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                                                                   EXHIBIT 10.17

                              AUTOTRADER.COM, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN

1.       PURPOSE OF THE PLAN

         The purpose of the AutoTrader.com, Inc. 2000 Employee Stock Purchase
Plan is to provide a method by which eligible employees of AutoTrader.com, Inc.
may purchase shares of Class A Common Stock of the Company by payroll
deductions. This means eligible employees will be given an opportunity to
acquire an ownership interest in the Company and a further incentive to promote
the best interest of the Company. The Plan is intended to meet the requirements
for an "employee stock purchase plan" under Section 423 of the Internal Revenue
Code of 1986, as amended, and is to be interpreted and applied consistent with
those requirements.

2.       DEFINITIONS

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

         "COMMITTEE" means the committee designated by the Board of Directors of
the Company to administer the Plan, or any subcommittee thereof.

         "COMPANY" means AutoTrader.com, Inc. or any successor to it in
ownership of substantially all of its assets, whether by merger, consolidation
or otherwise.

         "EFFECTIVE DATE" means the date specified in Section 18 hereof.

         "ELIGIBLE EMPLOYEE" means any employee of the Company regularly
scheduled to work at least 20 hours per week, including any such person who is
on an authorized leave of absence. Notwithstanding the foregoing, any employee
of the Company who, after purchasing Shares under the Plan, would own 5 percent
or more of the total combined voting power or value of all classes of stock of
the Company, or any parent corporation or subsidiary corporation thereof, is not
eligible to participate in the Plan. Ownership of stock is determined in
accordance with the provisions of Section 424(d) of the Code. For all Plan
purposes, the terms "parent corporation" and "subsidiary corporation" have the
meanings set forth in Sections 424(e) and (f) of the Code, respectively.

         "ENTRY DATE" means one of four dates on which Eligible Employees may
commence participation under the Plan, including the first such date and the
dates that occur six months, 12 months and 18 months after such first date. The
Committee shall be authorized to designate the first date on which Eligible
Employees may commence participation in the Plan.

         "FAIR MARKET VALUE" means the average of the closing prices per Share
as reflected by composite transactions on the Nasdaq Stock Market's National
Market throughout a period of the ten (10) trading days ending (a) on and
including any Grant Date or (b) on and including the last day of the Offering
Period, as applicable pursuant to Section 5.


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         "GRANT DATE" means one of the four dates on which Shares will be
offered to Eligible Employees for purchase under the Plan, including the first
such date and the dates that occur six months, 12 months and 18 months after
such first date. The Committee shall be authorized to designate the first date
on which shares will be offered to Eligible Employees for purchase under the
Plan.

         "OFFERING PERIOD" means, with respect to each Eligible Employee, the
period that begins on the Entry Date applicable to the Eligible Employee and
that ends on the day immediately preceding the Purchase Date.

         "PARTICIPATING EMPLOYEE" means an employee who has satisfied the
eligibility conditions of Section 3 of this Plan, has signed a subscription
agreement and has begun payroll deductions.

         "PLAN" means the AutoTrader.com, Inc. 2000 Employee Stock Purchase
Plan, as hereafter amended.

         "PURCHASE DATE" means the second anniversary of the first Entry Date.

         "SHARES" means Class A Common Stock of the Company.

3.       ELIGIBILITY TO PARTICIPATE

         Any Eligible Employee of the Company who is employed on a Grant Date is
eligible to participate in the Plan as of the Entry Date that immediately
follows such Grant Date. If such Eligible Employee elects not to participate on
such Entry Date, he or she will not be permitted to commence participation in
the Plan at any later date within the Offering Period. If such an Eligible
Employee elects not to participate, then terminates employment and is
subsequently rehired prior to the Purchase Date, then such Eligible Employee
also will not be able to participate in the Plan.

4.       NUMBER OF SHARES TO BE OFFERED

         An aggregate of 175,000 Shares will be offered for subscription under
the Plan, subject to adjustment as provided in Section 17 of the Plan.

5.       PURCHASE PRICE

         The purchase price per Share offered for purchase under the Plan with
respect to any Grant Date will be the lower of 85 percent of the Fair Market
Value of the Share as of such Grant Date or 90 percent of the Fair Market Value
of the Share at the end of the Offering Period.

6.       OFFERING OF SHARES FOR SUBSCRIPTION

         Shares will be offered to Eligible Employees for subscription during
the period beginning with the applicable Grant Date and ending on the date 45
days after that Grant Date (the "Subscription Period"). To subscribe, an
Eligible Employee must complete, sign and deliver a


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subscription agreement to the Company no later than the last day of the
Subscription Period. In the subscription agreement, the Eligible Employee shall
indicate the dollar amount per pay period which the Eligible Employee is
subscribing to contribute under the Plan (the "Subscription Amount").

7.       METHOD OF PAYMENT

         Payment of a Participating Employee's Subscription Amount will be made
through payroll deductions, and an employee's participation in the Plan is
contingent on the employee providing the Company with written authorization to
withhold payroll deductions. The maximum amount per payroll that a Participating
Employee may deduct from his or her payroll is $250. Notwithstanding the
foregoing, a Participating Employee may arrange to pay any installment due for
any payroll period directly to the Company in the event the Participating
Employee is on an authorized unpaid leave of absence during such payroll period.

8.       LIMIT ON AMOUNT OF SHARES SUBSCRIBED

         Notwithstanding a Participating Employee's subscription agreement, the
maximum amount that may be withheld from a Participating Employee's pay or
otherwise paid to the Company for the purchase of Shares under the Plan shall be
$13,000 (i.e., $250 x 52). In the event of an oversubscription of Shares, each
Participating Employee's subscription shall be reduced on a pro rata basis so
that the total number of Shares subject to subscription does not exceed the
maximum number of Shares authorized under Section 4 of the Plan.

9.       PURCHASE OF SHARES

         Unless a Participating Employee previously has withdrawn from the Plan
as provided in Section 10 or otherwise has had his or her participation
terminated as provided in Section 12, a Participating Employee will be deemed to
have exercised his or her right to purchase Shares as of the Purchase Date. The
number of Shares purchased by the Participating Employee generally shall be
equal to the whole number of Shares that may be purchased with the total amount
of withheld payments made by the Participating Employee under the Plan that have
not been refunded to the Participating Employee. Any amount remaining after the
purchase of full Shares will be refunded to the Participating Employee without
interest.

10.      CHANGE IN PARTICIPATION AND WITHDRAWAL FROM PLAN

         A Participating Employee may reduce his or her Subscription Amount at
any time, but on a prospective basis only, by giving written notice to that
effect to the Company. Such a reduction shall take effect as soon as is
administratively feasible following the date as of which the Company is so
notified. A Participating Employee may withdraw from the Plan and cancel his or
her subscription at any time prior to the Purchase Date by giving written notice
of cancellation to the Company. In such event, the Participating Employee may
elect to have the entire amount he or she has paid into the Plan to date
refunded to the employee in cash without interest. Should any installment be due
and unpaid for 30 days (as in the case of an unpaid leave of absence) without
satisfactory arrangement for the payment being made within such period, the
subscription shall be canceled automatically, the amount previously paid into
the Plan shall be


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refunded without interest to the employee in cash and the employee shall have no
right to purchase Shares under the Plan.

11.      RIGHTS NOT TRANSFERABLE

         A Participating Employee's rights under the Plan belong to the
Participating Employee alone and may not be transferred or assigned to any other
person during the Participating Employee's lifetime. After Shares have been
issued under the Plan, such Shares may be transferred or assigned the same as
any other Shares.

12.      TERMINATION OF RIGHTS

         In the case of termination of employment, including retirement or
death, the Participating Employee or his or her beneficiary may elect within 30
days after the happening of such event to (i) receive in cash the full amount
paid into the Plan by the Participating Employee, or (ii) have the amount paid
into the Plan applied to the purchase of full Shares with any remaining funds
refunded in cash to the Participating Employee or to his or her beneficiary
without interest; provided, that if a termination of employment occurs prior to
the end of an Offering Period, the purchase price of any Shares acquired after
such termination shall be equal to 85 percent of the Fair Market Value of the
Share as of the Grant Date. A failure to make such election within such 30-day
period will be treated as notice of cancellation and the full amount paid into
the Plan will be refunded without interest in cash to the Participating
Employee. Each Participating Employee shall be permitted to designate his or her
beneficiary under this Section 12, which designation shall be made in writing on
a form prepared by or satisfactory to the Company and shall be delivered to the
Company. In the event a Participating Employee does not so designate a
beneficiary, any election rights under this Section 12 otherwise subject to
delegation to a beneficiary will be deemed delegated to the Participating
Employee's estate.

13.      ISSUANCE OF SHARES

         As soon as is administratively feasible after the purchase of any
Shares under the Plan, the Participating Employee or beneficiary will be issued
a stock certificate for the number of Shares purchased. The Shares will be
issued only in the name of the Participating Employee, or if directed by the
Participating Employee or beneficiary, in the Participating Employee's or
beneficiary's name and in the name of one other person as tenants by the
entireties or joint tenants with right of survivorship.

14.      APPLICATION OF FUNDS

         All funds held or received by the Company under this Plan may be used
for any corporate purpose until applied to the purchase of Shares or refunded to
Participating Employees and shall not be segregated from the general assets of
the Company.


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15.      ADMINISTRATION

         The Plan shall be administered by the Committee, which shall prescribe
such rules as it deems necessary to administer the Plan and shall have the sole
and discretionary authority to resolve any questions regarding the
interpretation or application of the terms of the Plan.

16.      AMENDMENT OR DISCONTINUANCE OF PLAN

         The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice; provided, that no
Participating Employee's then- existing rights are adversely affected without
his or her consent, and provided further that any amendment of the Plan, except
as is provided in this Section 16 of the Plan, shall be subject to shareholder
approval to the extent required by any Federal or state law or the rules of the
national securities exchange or market on which the Shares are listed.

17.      ADJUSTMENT OF SUBSCRIPTIONS

         In the event of reorganization, recapitalization, stock split, stock
dividend, merger, consolidation or any other change in the structure of Shares
of the Common Stock of the Company, the Board of Directors of the Company may
make such adjustment as it may deem appropriate in the number, kind and
subscription price of Shares available for purchase under the Plan.

18.      EFFECTIVE DATE

         The Plan shall become effective upon the approval of the Board of
Directors of the Company.


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