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                                                                   EXHIBIT 10.31

                     [LETTERHEAD OF DRIVEWAY CORPORATION]


Jan. 30, 2000

Michael Vanneman
[***]
[***]

Mike,

I am pleased to confirm our offer to have you join Driveway Corporation in the
capacity of Vice President of Sales. Your start date will be Feb. 2, 2000 or
sooner. You will be reporting directly to me in my capacity as President and
CEO. You will be managing all aspects of Sales including Advertising, Premium
Service Sales, and Opt-in Programs.  You will be expected to build and manage
the Sales organization and continue to develop and evolve the Sales model for
the company.

Your annual compensation target will be $300,000 per year.  This will include a
$180,000 annual base salary and additional target commission of $120,000 paid
against performance relative to revenue objectives. I will also recommend to the
Driveway Corporation board of directors that you be granted options on 220,000
shares of common stock. These options will be subject to a four (4) year vesting
period with shares vesting monthly. We would include in this option grant some
protection against the termination of your position after an acquisition of the
company by another entity. In this event, you would receive accelerated vesting
of 50% of your then remaining unvested options. We will include in the
definition of termination of your position the relocation of your position
outside the San Francisco Bay area. Also, in the event of the above termination,
you will receive salary continuation for the six month period following the
effective date of the termination of your employment so long as you remain
unemployed.

I will also recommend to the Board that you be extended an additional grant
totaling 100,000 shares that vest on a seven-year cliff. Accelerated vesting
would apply to 50,000 shares at Dec. 31, 2000 and 50,000 shares at Dec. 31, 2001
contingent on your achieving the revenue plans for those years.

You will be eligible for a full range of health, life, dental, and vision
insurance as well as other benefits.  Be advised that a condition of employment
is the execution of a Proprietary Information and Inventions Agreement.

I am very excited by the prospects of having you join our senior team and look
forward to working with you.  Please acknowledge acceptance by counter signing
and returning a copy of this letter.

Sincerely,

/s/ Christopher S. Logan

Christopher S. Logan
President & CEO
                                        Acknowledged and accepted,

                                        /s/ Mike Vanneman        2/1/00
                                        -------------------------------
                                        Mike Vanneman            Date


CONFIDENTIAL TREATMENT                  **Confidential treatment has been
HAS BEEN REQUESTED FOR                  requested with respect to the
CERTAIN PORTIONS OF THIS                information contained within the
DOCUMENT                                "[**]" markings. Such marked portions
                                        have been omitted from this filing and
                                        have been filed separately with the
                                        Securities and Exchange Commission