<PAGE>
Confidential Treatment Requested
                                                                   Exhibit 10.37


              AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT


         THIS AGREEMENT ("Agreement") is made effective as of this 30th day of
June 2000 ("Effective Date") by and between Autoweb.com, Inc. ("Autoweb") a
Delaware corporation having its principal place of business at 3270 Jay Street,
Santa Clara, CA 95054, and CarsDirect.com, Inc., a Delaware corporation having
its principal place of business at 10567 Jefferson Boulevard, Culver City, CA,
90232 ("CarsDirect"). Autoweb and CarsDirect may be referred to individually as
a "Party" and collectively as the "Parties." Capitalized terms used but not
defined in the body of this Agreement are as defined on Exhibit B hereto.

                                    RECITALS

         WHEREAS, Autoweb is a consumer automotive Internet service;

         WHEREAS, CarsDirect is a consumer automotive Internet service;

         WHEREAS, the Parties have previously entered into that certain
Strategic Co-Marketing Agreement dated as of March 16, 2000 (the "Prior
Agreement") for the purpose of creating a long-term commercial and strategic
relationship which leverages Autoweb's ability to generate a significant number
of "buy" oriented consumers and CarsDirect's ability to offer consumers a
valuable online automotive e-commerce transaction experience;

         WHEREAS, pursuant to the terms of the Prior Agreement, CarsDirect has
previously delivered to Autoweb a stock certificate representing 576,701 shares
of CarsDirect Series D Preferred Stock (the "Stock Certificate"); and

         WHEREAS, the Parties desire to amend and restate the Prior Agreement as
provided herein.

         NOW, THEREFORE, in reliance upon the foregoing facts, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in consideration of the mutual agreements hereinafter set
forth, the Parties agree as follows:


                                    AGREEMENT

1.       EXCLUSIVITY AND PROMOTION

         1.1  CarsDirect Restrictions.  During the Term, CarsDirect shall not
              -----------------------
              fulfill a Direct Buying Channel on the website(s) of [ ** ]
              ("Autoweb Competitor"). The provisions contained in this Section
              1.1 shall be of no further force or effect in the event of a
              Change of Control of Autoweb Competitor.

         1.2  Autoweb Restrictions.  During the Term, Autoweb shall not (i)
              --------------------
              itself or through the engagement of any third party other than
              CarsDirect fulfill a Direct Buying Channel on the Autoweb Site or
              (ii) provide a Direct Buying Channel on the Autoweb Site other
              than as fulfilled by CarsDirect; provided, however, Autoweb may
              refer such Visitors to a third party

                                                                               1

                                  CONFIDENTIAL

**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.
<PAGE>

             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

              so long as (a) such Visitors voluntarily  select an  Automotive
              Buying Channel other than the Direct Buying Channel ("Alternative
              Automotive Buying Channel") and (b) such third party processes
              such Visitors in a manner consistent with such Alternative Auto-
              motive Buying Channel. To the extent that a third party which pro-
              vides a Direct Buying Channel on the Web, fulfills an Automotive
              Buying Channel on the Autoweb Site which is not a Direct Buying
              Channel, that third party shall be treated in an equal manner to
              all other vendors fulfilling that Automotive Buying Channel. In
              the event that Portal Restrictions exclude CarsDirect from
              accessing Visitors in connection with one or more of Autoweb's
              third party website traffic relationships, such Visitors shall
              not be presented with a Direct Buying Channel on the Autoweb Site.

              Notwithstanding the foregoing contained in this Section 1.2,
              Autoweb may engage any third party to fulfill a Direct Buying
              Channel on the Autoweb Site presented to consumers who request to
              purchase an Automobile in Dark Areas or Non-Serviced Areas (a
              "Third-Party Engagement"). In the event that CarsDirect accepts
              Direct Consumers in any former Dark Area, Autoweb, shall use best
              efforts to discontinue any Third-Party Engagement in such former
              Dark Area as soon as possible but in no event later than three (3)
              months following a request by CarsDirect. In the event that
              CarsDirect accepts Direct Consumers in any former Non-Serviced
              Area, Autoweb shall use best efforts to discontinue any
              Third-Party Engagement in such former Non-Serviced Area as soon as
              possible but in no event later than three (3) months following a
              request by CarsDirect. Also, no Automobile manufacturer
              relationships are restricted and existing relationships may
              continue.

              Autoweb shall provide CarsDirect (i) no less than [ ** ] prior
              written notice of any Third Party Engagement and (ii) the first
              opportunity to fulfill Direct Buying Channel Services in the
              geographic area(s) subject to the notice.

         1.3  Autoweb Direct Channel Promotion.  It is understood  that Autoweb
              --------------------------------
              will continue to provide consumers with multiple methods for
              purchasing an Automobile ("Buying Method(s)") on the Autoweb Site
              ("Automotive Buying Channels"). These Automotive Buying Channels
              include or may include the Referral Buying Channel (where the
              consumer's personal and desired Automobile information are
              gathered by Autoweb; the consumer is provided a single or
              presented with multiple vendors; and the consumer is forwarded to
              a vendor to consummate the purchase), the Direct Buying Channel
              (where some level of personal information may be gathered by
              Autoweb from the consumer; the consumer is presented with an
              upfront price for an Automobile from a single vendor and the
              consumer purchases the Automobile through that vendor, such
              purchase occurring without interaction by the consumer with an
              Automobile dealer), auctions, reverse auctions, classified
              listings or Automobile manufacturer build-to-order. Any Automotive
              Buying Channel may incorporate a database of dealer inventory.

              For the Term of this Agreement, Autoweb will provide similar or
              more prominent fixed placement promotion for the CarsDirect Direct
              Buying Channel versus every other Automotive Buying Channel on the
              Autoweb Site (including any fixed positions in the Buy Section).
              Autoweb will provide no choice comparison of Automotive Buying
              Channels which disadvantages the CarsDirect Direct Buying Channel
              by presenting it below the fold versus other choices above the
              fold. Excluding Dark Areas, Non-Serviced Areas and Portal
              Restrictions, throughout the Autoweb Site, Autoweb will expose an
              equal or greater percentage of Visitors to the Autoweb Site to the
              CarsDirect Direct Buying Channel relative to any other Automotive
              Buying Channel. CarsDirect shall receive no promotion which is

                                                                               2

                                  CONFIDENTIAL

**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.
<PAGE>

            AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

              expressly prohibited by existing or future (i) written agreements
              with third parties providing website traffic to Autoweb ("Portal
              Restrictions") or (ii) applicable laws or, where adjudicated as
              legally binding upon Autoweb by a court of competent jurisdiction,
              written Automobile manufacturer restrictions specific to
              revocation of Automobile dealer licenses ("Regulatory
              Restrictions"). Autoweb will seek to ensure that the CarsDirect
              Direct Buying Channel is not restricted by existing or future
              Portal Restriction. Further, Autoweb will use best efforts to
              enable CarsDirect and the CarsDirect Direct Buying Channel to
              comply with existing and future Portal Restrictions. Additionally,
              Autoweb will work with CarsDirect to ensure that CarsDirect and
              the CarsDirect Direct Buying Channel comply with existing and
              future Regulatory Restrictions.

         1.4  CarsDirect Referral Channel Promotion.  CarsDirect will offer to
              -------------------------------------
              Autoweb the non-exclusive opportunity to fulfill any Referral
              Buying Channel it provides to consumers on the CarsDirect Site or
              the Autos Site, subject to the terms and conditions contained in
              Section 4. CarsDirect and Autoweb shall negotiate in good faith
              any terms and conditions of the Referral Channel Promotion
              contemplated in this Section 1.4 not addressed in Section 4.

         1.5  Autoweb Change of Control.  If Autoweb experiences a Change of
              -------------------------
              Control, this Agreement will continue in full force and effect,
              including the provisions regarding the placement and prominence of
              CarsDirect and the Direct Buying Channel on the Autoweb Site.

         1.6  CarsDirect Change of Control to or Merger with Autoweb Competitor.
              -----------------------------------------------------------------
              Subject to Section 1.1, if CarsDirect gains control of Autoweb
              Competitor or looses control to Autoweb Competitor, the Agreement
              will continue in full force and effect except that the
              exclusivities of Section 1.2 shall no longer apply.

2.       FLOW OF DIRECT CONSUMERS TO CARSDIRECT

         2.1    Referrals and Banners.  During the period  commencing on [ ** ]
                ---------------------
                and ending on [ ** ] ("Referral Period") Autoweb shall deliver
                to CarsDirect Referrals and Banners according to Exhibit B. In
                consideration for this delivery of Referrals and Banners,
                Autoweb shall receive from CarsDirect shares of CarsDirect
                Series D Preferred Stock (as appropriately adjusted for
                conversions and reclassifications) according to Exhibit B
                ("Referral Shares"). For the Referral Period, CarsDirect
                agrees that the figures provided in Exhibit B are actual
                results reflecting Autoweb system reports and agreed to
                calculations. No further billing documentation other than this
                contract will be required for payment which will be made
                according to Section 6. No credits or other future adjustments
                will be applicable to payment for the Referral Period.

         2.2.   Leads.  Each quarter during the Term, Autoweb shall deliver
                -----
                consumers to CarsDirect via any combination of buttons,
                banners, or other links associated with any amount of personal
                or Automobile information as reasonably agreed to by the
                parties ("Direct Consumers"). CarsDirect will pay to Autoweb,
                at the conclusion of each month, Lead Fees for Leads converted
                from Direct Consumers based on Exhibit B. These payments will
                be made by way of wire transfer in accordance with written
                wire transfer instructions provided by Autoweb. In no quarter
                shall conversion from Direct Consumers fail to achieve either
                (i) [ ** ] or more of the Lead Hurdle in [ ** ] or (ii) [ ** ]
                or more of the Lead Hurdle [ ** ].

                                                                               3

                                  CONFIDENTIAL

**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.
<PAGE>

             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT


         2.3.     Lead Conversion.  Attached hereto as part of Exhibit B is a
                  ---------------
                  schedule of CarsDirect's make and model Lead referral
                  parameters (collectively "Lead Parameters"). CarsDirect shall
                  have the right to modify the Lead Parameters upon one (1)
                  business day's notice to Autoweb. Direct Consumers that do not
                  satisfy the Lead Parameters or include associated information
                  that (i) is inaccurate (e.g. omissions, misstatements, false
                  information, duplicates within a thirty-day period, etc.),
                  (ii) relates to Automobiles that CarsDirect does not (or
                  cannot) readily procure, (iii) results in data mapping errors
                  caused by Autoweb or inconsistencies between the Autoweb
                  Configurator and the CarsDirect Configurator or (iv) relates
                  to the purchase of an Automobile in Dark Areas or Non-Serviced
                  Areas shall be referred to as "Undesirable Direct Consumers."
                  The Parties acknowledge that Undesirable Direct Consumers
                  shall not become Leads until such inaccuracies are remedied.
                  The Parties will work together to reduce Undesirable Direct
                  Consumers.

                  If the Lead Conversion materially changes, the parties will
                  work together to find a reasonable financial or delivery
                  solution.

         2.4.     Dark Areas and Non-Serviced Areas. CarsDirect will notify
                  ---------------------------------
                  Autoweb as soon as reasonably practicable after CarsDirect
                  becomes aware of the likelihood that a given
                  make/model/year/zip/trim/finance type combination ("Area(s)";
                  these Areas can be identified by any subset of components)
                  presents a regulatory or operational environment which
                  CarsDirect determines to be unfavorable ("Dark Area(s)"). Upon
                  such notice and the request of CarsDirect, Autoweb will stop
                  delivering Direct Consumers from such new Dark Areas.
                  CarsDirect will notify Autoweb as soon as reasonably
                  practicable of any changes to its planned ability to convert
                  Leads in specified Areas ("Rollout Schedule"; the current
                  version is listed in Exhibit B). Areas that are not on
                  CarsDirect's Rollout Schedule for a given month and are not
                  Dark Areas are "Non-Serviced Areas."

         2.5.     Equal Treatment and Non-Forwarding of Direct Consumers.
                  ------------------------------------------------------
                  CarsDirect shall process Direct Consumers in order to convert
                  them into Leads in its ordinary and primary course of
                  business, as may be amended from time to time and will not
                  forward Direct Consumers to any third party. CarsDirect shall
                  not be obligated to develop or employ special, unique or
                  differentiated business practices with respect to the
                  processing or conversion of Direct Consumers (e.g., dedicated
                  customer service staff, outbound calling efforts, etc.).
                  CarsDirect shall offer Direct Consumers the same pricing and
                  services as those generally available to consumers who
                  directly access the CarsDirect Site via
                  http://www.carsdirect.com.
                  -------------------------

         2.6.     Lead Bonus Payments.  If during any given quarter during the
                  --------------------
                  Term Autoweb delivers Direct Consumers to CarsDirect which
                  convert to Leads at least at the Lead Hurdle applicable to
                  such quarter, CarsDirect shall deliver to Autoweb shares of
                  CarsDirect Series D Preferred Stock (as adjusted for any
                  conversions or reclassifications) according to Exhibit B (the
                  "Lead Shares") within five (5) business days following the end
                  of such quarter.

3.       WEBSITE INTEGRATION

         3.1      Lead Delivery.  The Parties shall cooperate to a commercially
                  -------------
                  reasonable extent regarding the development of the technical
                  interfaces and other requirements necessary for the Co-Branded

                                                                               4

                                  CONFIDENTIAL
<PAGE>

             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT


                  Site to accept Direct Consumers after those Direct Consumers
                  have selected their desired Automobile make, model and trim
                  using the then-current Autoweb Configurator.

         3.2      Option Mapping.  The Parties shall meet no later than [ ** ]
                  --------------
                  to develop a project plan with respect to developing the
                  additional technical and data-mapping interfaces and other
                  requirements necessary for the Co-Branded Site to accept
                  Direct Consumers after they have selected their desired
                  Automobile make, model, trim, color and options using the
                  then-current Autoweb Configurator.

         3.3      Automobile Sales. The Parties shall work together to integrate
                  ----------------
                  CarsDirect's offerings into the Autoweb Site and to further
                  refine CarsDirect's transactional processes to increase Leads
                  and conversion from Leads to Automobile sales.

         3.4      Framed Site.  CarsDirect's will develop a Co-Branded Site by
                  -----------
                  [ ** ]. This Co-Branded Site shall be developed in an effort
                  to improve conversion from Direct Consumers to Leads. This
                  Co-Branded Site shall also be developed in a manner which
                  complies with [ ** ] style guide requirements provided to
                  Autoweb and shared with CarsDirect as of the Effective Date.
                  In the event that [ ** ] Portal Restrictions exclude
                  CarsDirect from accessing its consumers despite the
                  development by CarDirect of a Co-Branded Site meeting [ ** ]
                  above referenced style guide, Autoweb shall reimburse to
                  CarsDirect half its reasonable expenses specific to the
                  development of the Co-Branded Site and primarily applicable
                  only to the production of partner Co-Branded Sites.

4.       REFERRAL TO AUTOWEB OF PURCHASE REQUEST TRAFFIC

         In connection with the Tracked Links that CarsDirect will establish on
         the CarsDirect Site and the Autos Site, Autoweb will pay CarsDirect a
         fee for each qualified Autoweb Purchase Request that is submitted to
         the Autoweb Site through Tracked Links. Such fee shall be equal to
         [ ** ] of Autoweb's average net revenue from such Autoweb Purchase
         Request, net revenue defined as gross revenue less any reserve for
         loss contingencies. Autoweb shall pay to CarsDirect such fee on a
         monthly basis no later than forty-five (45) days from the end of the
         month.

5.       ACKNOWLEDGEMENT OF ADDITIONAL CONSIDERATION.

         The Parties acknowledge that as further inducement for Autoweb to enter
         into the Prior Agreement and grant the exclusivities thereunder and
         hereunder, CarsDirect purchased from Autoweb 750,000 shares of Autoweb
         common stock at a per share purchase price equal to the average of the
         closing price for the thirty (30) trading days prior to March 16, 2000,
         or $7.93 per share, multiplied by 1.35 (for a per share price of
         $10.616).

6.       DELIVERY OF STOCK CERTIFICATE

         Within five (5) business days following the Effective Date, Autoweb
         shall deliver the Stock Certificate to CarsDirect and CarsDirect shall
         deliver to Autoweb a stock certificate representing 152,797 shares of
         CarsDirect Series D Preferred Stock - the Referral Shares (as defined
         in Section 2.1) and 2Q00 Lead Shares (as defined in Section 2.6).

                                                                               5

                                  CONFIDENTIAL

**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.
<PAGE>

             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT


7.      RECORDING OF TRAFFIC

        To the extent feasible, CarsDirect will authorize both Media Metrix and
        Nielsen/NetRatings to record all page views from the Co-branded Site as
        Autoweb.com traffic. CarsDirect shall count all unique consumer visits
        to the Co-branded Site as CarsDirect unique visitors. Should
        alternative reporting means become available which allow for Autoweb
        and CarsDirect each to be credited with traffic (page views and unique
        visitors), the Parties shall agree to comply with such reporting means.

8.      AUDIT RIGHTS

        8.1     Autoweb Review Rights.  Subject to the confidentiality
                ---------------------
                obligations herein, Autoweb has the right, at its expense to
                have reviewed CarsDirect's directly relevant books and records
                for the purpose of verifying the number of Leads. Such review
                will be made not more than twice per year, on not less than
                fifteen (15) business days written notice, during regular
                business hours, by a nationally recognized accounting firm
                which is reasonably acceptable to CarsDirect. CarsDirect will
                provide reasonable accommodation thereof. In no event shall
                Autoweb review the same time period (or any portion thereof)
                more than once. If such review reflects Leads greater than
                those reported by CarsDirect, CarsDirect will provide Autoweb
                with prompt payment for the deficiency. If such review
                indicates underpayments of greater than 10% but not less than
                $10,000 from the figures provided by CarsDirect, CarsDirect
                will also pay all reasonable costs of such review.

        8.2     CarsDirect Review Rights.  Subject to the confidentiality
                ------------------------
                obligations herein, CarsDirect will have the right, at its
                expense to have reviewed Autoweb's directly relevant books and
                records for the purpose of verifying (i) the number of Leads
                delivered to CarsDirect and (ii) CarsDirect Relative
                Placement. Such review will be made not more than twice per
                year, on not less than fifteen (15) business days written
                notice, during regular business hours, by a nationally
                recognized accounting firm which is reasonably acceptable to
                Autoweb. Autoweb will provide reasonable accommodation
                thereof. In no event shall CarsDirect review the same time
                period (or any portion thereof) more than once. If such review
                reflects Leads delivered to CarsDirect less than those
                reported by Autoweb, Autoweb will provide CarsDirect with
                prompt payment for the deficiency. If such review indicates a
                discrepancy of greater than 10% from the figures provided by
                Autoweb, Autoweb will also pay all reasonable costs of such
                review.

        8.3     Extranet Development.  By a mutually agreed upon date,
                --------------------
                CarsDirect shall make available to Autoweb extranet access to
                the following information (with respect to Direct Consumers)
                on a real-time or day-lag basis: (i) page views, (ii)
                Referrals, (iii) Leads, (iv) Automobile sales and (v) agreed
                upon data to facilitate operational enhancements (E.G.
                outbound calling efforts, rejected Direct Consumers). By a
                mutually agreed upon date, Autoweb shall make available to
                CarsDirect extranet access to the following subject to
                reasonable technical availability and frequency: (i)
                impressions of the Direct Buying Channel placements, (ii)
                click-through rates with respect to each element on each page
                of the Autoweb Site that references CarsDirect and/or the
                Direct Buying Channel and (iii) the percentage of Visitors to
                the Autoweb Site that are exposed to CarsDirect and/or
                CarsDirect's Direct Buying Channel relative to the number of
                Visitors to the Autoweb Site that are exposed to other Buying
                Channels (the "CarsDirect Relative Placement").

9.      COOPERATIVE DEALER AND OEM NETWORKS

                                                                               6

                                  CONFIDENTIAL
<PAGE>

             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

        Subject to contractual limitations between CarsDirect and Automobile
        dealers and Automobile dealer groups and consolidators, Autoweb shall
        have the right to offer to its current and future franchised Automobile
        dealers participating in the Autoweb network the opportunity to
        participate in the Direct Buying Channel program contemplated herein
        and as further described in Exhibit F hereto, provided each such Dealer
        executes a CarsDirect Dealer Agreement with CarsDirect and continues to
        meet the standards for such inclusion, as may be amended from time to
        time. Such standards may include but not be limited to (i) maintaining
        a dedicated Internet department, (ii) meeting certain inventory and
        geographic criteria and (iii) meeting minimum CSI standards. CarsDirect
        shall have the right to offer to its current and future Dealers the
        opportunity to participate in the Autoweb Dealer Referral program
        contemplated herein, provided such inclusion meets mutually determined
        standards for such inclusion.

10.     COMMERCE PARTNERS AND PRODUCTS

        Autoweb reserves the right to enter into commercial relationships with
        commerce partners, including but not limited to those providing
        finance, insurance, roadside assistance, warranty products, and certain
        forms of purchasing Automobiles, provided such agreements are
        consistent with the terms and conditions of this Agreement and the
        exclusivities provided herein. CarsDirect will retain the right to
        offer to Leads financing, insurance, warranty, roadside assistance and
        other products. The Parties will negotiate regarding a possible
        commercial relationship in the future whereby CarsDirect products are
        promoted on the Autoweb Site and Autoweb products are offered on the
        CarsDirect Site. Neither Party shall be obligated to enter into such a
        relationship.

11.     ADVERTISING

        Autoweb shall have the right to sell and serve all advertising, revenue
        generating and promotional positions (including sponsorships) on pages
        of the Autoweb Site. CarsDirect shall have the right to sell and serve
        all advertising, revenue generating and promotional positions
        (including sponsorships) on pages of the Co-Branded Site and the
        CarsDirect Site, if any. Neither Party shall display or exhibit on any
        page of the Co-Branded Site any graphic or textual link, advertisements
        or other promotions that in any manner or fashion reference, promote or
        feature, or provide any link to a site identified with or controlled by
        any Internet Automobile buying service. Further, at such point that a
        Direct Consumer begins to submit her contact information, Autoweb
        agrees not to serve advertisements with respect to products or services
        which are competitive to those offered by CarsDirect.

12.     AUTOWEB CONSUMER BENEFITS

        Subject to applicable laws, Autoweb, at its expense, may offer
        automotive specials and promotional offers for consumers on the Autoweb
        Site. Subject to applicable laws and at Autoweb's expense, CarsDirect
        will use commercially reasonable efforts to integrate such specials or
        promotional offers in the Autoweb Direct offering where appropriate
        where such specials or offers do not conflict with CarsDirect's product
        and service offerings. CarsDirect will not disadvantage Direct
        Consumers as it pertains to specials, offers, incentives, and
        promotions that are generally available on the CarsDirect Site.
        CarsDirect will collaborate with Autoweb to create and implement
        special offers to Direct Consumers.

13.     TERM AND TERMINATION

                                                                               7

                                  CONFIDENTIAL
<PAGE>

             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

         13.1     Term.  This Agreement shall commence on the Effective Date and
                  ----
                  shall remain in effect through [ ** ] from the Effective
                  Date (the "Initial Term") unless terminated sooner as
                  provided below. The Parties may elect to renew the Agreement
                  for an additional [ ** ] term on mutually agreeable terms
                  (the "Renewal Term"). The Initial Term and the Renewal Term,
                  if any, shall be referred to collectively herein as the
                  "Term".

         13.2     Termination for Breach.  Notwithstanding anything to the
                  ----------------------
                  contrary stated herein, each of CarsDirect and Autoweb shall
                  have the right to terminate this Agreement for material breach
                  by the other Party. Each Party has the right to terminate at
                  any time for material breach of the other Party after thirty
                  days from the effective date of written notice specifying the
                  alleged breach, provided that the breaching Party fails to
                  remedy said breach to the non-breaching Party's reasonable
                  satisfaction within thirty (30) days of its receipt of said
                  notice of breach. Such thirty (30) day period is waived with
                  respect to any breach that cannot be cured within such thirty
                  (30) day period. A material breach of either party includes
                  but is not limited a breach of the Exclusivity and Promotion
                  provisions of Section 1 of this Agreement.

         13.3     Termination on Business Discontinuation or Bankruptcy.  Either
                  -----------------------------------------------------
                  Party shall have the right to terminate this Agreement
                  immediately upon notice to the other Party if at any time the
                  other Party discontinues business or is adjudicated as
                  bankrupt, files a voluntary, or is the subject of an
                  involuntary petition in bankruptcy or reorganization.

        13.4      Effect of Termination.  In the event of expiration or
                  ---------------------
                  termination of this Agreement, each Party shall use its best
                  efforts to return any property provided by the other Party for
                  the purposes of this Agreement, and particularly Confidential
                  Information (as defined below), to the other Party. All
                  amounts owing under this Agreement for services rendered prior
                  to termination shall become immediately due and payable. Upon
                  termination, all rights of CarsDirect to use Autoweb's
                  trademarks shall immediately cease and all rights of Autoweb
                  to use CarsDirect's trademarks licensed content or technology
                  shall immediately cease.

                                                                               8

                                  CONFIDENTIAL

**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.
<PAGE>

             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

14.      CONFIDENTIALITY

         14.1   The Parties agree and acknowledge that, as a result of
                negotiating, entering into and performing this Agreement each
                will have contact with the other's information of substantial
                value which is not generally known in the trade and which
                gives each Party an advantage over its competitors who do not
                know or use such information, including, but not limited to
                sales and customer information and business and financial
                information, techniques, processes, inventions, and
                developments relating to the business, products, practices or
                techniques of the Parties (hereinafter referred to as
                "Confidential Information"). The Parties hereto shall at all
                times, regard and preserve as confidential such Confidential
                Information obtained by the other from whatever source,
                whether oral or written, and regardless of whether same is
                labeled "confidential," and will not, during the period of
                this Agreement or thereafter, publish or disclose any part of
                such Confidential Information in any manner, or use the same
                except on behalf of the other Party, without the prior written
                consent of the other Party. Provided further it shall not be a
                breach of this Agreement if this Agreement is filed or its
                terms are disclosed as required in connection with a
                registration statement or report filed with the Securities and
                Exchange Commission pursuant to the Securities Act of 1933, as
                amended or the Securities Exchange Act of 1934, as amended and
                the regulations promulgated thereunder, as applicable,
                provided that the Party making such filing or disclosures
                consults with the other Party prior to any such filing or
                disclosure.

         14.2   Each Party hereby agrees that all notes, data, sketches,
                drawings and other documents and records, and all material and
                physical items of any kind, including reproductions and copies
                thereof, which relate in any way to the business, products,
                practices or techniques of the other Party, or contain
                Confidential Information made by the other Party or that come
                into the possession of either such Party from or on behalf of
                the other Party by reason of this Agreement, shall remain the
                property of the other Party and shall promptly be surrendered
                to the other Party at the expiration or termination of this
                Agreement.

         14.3   The Parties agree they will not disclose to the other, or
                induce the other to use, any invention or confidential
                information belonging to any third Party, if such disclosure
                or use violates Intellectual Property Rights of, or
                confidentiality obligations between the Party disclosing or
                inducing, and such third Party.

        14.4    A Party's obligations under this Paragraph shall not apply to
                any particular portion of the Confidential Information when
                that Party can document that: (i) the portion was in the
                public domain at the time of communication thereof to the
                other; (ii) the portion was developed by employees or agents
                of each Party independently of and without reference to any
                Confidential Information or other information that the other
                Party has disclosed in confidence to any third Party; (iii)
                the portion was communicated to the Parties by a third Party
                free of any obligation of confidence; or (iv) disclosure of
                the portion is required by law, provided that the disclosing
                Party gives the other Party prompt notice of the request for
                disclosure, cooperates with the other Party in obtaining a
                protective order or other remedy, and discloses only that
                portion of the Confidential Information which it is legally
                compelled to disclose.

15.     PRIVACY OF CONSUMER DATA

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             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

        Each Party represents and warrants that it has effective privacy
        policies and procedures in place for the protection of consumers. Each
        Party further represents and warrants that it will comply with all
        applicable privacy laws. Further privacy considerations are discussed
        in Exhibit C.

16.     MUTUAL PERFORMANCE STANDARDS

        Both CarsDirect and Autoweb will provide an acceptable 24x7 technical
        support plan with minimum bandwidth, and performance standards to be
        mutually agreed upon.

17.     NOTICES

        Any notices to be given hereunder shall be given in writing via
        facsimile or by registered or certified mail, postage prepaid with
        return receipt requested. Mailed notices shall be addressed at the
        addresses appearing below, but each Party may change its address by
        written notice to the other Party in accordance with this Paragraph.
        Notices shall be deemed effective as of actual receipt.

                  To Autoweb.com:           Autoweb.com, Inc.
                                            3270 Jay Street
                                            Santa Clara, CA 95054
                                            Attn:  Sam M. Hedgpeth

                  With a copy to:   General Counsel

                  To CarsDirect.com:        CarsDirect.com, Inc.
                                            10567 Jefferson Blvd.
                                            Culver City, CA  90232
                                            Attn:  Robert N. Brisco

                  With a copy to:   General Counsel

18.     NO WAIVER OF RIGHTS

        All waivers hereunder must be made in writing. Failure by either Party
        hereto at any time to require the other Party's performance of any
        obligation under this Agreement shall not affect the right subsequently
        to require performance of that obligation. The waiver, delay or failure
        of either Party to exercise any right provided for herein or any remedy
        for any default or breach of this Agreement shall not be deemed a
        waiver of any other or subsequent right or remedy hereunder.

19.     REPRESENTATIONS AND WARRANTIES

        19.1    General. Each Party represents and warrants to the other Party
                -------
                that: (i) such Party has the full corporate right, power and
                authority to enter into this Agreement and to perform the acts
                required of it hereunder; (ii) the execution of this Agreement
                by such Party, and the performance by such Party of its
                obligations and duties hereunder, do not and shall not violate
                any agreement to which such Party is a Party or by which it is
                otherwise bound; (iii) when executed and delivered this
                Agreement is enforceable against such Party in accordance with
                its terms; and (iv) such Party acknowledges that the other
                Party

                                                                              10

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             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

                makes no representations, warranties or agreements,
                related to the subject matter hereof that are not expressly
                provided for in this Agreement.

         19.2   Intellectual Property Rights.  Each Party further represents
                  --------------------------
                and warrants that to the best of its knowledge, it owns, or
                has the right to use under valid and enforceable agreements,
                all Intellectual Property Rights reasonably necessary and
                related to the operation of its respective Site(s). The
                operation of each Party's respective Site(s) as presently
                conducted or proposed to be conducted does not, to the
                Parties' knowledge, infringe or violate any material
                Intellectual Property Rights of any other person. Each Party
                represents that other than Trilogy Software, Inc., et al. v.
                CarsDirect.com, Inc., et.al. pending in the United States
                District Court for the Western District of Texas, it has not
                received any charge, complaint, claim, demand or notice
                alleging any such infringement or violation. To each Party's
                best knowledge, no other Person has any right to or interest
                in any inventions, improvement, discoveries or other
                confidential information used by such Party that relate to the
                operation of that Party's Site(s), except for licenses of
                technologies.

         19.3   Geographic Adjustments.  Each Party shall notify the other
                --------------------
                Party of any enforcement action, administrative order, inquiry
                or examination against it by any governmental authority
                relative to its services performed under this Agreement.

         19.4   Performance.  Each Party represents and warrants that the
                -----------
                services it may provide under this Agreement shall be
                performed in a professional manner and will conform in all
                material respects to the standards set forth in this
                Agreement.

         19.5   WARRANTY DISCLAIMERS. EXCEPT AS OTHERWISE SET FORTH IN THIS
                AGREEMENT, THE PARTIES' RESPECTIVE SITE(S), SERVICES, PAGES,
                AND THE CO-BRANDED SITE ARE PROVIDED "AS IS" AND THE
                INFORMATION CONTAINED THEREIN IS NOT WARRANTED TO BE ERROR
                FREE. EACH PARTY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR
                IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
                MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND
                IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR
                COURSE OF PERFORMANCE WITH RESPECT TO THE PARTIES SITE(S),
                SERVICES, PAGES AND THE CO-BRANDEDSITE.

         19.6   LIMITATION OF LIABILITY.  EXCEPT AS OTHERWISE PROVIDED, UNDER
                NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER
                PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
                EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
                POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE
                AGREEMENT, THE SALE OF SERVICES, THE USE OR INABILITY TO USE
                ANY SERVICE, SITES, THE JUMP PAGES, OR ARISING FROM ANY OTHER
                PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS
                OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS
                (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY
                SHALL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY
                DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE
                SUBJECT TO INDEMNIFICATION HEREIN. EXCEPT AS PROVIDED HEREIN,
                (I) LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO
                DIRECT,

                                                                              11

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             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

                OBJECTIVELY MEASURABLE DAMAGES, AND EXCEPT WITH
                RESPECT TO SECTION EIGHTEEN HEREIN (II) THE MAXIMUM LIABILITY
                OF ONE PARTY TO THE OTHER PARTY FOR ANY CLAIMS ARISING IN
                CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED ONE MILLION
                DOLLARS ($1,000,000).

         19.7   [ ** ] Portal Restriction.  Autoweb represents to CarsDirect
                -------------------------
                that if CarsDirect develops the Co-Branded Site in a manner
                that complies with [ ** ] style guide requirements provided to
                Autoweb and shared with CarsDirect as of the Effective Date,
                Autoweb shall present the Direct Buying Channel to users that
                access the Autoweb Site from all [ ** ] website properties,
                hyperlinks or other mechanisms ("[ ** ] Properties") designed
                to transfer users from [ ** ] Properties to the Autoweb Site
                for the purpose of accessing and utilizing the services that
                Autoweb features or promotes on [ ** ] Properties.

20.      INDEMNIFICATION

         20.1   Indemnity. Each Party shall defend, indemnify, save and hold
                ---------
                harmless the other Party and the officers, directors, agents,
                affiliates, distributors, franchisees and employees of the
                other Party from any and all third Party claims, demands,
                liabilities, costs of expenses, including reasonable
                attorneys' fees ("Liabilities"), resulting from (i) the
                indemnifying Party's material breach of any duty,
                representation, or warranty under this Agreement or (ii) the
                failure by either Party to possess or maintain any material
                approval, consent, license, permit, certificate or other right
                and permission now or hereafter required to provide its
                services to consumers under this Agreement.

         20.2   Claims. If a Party entitled to indemnification hereunder (the
                ------
                "Indemnified Party") becomes aware of any matter it believes
                is indemnifiable hereunder involving any claim, action, suit,
                investigation, arbitration or other proceeding against the
                Indemnified Party by any third Party (each an "Action"); the
                Indemnified Party shall give the other Party (the
                "Indemnifying Party") prompt written notice of such Action.
                Such notice shall (i) provide the basis on which
                indemnification is being asserted and (ii) be accompanied by
                copies of all relevant pleadings, demands, and other papers
                related to the Action and in the possession of the Indemnified
                Party. The Indemnifying Party shall have a period of ten (10)
                days after delivery of such notice to respond. If the
                Indemnifying Party elects to defend the Action or does not
                respond within the requisite ten (10) day period, the
                Indemnifying Party shall be obligated to defend the Action, at
                its own expense, and by counsel reasonably satisfactory to the
                Indemnified Party. The Indemnified Party shall cooperate, at
                the expense of the Indemnifying Party, with the Indemnifying
                Party and its counsel in the defense and the Indemnified Party
                shall have the right to participate fully, at its own expense,
                in the defense of such Action. If the Indemnifying Party
                responds within the required ten (10) day period and elects
                not to defend such Action, the Indemnified Party shall be
                free, without prejudice to any of the Indemnified Party's
                rights hereunder, to compromise or defend (and control the
                defense of) such Action at the Indemnifying Party's expense.
                In such case, the Indemnifying Party shall cooperate, at its
                own expense, with the Indemnified Party and its counsel in the
                defense against such Action and the Indemnifying Party shall
                have the right to participate fully, at its own expense, in
                the defense of such Action. Any compromise or settlement of an
                Action shall require the prior written consent of both Parties
                hereunder, such consent not to be unreasonably withheld or
                delayed.

21.      ASSIGNMENT

                                                                              12

                                  CONFIDENTIAL

**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.
<PAGE>

             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

        Neither Party shall assign or attempt to assign any of its rights or
        obligations hereunder without the prior written consent of the other
        Party, which shall not be unreasonably withheld. Without such consent,
        any attempted assignment will be void.

22.     AMENDMENT AND MODIFICATION

        No amendment or modification of this Agreement shall be binding unless
        executed in writing by both Parties.

23.     SURVIVAL

        Any terms of this Agreement, which by their nature extend beyond its
        termination, shall remain in full force and effect until fulfilled and
        apply to permitted successors and assignees.

24.     SEVERABILITY

        If any paragraph, sentence, clause, word or combination thereof in this
        Agreement is judicially or administratively interpreted or construed as
        being in violation of any such provision of any jurisdiction, such
        paragraph, sentence, word, clause or combination thereof shall be
        inoperative in each such jurisdiction and the remainder of this
        Agreement shall remain binding upon the Parties hereto in each such
        jurisdiction and the Agreement as a whole shall be unaffected
        elsewhere.

25.     HEADINGS FOR CONVENIENCE

        Paragraph headings herein are for the convenience of the Parties only,
        and are not be given any substantive meaning in the interpretation of
        this Agreement.

26.     LAW TO GOVERN

        The validity, construction and enforceability of this Agreement shall
        be governed in all respects by the internal laws of the State of
        California and the United States of America. If either Party institutes
        any lawsuit to enforce its rights hereunder, the prevailing Party in
        any such suit, as determined by the court, shall be entitled to recover
        from the other its costs, including a reasonable attorney's fee and the
        costs of any prevailing appeals therefrom.

27.     DISPUTE RESOLUTION

        Any dispute, controversy, claim or disagreement between the parties
        hereto arising from, relating to or in connection herewith, or the
        relationships of the Parties, excluding any dispute, controversy,
        claim, disagreement or document related to the ownership or right to
        use any Intellectual Property Rights, but including questions regarding
        the interpretation, meaning or performance of this Agreement and
        including non-Intellectual Property Rights claims based on contract,
        tort, common law, equity statute, regulation, order or otherwise
        ("Dispute") shall be resolved in accord with Exhibit E.

28.     TRADEMARKS

        28.1    Trademark  License.  Each Party shall be entitled to use the
                ------------------
                trade names, trademarks and service marks of the other Party
                for which the other Party holds all rights necessary for

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             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

                use in connection with this Agreement (the "Marks"); provided
                that a Party: (i) shall not create a unitary composite mark
                involving a Mark of the other Party without the prior written
                approval of such other Party; or (ii) shall display symbols
                and notices clearly and sufficiently indicating the trademark
                status and ownership of the other Party's Marks in accordance
                with applicable trademark law and practice.

         28.2   Ownership of Trademarks. Each Party acknowledges the ownership
                -----------------------
                right of the other Party in the Marks of such other Party and
                agrees that all use of the other Party's Marks shall inure to
                the benefit, and be on behalf, of the other Party. Each Party
                acknowledges that is utilization of the other Party's Marks
                shall not create in it, nor shall it represent it has, any
                right, title, or interest in or to such Marks other than the
                licenses expressly granted herein. Each Party agrees not to do
                anything contesting or impairing the trademark rights of the
                other Party.

         28.3   Quality Standards.  Each Party agrees that the nature and
                ----------------
                quality of its products and services supplied in connection
                with the other Party's Marks shall conform to quality
                standards set by the other Party. Each Party agrees to supply
                the other Party, upon request, with a reasonable number of
                samples of any Materials publicly disseminated by such Party
                which utilize the other Party's Marks. Each Party shall comply
                with all applicable laws, regulations, and customs and obtain
                any required government approvals pertaining to use of the
                other Party's marks.

         28.4   Infringement Proceedings. Each Party agrees to promptly notify
                ------------------------
                the other Party of any unauthorized use of the other Party's
                Marks of which it has actual knowledge. Each Party shall have
                the sole right and discretion to bring proceedings alleging
                infringement of its Marks or unfair competition related
                thereto; provided, however, that each Party agrees to provide
                the other Party with its reasonable cooperation and assistance
                with respect to any such infringement proceedings.

29.     PROVISION OF PERSONNEL AND MATERIALS

        There are no third Party beneficiaries of this Agreement. Each Party
        shall be financially responsible for the personnel, equipment and
        materials needed to perform its obligations hereunder.

30.     PUBLICITY

        The Parties will jointly prepare and issue mutually agreed upon press
        releases concerning their relationship, the existence of this Agreement
        and the terms hereof. Otherwise, no public statements concerning the
        existence or terms of this Agreement shall be made or released by a
        party to any medium except with the prior approval of the other party
        or as required by law.

31.     FORCE MAJEURE

        Except as otherwise provided herein, each Party shall be excused for
        any defaults or delays in the performance of its obligations hereunder
        if and to the extent such default or delay is caused, directly or
        indirectly, by fire, flood, earthquake, elements of nature or acts of
        God, acts of war, terrorism, riots, civil disorders, rebellions or
        revolutions in the United States, strikes, lockouts, or labor
        difficulties, or any other act clearly beyond the reasonable control of
        such Party. In such event, the affected Party will be excused from any
        further performance or observance of the

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             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

        obligation(s) so affected for as long as such event continues; provi-
        ded that such Party gives the other Party prompt notice of such
        force majeure event and of the anticipated delay, and the affected
        Party is diligent in attempting to remove or cure such cause and to
        mitigate the delay. Performance shall be excused only for the duration
        of the force majeure event.

32.     COUNTERPARTS

        This Agreement may be executed in counterparts, each of which shall be
        deemed an original and all of which together shall constitute one
        instrument.

33.     SCOPE

        This Agreement is intended to apply only to the United States of
        America and shall not apply in or to any foreign jurisdictions or
        countries.

34.     WEBSITE CONTROL

        The Parties shall bear the risks and liabilities associated with errors
        and omissions arising from their respective websites.

35.     ENTIRE AGREEMENT

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              AMENDED AND RESTATED STRATGIC CO-MARKETING AGREEMENT

        This Agreement, including each Exhibit attached hereto, constitutes the
        complete and exclusive agreement between the Parties and supersedes all
        prior representations, understanding, and communications, oral and
        written, between the Parties relating to the subject matter thereof.



        IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first above written.


CARSDIRECT.COM, INC.                      AUTOWEB.COM, INC.

By:     /s/ ROBERT BRISCO                By:     /s/ THOMAS STONE
        ------------------------------           ------------------------------
        Robert N. Brisco                         Thomas L. Stone
Title:  Chief Executive Officer                  Title: Chief Financial Officer
Date:   June 30, 2000                            Date:  June 30, 2000

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             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

                                    EXHIBIT A

                                   DEFINITIONS


The following definitions shall apply to this Agreement:

1.   "Action" is defined in section 20.2.

2.   "Affiliate(s)" means any Person that, directly or indirectly, through one
     or more intermediaries, (a) owns or controls another Person, (b) is owned
     or controlled by another Person, or (c) is under common control or
     ownership with another Person. As used herein, "control" means the power to
     direct the management of affairs of a Person, and "ownership" means the
     direct or indirect beneficial ownership of more than 50% of the equity
     securities of a Person, or in the case of a Person that is not a
     corporation, more than 50% of the voting and/or equity interest.

3.   "Alternative Buying Channel" is defined in Section 1.2.

4.   "Area" is defined in Section 2.4.

5.   "Automobile" means any new motor designed for use on public roadways,
     including but not limited to standard passenger cars, sport utility s,
     vans and minivans and light trucks.

6.   "Automobile Purchase" means (i) a purchase or lease of an Automobile by
     an Automobile Purchaser; (ii) for which CarsDirect has received and
     reported as revenue the purchase or lease price therefrom. Provided
     further, an Automobile Purchase shall be deemed to be consummated upon
     delivery of an Automobile to the Automobile Purchaser who is purchasing
     or leasing such Automobile and the confirmation of such delivery (and
     acceptance thereof) by CarsDirect in accordance with its standard
     practices.

7.   "Automobile Purchaser" means a Lead that completes an Automobile Purchase
     with CarsDirect

8.   "Automotive Buying Channel" is defined in Section 1.3.

9.   "Autos Site" means the website owned by CarsDirect located at
     http://www.autos.com.
     --------------------

10.  "Autoweb Competitor" is defined in Section1.1.

11.  "Autoweb Configurator" means the data, tools and logic designed and
     produced by Autoweb and its division, Automotive Information Center,
     which allows a consumer to dynamically and correctly specify all options
     and packages for a specific (year, make, model, trim). Such tool may
     include pricing (MSRP, Invoice and other) associated with specific option
     and package selections.

12.  "Autoweb Site" means the consumer automotive Internet site located at
     http://www.autoweb.com (including any successor or co-branded versions of
     ----------------------
     http://www.autoweb.com, subject to Section 1.3).
     ----------------------

13.  "Buying Method" defined in Section 1.3.

14.  "Buy Section" means http://www.autoweb.com/buy.htm or a successor home to
                         ------------------------------
     the Autoweb Buying Channels.

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             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

15.  "Banners" is defined on Exhibit B.

16.  "CarsDirect Configurator" means the data, tools and logic designed and
     produced by CarsDirect which allows a consumer to dynamically and
     correctly specify all options and packages for a specific (year, make,
     model, trim). Such tool may include pricing (MSRP, Invoice and
     CarsDirect) associated with specific option and package selections.

17.  "CarsDirect Purchase Request" means (i) a request to purchase a specified
     Automobile submitted at the Co-Branded Site by a Direct Consumer; (ii)
     that is consistent with CarsDirect's offering in the applicable geography
     (iii) for which all mandatory fields have been completed, including but
     not limited to, name, address, phone number and valid e-mail address;
     (iv) for which CarsDirect has not received within the previous thirty
     (30) day period, a request from a person identified by the same name
     and/or e-mail address; and (v) which is accompanied by the required
     purchase request deposit, if any.

18.  "CarsDirect Referral" is a Purchase Request which has been forwarded to
     CarsDirect.

19.  "CarsDirect Site" means the consumer automotive Internet buying service
     site located as www.carsdirect.com.
                     ------------------

20.  "Change of Control" means the transfer of Control from the Person or
     Persons who hold such Control on the Effective Date.

21.  "Confidential Information" is defined in Section 14.1.

22.  "Control" means possessing, directly or indirectly, the power to direct
     or cause the direction of the management and policies of any entity,
     whether through ownership of voting securities, by contract or otherwise.
     For purposes of the preceding sentence, "ownership" means the direct or
     indirect beneficial ownership of more than 50% of the equity securities
     of a Person, or in the case of a Person that is not a corporation, more
     than 50% of the voting and/or equity interest.

23.  "Co-Branded Site" means a version of the CarsDirect Site that is branded
     with (i) certain CarsDirect logos and trademarks and (ii) certain agreed
     upon Autoweb logos and trademarks within an agreed upon Autoweb frameset
     which CarsDirect shall develop by [ ** ] and which shall comply with
     [ ** ] Portal Restrictions. The Co-Branded Site shall consist either of a
     --------------------------
     set of web pages that are separate and distinct from those that otherwise
     constitute the remainder of the CarsDirect Site or, at the election of
     CarsDirect, shall be a set of web pages that are dynamically created for
     presentation to consumers visiting to the Co-Branded Site in a manner
     that is consistent with (a) this definition, and (b) the other provisions
     of this Agreement that describe the content of the web pages that are to
     constitute the Co-Branded Site.

24.  "Dark Area(s)" is defined in Section 2.4.

25.  "Direct  Buying  Channel"  defined in Section 1.3.  Describes an Automotive
     Buying Channel or, when another Person other than Autoweb is indicated, a
     similar Buying Method on that Person's website not specific to placement.

26.  "Direct Consumer" is defined in Section 2.2.

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                                  CONFIDENTIAL

**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.
<PAGE>

             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

27.  "Direct Buying Channel Placement" shall mean the prominently displayed
     fixed placement pages on the Autoweb Site that shall offer consumers on
     the Autoweb Site the ability to purchase an Automobile through the Direct
     Buying Channel. The Parties shall collaborate on the design, layout and
     posting of the Direct Buying Channel Placement.

28.  "Disclaimed Damages" is defined in Section 19.6.

29.  "Dispute" has the meaning given to it in Section 27.

30.  "Indemnified Party" is defined in Section 20.2.

31.  "Indemnifying Party" is defined in Section 20.2.

32.  "Initial Term" is defined in Section 13.1.

33.  "Intellectual Property Rights" means any patents, inventions, invention
     disclosures, Marks (as defined hereinafter), material trade secrets, know-
     how, formulae and processes, software programs (except off-the-shelf
     commercial programs licensed from third Parties), proprietary data and
     databases, copyrights and all other similar items of intellectual
     property, whether registered or unregistered, including any rights
     created by use thereof. "Marks" shall mean all right, title and interest
     in and to any United States or foreign trademarks, service marks and
     trade names, including any registration or application for registration
     of any trademarks and service marks in the United States Patent and
     Trademark Office or the equivalent thereof in any state of the United
     States or in any foreign country, as well as any unregistered marks, and
     any trade dress (including logos, designs, company names, business names,
     fictitious names and other business identifiers) in the United States or
     any foreign country.

34.  "Lead" is a Direct Consumer who submits a CarsDirect Purchase Request via
     the Co-Branded Site.

35.  "Lead Conversion" shall mean the conversion of a Lead to an Automobile
     Purchaser.

36.  "Lead Parameters" is defined in Section 2.3.

37.  "Lead Fee" shall be as set forth on Exhibit B.

38.  "Lead Hurdle" shall be as set forth on Exhibit B.

39.  "Liabilities" is defined in Section 20.1.

40.  "Marks" is defined in Section 28.1.

41.  "Person" means any natural person, corporation, partnership, limited liabi-
     lity company or other entity.

42.  "Purchase Request" means the process and information in which a consumer
     participating in the Referral Buying Channel provides basic information
     on the features and attributes of the Automobile he desires, has the
     opportunity to research further information on the desired Automobile,
     and provides his personal information (including Automobile make,
     Automobile model, Automobile trim, Automobile exterior and exterior
     color, Automobile engine, Automobile options, name, address, email
     address, phone number, purchase method information, expected Automobile
     Purchase time, trade in status, and any other information generally
     collected by Autoweb from Visitors to the

                                                                              19

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             AMENDED AND RESTATED STRATEGIC CO-MARKETING AGREEMENT

     Autoweb Site who submit Purchase Requests) for a third party (such as a
     dealer, manufacturer or other) to contact the consumer to negotiate the
     consumer's Automobile Purchase.

43.  "Referral Buying Channel" is defined is Section 1.3. Describes an
     Automotive Buying Channel or, when another Person other than Autoweb is
     indicated, a similar buying method on that Person's website not specific
     to placement.

44.  "Referral Period" is defined in Section 2.1.

45.  "Renewal Term" is defined in Section 13.1.

46.  "Rollout Schedule" is defined in Section 2.4.

47.  "Term" is defined in Section 13.1.

48.  "Third-Party Engagement" is defined in Section 1.2.

49.  "Tracked Links" means a link from the CarsDirect Site to the Autoweb Site.

50.  "Undesirable Direct Consumers" is defined in Section 2.4.





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