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                                                                   EXHIBIT 10.46

[AUTOWEB LETTERHEAD]

January 16, 2001


Fred Ruffin
Vice President of Human Resources & Administration
3270 Jay Street
Santa Clara, CA 95054

Dear Fred:

You qualify to participate in the Autoweb.com, Inc. Change of Control Benefit
Plan (the "Plan"). A copy of the Plan is attached. The Board of Directors
established the Plan in May 2000.

This letter sets forth the benefits to which you may become entitled if you
decide to participate in the Plan. If you choose not to participate in the
Plan, the terms of your original offer letter will control your compensation,
if any, upon a Change of Control.

Upon a Change of Control, seventy-five percent (75%) of your outstanding,
unvested stock options and shares of restricted stock, if any, shall be deemed
vested. This acceleration of vesting shall occur on a "grant-by-grant" and
"tranche-by-tranche" basis. Accordingly, if you have received more than one
stock option grant, seventy-five percent (75%) of the outstanding, unvested
options from each grant shall be deemed vested upon a Change of Control. If you
have received a stock option grant that vests pro rata or periodically,
seventy-five percent (75%) of the outstanding, unvested options from each
vesting tranche shall be deemed vested upon a Change of Control. For example,
assume you received a grant of 3000 options on May 1, 2000 and that the options
vest one-third on May 1, 2001, one-third on May 1, 2002 and one-third on May 1,
2003. Assume also that a Change of Control occurs on September 1, 2001 and
while you are still a Participant. In that case, 750, i.e., seventy-five
percent (75%), of the options that would have vested on May 1, 2002 and 750,
i.e., 75%, of the options that would have vested on May 1, 2003 would be deemed
vested as of September 1, 2001.

If, within one year following a Change of Control, the Company terminates your
employment without Cause (other than due to death or Disability) or if you
terminate your employment for Good Reason, as defined under the Plan, all of
your outstanding, unvested stock options and shares of restricted stock, if
any, shall be deemed vested as of your Date of Termination.

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[AUTOWEB.COM LOGO]                                                   Fred Ruffin
                                                                January 16, 2001
                                                                          Page 2


In addition, within thirty (30) days of your Date of Termination, you shall be
paid a cash lump sum (less taxes required to be withheld) equal to the aggregate
of:

      a)    Any unpaid Base Salary through your Date of Termination;

      b)    An amount equal to your annual incentive for the most recently
            completed year multiplied by a fraction, the numerator of which is
            the number of days in the current year through your Date of
            Termination, and the denominator of which is 365, not to exceed 35%
            of your total annual Base Salary;

      c)    An amount equal to one (1) times your Base Salary; and

      d)    Any accrued vacation pay, earned commissions and unreimbursed
            business expenses.

Your participation in, and rights under, the Plan are subject to the terms and
conditions of the Plan, a copy of which is enclosed. This letter is not a
contract of employment, nor does it confer any rights except as provided by the
Plan. Capitalized terms in this letter have the meanings set forth in the Plan.
In the event of any inconsistency between this letter and the Plan, the Plan
shall control. Your original offer of employment letter remains in place along
with the terms and conditions, therein. The Plan is triggered only upon the
terms and conditions set forth therein upon a Change of Control. If you have
any questions regarding the Plan, contact Fred Ruffin, Vice President Human
Resources. If you wish to participate in the Plan, please sign and return a
copy of this letter to Human Resources.

Sincerely,

/s/ JEFFREY SCHWARTZ

Jeffrey Schwartz
Chief Executive Officer

Dated: 1/16/01                By: /s/ FRED RUFFIN
                                 -----------------------------------------
                                 Fred Ruffin
                                 Vice President of Human Resources
                                 & Administration



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To:       Fred Ruffin, Vice President of Human Resources

From:     Meri E. Glade, Vice President of Legal Affairs and General Counsel

Date:     April 5, 2001

Re:       Change of Control Benefit Plan

     The undersigned, who elected to become a Participant in the Autoweb.com,
Inc. Change of Control Benefit Plan (the "Plan") by executing a letter dated
January 16, 2001 (the "COC Letter"), hereby acknowledges that it was the intent
of all parties to the COC Letter that the choice to receive the benefits of the
COC Letter in the event of a Change of Control would also constitute an
agreement to forego the terms specified with respect to payments upon a
termination of employment in, and to that extent supersede, the Participant's
original offer of employment letter (the "Offer Letter") and to forego
severance or similar benefits under any other agreement with the Company or
under any plan or policy of the Company now or hereafter in effect. The
undersigned hereby agrees that the COC Letter, and not the Offer Letter, shall
govern any termination of employment following a Change of Control. Capitalized
terms not otherwise defined in this letter have the meanings set forth in the
Plan.

Sincerely,

Signature:  /s/ FRED RUFFIN
          ---------------------------
Name:   Fred Ruffin
     --------------------------------
Dated:  4/5/01
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                                           AUTOWEB.COM, INC.

                                           By:  /s/ JEFFREY SCHWARTZ
                                              ----------------------------------
                                               Jeffrey Schwartz
                                               Chief Executive Officer

                                           Dated:  4/6/01
                                                 -------------------------------