ex4_1.htm


    Exhibit
4.1


       

       

      AUTOBYTEL
INC.

       

      and

       

      COMPUTERSHARE
TRUST COMPANY, N.A.

       

      as
Rights Agent

       

      TAX
BENEFIT PRESERVATION PLAN

       

      Dated
as of May 26, 2010

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            TABLE
OF CONTENTS

             

            Page               


             

          

        

      


      
        	
                1.

              	
                Certain
      Definitions. 

              	
                1

              


      

      
        	
                2.

              	
                Appointment
      of Rights Agent. 

              	
                8

              


      

      
        	
                3.

              	
                Issue
      of Right Certificates. 

              	
                9

              


      

      
        	
                4.

              	
                Form
      of Right Certificates. 

              	
                10

              


      

      
        	
                5.

              	
                Countersignature
      and Registration. 

              	
                11

              


      

      
        	
                6.

              	
                Transfer,
      Split Up, Combination and Exchange of Right Certificates; Mutilated,
      Destroyed, Lost or Stolen Right Certificates. 

              	
                11

              


      

      
        	
                7.

              	
                Exercise
      of Rights, Purchase Price; Expiration Date of
Rights. 

              	
                12

              


      

      
        	
                8.

              	
                Cancellation
      and Destruction of Right Certificates. 

              	
                14

              


      

      
        	
                9.

              	
                Availability
      of Shares of Capital Stock. 

              	
                14

              


      

      
        	
                10.

              	
                Capital
      Stock Record Date. 

              	
                16

              


      

      
        	
                11.

              	
                Adjustment
      of Purchase Price, Number and Kind of Shares and Number of
      Rights. 

              	
                16

              


      

      
        	
                12.

              	
                Certificate
      of Adjusted Purchase Price or Number of Shares. 

              	
                23

              


      

      
        	
                13.

              	
                [Reserved]. 

              	
                24

              


      

      
        	
                14.

              	
                Fractional
      Rights and Fractional Shares. 

              	
                24

              


      

      
        	
                15.

              	
                Rights
      of Action. 

              	
                25

              


      

      
        	
                16.

              	
                Agreement
      of Right Holders. 

              	
                25

              


      

      
        	
                17.

              	
                Right
      Certificate Holder Not Deemed a Stockholder. 

              	
                26

              


      

      
        	
                18.

              	
                Concerning
      the Rights Agent. 

              	
                26

              


      

      
        	
                19.

              	
                Merger
      or Consolidation or Change of Name of Rights Agent. 

              	
                27

              


      

      
        	
                20.

              	
                Duties
      of Rights Agent. 

              	
                28

              


      

      
        	
                21.

              	
                Change
      of Rights Agent. 

              	
                30

              


      

      
        	
                22.

              	
                Issuance
      of New Right Certificates. 

              	
                30

              


      

      
        	
                23.

              	
                Redemption. 

              	
                31

              


      

      
        	
                24.

              	
                Exchange. 

              	
                32

              


      

      
        	
                25.

              	
                Notice
      of Certain Events. 

              	
                33

              


      

      
        	
                26.

              	
                Notices. 

              	
                34

              


      

      
        	
                27.

              	
                Supplements
      and Amendments. 

              	
                34

              


      

      
        	
                28.

              	
                Successors. 

              	
                35

              


      

      
        	
                29.

              	
                Benefits
      of this Plan. 

              	
                35

              


      

      
        	
                30.

              	
                Process
      to Seek Exemption. 

              	
                35

              


      

      
        	
                31.

              	
                Determinations
      and Actions by the Board of Directors. 

              	
                36

              


      

      
        	
                32.

              	
                Severability. 

              	
                36

              


      

      
        	
                33.

              	
                Governing
      Law. 

              	
                36

              


      

      
        	
                34.

              	
                Counterparts. 

              	
                36

              


      

      
        	
                35.

              	
                Descriptive
      Headings. 

              	
                37

              


      

      
        	
                36.

              	
                Force
      Majeure. 

              	
                37

              


      

      
        	
                37.

              	
                Interpretation. 

              	
                37

              


      

       

      


      Exhibit
A                      Form
of Right Certificate

      Exhibit
B                      Summary
of Rights


      
        
          
            
              	 
      	
                       

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      TAX
BENEFIT PRESERVATION PLAN

       

      This Tax
Benefit Preservation Plan, dated as of May 26, 2010 (“Plan”), is entered
into between Autobytel Inc., a Delaware corporation (the “Company”), and
Computershare Trust Company, N.A., a federally chartered trust company, as
Rights Agent (the “Rights
Agent”).

       

      Background

       

      The
Company has generated certain substantial net operating loss carryovers and
other tax attributes for United States federal income tax purposes
(collectively, “NOLs”), which will
potentially provide valuable Tax Benefits (as defined below) to the
Company.  The ability to use the NOLs may be adversely affected by an
“ownership change” of the Company within the meaning of Section 382 (as defined
below). The Company desires to avoid such an “ownership change” and thereby
preserve the ability to use the NOLs.  In furtherance of such
objective, the Company desires to enter into this Plan.

       

      The Board
of Directors of the Company (the “Board”) has
authorized shares of preferred stock designated as “Series A Junior
Participating Preferred Stock” and has authorized and declared a dividend of one
preferred share purchase right (a “Right”) for each
share of Common Stock (as hereinafter defined) of the Company outstanding as of
the Close of Business (as defined below) on June 11, 2010 (the “Record Date”), each
Right initially representing the right to purchase one one-hundreth (subject to
adjustment) of a share of Preferred Stock (as hereinafter defined), upon the
terms and subject to the conditions herein set forth, and has further authorized
and directed the issuance of one Right (subject to adjustment as provided
herein) with respect to each share of Common Stock that shall become outstanding
between the Record Date and the earlier of the Distribution Date and the
Expiration Date (as such terms are hereinafter defined); provided, however, that
Rights may be issued with respect to shares of Common Stock that shall become
outstanding after the Distribution Date and before the Expiration Date in
accordance with Section 22.

       

      Accordingly,
in consideration of the premises and the mutual agreements herein set forth and
intending to be legally bound hereby, the parties agree as follows:

       

          1.  Certain
Definitions.  For purposes of this Plan, the following terms
have the meaning indicated:

         

             (a)  “Acquiring Person”
shall mean any Person (other than any Exempt Person) that has become, in itself
or together with all Affiliates of such Person, the Beneficial Owner of 4.90% or
more of the shares of Common Stock then outstanding; provided, however, that
Coghill (as defined herein) shall not be deemed an “Acquiring Person” so long as
(1) Coghill, together with its Affiliates and Associates, is not the Beneficial
Owner of more than 8,121,610 shares of Common Stock (other than pursuant to a
transaction authorized in writing in advance by the Board of Directors,
including a dividend or distribution paid or made by the Company on the
outstanding shares of Common Stock or pursuant to a split or subdivision of
Common Stock), (2) the Standstill Agreement (as defined herein) continues to be
binding on Coghill, (3) Coghill is in substantial compliance (as determined by
the Board in its sole discretion) with the terms of the Standstill Agreement, as
amended from time to time, (4) any and all amendments to the Standstill
Agreement have been approved by the Board, and (5) no amendments, if executed
after the Distribution Date, cure, or have the effect of curing, any prior
breach of the Standstill Agreement or any amendment thereto; further provided, however,
that, subject to the following sentence, any Existing Holder (as defined below)
will not be deemed to be an Acquiring Person for any purpose of this Plan on and
after the date on which the adoption of this Plan is first publicly announced;
provided, further, that a Person will not be deemed to have become an Acquiring
Person solely as a result of (i) a reduction in the number of shares of Common
Stock outstanding, (ii) the exercise of any options, warrants, rights or similar
interests (including restricted stock) granted by the Company to its directors,
officers and employees, (iii) any unilateral grant of any security by the
Company or any issuance by the Company of shares of its capital stock to such
Person, or (iv) an Exempt Transaction.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      If a
Person is not deemed an Acquiring Person by reason of the Person’s status as an
Existing Holder or pursuant to the provisions in subsections (i) through (iv)
above, such Person will become an Acquiring Person if that Person thereafter
acquires Beneficial Ownership of any additional shares of Common Stock (other
than (a) pursuant to a dividend or distribution paid or made by the Company on
the outstanding Common Stock, (b) pursuant to a split or subdivision of the
outstanding Common Stock, or (c) pursuant to any of the provisions in
subsections (i) through (iv) above), unless, upon becoming the Beneficial Owner
of such additional share or shares of Common Stock, such Person is not then the
Beneficial Owner of 4.90% or more of the shares of Common Stock then
outstanding.

       

      Notwithstanding the
foregoing, if a Person who would otherwise be an “Acquiring Person,” as
defined pursuant to the foregoing provisions of this Section 1(a), has become
such inadvertently (including, because (A) such Person was unaware that it
Beneficially Owned a percentage of shares of outstanding Common Stock that would
otherwise cause such Person to be an “Acquiring Person” or (B) such Person was
aware of the extent of its Beneficial Ownership of Common Stock but had no
actual knowledge of the consequences of such Beneficial Ownership under this
Plan), then the Board may, in its sole discretion, determine that if such Person
divests as promptly as practicable a sufficient number of shares of Common Stock
so that such Person would no longer be an Acquiring Person, as defined pursuant
to the foregoing provisions of this Section 1(a), then such Person shall not be
deemed to be or to have become an “Acquiring Person” for purposes of this Plan
as a result of such inadvertent acquisition.

       

      Further notwithstanding the
foregoing, if a Person who would otherwise be an “Acquiring Person,” as
defined pursuant to the foregoing provisions of this Section 1(a), has become
such as a result of an acquisition of Beneficial Ownership of shares of Common
Stock that the Board in its sole discretion determines in good faith, prior to
the Distribution Date that would otherwise occur as a result of such acquisition
will not be likely to directly or indirectly limit the availability to the
Company of the Tax Benefits or is otherwise in the best interests of the
Company, then such Person shall not be deemed to be or to have become an
“Acquiring Person” for purposes of this Plan as a result of such
acquisition.  The Board shall not have any obligation, implied or
otherwise, to make any such determination.  For the sake of clarity,
any Person deemed not to have become an “Acquiring Person” pursuant to the
preceding sentence will be subject to the provisions of this Section 1(a) with
respect to any future acquisitions of Beneficial Ownership of shares of Common
Stock.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

             (b)  “Affiliate” shall
mean, with respect to any Person, any other Person (whether or not an Exempt
Person) whose shares of Common Stock would be deemed constructively owned by
such first Person, owned by a single “entity” as defined in Section
1.382-3(a)(1) of the Treasury Regulations, or any comparable successor
provision, or otherwise aggregated with shares owned by such first Person for
purposes of Section 382.

       

             (c)  “Associate,” with
respect to any Person, shall have the meaning set forth in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act.

       

             (d)  “Authorized Officer”
shall have the meaning set forth in Section 20(b) hereof.

       

             (e)  A Person
shall be deemed the “Beneficial Owner” of,
and shall be deemed to “Beneficially Own” and have “Beneficial Ownership” of,
any securities:

       

      (i)
which, for purposes of Section 382, such Person is the “beneficial owner” of or
is deemed to constructively own or otherwise are to be aggregated with shares
owned by such Person;

       

      (ii) which such Person or any
of such Person’s Affiliates or Associates, directly or indirectly has the right
to acquire (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding
(whether or not in writing and other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public
offering of securities) or upon the exercise of conversion rights, exchange
rights, rights, warrants or options, or otherwise; provided, however, that a
Person shall not be deemed the “Beneficial Owner” of or to “beneficially own”
securities tendered pursuant to a tender or exchange offer made by such Person
or any of such Person’s Affiliates or Associates until such tendered securities
are accepted for payment, purchase or exchange;

       

      (iii)
which such Person, or any of such Person’s Affiliates or Associates, directly or
indirectly has the right to vote or dispose of or has “beneficial” ownership of
within the meaning of Rule 13d−3 of the General Rules and Regulations under the
Exchange Act as in effect on the date of this Agreement; provided, however, that a
Person shall not be deemed the “Beneficial Owner” of, or to “Beneficially Own,”
any security if the agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regulations promulgated under
the Exchange Act and (2) is not also then reportable on Schedule 13D under the
Exchange Act (or any comparable or successor report);

       

      (iv) which are Beneficially
Owned, directly or indirectly, by any other Person with whom (or with any
Affiliate or Associate of such other Person) such Person (or any of such
Person’s Affiliates or Associates) has any agreement, arrangement or
understanding (whether or not in writing and other than customary agreements
with and between underwriters and selling group members with respect to a bona
fide public offering of securities) for the purpose of acquiring, holding,
voting (except to the extent contemplated by the proviso to Section 1(e)(iii)
hereof) or disposing of any securities of the Company; or

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (v) which
such Person or any of such Person’s Affiliates or Associates has a Synthetic
Long Position that has been disclosed in a filing by such Person or any of such
Person’s Affiliates or Associates pursuant to Regulation 13D-G or Regulation 14D
under the Exchange Act in respect of which Common Stock are the “subject
security” (as such term is used in such Regulations); provided, however, that a
Person will not be deemed the “Beneficial Owner” of, or to “Beneficially Own,”
any security (A) that may be acquired upon the exercise of Rights prior to the
exercise of such Rights, (B) tendered pursuant to a tender or exchange offer
made by or on behalf of such Person or any of such Person’s Affiliates or
Associates until such tendered security is accepted for purchase or exchange,
(C) solely as a result of such Person having the right to vote such security
pursuant to a revocable proxy as described in the proviso to subparagraph (iii)
of this paragraph (e), or (D) if such beneficial ownership arises solely as a
result of such Person’s status as a “clearing agency,” as defined in Section
3(a)(23) of the Exchange Act.

       

      Provided, however, that
nothing in this paragraph (e) shall cause a Person engaged in business as an
underwriter of securities to be the “Beneficial Owner” of, or to “Beneficially
Own” any securities acquired through such Person’s participation in good faith
in a firm commitment underwriting until the expiration of forty (40) days after
the date of such acquisition.

       

      The
percentage of shares of the outstanding Common Stock deemed Beneficially Owned
by a Person for purposes of this Plan shall be no less than that determined in
accordance with Sections 1.382-2(a)(3), 1.382-2T(g), (h), (j) and (k) of the
Treasury Regulations, and any comparable successor provisions; provided,
however, that for the sole purpose of determining the percentage of shares of
the outstanding Common Stock owned by any particular Person (and not for the
purpose of determining the percentage of shares of outstanding Common Stock
owned by any other Person), Common Stock held by such Person shall not be
treated as no longer owned by such Person pursuant to Treasury Regulation §
1.382-2T(h)(2)(i)(A), or any comparable successor provision.

       

      (f)  “Board” shall have the
meaning set forth in the background hereto.

       

      (g)  “Book Entry” shall
mean an uncertificated book entry for the Common Stock.

       

      (h)  “Business Day” shall
mean any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of New York or the State of California are authorized
or obligated by law or executive order to close.

       

      (i)  “Cashless Exercise”
shall have the meaning set forth in Section 11(o) hereof.

       

      (j)  “Certificate of
Incorporation” shall mean the Fifth Amended and Restated Certificate of
Incorporation of the Company, as filed with the Secretary of State of the State
of Delaware on December 14, 1998, together with the Certificate of Amendment of
the Certificate of Incorporation as filed with the Secretary of State of the
State of Delaware on March 1, 1999, the Second Certificate of Amendment of the
Certificate of Incorporation as filed with the Secretary of State of the State
of Delaware on July 22, 1999, the Third Certificate of Amendment to the
Certificate of Incorporation as filed with the Secretary of State of the State
of Delaware on August 14, 2001, and the Amended Certificate of Designation of
Series A Junior Participating Preferred Stock as filed with the Secretary of
State of the State of Delaware on April 24, 2009, as the same may be amended and
restated from time to time.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (k)  “Close of Business” on
any given date shall mean 5:00 P.M., Eastern time, on such date; provided,
however, that if such date is not a Business Day it shall mean 5:00 P.M.,
Eastern time, on the next succeeding Business Day.

       

      (l)  “Code” shall mean the
Internal Revenue Code of 1986, as amended.

       

      (m)  “Coghill” shall mean
Coghill Capital Management, L.L.C., CCM Master Qualified Fund, Ltd., and Clint
Coghill.

       

      (n)  “Common Stock” when
used with reference to the Company shall mean the common stock, par value $0.001
per share, of the Company.

       

      (o)  “Common Stock
Equivalents” shall have the meaning set forth in Section 11(a)(iii)
hereof.

       

      (p)  “Current Value” shall
have the meaning set forth in Section 11(a)(iii) hereof.

       

      (q)  “Distribution Date”
shall have the meaning set forth in Section 3(a) hereof.

       

      (r)  “Equivalent Preferred
Shares” shall have the meaning set forth in Section 11(b)
hereof.

       

      (s)  “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.

       

      (t)  “Exchange Ratio” shall
have the meaning set forth in Section 24(a) hereof.

       

      (u)  “Exemption Request”
shall have the meaning set forth in Section 30 hereof.

       

      (v)  “Exempt Person” shall
mean (i) the Company or any Subsidiary (as such term is hereinafter defined) of
the Company, in each case including in its fiduciary capacity, (ii) any employee
benefit and/or savings plan of the Company or of any Subsidiary of the Company,
or (iii) any entity or trustee holding (or acting in a fiduciary capacity in
respect of) Common Stock for or pursuant to the terms of any such plan or for
the purpose of funding any such plan or funding other benefits for employees of
the Company or of any Subsidiary of the Company.

       

      (w)  “Exempt Transaction”
shall mean any transaction that the Board, in its sole discretion, has declared
exempt pursuant to Section 30, which determination shall be irrevocable with
respect to such transaction.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (x)  “Existing Holder”
shall mean any Person who, together with all Affiliates, Beneficially Owned
shares of Common Stock in excess of 4.90% of the shares of Common Stock then
outstanding immediately before the first public announcement
hereof.

       

      (y)  “Expiration Date”
shall have the meaning set forth in Section 7(a) hereof.

       

      (z)  “Invalidation Time”
shall have the meaning set forth in Section 11(a)(ii) hereof.

       

      (aa)  “NASDAQ” shall mean
The Nasdaq Stock Market.

       

      (bb)  “New York Stock
Exchange” shall mean the New York Stock Exchange, Inc.

       

      (cc)  “NOLs” shall have the
meaning set forth in the background hereto.

       

      (dd)  “Person” shall mean
any individual, firm, corporation, partnership, limited liability company,
limited liability partnership, trust, association, unincorporated organization
or other legal entity or any group of persons making a “coordinated acquisition”
of shares or otherwise treated as an entity within the meaning of Section
1.382-3(a)(1) of the Treasury Regulations, or any comparable successor
provision.

       

      (ee)  “Plan” shall have the
meaning ascribed thereto in the preamble to this Plan, and such term shall
include all amendments to this Plan.

       

      (ff)  “Preferred Stock”
shall mean the Series A Junior Participating Preferred Stock, par value $0.001
per share, of the Company.

       

      (gg)  “Purchase Price” shall
have the meaning set forth in Section 7(b) hereof.

       

      (hh)  “Record Date” shall
have the meaning set forth in the background hereto.

       

      (ii)  “Redemption Date”
shall have the meaning set forth in Section 7(a) hereof.

       

      (jj)  “Redemption Price”
shall have the meaning set forth in Section 23(a) hereof.

       

      (kk)  “Requesting Person”
shall have the meaning set forth in Section 30 hereof.

       

      (ll)  “Right” shall have the
meaning set forth in the background hereto.

       

      (mm)  “Right Certificate”
shall have the meaning set forth in Section 3(a) hereof.

       

      (nn)  “Securities Act” shall
mean the Securities Act of 1933, as amended.

       

      (oo)  “Section 11(a)(ii) Trigger
Date” shall have the meaning set forth in Section 11(a)(iii)
hereof.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (pp)  “Section 382” shall
mean Code section 382, and all Treasury Regulations promulgated under it, and
any comparable successor provision.

       

      (qq)  “Spread” shall have
the meaning set forth in Section 11(a)(iii) hereof.

       

      (rr)  “Standstill Agreement”
shall mean the Standstill Agreement between the Company and Coghill, dated as of
January 13, 2009.

       

      (ss)  “Stock Acquisition
Date” shall mean the first date of public announcement (which, for
purposes of this definition, shall include, a report filed or amended pursuant
to Section 13(d) of the Exchange Act) (i) by the Company or a Person or an
Affiliate or Associate of the Person, that the Person has become an Acquiring
Person or (ii) by the Company, that the Board has concluded, based on
information from any source, that a Person has become an Acquiring
Person.

       

      (tt)  “Subsidiary” of any
Person shall mean any Person of which securities or other ownership interests
having ordinary voting power sufficient to elect a majority of the board of
directors or other Persons performing similar functions are Beneficially Owned,
directly or indirectly, by such first Person, and any Person that is otherwise
controlled by such first Person.

       

      (uu)  “Substitution Period”
shall have the meaning set forth in Section 11(a)(iii) hereof.

       

      (vv)  “Synthetic Long
Position” shall mean any option, warrant, convertible security, stock
appreciation right or other contractual right, whether or not presently
exercisable, which has an exercise or conversion privilege or a settlement
payment or mechanism at a price related to Common Stock or a value determined in
whole or in part with reference to, or derived in whole or in part from, the
market price or value of Common Stock, whether or not such right is subject to
settlement in whole or in part in Common Stock, and which increases in value as
the value of Common Stock increases or which provides to the holder of such
right an opportunity, directly or indirectly, to profit or share in any profit
derived from any increase in the value of Common Stock, but shall not
include:

       

      (i)  rights of
a pledgee under a bona fide pledge of Common Stock;

       

      (ii)  rights of
all holders of Common Stock to receive Common Stock pro rata, or obligations to
dispose of Common Stock, as a result of a merger, exchange offer, or
consolidation involving the Company;

       

      (iii)  rights or
obligations to surrender Common Stock, or have Common Stock withheld, upon the
receipt or exercise of a derivative security or the receipt or vesting of equity
securities, in order to satisfy the exercise price or the tax withholding
consequences of receipt, exercise or vesting;

       

      (iv)  interests
in broad-based index options, broad-based index futures, and broad-based
publicly traded market baskets of stocks approved for trading by the appropriate
federal governmental authority;

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (v)  interests
or rights to participate in employee benefit plans of the Company held by
employees or former employees of the Company; or

       

      (vi)  options
granted to an underwriter in a registered public offering for the purpose of
satisfying over-allotments in such offering.

       

      The
number of shares of Common Stock in respect of which a Person has a Synthetic
Long Position shall be the notional or other number of shares of Common Stock
specified in a filing by such Person or any of such Person’s Affiliates or
Associates pursuant to Regulation 13D-G or Regulation 14D under the Exchange Act
in respect of which Common Stock is the “subject security” (as such term is
defined in such Regulations) or in the documentation evidencing the Synthetic
Long Position as being subject to be acquired upon the exercise or settlement of
the applicable right or as the basis upon which the value or settlement amount
of such right, or the opportunity of the holder of such right to profit or share
in any profit, is to be calculated in whole or in part or, if no such number of
shares of Common Stock is specified in such filing or documentation, as
determined by the Board in good faith to be the number of shares of Common Stock
to which the Synthetic Long Position relates.

       

      (ww)  “Summary of Rights”
shall have the meaning set forth in Section 3(b) hereof.

       

      (xx)  “Tax Benefits” shall
mean all net operating loss carryovers, capital loss carryovers, general
business carryovers, alternative minimum tax credit carryovers and foreign tax
credit carryovers, if any, as well as any loss or deduction attributable to a
“net unrealized built-in loss” within the meaning of Section 382 and the
Treasury Regulations promulgated thereunder, of the Company or any of its
Subsidiaries.

       

      (yy)  “Trading Day” shall
have the meaning set forth in Section 11(d)(i) hereof.

       

      (zz)  “Treasury Regulations”
shall mean final, temporary and proposed income tax regulations promulgated
under the Code.

       

      (aaa)  “Trust” shall have the
meaning set forth in Section 24(a) hereof.

       

      (bbb)  “Trust Agreement”
shall have the meaning set forth in Section 24(a) hereof.

       

      Any
determination required by the definitions in the Plan shall be made by the Board
in its good faith judgment, which determination shall be binding on the Rights
Agent and the holders of Rights.

       

      2.  Appointment
of Rights Agent.  The Company hereby appoints the Rights Agent
to act as agent for the Company in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment.  The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable, upon ten (10) days’ prior written notice to the Rights
Agent.  The Rights Agent shall have no duty to supervise, and shall in
no event be liable for, the acts or omissions of any such co-Rights
Agent.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      3.  Issue of
Right Certificates.

       

      (a)  Until the
earlier of (i) the Close of Business on the tenth Business Day after the Stock
Acquisition Date or (ii) the Close of Business on the tenth Business Day (or,
unless the Distribution Date shall have previously occurred, such later date as
may be specified by the Board) after the commencement by any Person (other than
an Exempt Person) of, or of the first public announcement of the intention of
such Person to commence, a tender or exchange offer, the consummation of which
would result in any Person (other than an Exempt Person) becoming an Acquiring
Person (the earlier of such dates being referred to as the “Distribution Date”;
provided, however, that if either of such dates occurs after the date of this
Plan and on or before the Record Date, then the Distribution Date shall be the
Record Date), (x) the Rights will be evidenced (subject to the provisions of
Section 3(b) hereof) solely by the certificates representing the Common Stock
registered in the names of the holders thereof (or by Book Entry shares in
respect of such Common Stock) and not by separate Right Certificates, and (y)
the Rights will be transferable only in connection with the transfer of Common
Stock.  As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign and the
Company will send or cause to be sent (and the Rights Agent will, if requested
and provided with all necessary information, send) by first-class,
postage-prepaid mail, to each record holder of Common Stock as of the Close of
Business on the Distribution Date (other than any Acquiring Person or any
Affiliate or Associate of an Acquiring Person), at the address of such holder
shown on the records of the Company or the transfer agent or registrar for the
Common Stock, one or more right certificates, in substantially the form of
Exhibit A hereto (a “Right Certificate”), evidencing one Right (subject to
adjustment as provided herein) for each share of Common Stock so
held.  As of and after the Distribution Date, the Rights will be
evidenced solely by such Right Certificates.  The Company shall
promptly notify the Rights Agent in writing upon the occurrence of the
Distribution Date and, if such notification is given orally, the Company shall
confirm same in writing on or prior to the Business Day next
following.  Until such notice is received by the Rights Agent, the
Rights Agent may presume conclusively for all purposes that the Distribution
Date has not occurred.

       

      (b)  As
promptly as practicable following the Record Date, the Company will send a copy
of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially
the form of Exhibit B hereto (the “Summary of Rights”),
by first-class, postage-prepaid mail, to each record holder of Common Stock as
of the Close of Business on the Record Date (other than any Acquiring Person or
any Affiliate of any Acquiring Person), at the address of such holder shown on
the records of the Company or the transfer agent or registrar for the Common
Stock.  Any failure to send a copy of the Summary of Rights shall not
invalidate the Rights or affect their transfer with the Common
Stock.  With respect to certificates representing Common Stock (or
Book Entry shares of Common Stock) outstanding as of the Record Date, until the
Distribution Date, the Rights will be evidenced solely by such certificates
registered in the names of the holders thereof (or the Book Entry
shares).  Until the Distribution Date (or, if earlier, the Expiration
Date), the surrender for transfer of any certificate for Common Stock (or any
Book Entry shares of Common Stock) outstanding on the Record Date shall also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate or Book Entry shares.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (c)  Rights
shall be issued in respect of all shares of Common Stock issued or disposed of
after the Record Date but before the earlier of the Distribution Date and the
Expiration Date (or in certain circumstances provided in Section 22 hereof,
after the Distribution Date).  Certificates issued for Common Stock
after the Record Date but before the earlier of the Distribution Date and the
Expiration Date (or in certain circumstances provided in Section 22 hereof,
after the Distribution Date) shall have impressed on, printed on, written on or
otherwise affixed to them substantially the following legend:

       

      This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in a Tax Benefit Preservation Plan between Autobytel Inc. (the
“Company”) and Computershare Trust Company, N.A., as Rights Agent, dated as of
May 26, 2010 and as amended from time to time (the “Plan”), the terms of which
are hereby incorporated herein by reference and a copy of which is on file at
the principal executive offices of the Company.  Under certain
circumstances, as set forth in the Plan, such Rights will be evidenced by
separate certificates and will no longer be evidenced by this
certificate.  The Company will mail to the holder of this certificate
a copy of the Plan without charge after receipt of a written request
therefor.  Under certain circumstances, as set forth in the Plan,
Rights owned by or transferred to any Person who is or becomes an Acquiring
Person (as defined in the Plan) and certain transferees thereof will become null
and void and will no longer be transferable.

       

      With
respect to any Book Entry shares of Common Stock, such legend shall be included
in a notice to the registered holder of such shares in accordance with
applicable law.  With respect to certificates containing the foregoing
legend or Book Entry shares, the holders of which were delivered (or otherwise
had) notice of the foregoing legend, until the Distribution Date the Rights
associated with the Common Stock represented by such certificates or Book Entry
shares shall be evidenced solely by such certificates or Book Entry shares
alone, and the surrender for transfer of any such certificate or Book Entry
share, except as otherwise provided herein, shall also constitute the transfer
of the Rights associated with the Common Stock represented
thereby.  In the event that the Company purchases or otherwise
acquires any Common Stock after the Record Date but before the Distribution
Date, any Rights associated with such Common Stock shall be deemed canceled and
retired so that the Company shall not be entitled to exercise any Rights
associated with the shares of Common Stock which are no longer
outstanding.

       

      Notwithstanding
this paragraph (c), neither the omission of the legend required hereby, nor the
failure to deliver the notice of such legend, shall affect the enforceability of
any part of this Plan or the rights of any holder of the Rights.

       

      4.  Form of
Right Certificates.  The Right Certificates (and the forms of
election to purchase shares and of assignment and the certificates to be printed
on the reverse thereof) shall each be substantially in the form set forth in
Exhibit A hereto and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as the Company may deem
appropriate (but which do not affect the rights, duties, liabilities or
responsibilities of the Rights Agent) and as are not inconsistent with the
provisions of this Plan, or as may be required to comply with any applicable law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of NASDAQ or of any other stock exchange or automated quotation
system on which the Rights may from time to time be listed or quoted, or to
conform to usage.  Subject to the provisions of this Plan, the Right
Certificates shall entitle the holders thereof to purchase such number of one
one-hundredths of a share of Preferred Stock as shall be set forth therein at
the Purchase Price (as determined pursuant to Section 7), but the amount and
type of securities purchasable upon the exercise of each Right and the Purchase
Price thereof shall be subject to adjustment as provided herein.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      5.  Countersignature
and Registration.

       

      (a)  The Right
Certificates shall be executed on behalf of the Company by the President of the
Company, either manually or by facsimile signature, shall have affixed thereto
the Company’s seal or a facsimile thereof and shall be attested by the Secretary
or an Assistant Secretary of the Company, either manually or by facsimile
signature.  The Right Certificates shall be countersigned by the
Rights Agent, either manually or by facsimile signature, and shall not be valid
for any purpose unless countersigned.  In case any officer of the
Company who shall have signed any of the Right Certificates shall cease to be
such officer of the Company before countersignature by the Rights Agent and
issuance and delivery by the Company, such Right Certificates, nevertheless, may
be countersigned by the Rights Agent and issued and delivered by the Company
with the same force and effect as though the Person who signed such Right
Certificates had not ceased to be such officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any Person who, at the
actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of
the execution of this Plan any such Person was not such an officer.

       

      (b)  Following
the Distribution Date, receipt by the Rights Agent of written notice to that
effect and all other relevant information referred to in Section 3(a), the
Rights Agent will keep or cause to be kept, at an office or agency designated
for such purpose, books for registration and transfer of the Right Certificates
issued hereunder.  Such books shall show the names and addresses of
the respective holders of the Right Certificates, the number of Rights evidenced
on its face by each of the Right Certificates and the date of each of the Right
Certificates.

       

      6.  Transfer,
Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed,
Lost or Stolen Right Certificates.

       

      (a)  Subject
to the provisions of this Plan, at any time after the Close of Business on the
Distribution Date and at or before the Close of Business on the Expiration Date,
any Right Certificate or Right Certificates may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of one one-hundredths
of a share of Preferred Stock (or other securities, cash or assets as the case
may be) as the Right Certificate or Right Certificates surrendered then entitled
such holder to purchase.  Any registered holder desiring to transfer,
split up, combine or exchange any Right Certificate or Right Certificates shall
make such request in writing delivered to the Rights Agent, and shall surrender
the Right Certificate or Right Certificates to be transferred, split up,
combined or exchanged at the office or agency of the Rights Agent designated for
such purpose.  The Right Certificates are transferable only on the
registry books of the Rights Agent.  Neither the Rights Agent nor the
Company shall be obligated to take any action with respect to the transfer of
any such surrendered Right Certificate until the registered holder shall have
(i) properly completed and duly executed the certificate set forth in the form
of assignment on the reverse side of such Right Certificate, (ii) provided such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) of the Rights represented by such Right Certificate or
Affiliates or Associates thereof as the Company or the Rights Agent shall
reasonably request, and (iii) paid a sum sufficient to cover any tax or charge
that may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates as required by Section 9(e)
hereof.  Thereupon the Rights Agent, subject to the provisions of this
Plan, shall countersign and deliver to the Person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so
requested.  The Rights Agent shall forward any such sum collected by
it to the Company or to such Persons as the Company shall specify by written
notice.  The Rights Agent shall have no duty or obligation under any
Section of this Plan which requires the payment of taxes or charges unless and
until it is satisfied that all such taxes and/or charges have been
paid.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (b)  Subject
to the provisions of this Plan, at any time after the Distribution Date and
before the Expiration Date, upon receipt by the Company and the Rights Agent of
evidence satisfactory to them of the loss, theft, destruction or mutilation of a
Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security satisfactory to them, and, at the Company’s request, reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Right Certificate
if mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for delivery to the registered holder in lieu of the
Right Certificate so lost, stolen, destroyed or mutilated.

       

      7.  Exercise
of Rights, Purchase Price; Expiration Date of Rights.

       

      (a)  Except as
otherwise provided herein, the Rights shall become exercisable on the
Distribution Date, and thereafter the registered holder of any Right Certificate
may, subject to Section 11(a)(ii) hereof and except as otherwise provided
herein, exercise the Rights evidenced thereby in whole or in part upon surrender
of the Right Certificate, with the form of election to purchase and the
certificate on the reverse side thereof properly completed and duly executed, to
the Rights Agent at the office or agency of the Rights Agent designated for such
purpose, together with payment of the Purchase Price for each one-hundredth of a
share of Preferred Stock (or other securities, cash or other assets, as the case
may be) as to which the Rights are exercised and an amount equal to any tax or
charge required to be paid by such holder under Section 9(e) hereof, at any time
which is both after the Distribution Date and before the time (the “Expiration Date”)
that is the earliest of: (i) the Close of Business on May 26, 2014, (ii) the
time at which the Rights are redeemed as provided in Section 23 hereof (the
“Redemption
Date”), (iii) the time at which such Rights are exchanged as provided in
Section 24 hereof, (iv) the end of the calendar month in which occurs the final
adjournment of the Company’s 2011 annual meeting of stockholders, if stockholder
approval of this Plan has not been
received at such meeting, (v) the repeal of Section 382 or any successor statute
if the Board determines that this Plan is no longer necessary for the
preservation of Tax Benefits, (vi) the beginning of a taxable year of the
Company to which the Board determines that no Tax Benefits may be carried
forward, or (vii) such time as the Board determines that a limitation on the use
of the Tax Benefits under Section 382 would no longer be material to the
Company.  The Board shall at least annually consider whether to make
the determination provided by Section 7(a)(vii) in light of all relevant
factors, including, in particular, the amount and anticipated utilization of the
Company’s Tax Benefits and the Company’s market capitalization.  The
Company shall promptly notify the Rights Agent in writing upon the occurrence of
the Expiration Date and, if such notification is given orally, the Company shall
confirm same in writing on or prior to the Business Day next
following.  Until such notice is received by the Rights Agent, the
Rights Agent may presume conclusively for all purposes, prior to the Close of
Business on May 26, 2014, that the Expiration Date has not
occurred.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (b)  The
Purchase Price shall be initially $8.00 for each one one-hundredth of a share of
Preferred Stock purchasable upon the exercise of a Right (the “Purchase
Price”).  The Purchase Price and the number of one
one-hundredths of a share of Preferred Stock or other securities or property to
be acquired upon exercise of a Right shall be subject to adjustment from time to
time as provided in Section 11 hereof and shall be payable in lawful money of
the United States of America in accordance with paragraph (c) of this Section
7.

       

      (c)  Except as
otherwise provided herein, upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase properly completed and
duly executed, accompanied (subject to the following sentence and Section 11(o))
by payment of the aggregate Purchase Price for the number of shares of Preferred
Stock to be purchased and an amount equal to any applicable tax or charge
required to be paid by the holder of such Right Certificate in accordance with
Section 6 hereof, in cash or by certified check, cashier’s check or money order
payable to the order of the Company, the Rights Agent shall thereupon promptly
(i) (A) requisition from any transfer agent of the Preferred Stock, or make
available if the Rights Agent is the transfer agent for the Preferred Stock,
certificates for the number of shares of Preferred Stock to be purchased, and
the Company hereby irrevocably authorizes each such transfer agent to comply
with all such requests, or (B) requisition from the depositary agent appointed
by the Company depositary receipts representing interests in such number of
shares of Preferred Stock as are to be purchased (in which case certificates for
the Preferred Stock represented by such receipts shall be deposited by the
transfer agent with the depositary agent), and the Company hereby directs any
such depositary agent to comply with such request, (ii) when necessary to comply
with this Plan, requisition from the Company the amount of cash to be paid in
lieu of issuance of fractional shares in accordance with Section 14 hereof,
(iii) after receipt of such certificates or depositary receipts, cause the same
to be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder and (iv) when necessary to comply with this Plan, after receipt of the
cash requisitioned from the Company, deliver such cash to or upon the order of
the registered holder of such Right Certificate.  If the Company is
obligated to issue other securities of the Company, pay cash and/or distribute
other property pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such other securities, cash and/or other property
are available for distribution by the Rights Agent, if and when necessary to
comply with this Plan.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      (d)  Except as
otherwise provided herein, in case the registered holder of any Right
Certificate shall exercise less than all of the Rights evidenced thereby, a new
Right Certificate evidencing Rights equivalent to the exercisable Rights
remaining unexercised shall be issued by the Rights Agent to the registered
holder of such Right Certificate or to his duly authorized assigns, subject to
the provisions of Section 6 and Section 14 hereof.

       

      (e)  Notwithstanding
anything in this Plan to the contrary, neither the Rights Agent nor the Company
shall be obligated to undertake any action with respect to a registered holder
of Rights or other securities into which the Rights have been converted or
exchanged upon the occurrence of any purported transfer or exercise of Rights
pursuant to Section 6 hereof or this Section 7 unless such registered holder
shall have (i) properly completed and duly executed the certificate contained in
the form of assignment or form of election to purchase set forth on the reverse
side of the Right Certificate surrendered for such transfer or exercise and (ii)
provided such additional evidence of the identity of the Beneficial Owner,
former Beneficial Owner and/or Affiliates or Associates thereof as the Company
or the Rights Agent shall reasonably request.

       

      8.  Cancellation
and Destruction of Right Certificates.  All Right Certificates
surrendered for the purpose of exercise, transfer, split up, combination or
exchange shall, if surrendered to the Company or to any of its agents, be
delivered to the Rights Agent for cancellation or in canceled form, or, if
surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in respect thereof except as expressly permitted by
any of the provisions of this Plan.  The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof.  The Rights Agent
shall deliver all canceled Right Certificates to the Company, or shall, at the
written request of the Company, destroy or cause to be destroyed such canceled
Right Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

       

      9.  Availability
of Shares of Capital Stock.

       

      (a)  The
Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued shares of Preferred Stock or any
shares of Preferred Stock held in its treasury, the number of shares of
Preferred Stock that will be sufficient to permit the exercise in full of all
outstanding Rights.

       

      (b)  So long
as the shares of Preferred Stock (and, following the time that a Person becomes
an Acquiring Person, shares of Common Stock and other securities) issuable upon
the exercise of Rights may be listed or admitted to trading on NASDAQ or listed
on any other national securities exchange or quotation system, the Company shall
use its best efforts to cause, from and after such time as the Rights become
exercisable, all shares reserved for such issuance to be listed or admitted to
trading on NASDAQ or listed on such other national securities exchange or
quotation system upon official notice of issuance upon such
exercise.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (c) From and
after such time as the Rights become exercisable, the Company shall use its best
efforts, if then necessary, to permit the issuance of shares of Preferred Stock
(and following the time that a Person first becomes an Acquiring Person, shares
of Common Stock and other securities) upon the exercise of Rights, to register
and qualify such shares of Preferred Stock (and following the time that a Person
first becomes an Acquiring Person, shares of Common Stock and other securities)
under the Securities Act and any applicable state securities or “Blue Sky” laws
(to the extent exemptions therefrom are not available), cause such registration
statement and qualifications to become effective as soon as possible after such
filing and keep such registration and qualifications effective until the earlier
of (x) the date as of which the Rights are no longer exercisable for such
securities and (y) the Expiration Date.  The Company may temporarily
suspend, for a period of time not to exceed ninety (90) days, the exercisability
of the Rights in order to prepare and file a registration statement under the
Securities Act and permit it to become effective.  Upon any such
suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in
effect.  The Company shall notify the Rights Agent whenever it makes a
public announcement pursuant to this Section 9(c) and give the Rights Agent a
copy of such announcement.  Notwithstanding any provision of this Plan
to the contrary, the Rights shall not be exercisable in any jurisdiction unless
the requisite qualification or exemption in such jurisdiction shall have been
obtained and until a registration statement under the Securities Act (if
required) shall have been declared effective.

       

      (d)  The
Company covenants and agrees that it will take all such action as may be
necessary to ensure that all shares of Preferred Stock (and following the time
that a Person first becomes an Acquiring Person, shares of Common Stock and
other securities) delivered upon exercise of Rights (subject to payment of the
Purchase Price) or delivered pursuant to an exchange for Common Stock under
Section 24, shall, at the time of delivery of the certificates therefor, be duly
and validly authorized and issued and fully paid and nonassessable
shares.

       

      (e)  The
Company further covenants and agrees that it will pay when due and payable any
and all taxes and charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any shares of Preferred Stock (or
shares of Common Stock and other securities) upon the exercise of
Rights.  The Company shall not, however, be required to pay any
transfer tax or charge which may be payable in respect of any transfer or
delivery of Right Certificates to a Person other than, or the issuance or
delivery of certificates or depositary receipts for the Preferred Stock (or
shares of Common Stock and other securities) in a name other than that of, the
registered holder of the Right Certificate evidencing Rights surrendered for
exercise or to issue or deliver any certificates or depositary receipts for
Preferred Stock (or shares of Common Stock and other securities) upon the
exercise of any Rights until any such tax or charge shall have been paid (any
such tax or charge being payable by that holder of such Right Certificate at the
time of surrender) or until it has been established to the Company’s or the
Rights Agent’s satisfaction that no such tax or charge is due.

       

      10.  Capital
Stock Record Date.  Each Person in whose name any certificate
for Preferred Stock (or Common Stock or other securities, as the case may be) is
issued (or in whose name shares thereof are registered in book-entry form) upon
the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the shares of Preferred Stock (or Common Stock or other
securities, as the case may be) represented by such certificate (or registered
in book-entry form), and such certificate shall be dated (or the registration in
book-entry form shall be dated), the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and any applicable taxes or charges) was made or, if issued pursuant to Section
24, the date upon which the Company issues such certificate or effects such
registration in book-entry form in exchange for the Rights; provided, however,
that if the applicable transfer books of the Company are closed on such date,
such Person shall be deemed to have become the record holder of such shares on,
and such certificate shall be dated (or the registration in book-entry form
shall be dated), the next succeeding Business Day on which such transfer books
are open.  Before the exercise of the Rights evidenced thereby (or an
exchange pursuant to Section 24), the holder of a Right Certificate shall not be
entitled to any rights of a holder of Preferred Stock (or Common Stock or other
securities, as the case may be) for which the Rights shall be exercisable,
including the right to vote or to receive dividends or other distributions, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      11.  Adjustment
of Purchase Price, Number and Kind of Shares and Number of
Rights.  The Purchase Price, the number of shares of Preferred
Stock or other securities or property purchasable upon exercise of each Right
and the number of Rights outstanding are subject to adjustment from time to time
as provided in this Section 11.

       

      (a) 

       

      (i)  In the
event the Company shall at any time after the date of this Plan (A) declare a
dividend on the Preferred Stock payable in shares of Preferred Stock, (B)
subdivide the outstanding shares of Preferred Stock, (C) combine the outstanding
shares of Preferred Stock into a smaller number of shares of Preferred Stock or
(D) issue any shares of its capital stock in a reclassification of the Preferred
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in this Section 11(a), the Purchase Price in effect at the
time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification, as the case may be, and the number
and kind of shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive the aggregate number and kind of shares of
capital stock which, if such Right had been exercised immediately before such
date and at a time when the Preferred Stock transfer books of the Company were
open, the holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination or
reclassification.

       

      (ii)  Subject
to Section 24 of this Plan, and except as otherwise provided in this Section
11(a)(ii) and Section 11(a)(iii), in the event that any Person becomes an
Acquiring Person, each holder of a Right shall thereafter have the right to
receive, upon exercise thereof at a price equal to the then-current Purchase
Price, in accordance with the terms of this Plan and in lieu of shares of
Preferred Stock, such number of shares of Common Stock (or at the option of the
Company, such number of one-hundredths of a share of Preferred Stock) as shall
equal the result obtained by multiplying (x) the then-current Purchase Price, by
(y) the number of one-hundredths of a share of Preferred Stock for which a Right
is then exercisable and dividing the product of (x) and (y) by (z) 50% of the
then-current per share market price of the Common Stock (determined pursuant to
Section 11(d) hereof) on the date of the occurrence of such event; provided,
however, that the Purchase Price (as so adjusted) and the number of shares of
Common Stock so receivable upon exercise of a Right shall thereafter be subject
to further adjustment as appropriate in accordance with this Section 11
hereof.  Notwithstanding anything in this Plan to the contrary,
however, from and after the time (the “Invalidation Time”)
when any Person first becomes an Acquiring Person, any Rights that are
Beneficially Owned by (x) any Acquiring Person (or any Affiliate or Associate of
any Acquiring Person), (y) a transferee of any Acquiring Person (or any such
Affiliate or Associate) who becomes a transferee after the Invalidation Time or
(z) a transferee of any Acquiring Person (or any such Affiliate or Associate)
who became a transferee before or concurrently with the Invalidation Time
pursuant to either (I) a transfer from the Acquiring Person to holders of its
equity securities or to any Person with whom it has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (II) a transfer
that the Board has determined is part of a plan, arrangement or understanding
which has the purpose or effect of avoiding the provisions of this paragraph,
and subsequent transferees of such Persons, shall be void without any further
action, and any holder of such Rights shall thereafter have no rights whatsoever
with respect to such Rights under any provision of this Plan.  The
Company shall use all reasonable efforts to ensure that the provisions of this
Section 11(a)(ii) are complied with, but shall have no liability to any holder
of Right Certificates or other Person as a result of the Company’s failure to
make any determinations with respect to an Acquiring Person or its Affiliates or
Associates or transferees hereunder.  From and after the Invalidation
Time, no Right Certificate shall be issued pursuant to Section 3 or Section 6
hereof that represents Rights that are or have become void pursuant to the
provisions of this paragraph, and any Right Certificate delivered to the Rights
Agent that represents Rights that are or have become void pursuant to the
provisions of this paragraph shall be canceled.  The Company shall
promptly notify the Rights Agent in writing upon the occurrence of the
Invalidation Time and, if such notification is given orally, the Company shall
confirm same in writing on or prior to the Business Day next
following.  Until such notice is received by the Rights Agent, the
Rights Agent may presume conclusively for all purposes that the Invalidation
Time has not occurred.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      (iii)  The
Company may at its option (or, if required to comply with its Certificate of
Incorporation, shall) substitute for a share of Common Stock issuable upon the
exercise of Rights in accordance with the foregoing subparagraph (ii) such
number or fraction of shares of Preferred Stock (or, if required to comply with
its Certificate of Incorporation, equivalent shares of its capital stock) having
an aggregate current market value equal to the current per share market price of
a share of Common Stock.  In the event that there shall be an
insufficient number of shares of Common Stock authorized but unissued (and
unreserved) to permit the exercise in full of the Rights in accordance with the
foregoing subparagraph (ii), the Board shall, with respect to such deficiency,
to the extent permitted by applicable law and any material agreements then in
effect to which the Company is a party, (A) determine the excess of (x) the
value of the shares of Common Stock issuable upon the exercise of a Right in
accordance with the foregoing subparagraph (ii) (the “Current Value”) over
(y) the then-current Purchase Price multiplied by the number of one-hundredths
of a share of Preferred Stock for which a Right was exercisable immediately
before the time that the Acquiring Person became such (such excess, the “Spread”), and (B)
with respect to each Right (other than Rights which have become void pursuant to
Section 11(a)(ii)), make adequate provision to substitute for the shares of
Common Stock issuable in accordance with subparagraph (ii) upon exercise of the
Right and payment of the applicable Purchase Price, (1) cash, (2) a reduction in
such Purchase Price, (3) shares of Preferred Stock or other equity securities of
the Company (including shares or fractions of shares of preferred stock which,
by virtue of having dividend, voting and liquidation rights substantially
comparable to those of the shares of Common Stock, are deemed in good faith by
the Board to have substantially the same value as the shares of Common Stock
(such shares of preferred stock and shares or fractions of shares of preferred
stock are hereinafter referred to as “Common Stock
Equivalents”)), (4) debt securities of the Company, (5) other assets, or
(6) any combination of the foregoing, having a value which, when added to the
value of the shares of Common Stock actually issued upon exercise of such Right,
shall have an aggregate value equal to the Current Value (less the amount of any
reduction in such Purchase Price), where such aggregate value has been
determined by the Board upon the advice of a nationally recognized investment
banking firm selected in good faith by the Board; provided, however, that if the
Company shall not make adequate provision to deliver value pursuant to clause
(B) above within thirty (30) days following the date that the Acquiring Person
became such (the “Section 11(a)(ii) Trigger
Date”), then the Company shall be obligated to deliver, to the extent
permitted by applicable law and any material agreements then in effect to which
the Company is a party, upon the surrender for exercise of a Right and without
requiring payment of such Purchase Price, shares of Common Stock (to the extent
available), and then, if necessary, such number or fractions of shares of
Preferred Stock (to the extent available) and then, if necessary, cash, which
shares and/or cash have an aggregate value equal to the Spread.  If,
within the thirty (30) day period referred to above the Board shall determine in
good faith that it is likely that sufficient additional shares of Common Stock
could be authorized for issuance upon exercise in full of the Rights, then, if
the Board elects, such thirty (30) day period may be extended to the extent
necessary, but not more than ninety (90) days after the Section 11(a)(ii)
Trigger Date, in order that the Company may seek stockholder approval for the
authorization of such additional shares (such thirty (30) day period, as it may
be extended, is hereinafter called the “Substitution
Period”).  To the extent that the Company determines that some
action need be taken pursuant to the second and/or third sentence of this
Section 11(a)(iii), the Company (x) shall provide, subject to Section 11(a)(ii)
hereof and the last sentence of this Section 11(a)(iii) hereof, that such action
shall apply uniformly to all outstanding Rights and (y) may suspend the
exercisability of the Rights until the expiration of the Substitution Period in
order to seek any authorization of additional shares and/or to decide the
appropriate form of distribution to be made pursuant to such second sentence and
to determine the value thereof.  In the event of any such suspension,
the Company shall issue a public announcement stating that the exercisability of
the Rights has been temporarily suspended, as well as a public announcement at
such time as the suspension is no longer in effect.  For purposes of
this Section 11(a)(iii), the value of the shares of Common Stock shall be the
current per share market price (as determined pursuant to Section 11(d)(i)) on
the Section 11(a)(ii) Trigger Date and the per share or fractional value of any
“Common Stock
Equivalent” shall be deemed to equal the current per share market price
of the Common Stock on such date.  The Board may, but shall not be
required to, establish procedures to allocate the right to receive shares of
Common Stock upon the exercise of the Rights among holders of Rights pursuant to
this Section 11(a)(iii).

       

      
        
          
          

        

        
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      (b)  In case
the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Preferred Stock entitling them (for a period expiring
within 45 calendar days after such record date) to subscribe for or purchase
Preferred Stock (or shares having similar rights, privileges and preferences as
the Preferred Stock (“Equivalent Preferred
Shares”)) or securities convertible into Preferred Stock or Equivalent
Preferred Shares at a price per share of Preferred Stock or Equivalent Preferred
Shares (or having a conversion price per share, if a security convertible into
shares of Preferred Stock or Equivalent Preferred Shares) less than the then
current per share market price of the Preferred Stock (determined pursuant to
Section 11(d) hereof) on such record date, the Purchase Price to be in effect
after such record date shall be determined by multiplying the Purchase Price in
effect immediately before such record date by a fraction, the numerator of which
shall be the number of shares of Preferred Stock and Equivalent Preferred Shares
outstanding on such record date plus the number of shares of Preferred Stock and
Equivalent Preferred Shares which the aggregate offering price of the total
number of such shares so to be offered (and/or the aggregate initial conversion
price of the convertible securities so to be offered) would purchase at such
current market price, and the denominator of which shall be the number of shares
of Preferred Stock and Equivalent Preferred Shares outstanding on such record
date plus the number of additional shares of Preferred Stock and/or Equivalent
Preferred Shares to be offered for subscription or purchase (or into which the
convertible securities so to be offered are initially convertible); provided,
however, that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right.  In case such
subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board, whose determination shall be described in
a statement filed with the Rights Agent and which shall be binding on the Rights
Agent.  Shares of Preferred Stock and Equivalent Preferred Shares
owned by or held for the account of the Company shall not be deemed outstanding
for the purpose of any such computation.  Such adjustment shall be
made successively whenever such a record date is fixed; and in the event that
such rights, options or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record
date had not been fixed.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      (c)  In case
the Company shall fix a record date for the making of a distribution to all
holders of the Preferred Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation) of evidences of indebtedness or assets (other than a
regular quarterly cash dividend or a dividend payable in Preferred Stock) or
subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately before such
record date by a fraction, the numerator of which shall be the then-current per
share market price of the Preferred Stock (determined pursuant to Section 11(d)
hereof) on such record date, less the fair market value (as determined in good
faith by the Board whose determination shall be described in a statement filed
with the Rights Agent and shall be binding on the Rights Agent) of the portion
of such assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to one share of Preferred Stock, and
the denominator of which shall be such current per share market price of the
Preferred Stock; provided, however, that in no event shall the consideration to
be paid upon the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company to be issued upon exercise of one
Right.  Such adjustments shall be made successively whenever such a
record date is fixed; and in the event that such distribution is not so made,
the Purchase Price shall again be adjusted to be the Purchase Price that would
then be in effect if such record date had not been fixed.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      (d) 

       

      (i)  Except as
otherwise provided herein, for the purpose of any computation hereunder, the
“current per share market price” of any security (a “Security” for the
purpose of this Section 11(d)(i)) on any date shall be deemed to be the average
of the daily closing prices per share of such Security for the 30 consecutive
Trading Days (as such term is hereinafter defined) immediately before, but not
including, such date; provided, however, that in the event that the current per
share market price of the Security is determined during a period following, but
not including, the announcement by the issuer of such Security of (A) a dividend
or distribution on such Security payable in shares of such Security or
securities convertible into such shares, or (B) any subdivision, combination or
reclassification of such Security, and before the expiration of 30 Trading Days
after the ex-dividend date for such dividend or distribution, or the record date
for such subdivision, combination or reclassification, then, and in each such
case, the current per share market price shall be appropriately adjusted to
reflect the current market price per share equivalent of such
Security.  The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported by the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or
NASDAQ or, if the Security is not listed or admitted to trading on the New York
Stock Exchange or NASDAQ, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the Security is listed or admitted to trading or,
if the Security is not listed or admitted to trading on any national securities
exchange, the last quoted price or, if on such date the Security is not so
quoted or reported, the average of the high and low asked prices in the
over-the-counter market as reported by any system then in use, or, if not so
quoted, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Security selected by the
Board.  The term “Trading Day” shall
mean a day on which the principal national securities exchange on which the
Security is listed or admitted to trading is open for the transaction of
business or, if the Security is not listed or admitted to trading on any
national securities exchange, a Business Day.

       

      (ii)  For the
purpose of any computation hereunder, if the Preferred Stock is publicly traded,
the “current per share market price” of the Preferred Stock shall be determined
in accordance with the method set forth in Section 11(d)(i).  If the
Preferred Stock is not publicly traded but the Common Stock is publicly traded,
the “current per share market price” of the Preferred Stock shall be
conclusively deemed to be the current per share market price of the Common Stock
as determined pursuant to Section 11(d)(i) multiplied by the then applicable
Adjustment Number (as defined in and determined in accordance with the
Certificate of Designation for the Preferred Stock).  If neither the
Common Stock nor the Preferred Stock is publicly traded, “current per share
market price” shall mean the fair value per share as determined in good faith by
the Board, whose determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      (e)  No
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Purchase Price; provided,
however, that any adjustments not required to be made by reason of this Section
11(e) shall be carried forward and taken into account in any subsequent
adjustment.  All calculations under this Section 11 shall be made to
the nearest cent or to the nearest one one-hundredth of a share of Preferred
Stock or share of Common Stock or other share or security as the case may
be.  Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than the earlier
of (i) three years from the date of the transaction which requires such
adjustment or (ii) the Expiration Date.  If as a result of an
adjustment made pursuant to Section 11(a) hereof, the holder of any Right
thereafter exercised shall become entitled to receive any shares of capital
stock of the Company other than the Preferred Stock, thereafter the Purchase
Price and the number of such other shares so receivable upon exercise of a Right
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Preferred
Stock contained in Sections 11(a), 11(b), 11(c), 11(e), 11(h), 11(i) and 11(m)
and the provisions of Sections 7, 9, 10 and 14 hereof with respect to the
Preferred Stock shall apply on like terms to any such other shares.

       

      (f)  All
Rights originally issued by the Company subsequent to any adjustment made to the
Purchase Price hereunder shall evidence the right to purchase, at the adjusted
Purchase Price, the number of one one-hundredths of a share of Preferred Stock
purchasable from time to time hereunder upon exercise of the Rights, all subject
to further adjustment as provided herein.

       

      (g)  Unless
the Company shall have exercised its election as provided in Section 11(i), upon
each adjustment of the Purchase Price as a result of the calculations made in
Sections 11(b) and 11(c), each Right outstanding immediately before the making
of such adjustment shall thereafter evidence the right to purchase, at the
adjusted Purchase Price, that number of one one-hundredths of a share of
Preferred Stock (calculated to the nearest one-hundredth of a share of Preferred
Stock) obtained by (i) multiplying (x) the number of one-hundredths of a share
of Preferred Stock purchasable upon the exercise of a Right immediately before
such adjustment by (y) the Purchase Price in effect immediately before such
adjustment of the Purchase Price and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

       

      (h)  The
Company may elect on or after the date of any adjustment of the Purchase Price
or any adjustment made to the number of shares of Preferred Stock for which a
Right may be exercised pursuant to Section 11(a)(i), 11(b) or 11(c) hereof to
adjust the number of Rights, in substitution for any adjustment in the number of
one one-hundredths of a share of Preferred Stock purchasable upon the exercise
of a Right.  Each of the Rights outstanding after such adjustment of
the number of Rights shall be exercisable for the number of one one-hundredths
of a share of Preferred Stock for which a Right was exercisable immediately
before such adjustment.  Each Right held of record before such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one-hundredth) obtained by dividing the Purchase
Price in effect immediately before adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase
Price.  The Company shall make a public announcement (with prompt
written notice thereof to the Rights Agent) of its election to adjust the number
of Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made.  This record date may
be the date on which the Purchase Price is adjusted or any day thereafter, but,
if the Right Certificates have been issued, shall be at least ten (10) days
later than the date of the public announcement.  If Right Certificates
have been issued, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company may, as promptly as practicable, cause to be
distributed to holders of record of Right Certificates on such record date Right
Certificates evidencing, subject to Section 14 hereof, the additional Rights to
which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held by such holders
before the date of adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights to which such holders
shall be entitled as a result of such adjustment.  Right Certificates
so to be distributed shall be issued, executed and countersigned in the manner
provided for herein and shall be registered in the names of the holders of
record of Right Certificates on the record date specified in the public
announcement.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      (i)  Irrespective
of any adjustment or change in the Purchase Price or the number of one
one-hundredths of a share of Preferred Stock issuable upon the exercise of the
Rights, the Right Certificates theretofore and thereafter issued may continue to
express the Purchase Price and the number of one-hundredths of a share of
Preferred Stock which were expressed in the initial Right Certificates issued
hereunder without effect on the Purchase Price payable to exercise a Right or
the number of one one-hundredths of a share of Preferred Stock issuable upon the
exercise of a Right as provided herein.

       

      (j)  Before
taking any action that would cause an adjustment reducing the Purchase Price
below the then par value, if any, of the shares of Preferred Stock or other
shares of capital stock issuable upon exercise of the Rights, the Company shall
take any corporate action which may, in the opinion of its counsel, be necessary
in order that the Company may validly and legally issue fully paid and
nonassessable shares of Preferred Stock or other such shares at such adjusted
Purchase Price.

       

      (k)  In any
case in which this Section 11 shall require that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company
may elect to defer (with prompt written notice thereof to the Rights Agent)
until the occurrence of such event issuing to the holder of any Right exercised
after such record date the Preferred Stock, Common Stock or other capital stock
or securities of the Company, if any, issuable upon such exercise over and above
the Preferred Stock, Common Stock or and other capital stock or securities of
the Company, if any, issuable upon such exercise on the basis of the Purchase
Price in effect before such adjustment; provided, however, that the Company
shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder’s right to receive such additional shares upon the
occurrence of the event requiring such adjustment.

       

      (l)  Notwithstanding
anything in this Section 11 to the contrary, the Company shall be entitled to
make such adjustments in the Purchase Price, in addition to those adjustments
expressly required by this Section 11, as and to the extent that the Board in
its sole discretion shall determine to be advisable in order that any
consolidation or subdivision of the Preferred Stock, issuance wholly for cash of
any shares of Preferred Stock at less than the current market price, issuance
wholly for cash of Preferred Stock or securities which by their terms are
convertible into or exchangeable for Preferred Stock, dividends on Preferred
Stock payable in shares of Preferred Stock or issuance of rights, options or
warrants referred to hereinabove in Section 11(b), hereafter made by the Company
to holders of its Preferred Stock shall not be taxable to such
stockholders.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      (m)  Notwithstanding
anything in this Plan to the contrary, in the event that at any time after the
date of this Plan and before the Distribution Date, the Company shall (i)
declare and pay any dividend on the Common Stock payable in Common Stock, or
(ii) effect a subdivision, combination or consolidation of the Common Stock (by
reclassification or otherwise than by payment of a dividend payable in Common
Stock) into a greater or lesser number of shares of Common Stock, then, in any
such case, the number of Rights associated with each share of Common Stock then
outstanding, or issued or delivered thereafter, shall be proportionately
adjusted so that the number of Rights thereafter associated with each share of
Common Stock following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of Common Stock
immediately before such event by a fraction the numerator of which shall be the
total number of shares of Common Stock outstanding immediately before the
occurrence of the event and the denominator of which shall be the total number
of shares of Common Stock outstanding immediately following the occurrence of
such event.

       

      (n)  The
Company agrees that, after the earlier of the Distribution Date or the Stock
Acquisition Date, it will not, except as permitted by Section 23, 24 or 27
hereof, take (or permit any Subsidiary to take) any action if at the time such
action is taken it is reasonably foreseeable that such action will diminish
substantially or eliminate the benefits intended to be afforded by the
Rights.

       

      (o)  In the
event that the Rights become exercisable, the Board in its sole discretion may
permit the Rights, subject to Section 7(e), to be exercised for 50% of the
shares of Common Stock (or other securities, cash or other assets, as the case
may be) that would otherwise be purchasable under subsection (a), in
consideration of the surrender to the Company of the Right Certificate
representing the Right so exercised and without other payment of the Purchase
Price (“Cashless
Exercise”).  Rights exercised under this Section 11(o) shall be
deemed to have been exercised in full and shall be canceled.

       

      12.  Certificate
of Adjusted Purchase Price or Number of Shares.  Whenever an
adjustment is made as provided in Section 11 hereof, the Company shall promptly
(a) prepare a certificate setting forth such adjustment, and a brief statement
of the facts accounting for such adjustment, (b) file with the Rights Agent and
with each transfer agent for the Common Stock or the Preferred Stock a copy of
such certificate and (c) mail a brief summary thereof to each holder of a Right
Certificate (or if before the Distribution Date, to each holder of a certificate
representing shares of Common Stock or Book Entry shares in respect thereof) in
accordance with Section 26 hereof.  The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment or statement
therein contained and shall have no duty or liability with respect to, and shall
not be deemed to have knowledge of any such adjustment or any such event unless
and until it shall have received such certificate.  Any adjustment to
be made pursuant to Section 11 hereof shall be effective as of the date of the
event giving rise to such adjustment.

       

      13.  [Reserved].

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      14.  Fractional
Rights and Fractional Shares.

       

      (a)  The
Company shall not be required to issue fractions of Rights (except before the
Distribution Date in accordance with Section 11(m) hereof) or to distribute
Right Certificates which evidence fractional Rights.  In lieu of such
fractional Rights, there shall be paid to the registered holders of the Right
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right.  For the purposes of this Section 14(a), the
current market value of a whole Right shall be the closing price of the Rights
for the Trading Day immediately before the date on which such fractional Rights
would have been otherwise issuable.  The closing price for any day
shall be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or NASDAQ or, if the Rights are not listed or admitted to trading
on the New York Stock Exchange or NASDAQ, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or
admitted to trading or, if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by such system then in use or, if on any such date the Rights are
not so quoted, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the
Board.  If on any such date no such market maker is making a market in
the Rights, the fair value of the Rights on such date as determined in good
faith by the Board shall be used.

       

      (b)  The
Company shall not be required to issue fractions of Preferred Stock (other than
fractions which are integral multiples of one one-hundredth of a share of
Preferred Stock) or to distribute certificates which evidence fractional shares
of Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock) upon the exercise or exchange of
Rights.  Interests in fractions of Preferred Stock in integral
multiples of one one-hundredth of a share of Preferred Stock may, at the
election of the Company, be evidenced by depositary receipts, pursuant to an
appropriate agreement between the Company and a depositary selected by it;
provided that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences to which they are
entitled as beneficial owners (for the purposes of this Section 14(b), as such
term is defined in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act) of the Preferred Stock represented by such depositary
receipts.  In lieu of fractional shares of Preferred Stock that are
not integral multiples of one one-hundredth of a share of Preferred Stock, the
Company shall pay to the registered holders of Right Certificates at the time
such Rights are exercised for shares of Preferred Stock as herein provided an
amount in cash equal to the same fraction of the current market value of one
share of Preferred Stock.  For the purposes of this Section 14(b), the
current market value of a share of Preferred Stock shall be the closing price of
a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof)
for the Trading Day immediately before the date of such exercise.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      (c)  The
Company shall not be required to issue fractions of shares of Common Stock or to
distribute certificates which evidence fractional shares of Common Stock upon
the exercise or exchange of Rights.  In lieu of such fractional shares
of Common Stock, the Company shall pay to the registered holders of the Right
Certificates at the time such Rights are exercised or exchanged for shares of
Common Stock as herein provided an amount in cash equal to the same fraction of
the current market value of a whole share of Common Stock (as determined in
accordance with Section 11(d)(i) hereof), for the Trading Day immediately before
the date of such exercise or exchange.

       

      (d)  The
holder of a Right by the acceptance of the Right expressly waives his right to
receive any fractional Rights or any fractional shares upon exercise or exchange
of a Right (except as provided above).

       

      (e)  Whenever
a payment for fractional Rights or fractional shares is to be made by the Rights
Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a
certificate setting forth in reasonable detail the facts related to such
payments and the prices and/or formulas utilized in calculating such payments,
and (ii) provide sufficient monies to the Rights Agent in the form of fully
collected funds to make such payments.  The Rights Agent shall be
fully protected in relying upon such a certificate and shall have no duty with
respect to, and shall not be deemed to have knowledge of any payment for
fractional Rights or fractional shares under any Section of this Plan relating
to the payment of fractional Rights or fractional shares unless and until the
Rights Agent shall have received such a certificate and sufficient
monies.

       

      15.  Rights of
Action.  All rights of action in respect of this Plan,
excepting the rights of action given to the Rights Agent under Section 18 and
Section 20 hereof, are vested in the respective registered holders of the Right
Certificates (and, before the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Right Certificate (or, before
the Distribution Date, of the Common Stock), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, before the
Distribution Date, of the Common Stock), on such holder’s own behalf and for
such holder’s own benefit, may enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder’s right to exercise the Rights evidenced by such Right
Certificate (or, before the Distribution Date, such Common Stock) in the manner
provided in such Rights Certificate and in this Plan.  Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Plan and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or
threatened violations of, the obligations of any Person subject to this
Plan.

       

      16.  Agreement
of Right Holders.  Every holder of a Right, by accepting the
same, consents and agrees with the Company and the Rights Agent and with every
other holder of a Right that:

       

      (a)  before
the Distribution Date, the Rights will not be evidenced by a Right Certificate
and will be transferable only in connection with the transfer of the Common
Stock;

       

      (b)  after the
Distribution Date, the Right Certificates are transferable only on the registry
books of the Rights Agent if surrendered at the office or agency of the Rights
Agent designated for such purpose, duly endorsed or accompanied by a proper
instrument of transfer, and such additional evidence of the identity of the
Beneficial Owner, former Beneficial Owner and/or Affiliates or Associates
thereof as the Company or the Rights Agent shall reasonably
request;

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      (c)  the
Company and the Rights Agent may deem and treat the Person in whose name the
Right Certificate (or, before the Distribution Date, the Common Stock
certificate (or Book Entry shares in respect of Common Stock)) is registered as
the absolute owner thereof and of the Rights evidenced thereby (notwithstanding
any notations of ownership or writing on the Right Certificates or the Common
Stock certificate (or notices provided to holders of Book Entry shares of Common
Stock) made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent, subject to
the penultimate sentence of Section 11(a)(ii), shall be affected by any notice
to the contrary; and

       

      (d)  notwithstanding
anything in this Plan to the contrary, neither the Company nor the Rights Agent
shall have any liability to any holder of a Right or other Person as a result of
its inability to perform any of its obligations under this Plan by reason of any
preliminary or permanent injunction or other order, judgment, decree or ruling
(whether interlocutory or final) issued by a court or by a governmental,
regulatory, self-regulatory or administrative agency or commission, or any
statute, rule, regulation or executive order promulgated or enacted by any
governmental authority, prohibiting or otherwise restraining performance of such
obligation; provided, however, that the Company must use its reasonable best
efforts to have any such injunction, order, judgment, decree or ruling lifted or
otherwise overturned as soon as possible.

       

      17.  Right
Certificate Holder Not Deemed a Stockholder.  No holder, as
such, of any Right Certificate shall be entitled to vote, receive dividends or
be deemed for any purpose the holder of the Preferred Stock or any other
securities of the Company which may at any time be issuable on the exercise or
exchange of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in this Plan), or to receive dividends or
subscription rights, or otherwise, until the Rights evidenced by such Right
Certificate shall have been exercised or exchanged in accordance with the
provisions hereof.

       

      18.  Concerning
the Rights Agent.

       

      (a)  The
Company agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on demand of the
Rights Agent, its reasonable expenses and counsel fees and other disbursements
incurred in the preparation, delivery, administration, execution and amendment
of this Plan and the exercise and performance of its duties hereunder. The
Company also agrees to indemnify the Rights Agent for, and to hold it harmless
against, any loss, liability, damage, judgment, fine, penalty, claim, demand,
settlement, cost or expense, incurred without gross negligence, bad faith or
willful misconduct on the part of the Rights Agent, for any action taken,
suffered or omitted by the Rights Agent in connection with the acceptance,
administration and execution of this Plan or the exercise and performance of its
duties hereunder, including, without limitation, the costs and expenses of
defending against any claim of liability in the premises. The provisions of this
Section 18 and Section 20 below (including, but not limited to, the indemnity
provided herein) shall survive the exercise or expiration of the Rights, the
termination of this Plan and the resignation or removal of the Rights Agent. The
costs and expenses incurred in enforcing this right of indemnification shall be
paid by the Company.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      (b)  The
Rights Agent shall be protected and shall incur no liability for, or in respect
of any action taken, suffered or omitted by it in connection with, the
acceptance and administration of this Plan in reliance upon any Right
Certificate or certificate for the Preferred Stock or Common Stock or for other
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper person or persons, or otherwise upon the advice of counsel as set
forth in Section 20 hereof. The Rights Agent shall not be deemed to have any
duty or notice unless and until the Company has provided the Rights Agent with
actual written notice. Anything in this Plan to the contrary notwithstanding, in
no event shall the Rights Agent be liable for special, punitive, indirect,
incidental or consequential loss or damage of any kind whatsoever (including,
but not limited to, lost profits), even if the Rights Agent has been advised of
the possibility of such loss or damage. Any liability of the Rights Agent under
this Plan shall be limited to the amount of fees paid by the Company to the
Rights Agent.

       

      19.  Merger or
Consolidation or Change of Name of Rights Agent.

       

      (a)  Any
Person into which the Rights Agent or any successor Rights Agent may be merged
or with which it may be consolidated, or any Person resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent shall be a
party, or any Person succeeding to the shareholder services or corporate trust
business of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Plan without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided
that such Person would be eligible for appointment as a successor Rights Agent
under the provisions of Section 21 hereof. In case at the time such successor
Rights Agent shall succeed to the agency created by this Plan and at such time
any of the Right Certificates shall have been countersigned but not delivered,
any such successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Right Certificates so countersigned;
and in case at that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Right
Certificates either in the name of the predecessor Rights Agent or in the name
of the successor Rights Agent; and in all such cases such Right Certificates
shall have the full force provided in the Right Certificates and in this
Plan.

       

      (b)  In case
at any time the name of the Rights Agent shall be changed and at such time any
of the Right Certificates shall have been countersigned but not delivered, the
Rights Agent may adopt the countersignature under its prior name and deliver
Right Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, the Rights Agent may countersign
such Right Certificates either in its prior name or in its changed name; and in
all such cases such Right Certificates shall have the full force provided in the
Right Certificates and in this Plan.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      20.  Duties of
Rights Agent.  The Rights Agent undertakes the duties and
obligations expressly imposed by this Plan (and no implied duties or obligations
shall be read against the Rights Agent) upon the following terms and conditions,
by all of which the Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound:

       

      (a)  The
Rights Agent may consult with legal counsel (who may be legal counsel for the
Company and/or the Board and/or an employee of the Rights Agent), and the advice
or opinion of such counsel shall be full and complete authorization and
protection to the Rights Agent and the Rights Agent shall incur no liability for
or in respect of any action taken, suffered, or omitted to be taken by it in
accordance with such advice or opinion.

       

      (b)  Whenever
in the performance of its duties under this Plan the Rights Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the
Company prior to taking or suffering (or omitting to take) any action hereunder,
such fact or matter (including, without limitation, the identity of any
Acquiring Person and the determination of the current per share market price of
any security) may be deemed to be conclusively proved and established by a
certificate signed by any one of the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer, any Executive Vice
President, the Treasurer or the Secretary of the Company (each, an “Authorized
Officer”)and delivered to the Rights Agent; and such certificate shall be
full and complete authorization and protection to the Rights Agent and the
Rights Agent shall incur no liability for or in respect of any action taken,
suffered omitted in good faith by it under the provisions of this Plan in
reliance upon such certificate.

       

      (c)  The
Rights Agent shall be liable hereunder to the Company and any other Person only
for its own gross negligence, bad faith or willful misconduct.

       

      (d)  The
Rights Agent shall not be liable for or by reason of any of the statements of
fact or recitals contained in this Plan or in the Right Certificates (except its
countersignature thereof) or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the Company
only.

       

      (e)  The
Rights Agent shall not have any liability nor be under any responsibility in
respect of the validity of this Plan or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Plan or in any Right Certificate; nor
shall it be responsible for any change in the exercisability of the Rights
(including the Rights becoming null and void pursuant to Section 11(a)(ii)
hereof) or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Sections 3, 11, 23 or 24 hereof, or
the ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after receipt of a certificate pursuant to Section 12 hereof
describing such change or adjustment); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any Preferred Stock to be issued pursuant to this Plan or any
Right Certificate or as to whether any Preferred Stock will, when issued, be
validly authorized and issued, fully paid and nonassessable.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      (f)  The
Company agrees that it will perform, execute, acknowledge and deliver or cause
to be performed, executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by the Rights
Agent for the carrying out or performing by the Rights Agent of the provisions
of this Plan.

       

      (g)  The
Rights Agent is hereby authorized and directed to accept advice or instructions
with respect to the performance of its duties hereunder from any one of the
Authorized Officers of the Company, and to apply to such Authorized Officers for
advice or instructions in connection with its duties, and such advice or
instructions shall be full authorization and protection to the Rights Agent and
the Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted by it in good faith in accordance with the advice or
instructions of any such Authorized Officer or for any delay in acting while
waiting for those instructions. Any application by the Rights Agent for written
instructions from the Company may, at the option of the Rights Agent, set forth
in writing any action proposed to be taken or omitted by the Rights Agent with
respect to its duties or obligations under this Plan and the date on and/or
after which such action shall be taken or omitted and the Rights Agent shall not
be liable for any action taken, suffered or omitted in accordance with a
proposal included in any such application on or after the date specified therein
(which date shall not be less than three Business Days after the date indicated
in such application unless any such Authorized Officer shall have consented in
writing to an earlier date) unless, prior to taking, suffering or omitting any
such action, the Rights Agent has received written instructions in response to
such application specifying the action to be taken, suffered, or
omitted.

       

      (h)  The
Rights Agent and any stockholder, affiliate, director, officer or employee of
the Rights Agent may buy, sell or deal in any of the Rights or other securities
of the Company or become pecuniarily interested in any transaction in which the
Company may be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not a Rights Agent under
this Plan. Nothing herein shall preclude the Rights Agent from acting in any
other capacity for the Company or for any other Person.

       

      (i)  The
Rights Agent may execute and exercise any of the rights or powers hereby vested
in it or perform any duty hereunder either itself or by or through its attorneys
or agents, and the Rights Agent shall not be answerable or accountable for any
act, default, neglect or misconduct of any such attorneys or agents or for any
loss to the Company resulting from any such act, default, neglect or misconduct,
absent gross negligence, willful misconduct or bad faith.

       

      (j)  No
provision of this Plan shall require the Rights Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or in the exercise of its rights if it believes that
repayment of such funds or adequate indemnification against such risk or
liability is not assured to it.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      (k)  If, with
respect to any Right Certificate surrendered to the Rights Agent for exercise or
transfer, the certificate attached to the form of assignment or form of election
to purchase, as the case may be, has not been executed, the Rights Agent shall
not take any further action with respect to such requested exercise of transfer
without first consulting with the Company

       

      21.  Change of
Rights Agent.  The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Plan upon thirty (30)
days’ notice in writing mailed to the Company and, in the event that the Rights
Agent or one of its affiliates is not also the transfer agent for the Company,
to each transfer agent for the Common Stock or Preferred Stock by registered or
certified mail. In the event the transfer agency relationship in effect between
the Company and the Rights Agent terminates, the Rights Agent will be deemed to
have resigned automatically and be discharged from its duties under this Plan as
of the effective date of such termination, and the Company shall be responsible
for sending any required notice. The Company may remove the Rights Agent or any
successor Rights Agent upon thirty (30) days’ notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent for the Common Stock or Preferred Stock by registered or certified mail,
and to the holders of the Right Certificates by first-class mail. If the Rights
Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving notice of
such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be either (a) a Person organized and doing business under
the laws of the United States or of any State of the United States which is
authorized under such laws to conduct shareholder services business and is
subject to supervision or examination by federal or state authority and which
has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $10 million or (b) an Affiliate of such Person. After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent for the Common Stock or
Preferred Stock, and, following the Distribution Date, mail a notice thereof in
writing to the registered holders of the Right Certificates. Failure to give any
notice provided for in this Section 21, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may
be.

       

      22.  Issuance
of New Right Certificates.  Notwithstanding any of the
provisions of this Plan or of the Rights to the contrary, the Company may, at
its option, issue new Right Certificates evidencing Rights in such forms as may
be approved by its Board to reflect any adjustment or change in the Purchase
Price and the number or kind or class of shares or other securities or property
purchasable under the Right Certificates made in accordance with the provisions
of this Plan.  In addition, in connection with the issuance or sale of
Common Stock following the Distribution Date and before the Expiration Date, the
Company may with respect to shares of Common Stock so issued or sold pursuant to
(i) the exercise of stock options, (ii) under any employee plan or arrangement,
(iii) the exercise, conversion or exchange of securities, notes or debentures
issued by the Company or (iv) a contractual obligation of the Company, in each
case existing before the Distribution Date, issue Right Certificates
representing the appropriate number of Rights in connection with such issuance
or sale.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      23.  Redemption.

       

      (a)  The Board
may, at any time before such time as any Person first becomes an Acquiring
Person, redeem all but not less than all the then outstanding Rights at a
redemption price of $0.001 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring in respect of the
Common Stock after the date hereof (the “Redemption
Price”).  The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board in its sole
discretion may establish.  The Company may, at its option, pay the
Redemption Price in cash, shares of Common Stock (based on the current market
price of the Common Stock at the time of redemption as determined pursuant to
Section 11(d)(i) hereof) or any other form of consideration deemed appropriate
by the Board.  Notwithstanding the foregoing, the aggregate Redemption
Price payable to any holder of Rights upon the redemption of all Rights held by
such holder shall be rounded to the nearest $0.01 (such that fractions of $0.01
greater than or equal to $0.005 shall be rounded up and fractions of $0.01 less
than $0.005 shall be rounded down); and further provided that the aggregate
Redemption Price payable to any holder of Rights upon the redemption of all
Rights held by such Person shall in no event be less than $0.01.

       

      (b)  Immediately
upon the action of the Board ordering the redemption of the Rights pursuant to
paragraph (a) of this Section 23 (or at such later time as the Board may
establish for the effectiveness of such redemption), and without any further
action and without any notice, the right to exercise the Rights will terminate
and the only right thereafter of the holders of Rights shall be to receive the
Redemption Price.  The Company shall promptly give public notice of
any such redemption (with prompt written notice thereof to the Rights Agent);
provided, however, that the failure to give, or any defect in, any such notice
shall not affect the validity of such redemption.  Within ten (10)
days after such action of the Board ordering the redemption of the Rights (or
such later time as the Board may establish for the effectiveness of such
redemption), the Company shall mail a notice of redemption to all the holders of
the then outstanding Rights at their last addresses as they appear upon the
registry books of the Rights Agent or, before the Distribution Date, on the
registry books of the transfer agent for the Common Stock.  Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice.  Each such notice of redemption
shall state the method by which the payment of the Redemption Price will be
made.  The failure to give notice required by this Section 23(b) or
any defect therein shall not affect the validity of the action taken by the
Company.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      (c)  In the
case of a redemption under Section 23(a) hereof, the Company may, at its option,
discharge all of its obligations with respect to the Rights by (i) issuing a
press release announcing the manner of redemption of the Rights and (ii) mailing
payment of the Redemption Price to the registered holders of the Rights at their
last addresses as they appear on the registry books of the Rights Agent or,
before the Distribution Date, on the registry books of the transfer agent of the
Common Stock, and upon such action, all outstanding Right Certificates shall be
void without any further action by the Company.

       

      24.  Exchange.

       

      (a)  The Board
may, at its option, at any time after any Person first becomes an Acquiring
Person, exchange all or part of the then outstanding Rights (which shall not
include Rights that have not become effective or that have become null and void
pursuant to the provisions of Section 11(a)(ii) hereof ) for shares of Common
Stock at an exchange ratio of one share of Common Stock (or one-hundredth of a
share of Preferred Stock) per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof
(such amount per Right being hereinafter referred to as the “Exchange
Ratio”).  Notwithstanding the foregoing, the Board shall not be
empowered to effect such exchange at any time after an Acquiring Person becomes
the Beneficial Owner of 50% or more of the outstanding shares of Common
Stock.  The exchange of the Rights by the Board may be made effective
at such time, on such basis and with such conditions as the Board in its sole
discretion may establish.  Before effecting an exchange pursuant to
this Section 24, the Board may direct the Company to enter into a Trust
Agreement in such form and with such terms as the Board shall then approve (the
“Trust
Agreement”).  If the Board so directs, the Company shall enter
into the Trust Agreement and shall issue to the trust created by such agreement
(the “Trust”)
all of the shares of Common Stock issuable pursuant to the exchange, and all
Persons entitled to receive shares pursuant to the exchange shall be entitled to
receive such shares (and any dividends or distributions made thereon after the
date on which such shares are deposited in the Trust) only from the Trust and
solely upon compliance with the relevant terms and provisions of the Trust
Agreement.

       

      (b)  Immediately
upon the effectiveness of the action of the Board ordering the exchange of any
Rights pursuant to paragraph (a) of this Section 24 and without any further
action and without any notice, the right to exercise such Rights shall terminate
and the only right thereafter of a holder of such Rights shall be to receive
that number of shares of Common Stock equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio.  The Company shall
promptly give public notice of any such exchange (with prompt written notice
thereof to the Rights Agent) and shall promptly mail a notice of any such
exchange to all of the holders of the Rights so exchanged at their last
addresses as they appear upon the registry books of the Rights Agent; provided,
however, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange.  Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of exchange will state the
method by which the exchange of the shares of Common Stock for Rights will be
effected and, in the event of any partial exchange, the number of Rights which
will be exchanged.  Any partial exchange shall be effected pro rata
based on the number of Rights (other than Rights which have become null and void
pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of
Rights.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      (c)  The
Company may at its option substitute, and, in the event that there shall not be
sufficient shares of Common Stock issued but not outstanding or authorized but
unissued (and unreserved) to permit an exchange of Rights as contemplated in
accordance with this Section 24 (or if the issuance of Common Stock in exchange
for any Rights would not otherwise be permitted under the Certificate of
Incorporation), the Company shall substitute, to the extent of such
insufficiency or to the extent necessary to comply with its Certificate of
Incorporation, for each share of Common Stock that would otherwise be issuable
upon exchange of a Right, a number of shares of Preferred Stock or fraction
thereof (or Equivalent Preferred Shares, as such term is defined in Section
11(b), or other equivalent shares of its capital stock) such that the current
per share market price (determined pursuant to Section 11(d) hereof) of one
share of Preferred Stock (or Equivalent Preferred Share or other equivalent
share) multiplied by such number or fraction is equal to the current per share
market price of one share of Common Stock (determined pursuant to Section 11(d)
hereof) as of the date of such exchange.

       

      25.  Notice of
Certain Events.

       

      (a)  In case
the Company shall at any time after the earlier of the Distribution Date or the
Stock Acquisition Date propose (i) to pay any dividend payable in stock of any
class to the holders of its Preferred Stock or to make any other distribution to
the holders of its Preferred Stock (other than a regular quarterly cash
dividend), (ii) to offer to the holders of its Preferred Stock rights or
warrants to subscribe for or to purchase any additional shares of Preferred
Stock or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Preferred Stock (other than
a reclassification involving only the subdivision or combination of outstanding
Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of
the Company, or (v) to declare or pay any dividend on the Common Stock payable
in Common Stock, to effect a subdivision, combination or consolidation of the
Common Stock (by reclassification or otherwise than by payment of dividends in
Common Stock), then, in each such case, the Company shall give to the Rights
Agent and to each holder of a Right Certificate, in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record date
for the purposes of such stock dividend or distribution or offering of rights or
warrants, or the date on which such liquidation, dissolution, winding up,
reclassification, subdivision, combination or consolidation is to take place and
the date of participation therein by the holders of the Common Stock and/or
Preferred Stock, if any such date is to be fixed, and such notice shall be so
given in the case of any action covered by clause (i) or (ii) above at least ten
(10) days before the record date for determining holders of the Preferred Stock
for purposes of such action, and in the case of any such other action, at least
ten (10) days before the date of the taking of such proposed action or the date
of participation therein by the holders of the Common Stock and/or Preferred
Stock, whichever shall be the earlier.

       

      (b)  In the
event that any Person becomes an Acquiring Person, then the Company shall as
soon as practicable thereafter give to the Rights Agent and to each holder of a
Right Certificate (or if occurring before the Distribution Date, the holders of
the Common Stock) in accordance with Section 26 hereof, a notice of the
occurrence of such event, which notice shall describe such event and the
consequences of such event to holders of Rights under Section
11(a)(ii).

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      (c)  The
failure to give notice required by this Section 25 or any defect therein shall
not affect the validity of the action taken by the Company or the vote upon any
such action.

       

      26.  Notices.  Except
as otherwise provided herein, notices or demands authorized by this Plan to be
given or made by the Rights Agent or by the holder of any Right Certificate to
or on the Company shall be sufficiently given or made if sent by overnight
delivery service or first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Rights Agent) as follows:

       

      AUTOBYTEL
INC.

      18872
MacArthur Boulevard

      Irvine,
CA 92612-1400

      Attention:
General Counsel

       

      Subject
to the provisions of Section 21 hereof, any notice or demand authorized by this
Plan to be given or made by the Company or by the holder of any Right
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by overnight delivery service or first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as
follows:

       

      COMPUTERSHARE
TRUST COMPANY, N.A.

      250
Royall Street

      Canton,
MA 02021

      Attention:
Client Services

       

      Notices
or demands authorized by this Plan to be given or made by the Company or the
Rights Agent to the holder of any Right Certificate (or if before the
Distribution Date, to each holder of a certificate representing shares of Common
Stock or Book Entry shares in respect thereof) shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed to such holder at
the address of such holder as shown on the registry books of the
Company.

       

      27.  Supplements
and Amendments.  Except as otherwise provided in this Section
27, for so long as the Rights are then redeemable, the Company may in its sole
and absolute discretion, and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Plan in any respect without the
approval of any holders of the Rights.  At any time when the Rights
are no longer redeemable, except as otherwise provided in this Section 27, the
Company may, and the Rights Agent shall, if the Company so directs, supplement
or amend this Plan without the approval of any holders of Rights, in order to
(i) cure any ambiguity, (ii) correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
(iii) shorten or lengthen any time period hereunder, or (iv) change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable; provided, however, that no such supplement or amendment
may adversely affect the interests of the holders of Rights as such (other than
an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no
such amendment may cause the Rights again to become redeemable or cause this
Plan again to become amendable other than in accordance with this
sentence.  Notwithstanding anything contained in this Plan to the
contrary, no supplement or amendment shall be made which decreases the
Redemption Price.  Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, the Rights Agent
shall promptly execute such supplement or amendment.  Notwithstanding
anything contained in this Plan to the contrary, the Rights Agent may, but shall
not be obligated to, enter into any supplement or amendment that affects the
Rights Agent’s own rights, duties, immunities or obligations under this
Plan.  The Rights Agent hereby acknowledges that in all matters
arising under this Plan, including any amendment hereto pursuant to this Section
27, time is of the essence.

       

      
        
          
          

        

        
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      28.  Successors.  All
the covenants and provisions of this Plan by or for the benefit of the Company
or the Rights Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.

       

      29.  Benefits
of this Plan.  Nothing in this Plan shall be construed to give
to any Person other than the Company, the Rights Agent and the registered
holders of the Right Certificates (and, before the Distribution Date, the Common
Stock) any legal or equitable right, remedy or claim under this Plan; but this
Plan shall be for the sole and exclusive benefit of the Company, the Rights
Agent and the registered holders of the Right Certificates (and, before the
Distribution Date, the Common Stock).

       

      30.  Process
to Seek Exemption.  Any Person who desires to effect any
acquisition of Common Stock that would, if consummated, result in such Person
becoming an Acquiring Person, may, in accordance with this Section 30, request
that the Board grant an exemption with respect to such acquisition under this
Plan (the Person requesting such exemption, a “Requesting Person”)
so that such acquisition will be deemed to be an “Exempt Transaction” for
purposes of this Plan (an “Exemption
Request”).  An Exemption Request shall be in proper form and
shall be delivered by fax and by registered mail, return receipt requested, to
the Secretary of the Company at the principal executive offices of the
Company.  To be in proper form, an Exemption Request shall set forth
(i) the name and address of the Requesting Person, (ii) the number and
percentage of shares of Common Stock then Beneficially Owned by the Requesting
Person, together with all Affiliates and Associates of the Requesting Person,
and (iii) a reasonably detailed description of the transaction or transactions
by which the Requesting Person would propose to acquire Beneficial Ownership of
Common Stock, such that the Requesting Person would otherwise become an
Acquiring Person, and the maximum number and percentage of shares of Common
Stock that the Requesting Person proposes to acquire.  The Board shall
make a determination whether to grant an exemption in response to an Exemption
Request as promptly as practicable (and, in any event, within ten (10) Business
Days) after receipt thereof pursuant to registered mail; provided, that the
failure of the Board to make a determination within such period shall be deemed
to constitute the denial by the Board of the Exemption Request.  The
Board shall grant an exemption in response to an Exemption Request only if the
Board determines in its sole discretion that the acquisition of Beneficial
Ownership of Common Stock by the Requesting Person will not be likely to
directly or indirectly limit the availability to the Company of the Tax Benefits
or is otherwise in the best interests of the Company.  Any exemption
granted hereunder may be granted in whole or in part, and may be subject to
limitations or conditions (including a requirement that the Requesting Person
agree that it will not acquire Beneficial Ownership of shares of Common Stock in
excess of the maximum number and percentage of shares of Common Stock approved
by the Board), in each case as and to the extent the Board shall determine in
its sole discretion to be necessary or desirable to provide for the protection
of the Company’s Tax Benefits or otherwise in the best interests of the
Company.  The Board shall not have any obligation, implied or
otherwise, to grant any Exemption Request.  Any Exemption Request may
be submitted on a confidential basis and, except to the extent required by
applicable law, the Company shall maintain the confidentiality of such Exemption
Request and the Board’s determination with respect thereto.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      31.  Determinations
and Actions by the Board of Directors.  The Board shall have
the exclusive power and authority to administer this Plan and to exercise the
rights and powers specifically granted to the Board or to the Company, or as may
be necessary or advisable in the administration of this Plan, including the
right and power to (i) interpret the provisions of this Plan and (ii) make all
determinations deemed necessary or advisable for the administration of this Plan
(including a determination to redeem or not redeem the Rights or to amend or not
amend this Plan).  All such actions, calculations, interpretations and
determinations that are done or made by the Board in good faith shall be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights, as such, and all other parties.  The Rights Agent is entitled
always to presume that the Board acted in good faith and shall be fully
protected and incur no liability in reliance thereon.  The Board may
delegate all or any portion of its power and authority to administer this Plan
and to exercise the rights and powers hereunder to a committee of and appointed
by the Board.

       

      32.  Severability.  If
any term, provision, covenant or restriction of this Plan or applicable to this
Plan is held by a court of competent jurisdiction or other authority to be
invalid, null and void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Plan shall remain in full force and effect
and shall in no way be affected, impaired or invalidated; and provided, further, that if any
such excluded term, provision, covenant or restriction shall adversely affect
the rights, immunities, duties or obligations of the Rights Agent, the Rights
Agent shall be entitled to resign immediately; provided, however, that
notwithstanding anything in this Plan to the contrary, if any such term,
provision, covenant or restriction is held by such court or authority to be
invalid, null and void or unenforceable and the Board determines in its good
faith judgment that severing the invalid language from this Plan would adversely
affect the purpose or effect of this Plan, the right of redemption set forth in
Section 23 hereof shall be reinstated (with prompt notice to the Rights Agent)
and shall not expire until the Close of Business on the tenth Business Day
following the date of such determination by the Board.

       

      33.  Governing
Law.  This Plan and each Right Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed in accordance with the
laws of such State applicable to contracts to be made and performed entirely
within such State.

       

      34.  Counterparts.  This
Plan may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.  A
signature to this Plan transmitted electronically shall have the same authority,
effect and enforceability as an original signature.

       

      35.  Descriptive
Headings.  Descriptive headings of the several sections of this
Plan are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

      36.  Force
Majeure.  Notwithstanding anything to the contrary contained
herein, the Rights Agent shall not be liable for any delays or failures in
performance resulting from acts beyond its reasonable control, including acts of
God, terrorist acts, shortage of supply, breakdowns or malfunctions,
interruptions or malfunction of computer facilities, loss of data due to power
failures or mechanical difficulties with information storage or retrieval
systems, labor difficulties, war or civil unrest.

       

      37.  Interpretation.  In
this Plan, unless a clear contrary intention appears:

       

      (a)  where not
inconsistent with the context, words in the plural number include the singular
number and vice versa;

       

      (b)  reference
to any Person includes such Person’s successors and assigns but, if applicable,
only such successors and assigns permitted by this Plan;

       

      (c)  reference
to any gender includes each other gender;

       

      (d)  reference
to any agreement, document or instrument means such agreement, document or
instrument as amended or modified and in effect from time to time in accordance
with the terms thereof and includes all addenda, exhibits and schedules
thereto;

       

      (e)  all
references to Sections refer to the Sections of this Plan and all references to
Exhibits refer to the Exhibits attached to this Plan, each of which is made a
part of this Plan for all purposes;

       

      (f)  reference
to any law means such law as amended, modified, codified, replaced or reenacted,
in whole or in part, and in effect from time to time, including rules and
regulations promulgated thereunder, and reference to any section or other
provision of any law means that provision of such law from time to time in
effect and constituting the substantive amendment, modification, codification,
replacement or reenactment of such section or other provision;

       

      (g)  “hereunder,”
“hereof,” “hereto,” and words of similar import shall be deemed references to
this Plan as a whole and not to any particular Section or other provision hereof
and, unless the context otherwise requires, references herein to a specific
Section, subsection, preamble, recital, or Exhibit refer, respectively, to
Articles, Sections, subsections, preamble, recitals, or Exhibits of this
Plan;

       

      (h)  “including”
(and with correlative meaning, “include”) means including without
limitation;

       

      (i)  “or” is
used in the inclusive sense of “and/or”;

       

      (j)  with
respect to the determination of any period of time, “from” means “from and
including” and “to” means “to but excluding”; and

       

      (k)  the terms
“Dollars” and “$” mean United States Dollars.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      


       

      [SIGNATURE
PAGE FOLLOWS]

       


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Tax Benefit Preservation
Plan to be duly executed as of the 26th day
of May, 2010.

       

                                                                                                                    
AUTOBYTEL INC.

       

       

                                                                                                    
                By:  /s/
Glenn E. Fuller               

                           Name:   Glenn E.
Fuller

                                                                                                           
Title:     Executive Vice President, Chief Legal
and

                              Administrative
Officer and Secretary

       

       

       

                             COMPUTERSHARE TRUST COMPANY,
N.A.,

                            as Rights
Agent

       

       

                                                 By:
/s/ Dennis V. Moccia               

                              Name:  Dennis V.
Moccia

                          Title:    Manager,
Contract Administration


      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      Exhibit
A

       

      Form
of Right Certificate

       

      Certificate
No. R-______

       

      
        	
                 
      

              	
                NOT
      EXERCISABLE AFTER May 26, 2014 OR SUCH EARLIER DATE AS PROVIDED BY THE TAX
      BENEFIT PRESERVATION PLAN OR EARLIER IF REDEMPTION OR EXCHANGE
      OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER
      RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE TAX BENEFIT
      PRESERVATION PLAN. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE TAX
      BENEFIT PRESERVATION PLAN, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON
      WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE TAX BENEFIT
      PRESERVATION PLAN) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND
      VOID AND WILL NO LONGER BE
TRANSFERABLE.

              


      

       

      RIGHT
CERTIFICATE

       

      AUTOBYTEL
INC.

       

      This
certifies that ___________________________ or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Tax
Benefit Preservation Plan, dated as of May 26, 2010, as the same may be amended
from time to time (the “Plan”), between Autobytel Inc., a Delaware corporation
(the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the
“Rights Agent”), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Plan) and before 5:00 P.M., Eastern time,
on May 26, 2014 at the office or agency of the Rights Agent designated for such
purpose, or of its successor as Rights Agent, one one-hundredth of a fully paid
non-assessable share of Series A Junior Participating Preferred Stock, par value
$0.001 per share (the “Preferred Stock”), of the Company at a purchase price of
$_______ per one one-hundredth of a share of Preferred Stock (the “Purchase
Price”), upon presentation and surrender of this Right Certificate with the Form
of Election to Purchase duly executed.  The number of Rights evidenced
by this Rights Certificate (and the number of one one-hundredths of a share of
Preferred Stock which may be purchased upon exercise hereof) set forth above,
and the Purchase Price set forth above, are the number and Purchase Price as of
__________ ___, 20__, based on the Preferred Stock as constituted at such
date.  As provided in the Plan, the Purchase Price, the number of one
one-hundredths of a share of Preferred Stock (or other securities or property)
which may be purchased upon the exercise of the Rights and the number of Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events.  Any capitalized terms used
herein and not otherwise defined shall have the meaning attributed to them in
the Plan.

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

      Except as
otherwise provided in the Plan, in the event that any person, entity or group
becomes an Acquiring Person, if the Rights evidenced by this Right Certificate
are Beneficially Owned by (i) an Acquiring Person or an Affiliate or Associate
of any such Acquiring Person, (ii) a transferee of any such Acquiring Person,
Associate or Affiliate, or (iii) under certain circumstances specified in the
Rights Agreement, a transferee of a person who, after such transfer, became an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such
Rights shall become null and void and no holder hereof shall have any right with
respect to such Rights.

       

      As
provided in the Rights Agreement, the Purchase Price and the number and kind of
Preferred Stock or other securities that may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events, including any person, entity or
group becoming an Acquiring Person.

       

      This
Right Certificate is subject to all of the terms, provisions and conditions of
the Plan, which terms, provisions and conditions are hereby incorporated herein
by reference and made a part hereof and to which Plan reference is hereby made
for a full description of the rights, limitations of rights, obligations, duties
and immunities hereunder of the Rights Agent, the Company and the holders of the
Right Certificates.  Copies of the Plan are on file at the principal
executive offices of the Company.  The Company will mail to the holder
of this Right Certificate a copy of the Plan without charge after receipt of a
written request therefor.

       

      This
Right Certificate, with or without other Right Certificates, upon surrender at
the office or agency of the Rights Agent designated for such purpose, may be
exchanged for another Right Certificate or Right Certificates of like tenor and
date evidencing Rights entitling the holder to purchase a like aggregate number
of shares of Preferred Stock as the Rights evidenced by the Right Certificate or
Right Certificates surrendered shall have entitled such holder to
purchase.  If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not
exercised.

       

      Subject
to the provisions of the Plan, the Rights evidenced by this Certificate (i) may
be redeemed by the Company at a redemption price of $0.001 per Right or (ii) may
be exchanged in whole or in part for shares of the Company’s Common Stock, par
value $0.001 per share, or shares of Preferred Stock.

       

      No
fractional shares of Common Stock or Preferred Stock will be issued upon the
exercise or exchange of any Right or Rights evidenced hereby (other than
fractions of Preferred Stock which are integral multiples of one one-hundredths
of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), but in lieu thereof a cash payment will be
made, as provided in the Plan.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      No holder
of this Right Certificate, as such, shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Preferred Stock or of
any other securities of the Company which may at any time be issuable on the
exercise or exchange hereof, nor shall anything contained in the Plan or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in the Plan) or to
receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by this Right Certificate shall have been exercised or
exchanged as provided in the Plan.

       

      This
Right Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Rights Agent.

       

      WITNESS
the facsimile signature of the proper officers of the Company and its corporate
seal.  Dated as of _________ __, 20__.

       

                            AUTOBYTEL
INC.

       

       

                            By:                                                                      

                           
Name:

                           
Title:

       

      ATTEST:                                                                                                                                                            

       

      Name:                                                                                                                                            

      Title:                                                                                                                                            

       

       

      Countersigned:

       

       

      COMPUTERSHARE
TRUST COMPANY, N.A., as Rights Agent

       

       

      By:

      Name:                                                                                                                     

      Title:                                                                                                                     


      
        
          
                           

          

           


        

        
          A-3

          
            

          

        

        
           


        

      


      Form
of Reverse Side of Right Certificate

       

      FORM
OF ASSIGNMENT

       

      (To
be executed by the registered holder if such

      holder
desires to transfer the Right Certificate)

       

      FOR VALUE
RECEIVED

      __________________________

      hereby
sells, assigns and

      transfers
unto

       

                                              


      (Please
print name and address of transferee)

       

      _______
Rights represented by this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
___________________________ Attorney, to transfer said Rights on the books of
the within-named Company, with full power of substitution.

       

      Dated:

       

                      Signature

       

      Signature
Guaranteed:

       

      Signatures
must be guaranteed by a bank, trust company, broker, dealer or other eligible
institution participating in a recognized signature guarantee medallion
program.

       

      
                                                                      

      (To be
completed)

       

      The
undersigned hereby certifies that the Rights evidenced by this Right Certificate
are not beneficially owned by, were not acquired by the undersigned from, and
are not being sold, assigned or transferred to an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the
Plan).

       

                                                    


                      Signature

       


      
        
          
             

          

           


        

        
          A-4

          
            

          

        

        
           


        

      


      Form
of Reverse Side of Right Certificate – continued

       

      FORM
OF ELECTION TO PURCHASE

       

      (To
be executed if holder desires to exercise

      Rights
represented by Right Certificate)

       

      TO
AUTOBYTEL INC.:

       

      The
undersigned hereby irrevocably elects to exercise ________ Rights represented by
this Right Certificate to purchase the shares of Preferred Stock (or other
securities or property) issuable upon the exercise of such Rights and requests
that certificates representing such shares of Preferred Stock (or such other
securities) be issued in the name of:

      
                                                                                             

      (Please
print name and address)

       

       

       

       

      If such
number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

       

      Please
insert social security

       

      or other
identifying number

       

      
                                                                                         

      (Please
print name and address)

       

       

      Dated:                                                                                  

       

                                        
                                 
Signature

       

      (Signature
must conform to holder specified on Right Certificate)

       

      Signature
Guaranteed:

       

      Signature
must be guaranteed by a bank, trust company, broker, dealer or other eligible
institution participating in a recognized signature guarantee medallion
program.

       


      
        
          
             

          

           


        

        
          A-5

          
            

          

        

        
           


        

      


      Form of
Reverse Side of Right Certificate -- continued

                                                    
                                                                     

      (To be
completed)

       

      The
undersigned hereby certifies that the Rights evidenced by this Right Certificate
are not beneficially owned by, were not acquired by the undersigned from, and
are not being sold, assigned or transferred to, an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the
Plan).

       

                                  
                               Signature

       


      
        
          
             

          

           


        

        
          A-6

          
            

          

        

        
           


        

      


      NOTICE

       

      The
signature in the Form of Assignment or Form of Election to Purchase, as the case
may be, must conform to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

       

      In the
event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, such Assignment or
Election to Purchase will not be honored.

       


      
        
          
             

          

           


        

        
          A-7

          
            

          

        

        
           


        

      


      Exhibit
B

       

      UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE TAX BENEFIT PRESERVATION PLAN, RIGHTS
OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS
DEFINED IN THE TAX BENEFIT PRESERVATION PLAN) AND CERTAIN TRANSFEREES THEREOF
WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.

       

      SUMMARY
OF RIGHTS TO PURCHASE

      SHARES OF
PREFERRED STOCK OF

      AUTOBYTEL
INC.

       

      On May
26, 2010, the Board of Directors of Autobytel Inc. (the “Company”) declared a
dividend of one preferred share purchase right (a “Right”) for each outstanding
share of Common Stock, par value $0.001 per share (the “Common
Stock”).  The dividend is payable on June 11, 2010 (the “Record Date”)
to the stockholders of record on that date.  Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $0.001 per share, of
the Company (the “Preferred Stock”) at a price of $8.00 per one one-hundredth of
a share of Preferred Stock (the “Purchase Price”), subject to
adjustment.  The description and terms of the Rights are set forth in
the Tax Benefit Preservation Plan, dated as of May 26, 2010, as the same may be
amended from time to time (the “Plan”), between the Company and Computershare
Trust Company, N.A., as Rights Agent (the “Rights Agent”).

       

      The Plan
is designed to help protect the Company’s tax net operating loss
carryforwards.  The Plan is intended to act as a deterrent to any
person or group from becoming or obtaining the right to become a “5-percent
shareholder” (as such term is used in Section 382 of the Internal Revenue Code
of 1986, as amended (the “Code”), and the Treasury Regulations promulgated
thereunder) or, in certain cases, increasing such person’s or group’s ownership
of Common Stock, without the approval of the Board of Directors.  The
Rights may cause substantial dilution to a person or group that attempts to
acquire a certain percentage of shares in the Company on terms not approved by
the Board of Directors.  Because of the dilution to a person or group
that attempts to acquire a certain percentage of shares in the Company, the Plan
may also have certain anti-takeover effects.  Additionally, the Board
of Directors may redeem the Rights, as discussed more fully below.

       

      Until the
earlier to occur of (i) ten (10) business days following a public announcement
that a person or group of affiliated persons (with certain exceptions, an
“Acquiring Person”) has acquired beneficial ownership of 4.90% or more of the
shares of Common Stock then outstanding or (ii) ten (10) business days (or such
later date as may be determined by action of the Board of Directors before such
time as any person or group of affiliated persons becomes an Acquiring Person)
after the date of commencement of a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 4.90% or more of the then-outstanding shares of Common Stock (the
earlier of such dates being called the “Distribution Date”), the Rights will be
evidenced, with respect to any of the Common Stock certificates (or book entry
shares in respect of the Common Stock) outstanding as of the Record Date, solely
by such Common Stock certificate (or such book entry shares).

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

      The Plan
provides that, until the Distribution Date (or earlier redemption or expiration
of the Rights), the Rights will be transferred with and only with the Common
Stock.  Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates (or book entry shares
in respect of the Common Stock) issued after the Record Date upon transfer or
new issuances of Common Stock, as applicable, will contain a notation
incorporating the Plan by reference and, with respect to any uncertificated book
entry shares issued after the Record Date, proper notice will be provided that
incorporates the Plan by reference.  Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for shares of Common Stock (or book entry shares of Common
Stock) outstanding as of the Record Date, even without a notation incorporating
the Plan by reference (or such notice, in the case of Book Entry shares), notice
or a copy of this Summary of Rights, will also constitute the transfer of the
Rights associated with the shares of Common Stock represented by such
certificate or book entry shares, as the case may be.  As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights (“Right Certificates”) will be mailed to (or credited to the account
of) holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

       

      The
Rights are not exercisable until the Distribution Date.  The Rights
will expire upon the earliest of the close of business on May 26, 2014 (unless
that date is advanced or extended), the time at which the Rights are redeemed or
exchanged under the Plan, the end of the calendar month in which the Company’s
2011 annual meeting of stockholders occurs if stockholder approval of the Plan
has not been received at such meeting, the repeal of Section 382 of the Code or
any successor statute if the Board determines that the Plan is no longer
necessary for the preservation of the Company’s tax benefits, the beginning of a
taxable year of the Company to which the Board determines that no tax benefits
may be carried forward, or such time as the Board determines that a limitation
on the use of the tax benefits under Section 382 would no longer be material to
the Company.

       

      The
Purchase Price payable, and the number of shares of Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).

       

      The
Rights are also subject to adjustment in the event of a stock dividend on the
Common Stock payable in shares of Common Stock, or subdivisions, consolidations
or combinations of the Common Stock occurring, in any such case, before the
Distribution Date.

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

      Shares of
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable.  Each share of Preferred Stock will be entitled, when, as
and if declared out of lawfully available funds, to a minimum preferential
quarterly dividend payment of $1.00 per share or an amount equal to 100 times
the dividend declared per share of Common Stock.  In the event of
liquidation, dissolution or winding up of the Company, the holders of the
Preferred Stock will be entitled to a minimum preferential liquidation payment
of the greater of $1.00 per share but will be entitled to an amount equal to 100
times the payment made per share of Common Stock.  Finally, in the
event of any merger, consolidation or other transaction in which outstanding
shares of Common Stock are converted or exchanged, each share of Preferred Stock
will be entitled to receive 100 times the amount received per share of Common
Stock.  These rights are protected by customary anti-dilution
provisions.  Shares of Preferred Stock shall rank junior to any other
series of the Company’s preferred stock.

       

      Because
of the nature of the Preferred Stock’s dividend and liquidation rights, the
value of the one one-hundredth interest in a share of Preferred Stock
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock.

       

      If any
person or group of affiliated persons becomes an Acquiring Person, each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereupon become void), will thereafter have the right to receive upon
exercise of a Right and payment of the Purchase Price, that number of shares of
Common Stock having a market value of two times the Purchase Price.

       

      If any
person or group of affiliated persons becomes an Acquiring Person, the Board of
Directors may permit, in its sole discretion, the Rights, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
to be exercisable for 50% of the shares of Common Stock that would otherwise be
purchasable upon the payment of the Purchase Price in consideration of the
surrender to the Company of the exercised Rights and without other payment of
the Purchase Price.

       

      At any
time after any person or group becomes an Acquiring Person and before the
acquisition by such person or group of 50% or more of the outstanding shares of
Common Stock, the Board of Directors may exchange the Rights (other than Rights
owned by such person or group which will have become void), in whole or in part,
for shares of Common Stock or Preferred Stock (or a series of the Company’s
preferred stock having similar rights, preferences and privileges), at an
exchange ratio of one share of Common Stock, or a fractional share of Preferred
Stock (or of a share of a similar class or series of the Company’s preferred
stock having similar rights, preferences and privileges) of equivalent value,
per Right (subject to adjustment).

       

      With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price.  No fractional shares of Common Stock or Preferred Stock will
be issued (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), and in lieu thereof an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading day before the date of exercise.

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

      At any
time before the time an Acquiring Person becomes such, the Board of Directors
may redeem the Rights in whole, but not in part, at a price of $0.001 per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date of adoption of the Plan (the “Redemption
Price”).  The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish.  Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price as rounded to the
nearest $0.01.

       

      For so
long as the Rights are then redeemable, the Company may, except with respect to
the Redemption Price, amend the Plan in any manner.  After the Rights
are no longer redeemable, the Company may, except with respect to the Redemption
Price, amend the Plan in any manner that does not adversely affect the interests
of holders of the Rights.

       

      Until a
Right is exercised or exchanged, the holder thereof, as such, will have no
rights as a stockholder of the Company, including the right to vote or to
receive dividends.

       

      A copy of
the Plan has been filed with the Securities and Exchange Commission as an
Exhibit to a Registration Statement on Form 8-A.  A copy of the Plan
is available free of charge from the Company.  This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Plan, as the same may be amended from time to
time, which is hereby incorporated herein by reference.

       


      
        
          
             

          

           


        

        
          B-4