<PAGE>

CONFIDENTIAL TREATMENT REQUESTED                                   EXHIBIT 10.36


              AMENDMENT NUMBER 1 TO INTERACTIVE MARKETING AGREEMENT
              -----------------------------------------------------

         This Amendment (this "Amendment") dated as of April 19, 2000 (the
"Amendment Date"), is by and between America Online, Inc. ("AOL"), a Delaware
corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and
Autoweb.com ("MP" or "Autoweb"), a DELAWARE corporation, with offices at 3270
Jay Street, Santa Clara, CA 95054, and shall amend that certain Interactive
Marketing Agreement (the "Agreement") dated June 30, 1999, by and between AOL
and MP. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.

                                  INTRODUCTION
                                  ------------


1.   The Parties have reviewed the performance of the relationship created
     pursuant to the Agreement and have now desire to expand the relationship
     further in accordance with the Terms of this Amendment.

2.   Except as specifically amended by this Amendment, the Parties desire that
     the Agreement remain in full force and effect.

                                      TERMS
                                      -----

A.       DEVELOPMENT AND INTEGRATION OF NEW PRODUCTS.
         -------------------------------------------

         A.1      Research & Decision Guides.
                  --------------------------

                  A.1(a)   Contemporaneous with the execution of this
                           Amendment, the Parties shall execute and deliver a
                           Confidential Technology and Data License Agreement
                           (the "Technology and Data License Agreement") in
                           the form of Exhibit C attached hereto. In the event
                           of any conflict between the terms of this Agreement
                           and the terms of Exhibit C, the terms of Exhibit C
                           shall control. Pursuant to the terms of the
                           Technology and Data License Agreement, MP will work
                           with AOL to integrate the licensed data (the
                           "Licensed Data") into AOL's PersonaLogic automobile
                           decision guide (the "PL Decision Guide"), as more
                           fully described in Schedule 1. MP covenants that it
                           will provide AOL during the Term with all additions
                           to, expansions or refinements of, or enhancements
                           to the Licensed Data for no additional cost.

                  A.1(b)   For the duration of the Term, AOL hereby grants MP
                           a non-exclusive license to distribute an MP-branded
                           version of the PL Decision Guide as designated by
                           AOL on MP's generally available web site, but MP
                           may neither (i) sublicense or assign any of its
                           rights in such PL Decision Guide to, nor (ii)
                           distribute such PL Decision Guide with the products
                           of, any other third party. AOL will license to MP
                           for use on its generally available web site any
                           proprietary software necessary to support such PL
                           Decision Guide. In the event that MP fails to
                           comply with the requirements of this Section
                           A.1(b), AOL may, upon written notice, revoke the
                           license granted hereunder and the other provisions
                           of the Agreement shall continue in full force and
                           effect.

         A.2      Configuration & Comparison. Contemporaneous with the execution
                  --------------------------
                  of this Amendment, the Parties shall execute and deliver the
                  Technology and Data License Agreement referenced above.
                  Pursuant to the terms of and as set forth in the Technology
                  and Data License Agreement, MP will develop and License to
                  AOL the Technology specified in the Technology and Data
                  License Agreement (the "Licensed Technology"), provided,
                  however, that AOL may use any or all of the Licensed
                  Technology at its option and shall not be required to use
                  all of such Licensed Technology. MP covenants that it will
                  provide AOL during the Term with all

**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>

                  additions to, expansions or refinements of, or enhancements
                  to the Licensed Technology for [**].

         A.3      Buying Service.
                  --------------

                  A.3(a)   As more fully described in Schedule 1, MP shall
                           create a customized version of its buying service
                           (the "Buying Service") which will be seamlessly
                           integrated with the PL Decision Guide, the
                           Configuration and Comparison services and other
                           areas of the AOL Network as mutually agreed by the
                           Parties. The Buying Service will provide AOL Users
                           with the best available pricing and services and in
                           no way will disadvantage AOL Users. AOL shall own
                           all AOL-specific customization and MP shall have no
                           right to assign or transfer any rights to such
                           customization to any third party. No [ ** ] shall
                           be referenced or promoted (i) within the Promo
                           Content of any Promotion or (ii) within the first
                           screen of the Buying Service linked to any
                           Promotion.

                  A.3(b)   As more fully described in Schedule 1, the Buying
                           Service will be hosted and managed by MP and will
                           be co-branded according to AOL's standard co-
                           branding requirements, including without
                           limitation, co-branded URL, headers and footers.
                           The Buying Service shall be a "cul-de-sac" area of
                           the Affiliated MP Site. MP shall provide navigation
                           back to the AOL Network in a manner reasonably
                           acceptable to AOL and shall not contain navigation
                           to other areas of the Affiliated MP Site or any
                           third party site (other than through advertising or
                           integrated auto-related transaction service links
                           (e.g., financing, insurance or warranty offers)).

                  A.3(c)   Subject to AOL's advertising policies, MP will
                           control the advertising and commerce opportunities
                           on the Buying Service; provided, however, that no
                           advertisements in any category for which AOL has an
                           exclusive relationship shall be included within the
                           first or second level screens of the Buying Service
                           (i.e., must be at least two "clicks" down into the
                           Buying Service). Without AOL's prior written
                           approval, MP will not, within the Buying Service,
                           promote any original equipment manufacturer ("OEM")
                           in a manner greater than it promotes any other OEM
                           (i.e., conquesting) or allow for conquesting by
                           OEMs of other OEMs with whom AOL has entered into
                           an agreement. Notwithstanding the foregoing, MP
                           will integrate specified AOL partners into the AOL
                           Auto Channel, including without limitation, those
                           entities listed on Schedule 2.

         A.4      Product Integration and Requirements.
                  ------------------------------------

                  A.4(a)   Product  Requirements.  All initial  products for the
                           ---------------------
                           AOL Properties shall meet the relevant requirements
                           set forth on Schedule 1. AOL and MP will meet at a
                           mutually agreeable location, as appropriate, to
                           discuss and define all new product requirements for
                           the AOL Properties on an ongoing basis. In the
                           event that they identify any new licensing or
                           development opportunities, the Parties will discuss
                           in good faith the terms of such licensing or
                           development.

                  A.4(b)   Branding.  As more fully described in Schedule 1, the
                           --------
                           Configuration and Comparison pages (collectively,
                           the "Ingredient Branded Areas") developed and
                           hosted by MP and displayed on the AOL Properties
                           will be branded employing an ingredient branding
                           approach. AOL will be prominently branded and MP
                           branding will be present on all such pages (e.g.,
                           "Powered by Autoweb") above the fold in overall
                           prominence consistent with the

**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>

                           ingredient-branding requirements included as
                           Exhibit E hereto. Pages hosted by or provided by a
                           third party shall incorporate branding for such
                           third party. Content used throughout any co-branded
                           areas may include attribution by using the
                           providing party's name or logo. The Parties will
                           mutually agree upon appropriate branding for such
                           third party. To the extent such communications are
                           permitted under the Agreement, all marketing
                           communications from MP to AOL Users (i.e., emails,
                           etc.) will be co-branded with AOL and MP. MP will
                           design each page within the Ingredient Branded
                           Areas based on the AOL design guideline templates
                           and ingredient-branding requirements. AOL will have
                           design approval rights for user interface elements
                           and all pages. AOL shall have the right to change
                           or modify its design guideline templates and
                           ingredient-branding requirements at any time and
                           from time to time during the Term; provided,
                           however, that notwithstanding such change or
                           modification, AOL shall not have the right to (i)
                           alter or modify the content of MP's proprietary
                           logos or marks or (ii) reduce the overall
                           prominence of MP's branding within the Ingredient
                           Branded Areas. Buying Service pages will be co-
                           branded according to AOL's standard co-branding
                           requirements for partner pages.

         A.5      Advertising. AOL will sell and serve all advertising,
                  -----------
                  revenue-generating, and promotional positions (including
                  sponsorships) in all Ingredient Branded Areas. MP may not
                  incorporate or link from the Ingredient Branded Areas to any
                  promotional, advertising, sponsorship or otherwise
                  commercial elements without AOL's prior written approval,
                  and in no event shall sell or serve advertising in the
                  Ingredient Branded Areas.

         A.6      Production and Hosting. Subject to AOL's discretion, AOL shall
                  ----------------------
                  host the following pages: PL Decision Guide pages, static
                  navigation pages and content pages. MP will host all pages
                  of the Ingredient Branded Areas and the Buying Service. MP
                  will provide AOL with an acceptable 24x7 technical support
                  plan. MP will optimize the performance of the Ingredient
                  Branded Areas and the Buying Service for integration
                  throughout the AOL Properties. MP will provide, maintain,
                  and support all necessary software and hardware. All pages
                  within the Ingredient Branded Areas developed by MP will be
                  hosted under an AOL domain name (i.e., AutoWeb.AOL.com). MP
                  will modify links within such pages to re-circulate users to
                  the AOL Properties. MP will ensure that all AOL Users in the
                  Ingredient Branded Areas will not be able to access any
                  links to MP's generally available Web site. Hosting may be
                  migrated to AOL upon the mutual agreement of the Parties.

         A.7      Customization. MP will customize throughout the AOL Properties
                  --------------
                  as follows:

                  A.7(a)   Within the Buying Service and Ingredient-Branded
                           Areas, MP shall provide continuous navigational
                           ability for AOL Users to return to an agreed upon
                           point on the applicable AOL Property. In addition,
                           MP shall provide links back to AOL-designated
                           points in the AOL Network from within each
                           particular tool or functionality within the Auto
                           Channel.

                  A.7(b)   Upon AOL's reasonable and appropriate request, MP
                           shall use AOL's tools and technology for chat,
                           message boards, Quick Checkout, Search and such
                           other tools and technology as the Parties may
                           mutually agree. In the event that the addition of
                           such tools and technology would require MP to incur
                           material costs of installation, AOL shall reimburse
                           MP for time and material costs in accordance with
                           Section E below.

         A.8      User Registration. If AOL Users are required to register to
                  ------------------
                  access certain features within the Ingredient Branded Areas,
                  such registration processes will be seamlessly
<PAGE>

                  integrated with AOL's "universal Registration" or "SNAP"
                  system (or such other system developed by AOL), shall be
                  subject to AOL's reasonable approval and be consistent with
                  AOL's then-current privacy policy. In the event that such
                  integration would require MP to incur material costs of
                  development, AOL shall reimburse MP for the cost of time and
                  materials in accordance with Section E below, unless MP
                  provides such integration for any other interactive Service

         A.9      Recording of Traffic; Domains and URL's. All pages of the
                  -------------------------------------------
                  Buying Service and the Ingredient Branded Areas will be
                  served from an AOL.com domain with the following URL:
                  AutoWeb.AOL.com. MP will report traffic and click-through
                  data according to AOL third party reporting guidelines. To
                  the maximum extent available MP and AOL shall cause third
                  party reporting agencies to mutually record unique visitor
                  traffic and page views to allow for both Parties to receive
                  traffic credit.

B.       OEM ACCOUNTS; CUSTOM DEVELOPMENT.
         --------------------------------

         B.1.     AOL will lead sales efforts to all auto manufacturers as
                  such efforts pertain to the AOL Properties. Sales to those
                  accounts named in Schedule 2 may consist of co-branding with
                  the OEM the functionality that exists in the Ingredient
                  Branded Areas, as set forth in Schedule 1 and subject to the
                  Technology and Data License Agreement; provided that MP
                  shall receive branding attribution of prominence consistent
                  with Exhibit E and provided that such co-branding with the
                  OEM shall not include sublicensing of any licensed materials
                  for use on the OEM's web site. MP will host all such pages.

         B.2.     With respect to the customization or enhancement of the
                  Licensed Technology or additional servers or programming
                  required to implement the sales efforts by AOL to OEMs
                  described above, MP shall be entitled to reimbursement for
                  time and materials in accordance with Section E below.
                  Unless the Parties shall otherwise agree, in the event that
                  AOL reimburses MP for all costs of time and materials
                  incurred by MP in developing such enhancements or
                  customizations, AOL shall own and MP shall have no rights
                  in, including, without limitation, the right to use or
                  convey, any such enhancements or customizations. In the
                  event that AOL requests that MP develop new functionality
                  (as distinct from the enhancements or customizations of the
                  Licensed Technology referenced above), the terms of such
                  development shall be on an as negotiated basis between the
                  Parties consistent with Section E below.

C.       FINANCIAL SERVICES PARTNERS. AOL financial services partners identified
         ---------------------------
         in Schedule 3 will be integrated in the Finance, Insurance, and
         Warranty portions of the Ingredient Branded Areas for purposes of
         promoting their loan, lease, insurance and warranty products. AOL
         reserves the right to sign deals with additional financial service
         partners and update Schedule 3 on an ongoing basis. MP will undertake
         efforts required to integrate these additional partners into the
         automotive offering, as specified by AOL. MP will be under no
         obligation to integrate AOL category partners into the MP Buying
         Service or Affiliated MP Site. MP shall be entitled to reimbursement
         for time and materials required in connection with its performance
         under this Section C in accordance with Section E below.

D.       BUYING SERVICE PARTNERS. MP will undertake efforts required to
         -------------------------
         integrate AOL buying channel partners, including, without limitation,
         those listed on Schedule 4, which schedule AOL may update from time
         to time in its discretion, into the AOL Auto Channel, including,
         without limitation, into the Ingredient Branded Areas, as specified
         by AOL. MP shall be entitled to reimbursement for time and materials
         required in connection with its performance under this Section D in
         accordance with Section E below.

E.       TIME AND MATERIALS. To the extent specifically required under the
         ------------------
         terms of this Amendment, AOL will reimburse MP for ongoing work
         product and deliverables not specified in Schedule 1 in accordance
         with the follow-ing: prior to commencement of work for which
<PAGE>

         MP intends to seek reimbursement, MP shall present AOL with a
         detailed proposal for determining the measure of reimbursable items.
         If AOL shall accept such proposal in writing prior to the
         commencement of such work, AOL shall reimburse MP in accordance with
         the terms of such proposal. If AOL does not accept in writing such
         proposal, Autoweb shall be under no obligation to perform the
         services outlined in said proposal.

F.       ROLLOUT SCHEDULE. MP shall deliver the Licensed Data to AOL as
         ----------------
         required under Section A of this Amendment within [ ** ] of the
         Amendment Date. MP shall launch the Buying Service on or before
         [ ** ]. MP shall deliver to AOL beta versions of the Licensed
         Technology required under Section A.2 above on or before [ ** ] and
         final versions of such deliverables on or before [ ** ]. The above
         time frames are based on limited knowledge of AOL systems and
         platforms. As a result, these estimates are subject to certain
         dependencies, including the ability to quickly interface to and/or
         integrate with the AOL platforms, timely access to developmental
         personnel familiar with such platforms, timely access to AOL
         personnel to assist in defining development and architecture, and
         timely access to documented AOL code and dually conversant personnel.

G.       USER DATA. AOL and MP will jointly and severally own all end user
         ---------
         data collected by MP in conjunction with the use of the Ingredient
         Branded Areas. MP will not sell or provide any AOL User information
         (e.g., names and email addresses) to a third party for any purpose,
         without the written consent of AOL.

H.       CUSTOMER SERVICE. MP shall maintain a level of customer service and
         ----------------
         responsiveness as AOL shall reasonably request. At a minimum, MP
         shall respond promptly to any AOL request for assistance (e.g., fixes
         to the Licensed Technology) and, if such request relates to a mission
         critical matter, endeavor to completely address AOL's request within
         24 hours or such shorter period of time if the circumstances so
         demand.

I.       CONTINUED POINTERS.  Upon the completion of the Term, for a period of
         ------------------
         [ ** ] (the "Continued Link Period"), if AOL elects to (a) promote
         one or more "pointers" or links from AOL to the Affiliated MP Site
         and (b) use MP's trade names, trademarks and service marks in
         connection with such promotion. During the Continued Link Period, MP
         shall pay to AOL on a quarterly basis within [ ** ] following the end
         of the quarter in which such amounts were generated, [ ** ] for each
         AOL Purchase Request submitted during such Continued Link Period.

J.       AFFILIATE MARKETING PROGRAM. At MP's option, MP shall participate in
         ---------------------------
         the AOL Affiliate Marketing program and abide by the terms and
         conditions of the AOL Affiliate Marketing Program Agreement. MP's
         participation in the AOL Affiliate Marketing program shall require
         that AOL will be prominently featured on the Autoweb.com website. AOL
         will compensate MP for each Qualified New AOL Member (as defined
         hereafter) attained through these promotions. A Qualified New AOL
         Member is a member of AOL acquired through customer acquisition
         efforts pursuant to this Agreement, who, (i) registers for the AOL
         Service during the Term of the Agreement, using MP's special
         promotion identifier, and (ii) who pays the then-standard fees
         required for membership to the AOL Service through at least two
         consecutive billing cycles.

K.       PREMIER PARTNER OPPORTUNITY AND QUARTERLY PRODUCT MEETINGS. MP will
         ----------------------------------------------------------
         provide AOL during the Term with all additions to, expansions or
         refinements of, or enhancements to the Licensed Data and Licensed
         Technology. Additionally, MP shall (i) meet quarterly with AOL during
         the Term to offer all generally available new products, if any, to
         AOL and, (ii) subject to MP's current agreements with third parties,
         make such products available to AOL on the same or equivalent terms
         (i.e., at the same cost) paid by other similarly situated MP partners
         ("Non-Discriminatory Terms"). Additionally, without limiting the
         generality of the foregoing, subject to the signing of a licensing
         agreement between MP and AOL, MP shall license to AOL on Non-Discrimi-
         natory Terms: (a) new products that it licenses to [ ** ] or its
         successor; (b) the "My Auto" product; and (c) new products that are
         offered to two or more Interactive Services.

**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>

L.       CARRIAGE.
         --------

         L.1.     AMENDMENT OF CARRIAGE PLAN. Exhibit A of the Agreement shall
                  --------------------------
                  be amended and restated in its entirety to read as set forth
                  on Exhibit A of this Amendment.

         L.2.     IMPRESSIONS COMMITMENT. The first sentence of Section 1.2 of
                  -----------------------
                  the Agreement is hereby deleted and replaced in its entirety
                  with the following:

                      During the Initial Term, AOL shall deliver [ ** ]
                      Impressions to MP through the Promotions (the
                      "Impressions Commitment").

                  The Parties agree and acknowledge that as of the Amendment
                  Date { ** ] Impressions have been delivered by AOL under the
                  Agreement.


         L.3.     FIXED PLACEMENT. Notwithstanding any provision of the
                  -----------------
                  Agreement or this Amendment to the contrary:

                  L.3(a)   The Impressions set forth on Exhibit A which are
                           designated on such exhibit as Product Page
                           Impressions shall be permanent placements on the
                           new car product pages (the "Product Pages") and
                           shall not be subject to replacement by AOL as
                           otherwise permitted under Section 1.1 of the
                           Agreement; provided that this provision shall have
                           no affect on AOL's right to redesign any part of
                           the AOL Network. Accordingly, AOL shall be required
                           to deliver without substitution during any contract
                           year the number of Impressions set forth on Exhibit
                           A (the "Minimum Delivery Number"). Notwithstanding
                           the attainment of the Minimum Delivery Number,
                           until MP shall deliver the notice required under
                           Section L.3(c) below, AOL shall continue the
                           placements designated on Exhibit A as "Product Page
                           Impressions" as a permanent placement; provided
                           that notwithstanding the foregoing, MP agrees and
                           acknowledges that the [ ** ] Product Page
                           Impressions shall not be permanent. The number of
                           Product Page Impressions delivered in any contract
                           year in excess of the Minimum Delivery Number shall
                           be referred to herein as the "Product Page
                           Impressions Overdelivery Amount". As used herein, a
                           contract year of this agreement shall be the period
                           between the Amendment Date and the first
                           anniversary date of the Amendment and successive
                           twelve month periods during the Term.

                  L.3(b)   Prior to the date which is [ ** ] days after AOL's
                           receipt of a Permanent Placement Termination
                           Notice, MP shall be required to pay AOL on the next
                           Payment Date as additional consideration an amount
                           equal to (x)(i) the Product Page Impressions
                           Overdelivery Amount delivered between such Payment
                           Date and the immediately preceding Payment Date,
                           divided by (ii) one thousand, multiplied by (y)
                           [ ** ].

                  L.3(c)   In the event that MP desires that AOL discontinue
                           its maintenance of the Product Page Impressions as
                           a permanent placement, MP shall deliver to AOL a
                           notice to such effect referencing this Section
                           L.3(c) (a "Permanent Placement Termination
                           Notice"). Ninety (90) days after receipt of such
                           Permanent Placement Termination Notice, AOL shall
                           have no obligation to reserve Product Page
                           Impressions for MP in excess of the Minimum

**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>

                           Delivery Number and MP shall have no further
                           obligation to pay for any Product Page Impressions
                           Overdelivery Amount; provided that AOL shall
                           reserve at all times during the Term the right to
                           substitute Product Page Impressions for other
                           Impressions reflected on Exhibit A (i.e., AOL may
                           make-up underdelivery in non-Product Page
                           Impressions with additional Product Page
                           Impressions and, in such event, MP shall not be
                           required to pay additional compensation solely with
                           respect to these additional Product Page
                           Impressions).


M.     PAYMENTS.
       --------


         M.1.     PAYMENTS PRIOR TO AMENDMENT DATE. Prior to the Amendment
                  --------------------------------
                  Date the Parties agree and acknowledge that, pursuant to the
                  requirements of Section 3.1 of the Agreement, MP has paid to
                  AOL [ ** ] (the "Paid-To-Date Amount"); which amount relates
                  to carriage scheduled to be delivered through [ ** ]. The
                  Parties agree and acknowledge that [ ** ] of the Paid-To-
                  Date Amount (the "Unaccrued Amount"), shall be applied by
                  AOL to the payment required to be delivered by MP under
                  Section M.3(a).

         M.2.     EFFECT ON ORIGINAL PAYMENT SCHEDULE. In consideration of the
                  ------------------------------------
                  additional undertakings set forth in this Amendment, the
                  Parties have agreed to create a new consideration and
                  payment schedule under the Agreement. Accordingly, no
                  further amounts shall be payable under Section 3.1 of the
                  Agreement and the last sentence of such section shall be of
                  no further force or effect.

         M.3.     GUARANTEED PAYMENT. In consideration of AOL's obligations
                  -------------------
                  under the Agreement, as amended by this Amendment, MP shall
                  pay to AOL (in addition to the Paid-To-Date Amount and the
                  amounts due under Sections I, L.3 and O of this Agreement) a
                  guaranteed payment of [ ** ] payable as follows:

                  M.3(a)    The total amount due to AOL as of the Amendment
                            date shall be [ ** ] and shall be payable as
                            follows: [ ** ] shall be payable on the Amendment
                            Date and AOL shall apply the entire Unaccrued
                            Amount as payment for the remainder of such amount
                            due, and

                  M.3(b)    [ ** ] shall be payable on each of [ ** ] (each a
                            "Payment Date").


N.   TERM.  Section 4.1 of the Agreement is hereby deleted and replaced in its
     ----
     entirety with the following:

4.1      TERM, RENEWAL, POST-TERM LICENSE.
         --------------------------------

         4.1.1    TERM. The initial term of this Agreement (the "Initial Term")
                  ----
                  shall commence on the Effective Date and shall terminate on
                  the [ ** ] of the Amendment Date

**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>

                  (unless earlier terminated as permitted herein) (the Initial
                  Term plus any extension or renewal hereof shall be referred
                  to as the "Term").

         4.1.2    POST-TERM LICENSE. Upon the termination of this Agreement
                  -----------------
                  for any reason other than termination by MP as a result of
                  AOL's uncured material breach of this Agreement (including
                  but not limited to Exhibit C hereto), MP shall permit AOL to
                  continue to license all intellectual property licensed
                  pursuant to this Agreement (including without limitation the
                  Licensed Data and all functionality supplied in connection
                  with the Buying Service) for a period of [ ** ] (or such
                  shorter period as AOL shall determine) (the "Post-Term
                  License Period"), provided that AOL shall pay to MP from the
                  date of termination of the Agreement and continuing until
                  the termination of the Post-Term License Period, a monthly
                  license fee in advance of [ ** ] per month. Notwithstanding
                  any provision of this Agreement to the contrary, this
                  Section 4.1.2 shall survive any termination of this
                  Agreement.

O.   REVENUE SHARING. During the Term, MP shall pay AOL, on a quarterly basis
     ---------------
     within [ ** ] days following the end of the quarter in which such amounts
     were generated, the Bounties set forth on Schedule 5 upon the attainment
     of the Performance Hurdle set forth therein.

P.   AMENDMENT OF SECTION 1.1 OF THE AGREEMENT. Section 1.1 of the Agreement is
     -----------------------------------------
     hereby deleted and replaced in its entirety with the following:

     1.1      AOL PROMOTION OF AFFILIATED MP SITE; FLEXIBILITY OF PROMOTIONS.
              --------------------------------------------------------------
              AOL shall provide MP with the promotions for the AOL Jump Pages
              and the Affiliated MP Site described on Exhibit A attached
              hereto (collectively referred to herein as the "Promotions").
              AOL reserves the right (at its sole discretion) to (i)
              substitute for the Promotions to be delivered in a particular
              Level other promotions (in the same Level) in the same or
              different areas of the AOL Properties, and (ii) substitute
              Impressions in one Tier for those in another Tier at an exchange
              ratio taking into account the Relative Weighted Value of the
              Promotions substituted. In addition, AOL reserves the right to
              redesign or modify the organization, structure, "look and feel,"
              navigation and other elements of the AOL Network at any time. As
              used in this Section 1.1, "Relative Weighted Value" of the
              promotions and Impressions refers to the fact that, as
              acknowledged and agreed by the Parties hereto and as evidenced
              on the Switching Matrix included in Exhibit A hereto, the
              Promotions described on Exhibit A hereto are not of equal value
              but rather, in order of descending relative value from the most
              to the least valuable, are categorized as follows: (a) Tier 1
              (b) Tier 2, (c) Tier 3 and (d) Tier 4. In the event that the AOL
              wishes to switch promotions to new inventory on the AOL Network,
              or inventory not referenced on Exhibit A, the Parties shall
              mutually and in good faith determine the appropriate tier for
              such inventory.


Q.   AMENDMENT OF AOL NETWORK DEFINITION. The last sentence of the definition
     -----------------------------------
     of "AOL Network" included in Exhibit B of the Agreement is hereby
     deleted.

R.   AMENDMENT OF EXHIBIT C OF THE AGREEMENT. Exhibit C of the Agreement shall
     ---------------------------------------
     be amended and restated in its entirety to read as set forth on Exhibit B
     of this Amendment.

S.   AMENDMENT OF EXHIBIT D OF THE AGREEMENT. Exhibit D of the Agreement shall
     ---------------------------------------
     be amended and restated in its entirety to read as set forth on Exhibit D
     of this Amendment.

T.   AMENDMENT OF EXHIBIT D-1 OF THE AGREEMENT. Exhibit D-1 of the Agreement
     -----------------------------------------
     shall be amended and restated in its entirety to read as set forth on
     Exhibit D-1 of this Amendment.

U.   EXHIBITS AND SCHEDULES. The exhibits and schedules identified in and
     ----------------------
     attached to this Amendment are each incorporated into this Agreement and
     are hereby made a part of this

**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>

     Amendment. Except for Exhibit C hereto, in the event of a conflict
     between the substantive provisions set forth above in body of this
     Amendment (the "Main Provisions") and the exhibits incorporated into this
     Amendment, the Main Provisions shall control. Terms and conditions of
     Exhibit C control in the event of any conflict between such exhibit and
     the Main Provisions. Schedules which are updated by AOL as permitted
     hereunder shall supercede the previous schedule.

V.   EFFECT ON AGREEMENT. Except as specifically amended by this Amendment,
     -------------------
     the Agreement remains in full force and effect.



                            (SIGNATURE PAGE FOLLOWS)
<PAGE>

         In witness whereof, the Parties have executed this Amendment as of
the date written hereinabove.


AMERICA ONLINE, INC.




By:    /s/ DAVID M. COLBURN
       ---------------------------
Name:  David M. Colburn
       ---------------------------
Title: President, Business Affairs
       ---------------------------



AUTOWEB.COM, INC.



By:    /s/ DEAN DEBIASE
       ---------------------------
Name:  Dean Debiase
       ---------------------------
Title: Chairman & CEO
       ---------------------------