tax consequences of exercise of this Option and disposition of the Shares.

THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(1) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability or state income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.

(2) Exercise of ISO Following Disability. If the Optionee's employment with the Company terminates as a result of disability that is not a disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the

Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO.

(3) Exercise of NSO. There may be a regular federal income tax liability and state income tax liability upon the exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(4) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares should be treated as long-term capital gain for federal and state income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares should also be treated as long-term capital gain for federal and state income tax purposes. If Shares purchased under an ISO are disposed of within such one-year period or within two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

(5) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

K. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified

adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. THIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS.

Autobytel Inc. a Delaware corporation

Dated as of:                                 By:
            ---------------------------         --------------------------------

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 2000 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

---------------------------      -----------------------------------
                                 Name:
                                      ------------------------------
                                 Address:
                                         ---------------------------

                                         ---------------------------

                                         ---------------------------

EXHIBIT A

2000 STOCK OPTION PLAN

EXERCISE NOTICE

Autobytel Inc.
18872 MacArthur Boulevard
Irvine, CA 92612-1400

Attention: Secretary

1. Exercise of Option. Effective as of today, ___________________________, the undersigned ("Optionee"), hereby elects to exercise Optionee's option to purchase _________ shares of the Common Stock (the "Shares") of autobytel.com inc. (the "Company") under and pursuant to the 2000 Stock Option Plan (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option Agreement dated, ___________ (the "Option Agreement").

2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

3. Rights as Shareholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5.2 of the Plan.

4. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. Optionee further agrees to notify the Company upon the disposition of any Shares acquired pursuant to the exercise of an Incentive Stock Option.

5. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

6. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company's Board of Directors or the committee thereof that administers the Plan, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.

7. GOVERNING LAW; SEVERABILITY. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE EXCLUDING THAT BODY OF LAW PERTAINING TO CONFLICTS OF LAW. SHOULD ANY PROVISION OF THIS AGREEMENT BE DETERMINED BY A COURT OF LAW TO BE ILLEGAL OR UNENFORCEABLE, THE OTHER PROVISIONS SHALL NEVERTHELESS REMAIN EFFECTIVE AND SHALL REMAIN ENFORCEABLE.

8. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.

9. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

10. Delivery of Payment. Optionee herewith delivers to the Company the full Exercise Price for the Shares.

11. Entire Agreement. The Plan and Notice of Grant/Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee

Submitted by:                                     Accepted by:

OPTIONEE:                                         Autobytel Inc.


By:                                          By:
    --------------------------------             -------------------------------
    Name:
         ---------------------------
Address:                                     Title:
                                                   -----------------------------
                                                   Address:
------------------------------------               18872 MacArthur Boulevard
                                                   Irvine, CA 92612-1400
------------------------------------

EXHIBIT (d)(18)

FORM OF OPTION AGREEMENT
UNDER 1999 PLAN*
[BONUS OPTION]

* BONUS OPTIONS CAN ALSO BE GRANTED UNDER THE 2000 PLAN, THE FORM OF WHICH WOULD BE THE SAME EXCEPT FOR REFERENCES TO THE 1999 PLAN.

AUTOBYTEL INC.
A Delaware Corporation

AUTOBYTEL.COM INC. 1999 STOCK OPTION PLAN

EMPLOYEE STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

I
NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant:                    ____________

Vesting Commencement Date:        ____________

Exercise Price per Share:         ____________

Total Number of Shares Granted:   ____________

Total Exercise Price:             ____________

Type of Option:                   NONSTATUTORY STOCK OPTION

Term/Expiration Date:             THE TENTH ANNIVERSARY OF THE DATE
                                  OF GRANT

A. Vesting Schedule:

You may exercise this Option, in whole or in part, according to the following vesting schedule:

[INSERT ONE OF THE FOLLOWING PARAGRAPHS] -

Subject to Section II, Paragraphs D., E., F. and G. hereof, you may exercise this Option, in whole or in part, according to the vesting schedule attached as Exhibit A hereto. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR UNVESTED OPTIONS]

OR

Subject to Section II, Paragraphs D., E., F. and G. hereof, sixty percent (60%) shall become vested and exercisable as of the vesting commencement date, and twenty percent (20%) shall vest and become exercisable twelve (12) calendar months after the date of grant, and twenty percent (20%) shall vest and become exercisable twenty-four (24) calendar months after the date of grant. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR VESTED OPTIONS]

B. Termination Period:

You may exercise this Option for three (3) months following your termination of employment with the Company, or for such longer period upon your death or Total and Permanent Disability as provided in the Plan. In no case may you exercise this Option after the Term/Expiration Date as provided above.

II
AGREEMENT

A. Grant of Option. Autobytel Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase the total number of shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the 1999 Stock Option Plan (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), or to the extent the Option does not meet the ISO rules for some other reason, this Option shall be treated as a Nonstatutory Stock Option ("NSO").

B. Exercise of Option.

(1) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. In the event of Optionee's death, disability or other termination of the employment with the Company, this Option shall be exercisable in accordance with the applicable provisions of the Plan and this Option Agreement.

(2) Method of Exercise. This Option shall be exercisable by written notice (in the form attached as Exhibit B) which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

C. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(1) cash;

(2) certified, bank cashier's, or teller's check;

(3) surrender of other shares of Common Stock of the Company which (A) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised; or

(4) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the Exercise Price.

D. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by the Federal Reserve Board.

E. Termination of Relationship. As of the date of the Optionee's termination of employment with the Company, Optionee may, to the extent otherwise so entitled at the date of such termination, exercise this Option for a period of three (3) months following the date of termination. To the extent that Optionee was not entitled to exercise this Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

F. Disability of Optionee. Notwithstanding the provisions of Paragraph E. above, in the event of termination of an Optionee's employment with the Company as a result of his or her Total and Permanent Disability, Optionee may, but only within six (6) months from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in Paragraph I. below), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination; provided, however, that if such disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an ISO such ISO shall cease to be treated as an ISO and shall be treated for tax purposes as a NSO on the day three months and one day following such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

G. Death of Optionee. In the event of termination of Optionee's employment with the Company as a result of the death of Optionee, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the date of expiration of the term of this Option as set forth in Paragraph I. below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee could exercise the Option at the date of death.

H. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

I. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. The limitations set out in Section 6.3 of the Plan regarding Options designated as ISOs and Section 4.2 of the Plan regarding Options granted to more than ten (10%) shareholders shall apply to this Option.

J. Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal and state tax consequences of exercise of this Option and disposition of the Shares.

THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(1) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability or state income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.

(2) Exercise of ISO Following Disability. If the Optionee's employment with the Company terminates as a result of disability that is not a disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the

Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO.

(3) Exercise of NSO. There may be a regular federal income tax liability and state income tax liability upon the exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(4) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares should be treated as long-term capital gain for federal and state income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares should also be treated as long-term capital gain for federal and state income tax purposes. If Shares purchased under an ISO are disposed of within such one-year period or within two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

(5) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

K. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified

adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. THIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS.

                                               Autobytel Inc.
                                               a Delaware corporation

Dated as of:                        By:
            ----------------                  ----------------------------------
                                    Name:
                                              ----------------------------------
                                    Title:
                                              ----------------------------------

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1999 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

----------------        --------------------------------------------
                        Name:
                                  ----------------------------------
                        Address:
                                  ----------------------------------

                                  ----------------------------------

                                  ----------------------------------

EXHIBIT A

VESTING SCHEDULE

Your Options shall vest fully on the fifth (5th) anniversary of the date of grant, subject to your continued employment as an executive of the Company; provided however that based on your continued employment as an executive of the Company, the vesting of your Options shall accelerate in six
(6) installments with ______________ (______) shares subject to each of the first and second installments and _______________________________ (______) shares subject to each of the third, fourth, fifth and sixth installments, as follows:

(i) the first installment will vest immediately and fully upon the six (6) month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the average trading price (as determined by averaging either the closing price or bid-ask midpoint) of the Company's common stock for the ten trading days (the "Average Trading Price") preceding any such anniversary date exceeds the Exercise Price by at least 100%;

(ii) the second installment will vest immediately and fully upon the twelve (12) month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the Average Trading Price preceding any such anniversary date exceeds the Exercise Price by at least 200%;

(iii) the third installment will vest immediately and fully upon the eighteen (18) month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the Average Trading Price preceding any such anniversary date exceeds the Exercise Price by at least 300%;

(iv) the fourth installment will vest immediately and fully upon the twenty-four (24) month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the Average Trading Price preceding any such anniversary date exceeds the Exercise Price by at least 400%;

(v) the fifth installment will vest immediately and fully upon the thirty (30) month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the Average Trading Price preceding any such anniversary date exceeds the Exercise Price by at least 500%; and

(vi) the sixth installment will vest immediately and fully upon the thirty-six (36) month anniversary of the date of grant, or any six month anniversary of such date thereafter, if the Average Trading Price preceding any such anniversary date exceeds the Exercise Price by at least 600%.

EXHIBIT B

1999 STOCK OPTION PLAN
EXERCISE NOTICE

Autobytel Inc.
18872 MacArthur Boulevard
Irvine, CA 92612-1400

Attention: Secretary

1. Exercise of Option. Effective as of today, ___________________________, the undersigned ("Optionee"), hereby elects to exercise Optionee's option to purchase __________ shares of the Common Stock (the "Shares") of autobytel.com inc. (the "Company") under and pursuant to the 1999 Stock Option Plan (the "Plan") and the [ ] Incentive [ ] [X] Nonstatutory Stock Option Agreement dated, ______________ (the "Option Agreement").

2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

3. Rights as Shareholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5.2 of the Plan.

4. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. Optionee further agrees to notify the Company upon the disposition of any Shares acquired pursuant to the exercise of an Incentive Stock Option.

5. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

6. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company's Board of Directors or the committee thereof that administers the Plan, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.

7. GOVERNING LAW; SEVERABILITY. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE EXCLUDING THAT BODY OF LAW PERTAINING TO CONFLICTS OF LAW. SHOULD ANY PROVISION OF THIS AGREEMENT BE DETERMINED BY A COURT OF LAW TO BE ILLEGAL OR UNENFORCEABLE, THE OTHER PROVISIONS SHALL NEVERTHELESS REMAIN EFFECTIVE AND SHALL REMAIN ENFORCEABLE.

8. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.

9. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

10. Delivery of Payment. Optionee herewith delivers to the Company the full Exercise Price for the Shares.

11. Entire Agreement. The Plan and Notice of Grant/Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee

Submitted by:                                             Accepted by:

OPTIONEE:                                                 Autobytel Inc.

By:                                     By:
   -----------------------------------         ---------------------------------
   Name:                                Title:
         -----------------------------         ---------------------------------
Address:
                                              Address:
--------------------------------------        18872 MacArthur Boulevard
                                              Irvine, CA 92612-1400
--------------------------------------

--------------------------------------

EXHIBIT (d)(19)

FORM OF OPTION AGREEMENT
UNDER 1996 PLAN*
[NON-EMPLOYEE DIRECTOR OPTION]

* NON-EMPLOYEE DIRECTOR OPTIONS CAN ALSO BE GRANTED UNDER THE 2000 PLAN, THE FORM OF WHICH WOULD BE THE SAME EXCEPT FOR REFERENCES TO THE 1996 PLAN.

AUTOBYTEL INC.
A Delaware Corporation

AUTO-BY-TEL CORPORATION 1996 STOCK INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

I
NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

       Date of Grant:                    ____________

       Vesting Commencement Date:        ____________

       Exercise Price per Share:         ____________

       Total Number of Shares Granted:   ____________

       Total Exercise Price:             ____________

       Type of Option:                   NONSTATUTORY STOCK OPTION

       Term/Expiration Date:             THE TENTH ANNIVERSARY OF THE DATE
                                         OF GRANT

A.    Vesting Schedule:

You may exercise this Option, in whole or in part, according to the following vesting schedule:

[INSERT ONE OF THE FOLLOWING PARAGRAPHS] -

Subject to Section II, Paragraphs D., E., F. and G. hereof, fifty percent (50%) shall become vested and exercisable as of the vesting commencement date and fifty percent (50%) shall vest and become exercisable twelve (12) calendar months after the applicable vesting commencement date. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR VESTED OPTIONS]

OR

Subject to Section II, Paragraphs D., E., F. and G. hereof, one hundred percent (100%) shall become vested and exercisable twelve (12) calendar months after the vesting commencement date. [THIS PARAGRAPH IS THE VESTING SCHEDULE FOR NEW OPTIONS ISSUED IN EXCHANGE FOR UNVESTED OPTIONS]

B. Termination Period:

You may exercise this Option for three (3) months following your termination of employment with the Company, or for such longer period upon your death or Disability as provided in the Plan. In no case may you exercise this Option after the Term/Expiration Date as provided above.

II
AGREEMENT

A. Grant of Option. Autobytel Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase the total number of shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the 1996 Stock Incentive Plan (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), or to the extent the Option does not meet the ISO rules for some other reason, this Option shall be treated as a Nonstatutory Stock Option ("NSO").

B. Exercise of Option.

(1) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. In the event of Optionee's death, disability or other termination of the employment with the Company, this Option shall be exercisable in accordance with the applicable provisions of the Plan and this Option Agreement.

(2) Method of Exercise. This Option shall be exercisable by written notice (in the form attached as Exhibit A) which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

C. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(1) cash;

(2) certified, bank cashier's, or teller's check;

(3) surrender of other shares of Common Stock of the Company which (A) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised; or

(4) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the Exercise Price.

D. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by the Federal Reserve Board.

E. Termination of Relationship. As of the date of the Optionee's termination of employment with the Company, Optionee may, to the extent otherwise so entitled at the date of such termination, exercise this Option for a period of three (3) months following the date of termination. To the extent that Optionee was not entitled to exercise this Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

F. Disability of Optionee. Notwithstanding the provisions of Paragraph E. above, in the event of termination of an Optionee's employment with the Company as a result of his or her Disability, Optionee may, but only within six (6) months from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in Paragraph I. below), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination; provided, however, that if such disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an ISO such ISO shall cease to be treated as an ISO and shall be treated for tax purposes as a NSO on the day three months and one day following such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

G. Death of Optionee. In the event of termination of Optionee's employment with the Company as a result of the death of Optionee, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the date of expiration of the term of this Option as set forth in Paragraph I. below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee could exercise the Option at the date of death.

H. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

I. Acceleration of Vesting Upon a Change of Control. In the event there occurs a Change in Control of the Company (as hereafter defined) fifty percent (50%) of all Shares subject to the Option shall vest and become exercisable upon the effective date of any such Change in Control. For purposes of this Option Agreement, "Change in Control" shall be defined as:

(1) When any "person" as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof (including a "group" as defined in Section 13(d) of the Exchange Act, but excluding the Company, any Subsidiary or any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including any trustee of such plan acting as trustee), and also excluding Peter R. Ellis or John C. Bedrosian) directly or indirectly, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act, as amended from time to time), of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities.

(2) The individuals who, as of January 1, 2000, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board; provided however, that any individual becoming a director subsequent to such date, whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall not, for purposes of this section, be counted in determining whether the Incumbent Board constitutes a majority of the Board.

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a "Business Combination"), in each case, unless, following such Business Combination:

(a) all or substantially all of the individuals and entities who were the beneficial owners of the then outstanding shares of common stock of the Company and the beneficial owners of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors, respectively, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or indirectly or through one or more subsidiaries); and

(b) no person (excluding any employee benefit plan or related trust of the Company or such corporation resulting from such Business

Combination) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the corporation except to the extent that such ownership existed prior to the Business Combination; or

(4) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

J. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. The limitations set out in Section 6(a) of the Plan regarding Options designated as ISOs and Section 5, 8 and 9(a) of the Plan regarding Options granted to more than ten (10%) shareholders shall apply to this Option.

K. Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal and state tax consequences of exercise of this Option and disposition of the Shares.

THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(1) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability or state income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.

(2) Exercise of ISO Following Disability. If the Optionee's employment with the Company terminates as a result of disability that is not a disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO.

(3) Exercise of NSO. There may be a regular federal income tax liability and state income tax liability upon the exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to

withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(4) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares should be treated as long-term capital gain for federal and state income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares should also be treated as long-term capital gain for federal and state income tax purposes. If Shares purchased under an ISO are disposed of within such one-year period or within two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

(5) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

L. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. THIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS.

Autobytel Inc. a Delaware corporation

Dated as of:                            By:
             --------------------             ----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1996 STOCK INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

Dated as of:                            Name:
             -----------------                  --------------------------------
                                        Address:
                                                --------------------------------

                                                --------------------------------

                                                --------------------------------

EXHIBIT A

1996 STOCK INCENTIVE PLAN
EXERCISE NOTICE

Autobytel Inc.
18872 MacArthur Boulevard
Irvine, CA 92612-1400

Attention: Secretary

1. Exercise of Option. Effective as of today, _________________, the undersigned ("Optionee"), hereby elects to exercise Optionee's option to purchase _________ shares of the Common Stock (the "Shares") of autobytel.com inc. (the "Company") under and pursuant to the 1996 Stock Incentive Plan (the "Plan") and the [X] Incentive [ ] Nonstatutory Stock Option Agreement dated, ____________ (the "Option Agreement").

2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

3. Rights as Shareholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan.

4. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. Optionee further agrees to notify the Company upon the disposition of any Shares acquired pursuant to the exercise of an Incentive Stock Option.

5. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

6. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company's Board of Directors or the committee thereof that administers the Plan, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.

7. GOVERNING LAW; SEVERABILITY. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE EXCLUDING THAT BODY OF LAW PERTAINING TO CONFLICTS OF LAW. SHOULD ANY PROVISION OF THIS AGREEMENT BE DETERMINED BY A COURT OF LAW TO BE ILLEGAL OR UNENFORCEABLE, THE OTHER PROVISIONS SHALL NEVERTHELESS REMAIN EFFECTIVE AND SHALL REMAIN ENFORCEABLE.

8. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.

9. Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

10. Delivery of Payment. Optionee herewith delivers to the Company the full Exercise Price for the Shares.

11. Entire Agreement. The Plan and Notice of Grant/Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee

Submitted by:                             Accepted by:

OPTIONEE:                                 Autobytel Inc.

By:                                       By:
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   Name:                                  Title:
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   Address:
                                                Address:
   ----------------------------------           18872 MacArthur Boulevard
                                                Irvine, CA 92612-1400
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