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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2008

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to
.

Commission file number 0-22239





Autobytel Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 33-0711569                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer identification number)
|                                                               | 
|18872 MacArthur Boulevard, Irvine, California                  |  | 92612                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             

(949) 225-4500

(Registrants telephone number, including area code)





Indicate by check mark whether
the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.  Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                             
|-------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  x        
|Non-accelerated filer   ̈   |  | Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.) Yes   ̈    No  x

As of April
30, 2008, there were 44,151,472 shares of the Registrants Common Stock outstanding.









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INDEX



|           |  |                                                                                                                                              |  |     
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                                                              |  | Page
|           |  |                                                                                                                                             
|           |  | PART I. FINANCIAL INFORMATION                                                                                                                |  |     
|           |  |                                                                                                                                             
|ITEM 1.    |  | Unaudited Condensed Consolidated Financial Statements:                                                                                       |  |     
|           |  |                                                                                                                                             
|           |  | Unaudited Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007                                                   |  | 3   
|           |  |                                                                                                                                             
|           |  | Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2008 and 2007 |  | 4   
|           |  |                                                                                                                                             
|           |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007                                 |  | 5   
|           |  |                                                                                                                                             
|           |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                                               |  | 6   
|           |  |                                                                                                                                             
|ITEM 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                        |  | 17  
|           |  |                                                                                                                                             
|ITEM 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                   |  | 27  
|           |  |                                                                                                                                             
|ITEM 4.    |  | Controls and Procedures                                                                                                                      |  | 28  
|           |  |                                                                                                                                             
|           |  | PART II. OTHER INFORMATION                                                                                                                   |  |     
|           |  |                                                                                                                                             
|ITEM 1.    |  | Legal Proceedings                                                                                                                            |  | 29  
|           |  |                                                                                                                                             
|ITEM 1A.   |  | Risk Factors                                                                                                                                 |  | 30  
|           |  |                                                                                                                                             
|ITEM 6.    |  | Exhibits                                                                                                                                     |  | 43  
|           | 
|Signatures |  | 44                                                                                                                                          



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PART I. FINANCIAL INFORMATION



|Item 1. | Unaudited Condensed Consolidated Financial Statements
|------- | -----------------------------------------------------

AUTOBYTEL INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)



|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                             |  | March 31,2008 |          |   | December 31,2007 |  
|ASSETS                                                                                                                                                                       |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                    |  | $             | 29,058   |   |                  | $ | 27,601   |  
|Short-term investments                                                                                                                                                       |  |               | 14,727   |   |                  |   | 686      |  
|Accounts receivable, net of allowances for bad debts and customer credits of $289 and $534, respectively                                                                     |  |               | 12,952   |   |                  |   | 11,692   |  
|Prepaid expenses and other current assets                                                                                                                                    |  |               | 1,605    |   |                  |   | 1,739    |  
|Assets held for sale                                                                                                                                                         |  |               |         |   |                  |   | 17,160   |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                                                         |  |               | 58,342   |   |                  |   | 58,878   |  
|Property and equipment, net                                                                                                                                                  |  |               | 9,767    |   |                  |   | 10,757   |  
|Goodwill                                                                                                                                                                     |  |               | 52,074   |   |                  |   | 52,074   |  
|Other assets                                                                                                                                                                 |  |               | 362      |   |                  |   | 447      |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total assets                                                                                                                                                                 |  | $             | 120,545  |   |                  | $ | 122,156  |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                         |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                                         |  |               |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                             |  | $             | 6,761    |   |                  | $ | 5,852    |  
|Accrued expenses                                                                                                                                                             |  |               | 3,955    |   |                  |   | 6,470    |  
|Deferred revenues                                                                                                                                                            |  |               | 1,711    |   |                  |   | 1,749    |  
|Other current liabilities                                                                                                                                                    |  |               | 2,407    |   |                  |   | 1,199    |  
|Liabilities held for sale                                                                                                                                                    |  |               |         |   |                  |   | 198      |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                    |  |               | 14,834   |   |                  |   | 15,468   |  
|Other non current liabilities                                                                                                                                                |  |               | 377      |   |                  |   | 436      |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total liabilities                                                                                                                                                            |  |               | 15,211   |   |                  |   | 15,904   |  
|Commitments and contingencies (Note 8)                                                                                                                                       |  |               |          |   |                  |   |          |  
|Stockholders equity:                                                                                                                                                        |  |               |          |   |                  |   |          |  
|Preferred stock, $0.001 par value; 11,445,187 shares authorized; none outstanding                                                                                            |  |               |         |   |                  |   |         |  
|Common stock, $0.001 par value; 200,000,000 shares authorized; 43,831,903 and 43,788,663 shares issued and outstanding at March 31, 2008
and December 31, 2007, respectively |  |               | 44       |   |                  |   | 44       |  
|Additional paid-in capital                                                                                                                                                   |  |               | 297,963  |   |                  |   | 296,964  |  
|Unrealized gain from available-for-sale securities                                                                                                                           |  |               | 719      |   |                  |   | 686      |  
|Accumulated deficit                                                                                                                                                          |  |               | (193,392 | ) |                  |   | (191,442 | )
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                                   |  |               | 105,334  |   |                  |   | 106,252  |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                                   |  | $             | 120,545  |   |                  | $ | 122,156  |  
|                                                                                                                                                                             |  |               |          |   |                  |   |          |  

See accompanying notes.



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AUTOBYTEL INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands, except per share data)



|                                                             |  |                              |        |   |      |   |         |  
|------------------------------------------------------------ |  | ---------------------------- | ------ | - | ---- | - | ------- | -
|                                                             |  | Three Months Ended March 31, |       
|                                                             |  | 2008                         |        |   | 2007 |  
|Revenues:                                                    |  |                              |        |   |      |   |         |  
|Lead fees                                                    |  | $                            | 18,161 |   |      | $ | 17,231  |  
|Advertising                                                  |  |                              | 2,499  |   |      |   | 4,707   |  
|Other revenues                                               |  |                              | 37     |   |      |   | 8       |  
|                                                             |  |                              |        |   |      |   |         |  
|Total revenues                                               |  |                              | 20,697 |   |      |   | 21,946  |  
|                                                             |  |                              |        |   |      |   |         |  
|Costs and expenses:                                          |  |                              |        |   |      |   |         |  
|Cost of revenues                                             |  |                              | 13,825 |   |      |   | 11,675  |  
|Sales and marketing                                          |  |                              | 5,195  |   |      |   | 5,699   |  
|Technology support                                           |  |                              | 4,593  |   |      |   | 4,204   |  
|General and administrative                                   |  |                              | 6,307  |   |      |   | 8,602   |  
|Amortization of acquired intangible assets                   |  |                              | 42     |   |      |   | 301     |  
|Patent litigation settlement                                 |  |                              | (2,667 | ) |      |   | (12,000 | )
|                                                             |  |                              |        |   |      |   |         |  
|Total costs and expenses                                     |  |                              | 27,295 |   |      |   | 18,481  |  
|                                                             |  |                              |        |   |      |   |         |  
|Operating income (loss)                                      |  |                              | (6,598 | ) |      |   | 3,465   |  
|Interest and other income                                    |  |                              | 512    |   |      |   | 477     |  
|Foreign currency exchange loss                               |  |                              |       |   |      |   | (7      | )
|                                                             |  |                              |        |   |      |   |         |  
|Income (loss) from continuing operations before income taxes |  |                              | (6,086 | ) |      |   | 3,935   |  
|Income tax provision                                         |  |                              |       |   |      |   |        |  
|                                                             |  |                              |        |   |      |   |         |  
|Income (loss) from continuing operations                     |  |                              | (6,086 | ) |      |   | 3,935   |  
|Income from discontinued operations (net of taxes of $300)   |  |                              | 4,136  |   |      |   | 3,715   |  
|                                                             |  |                              |        |   |      |   |         |  
|Net income (loss)                                            |  | $                            | (1,950 | ) |      | $ | 7,650   |  
|                                                             |  |                              |        |   |      |   |         |  
|Income (loss) per share from continuing operations:          |  |                              |        |   |      |   |         |  
|Basic                                                        |  | $                            | (0.14  | ) |      | $ | 0.09    |  
|                                                             |  |                              |        |   |      |   |         |  
|Diluted                                                      |  | $                            | (0.14  | ) |      | $ | 0.09    |  
|                                                             |  |                              |        |   |      |   |         |  
|Income per share from discontinued operations:               |  |                              |        |   |      |   |         |  
|Basic                                                        |  | $                            | 0.09   |   |      | $ | 0.09    |  
|                                                             |  |                              |        |   |      |   |         |  
|Diluted                                                      |  | $                            | 0.09   |   |      | $ | 0.08    |  
|                                                             |  |                              |        |   |      |   |         |  
|Net income (loss) per share:                                 |  |                              |        |   |      |   |         |  
|Basic                                                        |  | $                            | (0.05  | ) |      | $ | 0.18    |  
|                                                             |  |                              |        |   |      |   |         |  
|Diluted                                                      |  | $                            | (0.05  | ) |      | $ | 0.17    |  
|                                                             |  |                              |        |   |      |   |         |  
|Comprehensive income (loss):                                 |  |                              |        |   |      |   |         |  
|Net income (loss)                                            |  | $                            | (1,950 | ) |      | $ | 7,650   |  
|Unrealized gain from available-for-sale securities           |  |                              | 33     |   |      |   |        |  
|                                                             |  |                              |        |   |      |   |         |  
|Comprehensive income (loss)                                  |  | $                            | (1,917 | ) |      | $ | 7,650   |  
|                                                             |  |                              |        |   |      |   |         |  

See accompanying notes.



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AUTOBYTEL INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)



|                                                                                                   |  |                              |         |   |      |   |        |  
|-------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                                   |  | Three Months Ended March 31, |        
|                                                                                                   |  | 2008                         |         |   | 2007 |  
|Cash flows from operating activities:                                                              |  |                              |         |   |      |   |        |  
|Net income (loss)                                                                                  |  | $                            | (1,950  | ) |      | $ | 7,650  |  
|Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: |  |                              |         |   |      |   |        |  
|Non-cash charges:                                                                                  |  |                              |         |   |      |   |        |  
|Depreciation and amortization                                                                      |  |                              | 1,141   |   |      |   | 545    |  
|Amortization of intangible assets                                                                  |  |                              | 42      |   |      |   | 344    |  
|Amortization of discounts on securities                                                            |  |                              | (105    | ) |      |   |       |  
|Provision for bad debts                                                                            |  |                              | 352     |   |      |   | 21     |  
|Provision for customer credits                                                                     |  |                              | 157     |   |      |   | 410    |  
|Gain on disposal of property and equipment                                                         |  |                              |        |   |      |   | (1     | )
|Gain on sale of AIC business                                                                       |  |                              |        |   |      |   | (2,262 | )
|Gain on sale of AVV business                                                                       |  |                              | (4,204  | ) |      |   |       |  
|Share-based compensation                                                                           |  |                              | 910     |   |      |   | 1,499  |  
|Foreign currency exchange gain                                                                     |  |                              |        |   |      |   | 6      |  
|Changes in assets and liabilities, net of the effects of discontinued operations:                  |  |                              |         |   |      |   |        |  
|Accounts receivable                                                                                |  |                              | (1,662  | ) |      |   | (14    | )
|Prepaid expenses and other current assets                                                          |  |                              | 145     |   |      |   | 366    |  
|Other assets                                                                                       |  |                              | 44      |   |      |   | (134   | )
|Accounts payable                                                                                   |  |                              | 903     |   |      |   | (1,660 | )
|Accrued expenses                                                                                   |  |                              | (2,510  | ) |      |   | (1,268 | )
|Deferred revenues                                                                                  |  |                              | (33     | ) |      |   | (987   | )
|Other liabilities                                                                                  |  |                              | 1,153   |   |      |   | 2      |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Net cash (used in) provided by operating activities                                                |  |                              | (5,617  | ) |      |   | 4,517  |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Cash flows from investing activities:                                                              |  |                              |         |   |      |   |        |  
|Maturities of short-term investments                                                               |  |                              |        |   |      |   | 3,000  |  
|Distribution of foreign investment                                                                 |  |                              |        |   |      |   | 354    |  
|Purchases of short-term investments                                                                |  |                              | (13,903 | ) |      |   |       |  
|Purchases of property and equipment                                                                |  |                              | (508    | ) |      |   | (5,078 | )
|Proceeds from sale of property and equipment                                                       |  |                              |        |   |      |   | 1      |  
|Proceeds from sale of AIC business                                                                 |  |                              |        |   |      |   | 2,073  |  
|Proceeds from sale of AVV business                                                                 |  |                              | 21,396  |   |      |   |       |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Net cash provided by investing activities                                                          |  |                              | 6,985   |   |      |   | 350    |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Cash flows from financing activities:                                                              |  |                              |         |   |      |   |        |  
|Distribution to minority interest stockholder                                                      |  |                              |        |   |      |   | (184   | )
|Proceeds from exercise of stock options and awards issued under the employee stock purchase plan   |  |                              | 89      |   |      |   | 658    |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Net cash provided by financing activities                                                          |  |                              | 89      |   |      |   | 474    |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Net increase in cash and cash equivalents                                                          |  |                              | 1,457   |   |      |   | 5,341  |  
|Cash and cash equivalents, beginning of period                                                     |  |                              | 27,601  |   |      |   | 22,743 |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Cash and cash equivalents, end of period                                                           |  | $                            | 29,058  |   |      | $ | 28,084 |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Supplemental disclosure of cash flow information:                                                  |  |                              |         |   |      |   |        |  
|Cash paid during the period for income taxes                                                       |  | $                            | 72      |   |      | $ | 60     |  
|                                                                                                   |  |                              |         |   |      |   |        |  

See accompanying notes.



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AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Operations of Autobytel

Autobytel Inc. (the Company or Autobytel) is an automotive media and
marketing services company that helps dealers sell cars and services, and manufacturers build brands through efficient marketing and advertising, primarily through the Internet. The Company owns and operates automotive Web sites, including
MyRide.com®, Autobytel.com®,
Autoweb.com®, Car.comsm, CarSmart.com®, AutoSite.com®, and CarTV.com®.

The Company is a Delaware
corporation incorporated on May 17, 1996. Its principal corporate offices are located in Irvine, California. The Companys common stock is listed on The NASDAQ Global Market under the symbol ABTL.

From its inception through December 31, 2002 and for the years ended December 31, 2007, 2006 and 2005, the Company has experienced annual
operating losses and has an accumulated deficit of $193.4 million as of March 31, 2008. The Company believes current cash, cash equivalents and short-term investments are sufficient to meet anticipated cash needs for working capital and capital
expenditures for at least the next 12 months. The Companys results of operations and financial condition may be affected by its dependence on, and the general economic conditions of, the automotive industry.

2. Summary of Significant Accounting Policies

Unaudited Interim Financial Statements

The condensed consolidated financial statements of Autobytel Inc., presented herein
are presented on the same basis as and can be compared to the condensed consolidated financial statements reported in the Companys prior quarterly information in the Companys 2007 Annual Report on Form 10-K, filed with the SEC. The
accompanying condensed consolidated balance sheet as of December 31, 2007 has been derived from the audited consolidated financial statements included in Autobytels 2007 Annual Report on Form 10-K.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments necessary (which are
of a normal recurring nature) to present fairly the financial information contained therein. These statements do not include all disclosures required by accounting principles generally accepted in the United States of America
(GAAP) for annual periods and should be read in conjunction with the Companys audited consolidated financial statements and related notes for the year ended December 31, 2007 included in the Companys Annual Report
on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 17, 2008. The Company prepared the unaudited interim condensed consolidated financial statements following the requirements of the SEC for interim
reporting as contained in the instructions to Form 10-Q in Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted.

As discussed in more detail in Note 6, Discontinued Operations, and elsewhere in this Quarterly Report on Form 10-Q, the Company sold certain assets and
liabilities of its Automotive Information Center (AIC) data operations, its former vehicle price and specification business, on January 31, 2007. The Company also sold its wholly-owned subsidiary, Retention Performance Marketing,
Inc., which was in the business of providing customer loyalty and retention marketing programs (RPM), on June 30, 2007. In January 2008, the Company sold certain assets and liabilities of its AVV, Inc. (AVV) business,
its former software applications and services and data extraction business. Accordingly, the AIC operations, and RPM and AVV businesses are presented in the consolidated financial statements as discontinued operations. As discontinued operations,
revenues and expenses of the AIC operations, and RPM and AVV businesses have been aggregated and stated separately from the respective captions in continuing operations in the condensed consolidated statements of operations. Expenses included in
discontinued operations are direct costs of the AIC operations, and RPM and AVV businesses that will be eliminated from future operations as a result of the sale of the AIC operations, and the RPM and AVV businesses. Assets and liabilities that were
included in the sale of the AVV business have been aggregated and classified as held for sale under current assets and current liabilities in the Companys condensed consolidated balance sheet as of December 31, 2007.

The results of operations for the three months ended March 31, 2008 are not necessarily indicative of the results to be expected for the year ending
December 31, 2008 or any other period(s).



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)



Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions, including asset impairment, that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates
include, but are not limited to, allowances for bad debts and customer credits, useful lives of depreciable assets, accrued liabilities and valuation allowance for deferred tax assets. Actual results could differ from those estimates.

Reclassifications

Certain
reclassifications between sales and marketing, technology support, and general and administrative expenses have been made to prior period information to conform with the current period presentations.

Revenue Recognition

The Company
recognizes revenues when earned as defined by Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, and Emerging Issues Task Force (EITF) Issue No. 00-21, Revenue Arrangements with Multiple
Deliverables. SAB No. 104 considers revenue realized after all four of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the
sellers price to the buyer is fixed or determinable and (iv) collectability is reasonably assured.

In accounting for
multiple-element arrangements, one of the key judgments to be made is the accounting value that is attributable to the different contractual elements. The appropriate allocation of value not only impacts which revenue stream is credited with the
revenue, it also impacts the amount and timing of revenue recorded in the condensed consolidated statement of operations during a given period due to the differing methods of recognizing revenue. Revenue is allocated to each element based on the
accounting determination of the relative fair value of that element to the aggregate fair value of all elements. The fair values must be reliable, verifiable and objectively determinable. When available, such determination is based principally on
the pricing of similar cash arrangements with unrelated parties that are not part of a multiple-element arrangement. When sufficient evidence of the fair values of the individual elements does not exist, revenue is not allocated among them until
that evidence exists. Instead, the revenue is recognized as earned using revenue recognition principles applicable to the entire arrangement as if it were a single element arrangement.

Risks Due to Concentration of Significant Customers

For the three months ended March 31, 2008 and 2007, no dealer, major dealer group, manufacturer or other customer accounted for greater than 10% of total revenues. The Company had no balances owed from any single
automotive manufacturer that accounted for more than 10% of total accounts receivable as of March 31, 2008 and December 31, 2007.

Business Segment

The Company conducts its business within one business segment which is defined as providing automotive
media and marketing services.

Fair value of Financial Instruments

The Companys financial instruments consist principally of cash and cash equivalents, short-term investments, accounts receivable and accounts
payable. Pursuant to Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (SFAS 157), the fair value of cash equivalents and short-term investments is determined based on Level
1 inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments approximate their current values because of their nature and respective
durations.

Short-Term Investments

The Company categorized its equity securities as available-for-sale and its debt securities as held-to-maturity investments in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and
Equity Securities. All held-to-maturity securities with remaining maturities of less than one year are classified as short-term investments. The Company had no long-term investments as of March 31, 2008.

The Company reviews its investments in equity and debt securities for potential impairment on a regular basis. As part of the evaluation process of
individual securities classified as available-for-sale or held-to-maturity, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and the Companys
intent and ability to hold the investment for a period of time which may be sufficient for anticipated recovery in market value. The Company will record an impairment loss on investments for any other-than-temporary decline in fair value of these
investments below their cost basis.



7



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)



Allowances for Bad Debt and Customer Credits

The Company estimates and records allowances for potential bad debts and customer credits based on its historical bad debt and customer credit experience,
which is consistent with the Companys past practice.

The allowance for bad debts is the Companys estimate of bad debt expense
that could result from the inability or refusal of its customers to pay for the services. Additions to the estimated allowance for bad debts are recorded as an increase in general and administrative expenses and are based on factors such as
specifically identified high potential write-offs, as well as historical write-off percentages and the current aging of accounts receivable. Reductions in the estimated allowance for bad debts are recorded as a decrease in general and administrative
expenses. As specific bad debts are identified, they are written-off against the previously established estimated allowance for bad debts and have no impact on operating expenses.

The allowance for customer credits is the Companys estimate of adjustments for services that do not meet its customers requirements.
Additions to the estimated allowance for customer credits are recorded as a reduction in revenues and are based on historical experience of: (i) a rolling twelve month average of the amount of credits issued; and (ii) other factors known
at the time. Reductions in the estimated allowance for customer credits are recorded as an increase in revenues. As specific customer credits are identified, they are written-off against the previously established estimated allowance for customer
credits and have no impact on revenues.

Impairment of goodwill

In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets
(SFAS 142), goodwill and other intangible assets with indefinite lives are no longer subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired.
During the first quarter of 2008 and continuing into April, the Companys stock price declined as well as the general stock market. This resulted in the Companys market capitalization periodically falling below its book value. While the
Company considers this decline temporary based on general economic conditions, and not based on any events or conditions specific to Autobytel, the Company may be required to record a goodwill impairment in the future if its stock price decreases
further, which could have a material impact on the Companys financial condition and results of operations.

Impairment of
equipment, long-lived assets and other intangible assets

The Company periodically reviews long-lived assets to determine if there is
any impairment of these assets. The Company assesses the impairment of these assets, or the need to accelerate amortization, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Companys
judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of our long-lived assets and other intangibles. Future events could cause us to conclude that impairment indicators
exist and that the assets should be reviewed to determine their fair value. The Company evaluates the assets for impairment based on the estimated future undiscounted cash flows expected to result from the use of the assets and their eventual
disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the assets carrying amount over its fair value. Fair value is generally determined based on
a valuation process that provides an estimate of a fair value of these assets using a discounted cash flow model, which includes many assumptions and estimates. Once the valuation is determined, the Company will write-down these assets to their
determined fair value, if necessary. Any write-down could have a material adverse effect on the Companys financial condition and results of operations.

Recent Accounting Pronouncements

In September 2006, FASB issued SFAS No. 157, Fair
Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a frame work for measuring fair value and expands disclosure about fair value measurements. SFAS 157 does not require new fair value measurements but provides
guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of information. SFAS 157 is effective for fiscal years beginning after November 15, 2007. However, on February 12, 2008, the FASB issued
FASB Staff Position (FSP) FAS 157-2 which delays the effective date for all non-financial assets and liabilities except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least
annually). FSP FAS 157-2 defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within the fiscal years for items within the scope of this FSP. Therefore, effective for 2008, the Company
adopted SFAS 157, except as it applies to



8



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)



those non-financial assets and non-financial liabilities as noted in FSP FAS 157-2. The adoption of the provisions of SFAS 157 for financial assets and
financial liabilities as of January 1, 2008 did not have any impact on its consolidated financial position, results of operations or cash flows. The Company does not expect the adoption of FSP FAS 157-2 in 2009 to have a material effect on its
consolidated financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115 (SFAS 159), which is effective for fiscal years beginning after November 15, 2007. This statement permits
entities to choose to measure many financial instruments and certain other items at fair value. This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different
measurement attributes for similar types of assets and liabilities. Unrealized gains and losses on items for which the fair value option is elected would be reported in earnings. The Company adopted the provisions of SFAS 159 as of January 1,
2008 and did not elect the fair value option to measure certain financial instruments.

3. Computation of Basic and Diluted Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted income (loss) per share from continuing operations and discontinued
operations, and net income (loss) per share:



|                                                                     |  |                                                 |            |   |      |   |           
|-------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | ---- | - | ----------
|                                                                     |  | Three Months Ended March 31,                   
|                                                                     |  | 2008                                            |            |   | 2007
|                                                                     |  | (in thousands, except share and per share data)
|Continuing operations:                                               |  |                                                 |            |   |      |   |           
|Numerator:                                                           |  |                                                 |            |   |      |   |           
|Income (loss) from continuing operations                             |  | $                                               | (6,086     | ) |      | $ | 3,935     
|Denominator:                                                         |  |                                                 |            |   |      |   |           
|Weighted average common shares and denominator for basic calculation |  |                                                 | 43,817,163 |   |      |   | 42,879,841
|Weighted average effect of dilutive securities:                      |  |                                                 |            |   |      |   |           
|Employee stock options                                               |  |                                                 |           |   |      |   | 869,045   
|                                                                     |  |                                                 |            |   |      |   |           
|Denominator for diluted calculation                                  |  |                                                 | 43,817,163 |   |      |   | 43,748,886
|                                                                     |  |                                                 |            |   |      |   |           
|Income (loss) per share from continuing operationsbasic             |  | $                                               | (0.14      | ) |      | $ | 0.09      
|Income (loss) per share from continuing operationsdiluted           |  | $                                               | (0.14      | ) |      | $ | 0.09      
|Discontinued operations:                                             |  |                                                 |            |   |      |   |           
|Numerator:                                                           |  |                                                 |            |   |      |   |           
|Income from discontinued operations                                  |  | $                                               | 4,136      |   |      | $ | 3,715     
|                                                                     |  |                                                 |            |   |      |   |           
|Denominator:                                                         |  |                                                 |            |   |      |   |           
|Weighted average common shares and denominator for basic calculation |  |                                                 | 43,817,163 |   |      |   | 42,879,841
|Weighted average effect of dilutive securities:                      |  |                                                 |            |   |      |   |           
|Employee stock options                                               |  |                                                 |           |   |      |   | 869,045   
|                                                                     |  |                                                 |            |   |      |   |           
|Denominator for diluted calculation                                  |  |                                                 | 43,817,163 |   |      |   | 43,748,886
|                                                                     |  |                                                 |            |   |      |   |           
|Income per share from discontinued operationsbasic                  |  | $                                               | 0.09       |   |      | $ | 0.09      
|Income per share from discontinued operationsdiluted                |  | $                                               | 0.09       |   |      | $ | 0.08      
|Net income (loss):                                                   |  |                                                 |            |   |      |   |           
|Numerator:                                                           |  |                                                 |            |   |      |   |           
|Net income (loss)                                                    |  | $                                               | (1,950     | ) |      | $ | 7,650     
|Denominator:                                                         |  |                                                 |            |   |      |   |           
|Weighted average common shares and denominator for basic calculation |  |                                                 | 43,817,163 |   |      |   | 42,879,841
|Weighted average effect of dilutive securities:                      |  |                                                 |            |   |      |   |           
|Employee stock options                                               |  |                                                 |           |   |      |   | 869,045   
|                                                                     |  |                                                 |            |   |      |   |           
|Denominator for diluted calculation                                  |  |                                                 | 43,817,163 |   |      |   | 43,748,886
|                                                                     |  |                                                 |            |   |      |   |           
|Net income (loss) per sharebasic                                    |  | $                                               | (0.05      | ) |      | $ | 0.18      
|Net income (loss) per sharediluted                                  |  | $                                               | (0.05      | ) |      | $ | 0.17      



9



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)



For the three months ended March 31, 2008 and 2007, 8,083,708 and 8,344,572, respectively,
antidilutive potential shares of common stock, consisting of employee and director stock options and employee stock purchase plan awards, have been excluded from the calculation of diluted net income (loss) per share.

4. Share-Based Compensation

For the three months
ended March 31, 2008, the Company recorded $0.9 million of share-based compensation expense. For the three months ended March 31, 2007, the Company recorded $1.5 million of share-based compensation expense. The expenses are included in
costs and expenses in the accompanying condensed consolidated statement of operations as follows:



|                                                                      |  |                              |     |      |   |      
|--------------------------------------------------------------------- |  | ---------------------------- | --- | ---- | - | -----
|                                                                      |  | Three Months Ended March 31,
|                                                                      |  | 2008                         |     | 2007
|                                                                      |  | (in thousands)              
|Cost of revenues                                                      |  | $                            | 29  |      | $ | 54   
|Sales and marketing                                                   |  |                              | 194 |      |   | 286  
|Technology support                                                    |  |                              | 142 |      |   | 195  
|General and administrative                                            |  |                              | 537 |      |   | 880  
|                                                                      |  |                              |     |      |   |      
|Share-based compensation expense included in continuing operations    |  |                              | 902 |      |   | 1,415
|Share-based compensation expense included in discontinuing operations |  |                              | 8   |      |   | 84   
|                                                                      |  |                              |     |      |   |      
|Total share-based compensation expense                                |  |                              | 910 |      |   | 1,499
|Amount capitalized to internal use software                           |  |                              |    |      |   | 6    
|                                                                      |  |                              |     |      |   |      
|Total share-based compensation costs                                  |  | $                            | 910 |      | $ | 1,505
|                                                                      |  |                              |     |      |   |      

The Company granted 72,500 and 358,000 stock options during the three months ended March 31,
2008 and 2007, respectively. The weighted-average fair market value per share of the options granted was $1.19 and $2.04 for the three months ended March 31, 2008 and 2007, respectively. The fair market value of the stock options at the date of
grant was estimated using the Black-Scholes option-pricing model on the date of grant and the following assumptions:



|                        |  |                              |   |  |              |  
|----------------------- |  | ---------------------------- | - |  | ------------ | -
|                        |  | Three Months Ended March 31, |  
|                        |  | 2008                         |   |  | 2007         |  
|Dividend yield          |  | 0.00                         | % |  | 0.00         | %
|Volatility              |  | 61.58 - 61.61                | % |  | 64.89        | %
|Risk-free interest rate |  | 2.52% - 3.33                 | % |  | 4.55% - 4.76 | %
|Expected life           |  | 4.13 years                   |   |  | 4.36 years   |  

The Company issued 62,043 and 59,739 awards during the three months ended March 31, 2008 and
2007, respectively, under the employee stock purchase plan. The issued awards were estimated to have a weighted-average fair value per award of $0.64 and $0.87 for the three months ended March 31, 2008 and 2007, respectively. The fair value of
the awards is based on the Black-Scholes option-pricing model and the following assumptions:



|                        |  |                              |   |  |          |  
|----------------------- |  | ---------------------------- | - |  | -------- | -
|                        |  | Three Months Ended March 31, |  
|                        |  | 2008                         |   |  | 2007     |  
|Dividend yield          |  | 0.00                         | % |  | 0.00     | %
|Volatility              |  | 66.05                        | % |  | 48.93    | %
|Risk-free interest rate |  | 2.84                         | % |  | 5.15     | %
|Expected life           |  | 6 months                     |   |  | 6 months |  



10



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)



To induce James E. Riesenbach to join the Company as President and Chief Executive Officer, on
March 20, 2006, the Company entered into an agreement with Mr. Riesenbach whereby the Company granted 1,000,000 options to him at an exercise price of $4.68 per share. Of the 1,000,000 options granted, 600,000 were service-based awards and
met the criteria for granted options in accordance with SFAS No. 123(R), Share-Based Payment (SFAS 123(R)), as of March 20, 2006. The remaining 400,000 options are performance-based awards where the future
performance criteria will be defined at a future date. On July 17, 2007, the Compensation Committee of the Board of Directors established performance criteria for the vesting of 200,000 performance-based options held by Mr. Riesenbach,
which were subsequently achieved, and on March 4, 2008, the Compensation Committee of the Board of Directors established performance criteria for the vesting of the remaining 200,000 performance-based options. Therefore, under SFAS 123(R), the
400,000 performance-based were deemed granted, 200,000 as of July 17, 2007 and another 200,000 as of March 4, 2008, and the Company began recognizing compensation expense for these awards as of their SFAS 123(R) grant date.

To induce Monty A. Houdeshell to join the Company as Chief Financial Officer, on January 30, 2007, the Company entered into an agreement with
Mr. Houdeshell whereby the Company granted 300,000 options to him at an exercise price of $3.74 per share. Of the 300,000 options granted, 250,000 were service-based awards and met the criteria for granted options in accordance with SFAS 123(R)
as of January 30, 2007. The remaining 50,000 options are performance-based awards where the future performance criteria will be defined at a future date. On July 17, 2007, the Compensation Committee of the Board of Directors established
performance criteria for the vesting of 16,667 performance-based options held by Mr. Houdeshell, which were subsequently achieved, and on March 4, 2008, the Compensation Committee of the Board of Directors established performance criteria
for the vesting of another 16,667 performance-based options held by Mr. Houdeshell. Therefore, under SFAS 123(R), the 33,334 performance-based awards with defined performance criteria were deemed granted, 16,667 as of July 17, 2007 and
another 16,667 as of March 4, 2008, and the Company began recognizing compensation expense for these awards as of their SFAS 123(R) grant date. At March 31, 2008, there remains an additional 16,666 performance-based options that are not
deemed granted under SFAS 123(R) and are not included in the options outstanding at that date.

5. Selected Balance Sheet Accounts

Short-Term Investments

Pursuant to
SFAS 157, the fair value of the Companys short-term investments is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The Company does not use derivative financial
instruments. Investments are placed in instruments that meet credit quality standards, as specified in the Companys investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of
instrument. At March 31, 2008 all of the Companys investments were rated A-1 by the major credit rating agencies.

All investments
are classified as held-to-maturity or available-for-sale securities. Realized gains and losses are reflected in earnings. As of March 31, 2008, the amortized cost basis, aggregate fair value, unrealized gains and losses by security type were as
follows:

Available-for-sale securities:



|                                            |  |                     |     |                                                             |   |                                                              |  |   |  
|------------------------------------------- |  | ------------------- | --- | ----------------------------------------------------------- | - | ------------------------------------------------------------ |  | - | -
|                                            |  | EstimatedFair Value |     | UnrealizedGains
inAccumulatedOtherComprehensiveIncome(Loss) |   | UnrealizedLosses
inAccumulatedOtherComprehensiveIncome(Loss)
|                                            |  | (in thousands)     
|Short-term investments, available for sale: |  |                     |     |                                                             |   |                                                              |  |   |  
|Equity securities                           |  | $                   | 719 |                                                             | $ | 33                                                           |  | $ | 
|                                            |  |                     |     |                                                             |   |                                                              |  |   |  
|Total as of March 31, 2008                  |  | $                   | 719 |                                                             | $ | 33                                                           |  | $ | 
|                                            |  |                     |     |                                                             |   |                                                              |  |   |  

Held-to-maturity securities:



|                                          |  |                     |        |                 |   |                  |  |                    |   |  |   |       
|----------------------------------------- |  | ------------------- | ------ | --------------- | - | ---------------- |  | ------------------ | - |  | - | ------
|                                          |  | AmortizedCost Basis |        | UnrealizedGains |   | UnrealizedLosses |  | AggregateFairValue
|                                          |  | (in thousands)     
|Short-term investments, held-to-maturity: |  |                     |        |                 |   |                  |  |                    |   |  |   |       
|U.S. corporate notes and bonds.           |  | $                   | 14,008 |                 | $ | 8                |  | $                  |  |  | $ | 14,016
|                                          |  |                     |        |                 |   |                  |  |                    |   |  |   |       
|Total as of March 31, 2008                |  | $                   | 14,008 |                 | $ | 8                |  | $                  |  |  | $ | 14,016
|                                          |  |                     |        |                 |   |                  |  |                    |   |  |   |       



11



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)



Property and Equipment

Property and equipment consisted of the following at:



|                                                 |  |                |         |   |                   |   |         |  
|------------------------------------------------ |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                                 |  | March 31, 2008 |         |   | December 31, 2007 |  
|                                                 |  | (in thousands) |        
|Computer software and hardware                   |  | $              | 10,315  |   |                   | $ | 11,327  |  
|Furniture and equipment                          |  |                | 1,602   |   |                   |   | 1,615   |  
|Leasehold improvements                           |  |                | 1,638   |   |                   |   | 1,574   |  
|Capitalized internal use software                |  |                | 7,308   |   |                   |   | 9,049   |  
|Development in process                           |  |                | 441     |   |                   |   | 93      |  
|                                                 |  |                |         |   |                   |   |         |  
|                                                 |  |                | 21,304  |   |                   |   | 23,658  |  
|Less  Accumulated depreciation and amortization |  |                | (11,537 | ) |                   |   | (12,901 | )
|                                                 |  |                |         |   |                   |   |         |  
|                                                 |  | $              | 9,767   |   |                   | $ | 10,757  |  
|                                                 |  |                |         |   |                   |   |         |  

At March 31, 2008 and December 31, 2007, capitalized internal use software, net of
amortization, and development in process were $5.7 million and $6.0 million, respectively.

Intangible Assets

Intangible assets, which are included in other assets in the accompanying unaudited condensed consolidated balance sheet, are amortized over their
estimated useful lives and consisted of the following:



|                               |  |                              |  |                      |       |                         |   |        |           |  |   |    
|------------------------------ |  | ---------------------------- |  | -------------------- | ----- | ----------------------- | - | ------ | --------- |  | - | ---
|                               |  | As of March 31, 2008        
|                               |  | AverageEstimatedUseful Lives |  | Gross CarryingAmount |       | AccumulatedAmortization |   |        | NetAmount
|                               |  |                              |  | (in thousands)       |       |                         |  
|Amortizable Intangible Assets: |  |                              |  |                      |       |                         |   |        |           |  |   |    
|Domain names                   |  | 5 years                      |  | $                    | 836   |                         | $ | (574   | )         |  | $ | 262
|                               |  |                              |  |                      |       |                         |   |        |           |  |   |    
|Total                          |  |                              |  | $                    | 836   |                         | $ | (574   | )         |  | $ | 262
|                               |  |                              |  |                      |       |                         |   |        |           |  |   |    
|                               | 
|                               |  | As of December 31, 2007     
|                               |  | AverageEstimatedUseful Lives |  | Gross CarryingAmount |       | AccumulatedAmortization |   |        | NetAmount
|                               |  |                              |  | (in thousands)       |       |                         |  
|Amortizable Intangible Assets: |  |                              |  |                      |       |                         |   |        |           |  |   |    
|Customer relationships         |  | 3 years                      |  | $                    | 3,775 |                         | $ | (3,775 | )         |  | $ |   
|Domain name                    |  | 5 years                      |  |                      | 836   |                         |   | (533   | )         |  |   | 303
|                               |  |                              |  |                      |       |                         |   |        |           |  |   |    
|Total                          |  |                              |  | $                    | 4,611 |                         | $ | (4,308 | )         |  | $ | 303
|                               |  |                              |  |                      |       |                         |   |        |           |  |   |    



12



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)



Amortization expense for the three months ended March 31, 2008 and 2007 was $42,000 and $0.3
million, respectively. Amortization expense related to technology is classified as cost of revenues. Amortization expense for the remaining lives of the intangible assets is estimated to be as follows:



|                  |  |                     |    
|----------------- |  | ------------------- | ---
|                  |  | AmortizationExpense
|                  |  | (in thousands)     
|Remainder of 2008 |  | $                   | 125
|2009              |  |                     | 68 
|2010              |  |                     | 28 
|2011              |  |                     | 27 
|2012              |  |                     | 14 
|                  |  |                     |    
|                  |  | $                   | 262
|                  |  |                     |    

Accrued Expenses

Accrued expenses consisted of the following at:



|                               |  |                |       |                   |   |      
|------------------------------ |  | -------------- | ----- | ----------------- | - | -----
|                               |  | March 31, 2008 |       | December 31, 2007
|                               |  | (in thousands)
|Compensation and related costs |  | $              | 2,892 |                   | $ | 5,638
|Professional fees              |  |                | 183   |                   |   | 153  
|Other accrued expenses         |  |                | 880   |                   |   | 679  
|                               |  |                |       |                   |   |      
|Total accrued expenses         |  | $              | 3,955 |                   | $ | 6,470
|                               |  |                |       |                   |   |      

6. Discontinued Operations

On January 31, 2007, the Company completed the sale of certain assets and liabilities of the AIC operations to R.L. Polk (Polk) for $3.0 million. The Company received cash of $2.1 million, net of $0.4
million associated with AICs deferred revenues and prepaid expenses at January 31, 2007. The balance of $0.5 million was deposited by Polk in an escrow account and was distributed to the Company in the second quarter of 2007. As part of
the transaction, the Company received a license to use data supplied by Polk at no cost for a period of three years and the Company licensed to Polk certain data at no cost for a period of three years and certain software at no cost in perpetuity.
The Company recognized a gain on the sale of the AIC operations of $2.8 million in the three months ended March 31, 2007.

On
June 30, 2007, the Company sold its RPM business to Call Command, Inc. (Call Command) pursuant to a Stock Purchase Agreement (the RPM Agreement) for an aggregate purchase price of $7.6 million, subject to a working
capital adjustment. Substantially all the assets and certain liabilities of the RPM business were included in the sale and consisted primarily of accounts receivable, prepaid expenses, certain property and equipment, intangible assets, accounts
payable and accrued expenses. The Company received cash of $7.1 million and the balance of $0.5 million, which was deposited by Call Command in an escrow account, was distributed to the Company upon determination of the working capital adjustment in
accordance with the terms of the RPM Agreement. The Company recognized a gain on the sale of the RPM business of $3.6 million during the year ended December 31, 2007.

On January 24, 2008, the Company completed the sale of certain assets and liabilities of its AVV, Inc. data extraction and customer relationship
management software business to Dominion Enterprises (Dominion) for approximately $22.75 million in cash, plus a working capital payment of approximately $1.0 million. The Company recorded a gain on sale of approximately $4.2 million in
connection with the transaction in the three months ended March 31, 2008. The parties also agreed to a $1.9 million escrow in connection with the transaction. Per the escrow agreement, certain contingencies will apply to full recovery of the
escrow amount upon the one year anniversary of the sale. The additional gain, if any, will be recognized at the end of the escrow term. Federal and state income tax expense of approximately $0.3 million was recorded as a reduction to the income from
discontinued operations.



13



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)



As of March 31, 2008, the results of operations of the AVV business reported as discontinued
operations are summarized as follows (in thousands):



|                                    |  |   |       |  
|----------------------------------- |  | - | ----- | -
|Revenues                            |  | $ | 568   |  
|Costs and expenses:                 |  |   |       |  
|Sales and marketing                 |  |   | 150   |  
|Technology support                  |  |   | 114   |  
|General and administrative          |  |   | 53    |  
|                                    |  |   |       |  
|Total costs and expenses            |  |   | 317   |  
|                                    |  |   |       |  
|Gain on sale                        |  |   | 4,204 |  
|Provision for income taxes          |  |   | (319  | )
|                                    |  |   |       |  
|Income from discontinued operations |  | $ | 4,136 |  
|                                    |  |   |       |  

7. Patent Litigation Settlement

In 2004, the Company brought a lawsuit for patent infringement against Dealix Corporation (Dealix). In December 2006, the Company entered into
a settlement agreement with Dealix. The agreement provides that Dealix will pay the Company a total of $20.0 million in settlement payments for a mutual release of claims and a license from the Company to Dealix and the Cobalt Group of certain of
the Companys patent and patent applications. On March 13, 2007, the Company received the initial $12.0 million settlement payment with the remainder to be paid out in installments of $2.7 million on the next three annual anniversary dates
of the initial payment. On March 14, 2008, the Company received the first of three $2.7 million settlement payments pursuant to the agreement. The Company recorded the payments as patent litigation settlement, in the period payment is received,
as a reduction to costs and expenses. The remaining payments are guaranteed by WP Equity Partners, Inc., a Warburg Pincus affiliate. The Company has been unable to assess with reasonable assurance the collectability of the remaining payments under
the Settlement Agreement as it does not have financial information to support the credit worthiness of the debtor or guarantor. Therefore, the Company does not have reasonable assurance that it will receive any remaining payments on their respective
due dates or at all.

8. Commitments and Contingencies

Litigation

In August 2001, a purported class action lawsuit was filed in the United States District
Court for the Southern District of New York against Autobytel and certain of the Companys current and former directors and officers (the Autobytel Individual Defendants) and underwriters involved in the Companys initial
public offering. A Consolidated Amended Complaint, which is now the operative complaint, was filed on April 19, 2002. This action purports to allege violations of the Securities Act of 1933 and the Securities Exchange Act of 1934. Plaintiffs
allege that the underwriter defendants agreed to allocate stock in the Companys initial public offering to certain investors in exchange for excessive and undisclosed commissions and agreements by those investors to make additional purchases
of stock in the aftermarket at pre-determined prices. Plaintiffs allege that the prospectus for the Companys initial public offering was false and misleading in violation of the securities laws because it did not disclose these arrangements.
The action seeks damages in an unspecified amount. The action is being coordinated with approximately 300 other nearly identical actions filed against other companies. On October 9, 2002, the District Court dismissed the Autobytel Individual
Defendants from the case without prejudice. On December 5, 2006, the Second Circuit vacated a decision by the District Court granting class certification in six of the coordinated cases, which are intended to serve as test, or focus
cases. The plaintiffs selected these six cases, which do not include the Company. On April 6, 2007, the Second Circuit denied the petition for rehearing filed by the plaintiffs, but noted that the plaintiffs could ask the District Court to
certify more narrow classes than those that were rejected. On August 14, 2007, the plaintiffs filed amended complaints in the six focus cases. The amended complaints include a number of changes, such as changes to the definition of the
purported class of investors and the elimination of the individual defendants as defendants. The six focus case issuers and the underwriters named as defendants in the focus cases filed motions to dismiss the amended complaints against them on
November 14, 2007. On September 27, 2007, the plaintiffs moved to certify a class in the six focus cases. On March 26, 2008, the District Court dismissed the Securities Act claims of those members of the putative classes in the focus
cases who sold their securities for a price in excess of the initial offering price and those who purchased outside the previously certified class period. With respect to all other claims, the motions to dismiss were denied. The Company is awaiting
a decision from the Court on the class certification motion. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter. The Company cannot predict whether it



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AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)



will be able to renegotiate a settlement that complies with the Second Circuits mandate. If the Company is found liable, the Company is unable to
estimate or predict the potential damages that might be awarded, whether such damages would be greater than its insurance coverage, or whether such damages would have a material impact on its results of operations, financial condition or cash flows
in any future period.

Between April and September 2001, eight separate purported class actions virtually identical to the one filed
against Autobytel were filed against Autoweb.com, Inc. (Autoweb), certain of Autowebs former directors and officers (the Autoweb Individual Defendants) and underwriters involved in Autowebs initial public
offering. A Consolidated Amended Complaint, which is now the operative complaint, was filed on April 19, 2002. It purports to allege violations of the Securities Act of 1933 and the Securities Exchange Act of 1934. Plaintiffs allege that the
underwriter defendants agreed to allocate stock in Autowebs initial public offering to certain investors in exchange for excessive and undisclosed commissions and agreements by those investors to make additional purchases of stock in the
aftermarket at pre-determined prices. Plaintiffs allege that the prospectus for Autowebs initial public offering was false and misleading in violation of the securities laws because it did not disclose these arrangements. The action seeks
damages in an unspecified amount. The action is being coordinated with approximately 300 other nearly identical actions filed against other companies. On October 9, 2002, the District Court dismissed the Autoweb Individual Defendants from the
case without prejudice. On December 5, 2006, the Second Circuit vacated a decision by the District Court granting class certification in six of the coordinated cases, which are intended to serve as test, or focus cases. The
plaintiffs selected these six cases, which do not include Autoweb. On April 6, 2007, the Second Circuit denied a petition for rehearing filed by the plaintiffs, but noted that the plaintiffs could ask the District Court to certify more narrow
classes than those that were rejected. On August 14, 2007, the plaintiffs filed amended complaints in the six focus cases. The amended complaints include a number of changes, such as changes to the definition of the purported class of investors
and the elimination of the individual defendants as defendants. The six focus case issuers and the underwriters named as defendants in the focus cases filed motions to dismiss the amended complaints against them on November 14, 2007. On
September 27, 2007, the plaintiffs moved to certify a class in the six focus cases. On March 26, 2008, the District Court dismissed the Securities Act claims of those members of the putative classes in the focus cases who sold their
securities for a price in excess of the initial offering price and those who purchased outside the previously certified class period. With respect to all other claims, the motions to dismiss were denied. The Company is awaiting a decision from the
Court on the class certification motion. Due to the inherent uncertainties of litigation, Autoweb cannot accurately predict the ultimate outcome of the matter. Autoweb cannot predict whether it will be able to renegotiate a settlement that complies
with the Second Circuits mandate. If Autoweb is found liable, it is unable to estimate or predict the potential damages that might be awarded, whether such damages would be greater than its insurance coverage, or whether such damages would
have a material impact on its results of operations, financial condition or cash flows in any future period.

The Company reviewed the
above class action matters and does not believe that it is probable that a loss contingency has occurred; therefore, the Company has not recorded a liability against these claims in the accompanying financial statements.

In August 2007, AVV, Inc. (now named Autobytel I Corp.) received a letter from a customer claiming indemnification regarding an action brought against
such customer for alleged patent infringement. The customer later made a similar claim against the Company. The Company is in discussions with such customer regarding such claim. The Company cannot currently predict the outcome of this matter,
which, depending on the outcome, may have a material impact on its results of operations, financial condition or cash flows.

On
November 30, 2007, the Company filed a lawsuit in the United States District Court for the Eastern District of Texas against Insweb Corporation, Leadpoint, Inc., Internet Brands, Inc. and Auto Internet Marketing, Inc. In the lawsuit, the
Company asserted infringement of U.S. Patent No. 6,282,517, entitled Real Time Communication of Purchase Requests, against such parties, and sought damages and a permanent injunction. The Company cannot currently predict the outcome
of this matter, which, depending on the outcome, may have a material impact on its results of operations, financial condition or cash flows.

On March 11, 2008, Insweb Corporation filed a lawsuit in the United States District Court for the Southern District of California against the Company, one of its subsidiaries and Dominion Enterprises, the purchaser of the AVV
business. In the lawsuit, Insweb asserted infringement of U.S. Patent No. 6,898,597, entitled Event Log, by marketing and selling the WebControl product of the AVV business and is seeking damages and a permanent
injunction. The Company intends to vigorously defend the lawsuit. Dominion Enterprises, the purchaser of the AVV business, has asserted an indemnity claim under the purchase agreement relating to the sale of the AVV business. The Company is
obligated to indemnify Dominion for this claim subject to and in accordance with the terms of the purchase agreement. The Company cannot currently predict the outcome of this matter, which, depending on the outcome, may have a material impact on its
results of operations, financial condition or cash flows.



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AUTOBYTEL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)



On March 13, 2008, Edmunds Holding Company et. al filed a lawsuit in the United States District
Court for the District of Delaware against the Company. In the lawsuit, Edmunds is seeking a declaration that its business activities, some of which include generating automotive leads, do not infringe the Companys U.S. Patent
No. 6,282,517, entitled Real Time Communication of Purchase Requests and that such patent is invalid. The Company intends to vigorously defend the lawsuit. The Company cannot currently predict the outcome of this matter, which,
depending on the outcome, may have a material impact on its results of operations, financial condition or cash flows.

From time to time,
the Company is involved in other litigation matters arising from the normal course of its business activities. The actions filed against the Company and other litigation, even if not meritorious, could result in substantial costs and diversion of
resources and management attention, and an adverse outcome in litigation could materially adversely affect its business, results of operations, financial condition and cash flows.

Contractual Obligations

In 2007, the
Company entered into a Web search agreement with a vendor that guaranteed the vendor monthly minimum payments over a two-year period from the launch date. The table below summarizes this obligation as of March 31, 2008 (in thousands):



|                  |  |   |    
|----------------- |  | - | ---
|Remainder of 2008 |  | $ | 653
|2009              |  |   | 293
|                  |  |   |    
|                  |  | $ | 946
|                  |  |   |    



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better
understand a companys future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains such forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such
as anticipate, estimate, expects, projects, intends, plans, believes and words of similar substance used in connection with any discussion of future operations or
financial performance identify forward-looking statements. In particular, statements regarding expectations and opportunities, new product expectations and capabilities, and our outlook regarding our performance and growth are forward-looking
statements. This Quarterly Report on Form 10-Q also contains statements regarding plans, goals and objectives. There is no assurance that we will be able to carry out such plans or achieve such goals and objectives or that we will be able to
successfully do so on a profitable basis. These forward-looking statements are just predictions and involve risks and uncertainties such that actual results may differ materially from these statements. Important factors that could cause actual
results to differ materially from those reflected in forward-looking statements made in this Quarterly Report on Form 10-Q are set forth under Part II Item 1A. Risk Factors. Investors are urged not to place undue reliance on
forward-looking statements, which speak only as of the date hereof. We are under no obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or
otherwise. All forward-looking statements contained herein are qualified in their entirety by the foregoing cautionary statements. Unless specified otherwise, as used herein, the terms we, us or our refer to
Autobytel Inc. and its subsidiaries.

You should read the following discussion of our results of operations and financial condition in
conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes for the year ended December 31, 2007
included in our Annual Report on Form 10-K filed with the SEC on March 17, 2008.

Basis of Presentation

We sold certain assets and liabilities of our Automotive Information Center (AIC) data operations, our former vehicle price and specification
business, on January 31, 2007. We also sold our wholly-owned subsidiary, Retention Performance Marketing, Inc., which was in the business of providing customer loyalty and retention marketing programs (RPM), on June 30, 2007.
In January 2008, we sold certain assets and liabilities of our AVV Inc. (AVV) business, our former software applications and services and data extraction business. Accordingly, the AIC operations, RPM and AVV businesses are presented in
the consolidated financial statements as discontinued operations. As discontinued operations, revenues and expenses of the AIC operations, RPM and AVV businesses have been aggregated and stated separately from the respective captions in continuing
operations in the condensed consolidated statements of operations. Expenses included in discontinued operations are direct costs of the AIC operations, RPM and AVV businesses that will be eliminated from future operations as a result of the sale of
the AIC operations, RPM and AVV businesses. Assets and liabilities that were included in the sale of the AVV business have been aggregated and classified as held for sale under current assets and current liabilities, in our condensed consolidated
balance sheet as of December 31, 2007.

Overview

We are an automotive media and marketing services company focused on helping dealers sell cars and
services, and manufacturers build brands through efficient marketing and advertising primarily through the Internet. We own and operate automotive Web sites, including MyRide.com®,
Autobytel.com®, Autoweb.com®, Car.comSM, CarSmart.com®, AutoSite.com® and CarTV.com®. We are a large automotive shopping content network and reach millions of Internet visitors as they shop for vehicles and make their vehicle buying decisions.

In 2006, we began to implement a series of strategic initiatives, including programs to transition our business toward a more media-centric
advertising-driven business model, increasing the focus on providing best-of-class marketing and media services for our dealer and manufacturer customers, and better capturing integration opportunities between our businesses. Toward that end, in
October 2007, we launched our next generation consumer Web site, MyRide.com. We believe MyRide.com is the first fully-integrated automotive vertical search Web experience that is designed to provide consumers with a single comprehensive gateway to
broad and relevant automotive information available on the Internet oriented toward the entire consumer automotive lifecyclefrom finding and purchasing a new or used vehicle, enhancing a vehicle with parts and accessories, finding local
vehicle services, and accessing extensive multimedia and user-generated automotive content. MyRide.com has one of the Internets most comprehensive used vehicle products, utilizing search-based technology to incorporate listings of millions of
vehicles from sites across the Web.

We provide tools and programs to automotive dealers and manufacturers to help them generate sales,
enhance customer loyalty and reduce customer acquisition costs. We connect automotive marketers with the vehicle shoppers visiting our branded Web sites (MyRide.com, Autobytel.com, Autoweb.com, Car.com, CarSmart.com, AutoSite.com and CarTV.com)



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and third party Web sites (primarily search engines, automotive information providers and other auto related venues) each month. We provide dynamic marketing
and advertising programs that allow manufacturers and other automotive vendors to interact with Internet vehicle shoppers as they shop for vehicles and make their vehicle buying decisions. Our intent is to garner an increasing share of the
approximately $31 billion spent annually by dealers, dealer associations, aftermarket automotive suppliers and manufacturers on marketing and advertising services.

Dealers participate in our branded automotive lead generation networks by entering into contracts with us directly or through a major dealer group or an automotive manufacturer or its automotive buying service
affiliate. In turn, we direct consumers to dealers in their local area based on the consumers vehicle preference. We expect our dealers to promptly provide consumers a haggle-free, competitive offer within 24 hours of being contacted by the
consumer. We recommend that each dealer have at least one employee whose principal responsibility is supervising the dealers Internet business, similar to the way in which most dealers have a new vehicle sales manager, a used vehicle sales
manager and a service and parts department manager who are each responsible for those respective dealership functions. We believe that dealers who immediately respond to consumer inquiries, have readily available inventory and provide up-front
competitive pricing benefit the most from our marketing services. We form our dealer relationships after analysis of automotive sales, historic lead activity and demographic data in each region. We seek to maintain in our dealer networks the highest
quality dealers within defined territories and may terminate dealers that do not comply with the standards we set.

Consumers come to our
Web sites to research, compare and configure vehicles and to request a price quote on a vehicle from one of our network dealers. Once they are ready to buy a vehicle, consumers can submit a purchase request through any of our automotive Web sites
and thereby connect to one or more of our participating dealers. Consumers can also shop for used vehicles at our branded Web sites by searching for a used vehicle according to the price, make, model, color, year and location of the vehicle.
Consumers can submit credit questionnaires on our Car.com automotive Web site to be connected to a participating dealer or an automotive finance institution. The finance leads provide dealers with another direct channel of consumers, many of whom
may not be able to secure loans from conventional lending sources.

We are a Delaware corporation. Our principal corporate offices are
located in Irvine, California. Our common stock is listed on The NASDAQ Global Market under the symbol ABTL. Our corporate Web site is located at www.autobytel.com. Information on our Web site is not incorporated by reference in this
Quarterly Report. At or through the Investor Relations section of our Web site we make available free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports as soon
as practicable after such material is electronically filed with or furnished to the SEC. Our Code of Conduct and Ethics for Employees, Officers and Directors is available at the Corporate Governance link of the Investor Relations section of our Web
site.

In 2004, we brought a lawsuit for patent infringement against Dealix Corporation (Dealix). In December 2006, we entered
into a settlement agreement with Dealix. The agreement provides that Dealix will pay us a total of $20.0 million in settlement payments for a mutual release of claims and a license from us to Dealix and the Cobalt Group of certain of our patent and
patent applications. On March 13, 2007, we received the initial $12.0 million settlement payment with the remainder to be paid out in installments of $2.7 million on the next three annual anniversary dates of the initial payment. On
March 14, 2008, we received the first of three $2.7 million settlement payments pursuant to the agreement. We recorded the payments as patent litigation settlement, in the period payment is received, as a reduction to costs and expenses. The
remaining payments are guaranteed by WP Equity Partners, Inc., a Warburg Pincus affiliate. We have been unable to assess with reasonable assurance the collectability of the remaining payments under the Settlement Agreement as we do not have
financial information to support the credit worthiness of the debtor or guarantor. Therefore, we do not have reasonable assurance that we will receive any remaining payments on their respective due dates or at all.

Our results of operations have been affected in the first quarter of 2008, and may continue to be affected in the future, by various factors, including,
but not limited to, the following:



| |  |  | general economic and market conditions in the automotive industry;
| | - |  | ------------------------------------------------------------------



| |  |  | the effects of competition (e.g., the availability and pricing of competing services and products and the resulting effects on sales and pricing of our services and
products);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a decline in purchase requests delivered to our retail and enterprise dealers;
| | - |  | ------------------------------------------------------------------------------



| |  |  | variations in spending by automotive manufacturers on our advertising services;
| | - |  | -------------------------------------------------------------------------------



| |  |  | the amount of visits (traffic) to our network of websites
| | - |  | ---------------------------------------------------------



| |  |  | the cost of acquiring traffic to our network of websites
| | - |  | --------------------------------------------------------



| |  |  | the rates attainable from our advertisers
| | - |  | -----------------------------------------



| |  |  | the implementation of certain cost reduction initiatives;
| | - |  | ---------------------------------------------------------



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As of March 31, 2008, we had $43.8 million in cash and cash equivalents and short-term securities.

For the second quarter of 2008, we may use cash in excess of cash generated from operations.

We conduct our business within one business segment, which is defined as providing automotive media and marketing services.

Our lead referral dealerships sell domestic and imported makes of vehicles and light trucks in the United States. As of March 31, 2008 and 2007, our
new car lead referral dealerships, excluding lead referral enterprise dealerships attributable to automotive manufacturers or their automotive buying service affiliates, totaled approximately 2,560 and 2,640, respectively. At March 31, 2008 and
2007, our used car lead referral dealerships, excluding lead referral enterprise dealerships attributable to automotive manufacturers or their automotive buying service affiliates, totaled approximately 1,730 and 1,640, respectively.

We calculate a vehicle lead referral customer based on the dealership physical establishment not on the dealer franchise, and we count a customer in a
single physical establishment who subscribes to more than one of our new car lead referral programs as one customer. A dealership at a particular physical establishment is considered a single dealership even though it may encompass multiple
franchises that use one or more of our new car lead referral programs. We disclose lead referral dealerships for our new car lead referral programs in the aggregate and for our used car lead referral program. Suspended dealers are not included in
the count. As an example of how we calculate these customers, a dealer with three different franchises in a single physical establishment that subscribes to the Autoweb.com and the Autobytel.com new car lead referral programs for such franchises is
counted as one customer. As a further example, a dealership in a single physical establishment that subscribes to the Autobytel.com new car lead referral program and to our used car lead referral program is counted as two customers.

A majority of our revenue from lead referral dealerships is derived from retail dealerships and enterprise dealerships with major dealer groups. In
addition, as of March 31, 2008 and 2007, our finance lead referral network included approximately 360 and 400, respectively, relationships with retail dealerships, finance request intermediaries, and automotive finance companies who participate
in our Car.com finance referral network. Participants in the finance referral network receive requests to arrange financing for the purchase of an automobile.

Fees for car buying purchase requests are paid by retail dealers, enterprise dealers and automotive manufacturers or their automotive buying service affiliates who participate in our online car buying referral
networks. Fees paid by customers participating in our car buying referral networks are comprised of monthly subscription and/or transaction fees for consumer leads, or purchase requests, which are directed to participating dealers. These monthly
subscription and transaction fees are recognized in the period service is provided. Ongoing fixed monthly subscription fees are based, among other things, on the size of the territory, demographics and, indirectly, the transmittal of purchase
requests to customers participating in our car buying referral networks. Transaction fees are based on the number of purchase requests provided to retail and enterprise dealers and automotive manufacturers each month.

Generally, our dealer contracts are terminable on 30 days notice by either party. From time to time, a major dealer group or automotive
manufacturer may significantly increase or decrease the number of purchase requests accepted from us.

To enhance the quality of purchase requests, each purchase request is passed through our Quality Verification System®which uses filters and validation processes to identify consumers with valid purchase intent before delivering the purchase request to our retail and enterprise dealers. We believe the implementation of these quality enhancing processes
allows us to deliver high quality purchase requests to our retail and enterprise dealers. High quality purchase requests are those that result in high closing ratios. Closing ratio is the ratio of the number of vehicles purchased at a dealer
generated from purchase requests to the total number of purchase requests sent to that dealer.

We delivered approximately 0.9 million
and 0.7 million purchase requests through our online systems to retail and enterprise dealers in the first quarter of 2008 and 2007, respectively. Of these, approximately 0.5 million were delivered to retail dealers in both the first
quarters of 2008 and 2007, and approximately 0.4 million and 0.2 million were delivered to enterprise dealers in the first quarter of 2008 and 2007, respectively.

Additionally, we delivered approximately 0.2 million finance requests in both the first quarters of 2008 and 2007 to retail dealers, finance request
intermediaries, and automotive finance companies.

Advertising revenues represent fees from automotive manufacturers and other advertisers
who target car buyers during the research, consideration and decision making process on our Web sites, as well as using the targeted nature of Internet



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advertising. Manufacturers can advertise their brands effectively on any of our Web sites by targeting advertisements to consumers who are researching
vehicles, thereby increasing the likelihood of influencing their purchase decisions. We have also launched an automotive related advertising network, allowing us to further leverage our relationships with automotive advertisers by selling ads on Web
sites that are part of the network (publishers).

Additionally, advertising revenue is generated by selling email lists to direct marketers
who desire to target individuals who have completed a purchase request.

Other revenues include fees from international licensing
agreements, Internet sales training and other products and services.

To enhance our retail dealers ability to sell cars using our
programs, we developed and implemented various products and processes that allow us to provide high quality dealer support. We contact all retail dealers new to our programs to confirm their initiation on our programs and train their designated
personnel on the use of our programs and products. We also contact our retail dealers on a regular basis to identify retail dealers who are not using our programs effectively, develop relationships with retail dealer principals and their personnel
responsible for calling consumers and to inform our retail dealers about their effectiveness using surveys completed by purchase-intending consumers.

Our relationship with retail dealers may terminate for various reasons including:



| |  |  | Termination by the dealer due to issues with purchase request volume, purchase request quality, fee increases or lack of dedicated personnel to manage the program
effectively,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Termination by us due to the dealer providing poor customer service to consumers or for nonpayment of fees by the dealer,
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | Termination by us of dealers that cannot provide us with a reasonable profit,
| | - |  | -----------------------------------------------------------------------------



| |  |  | Elimination of the manufacturer brand, or
| | - |  | -----------------------------------------



| |  |  | Sale or termination of the dealer franchise.
| | - |  | --------------------------------------------

Because our primary revenue source is from lead fees, our business model is different from many other Internet commerce sites. The automobiles requested through our Web sites are sold by dealers; therefore, we derive no direct revenues from
the sale of a vehicle and have no procurement, carrying or shipping costs and no inventory risk.

Critical Accounting Policies and Estimates

Revenue Recognition.We recognize revenues when earned as defined by Staff Accounting Bulletin (SAB) No. 104,
Revenue Recognition, and Emerging Issues Task Force (EITF) Issue 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. SAB No. 104 considers revenue realized after all four of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the sellers price to the buyer is fixed or determinable and (iv) collectibility is
reasonably assured.

In accounting for multiple-element arrangements, one of the key judgments to be made is the accounting value that is
attributable to the different contractual elements. The appropriate allocation of value not only impacts which revenue stream is credited with the revenue, it also impacts the amount and timing of revenue recorded in the consolidated statement of
operations during a given period due to the differing methods of recognizing revenue. Revenue is allocated to each element based on the accounting determination of the relative fair value of that element to the aggregate fair value of all elements.
The fair values must be reliable, verifiable and objectively determinable. When available, such determination is based principally on the pricing of similar cash arrangements with unrelated parties that are not part of a multiple-element
arrangement. When sufficient evidence of the fair values of the individual elements does not exist, revenue is not allocated among them until that evidence exists. Instead, the revenue is recognized as earned using revenue recognition principles
applicable to the entire arrangement as if it were a single element arrangement.

Short-Term Investments. We categorize our equity
securities as available-for-sale and our debt securities as held-to-maturity investments in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity
Securities. All held-to-maturity securities with remaining maturities of less than one year are classified as short-term investments. We had no long-term investments as of March 31, 2008.

We review our investments in equity and debt securities for potential impairment on a regular basis. As part of the evaluation process of individual
securities classified as available-for-sale or held-to-maturity, we review factors such as the



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length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and our intent and ability to hold the
investment for a period of time which may be sufficient for anticipated recovery in market value. We will record an impairment loss on investments for any other-than-temporary decline in fair value of these investments below their cost basis.

Allowances for Bad Debt and Customer Credits. We estimate and record allowances for potential bad debts and customer credits
based on our historical bad debt and customer credit experience, which is consistent with our past practice.

The allowance for bad debts
is our estimate of bad debt expense that could result from the inability or refusal of our customers to pay for our services. Additions to the estimated allowance for bad debts are recorded as an increase in general and administrative expenses and
are based on factors such as specifically identified high potential write-offs, as well as historical write-off percentages and the current aging of accounts receivable. Reductions in the estimated allowance for bad debts are recorded as a decrease
in general and administrative expenses. As specific bad debts are identified, they are written-off against the previously established estimated allowance for bad debts and have no impact on operating expenses.

The allowance for customer credits is our estimate of adjustments for services that do not meet our customers requirements. Additions to the
estimated allowance for customer credits are recorded as a reduction in revenues and are based on historical experience of: (i) a rolling twelve month average of the amount of credits issued; and (ii) other factors known at the time.
Reductions in the estimated allowance for customer credits are recorded as an increase in revenues. As specific customer credits are identified, they are written-off against the previously established estimated allowance for customer credits and
have no impact on revenues.

If there is a decline in the general economic environment that negatively affects the financial condition of
our customers or an increase in the number of customers that are dissatisfied with our services, additional estimated allowances for bad debts and customer credits may be required and the impact on our business, results of operations or financial
condition could be material.

Contingencies. We are subject to proceedings, lawsuits and other claims. We are required to
assess the likelihood of any adverse judgments or outcomes of these matters as well as potential ranges of probable losses. We are required to record a loss contingency when an unfavorable outcome is probable and the amount of the loss can be
reasonably estimated. The amount of allowances required, if any, for these contingencies is determined after analysis of each individual case. The amount of allowances may change in the future if there are new material developments in each matter.
At March 31, 2008, we did not record any allowances for contingencies. Gain contingencies are not recorded until all elements necessary to realize the revenue are present. Any legal fees incurred in connection with a contingency are expensed as
incurred.

Fair Value of Financial Instruments. Our financial instruments consist principally of cash and cash equivalents,
short-term investments, accounts receivable and accounts payable. Pursuant to Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (SFAS 157), the fair value of cash equivalents and
short-term investments is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all other financial instruments approximate their current values
because of their nature and respective durations.

Share-Based Compensation Expense. We account for our share-based
compensation using the fair value method as required by SFAS No. 123(R), Share-Based Payment (SFAS 123(R)). Under the fair value recognition provisions of SFAS 123(R), we recognize share-based compensation net of an
estimated forfeiture rate and therefore only recognize compensation cost for those shares expected to vest over the service period of the award. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes
option pricing model based on the underlying common stock closing price as of the date of grant, the expected term, expected stock price volatility, and expected risk-free interest rates.

Calculating share-based compensation expense requires the input of highly subjective assumptions, including the expected term of the share-based awards,
expected stock price volatility, and expected pre-vesting option forfeitures. We estimate the expected life of options granted based on historical exercise patterns, which we believe are representative of future behavior. We estimate the
volatility of the price of our common stock at the date of grant based on historical volatility of the price of our common stock for a period equal to the expected term of the awards. We have used historical volatility because we have a limited
number of options traded on our common stock to support the use of an implied volatility or a combination of both historical and implied volatility. The assumptions used in calculating the fair value of share-based awards represent our best
estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the
future. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those options expected to vest. We estimate the forfeiture rate based on historical experience of our share-based awards that are
granted, exercised and cancelled. If our actual forfeiture rate is materially different from our estimate, the share-based compensation expense could be significantly different from what we have recorded in the current period.



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To induce James E. Riesenbach to join the Company as President and Chief Executive Officer, on
March 20, 2006, we entered into an agreement with Mr. Riesenbach whereby we granted 1,000,000 options to him at an exercise price of $4.68 per share. Of the 1,000,000 options granted, 600,000 were service-based awards and met the criteria
for granted options in accordance with SFAS No. 123(R), Share-Based Payment (SFAS 123(R)), as of March 20, 2006. The remaining 400,000 options are performance-based awards where the future performance criteria will
be defined at a future date. On July 17, 2007, the Compensation Committee of the Board of Directors established performance criteria for the vesting of 200,000 performance-based options held by Mr. Riesenbach, which were subsequently
achieved, and on March 4, 2008, the Compensation Committee of the Board of Directors established performance criteria for the vesting of the remaining 200,000 performance-based options. Therefore, under SFAS 123(R), the 400,000
performance-based were deemed granted, 200,000 as of July 17, 2007 and another 200,000 as of March 4, 2008, and we began recognizing compensation expense for these awards as of their SFAS 123(R) grant date.

To induce Monty A. Houdeshell to join the Company as Chief Financial Officer, on January 30, 2007, we entered into an agreement with
Mr. Houdeshell whereby we granted 300,000 options to him at an exercise price of $3.74 per share. Of the 300,000 options granted, 250,000 were service-based awards and met the criteria for granted options in accordance with SFAS 123(R) as of
January 30, 2007. The remaining 50,000 options are performance-based awards where the future performance criteria will be defined at a future date. On July 17, 2007, the Compensation Committee of the Board of Directors established
performance criteria for the vesting of 16,667 performance-based options held by Mr. Houdeshell, which were subsequently achieved, and on March 4, 2008, the Compensation Committee of the Board of Directors established performance criteria
for the vesting of another 16,667 performance-based options held by Mr. Houdeshell. Therefore, under SFAS 123(R), the 33,334 performance-based awards with defined performance criteria were deemed granted, 16,667 as of July 17, 2007 and
another 16,667 as of March 4, 2008, and we began recognizing compensation expense for these awards as of their SFAS 123(R) grant date. At March 31, 2008, there remains an additional 16,666 performance-based options that are not deemed
granted under SFAS 123(R) and are not included in the options outstanding at that date.

Income Taxes. We account for income taxes
under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We record a valuation allowance, if necessary, to reduce deferred tax assets to an amount we believe is more likely than not to
be realized. During the current period, we continued to maintain a full valuation allowance against our net deferred tax asset.

As of
December 31, 2007, we had $0.5 million of unrecognized tax benefits. These unrecognized tax benefits reduced our deferred tax assets which were subject to a valuation allowance of $0.5 million. There were no material changes to our uncertain
tax positions during the current period.

Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a
component of income tax expense. As of December 31, 2007 we did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor were any interest expense recognized in the first quarter of 2008.

During the current period, we recorded Federal and state income tax expense of approximately $.3 million related to its sale of AVV as a reduction to the
income from discontinued operations.

Impairment of goodwill. In accordance with SFAS No. 142, Goodwill and Other
Intangible Assets (SFAS 142), goodwill and other intangible assets with indefinite lives are no longer subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the
asset might be impaired. During the first quarter of 2008 and continuing into April, our stock price declined as well as the general stock market. This resulted in our market capitalization periodically falling below our book value. While we
consider this decline temporary and based on general economic conditions, and not based on any events or conditions specific to us, we may be required to record a goodwill impairment in the future if our stock price decreases further, which could
have a material impact on our financial condition and results of operations.

Impairment of long-lived assets and other intangible
assets.We periodically review long-lived assets to determine if there is any impairment of these assets. We assess the impairment of these assets, or the need to accelerate amortization, whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. Our judgments



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regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of our long-lived assets and other
intangibles. Future events could cause us to conclude that impairment indicators exist and that the assets should be reviewed to determine their fair value. We assess the assets for impairment based on the estimated future undiscounted cash flows
expected to result from the use of the assets and their eventual disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the assets carrying amount
over its fair value. Fair value is generally determined based on a valuation process that provides an estimate of a fair value of these assets using a discounted cash flow model, which includes many assumptions and estimates. Once the valuation is
determined, we will write-down these assets to their determined fair value, if necessary. Any write-down could have a material adverse effect on our financial condition and results of operations.



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Results of Operations

Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007

Revenues by groups of similar
services were as follows:



|               |  |                             |        |        |   |        |  |   |        |   |  |       |   
|-------------- |  | --------------------------- | ------ | ------ | - | ------ |  | - | ------ | - |  | ----- | --
|               |  | Three Months EndedMarch 31, |        | Change |  
|               |  | 2008                        |        | 2007   |   | $      |  |   | %      |  
|               |  | (in thousands)              |        |        |   |        |  |  
|Revenues:      |  |                             |        |        |   |        |  |   |        |   |  |       |   
|Lead fees      |  | $                           | 18,161 |        | $ | 17,231 |  | $ | 930    |   |  | 5.4   | % 
|Advertising    |  |                             | 2,499  |        |   | 4,707  |  |   | (2,208 | ) |  | (46.9 | )%
|Other          |  |                             | 37     |        |   | 8      |  |   | 29     |   |  | 362.5 | % 
|               |  |                             |        |        |   |        |  |   |        |   |  |       |   
|Total revenues |  | $                           | 20,697 |        | $ | 21,946 |  | $ | (1,249 | ) |  | (5.7  | )%
|               |  |                             |        |        |   |        |  |   |        |   |  |       |   

Percent of Revenue by groups of similar services were as follows:



|                    |  |                             |   |  |      |  
|------------------- |  | --------------------------- | - |  | ---- | -
|                    |  | Three Months EndedMarch 31, |  
|                    |  | 2008                        |   |  | 2007 |  
|                    |  | (in thousands)              |  
|Percent of Revenue: |  |                             |   |  |      |  
|Lead fees           |  | 87.7                        | % |  | 78.5 | %
|Advertising         |  | 12.1                        | % |  | 21.4 | %
|Other               |  | 0.2                         | % |  | 0.1  | %
|                    |  |                             |   |  |      |  
|Total revenues      |  | 100                         | % |  | 100  | %
|                    |  |                             |   |  |      |  

Lead Fees.The increase in lead fees for the quarter end March 31, 2008, compared to
the quarter ended March 31, 2007, was due to an increase in the number of wholesale leads delivered.

Advertising.The decrease
in advertising fees for the quarter ended March 31, 2008, compared to the quarter ended March 31, 2007, was due to three primary factors: (1) a decrease in page views as a result of the previously disclosed initiative to eliminate low
quality traffic; (2) the reduction in advertising rates from some advertisers due to the previous poor performance; and (3) delays by advertisers in commencing their 2008 campaigns, resulting in a lower percentage of third party sponsored
advertisements on our Web site early in the first quarter of 2008.

Costs and expenses were as follows:



|                                           |  |                             |        |   |        |   |         |   |  |   |        |   |  |       |   
|------------------------------------------ |  | --------------------------- | ------ | - | ------ | - | ------- | - |  | - | ------ | - |  | ----- | --
|                                           |  | Three Months EndedMarch 31, |        |   | Change |  
|                                           |  | 2008                        |        |   | 2007   |   |         | $ |  |   | %      |  
|                                           |  | (in thousands)              |        |   |        |   |         |   | 
|Costs and expenses:                        |  |                             |        |   |        |   |         |   |  |   |        |   |  |       |   
|Cost of revenues                           |  | $                           | 13,825 |   |        | $ | 11,675  |   |  | $ | 2,150  |   |  | 18.4  | % 
|Sales and marketing                        |  |                             | 5,195  |   |        |   | 5,699   |   |  |   | (504   | ) |  | (8.8  | )%
|Technology support                         |  |                             | 4,593  |   |        |   | 4,204   |   |  |   | 389    |   |  | 9.3   | % 
|General and administrative                 |  |                             | 6,307  |   |        |   | 8,602   |   |  |   | (2,295 | ) |  | (26.7 | )%
|Amortization of acquired intangible assets |  |                             | 42     |   |        |   | 301     |   |  |   | (259   | ) |  | (86.0 | )%
|Patent litigation settlement               |  |                             | (2,667 | ) |        |   | (12,000 | ) |  |   | 9,333  |   |  | 77.8  | % 
|                                           |  |                             |        |   |        |   |         |   |  |   |        |   |  |       |   
|Total costs and expenses                   |  | $                           | 27,295 |   |        | $ | 18,481  |   |  | $ | 8,814  |   |  | 47.7  | % 
|                                           |  |                             |        |   |        |   |         |   |  |   |        |   |  |       |   



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Cost of Revenues.Cost of revenues consists of lead acquisition costs, traffic acquisition costs
and other cost of revenues. Lead acquisition costs consist of payments made to our Internet consumer request providers, including Internet portals and online automotive information providers. Traffic acquisition costs consist of search engine
marketing, revenue share payments to traffic providing partners, and other costs incurred to generate page views on the Autobytel network of websites. Other cost of revenues consists of salaries and related costs, fees paid to third parties for data
and content included on our Web site properties, connectivity costs, technology license fees, server equipment depreciation and technology amortization and compensation related expense.

The increase in cost of revenues in the first quarter of 2008 compared to the first quarter of 2007 was due to a $0.9 million increase in lead
acquisition costs; a $0.3 million increase in search engine marketing costs; a $0.7 million increase in depreciation and amortization and a $0.2 million increase in salaries and related costs. The increase in lead acquisition costs was due to our
increased volume of acquired leads. The increase in depreciation and amortization was due to the initiation of depreciation and amortization on MyRide.com.

Sales and Marketing. Sales and marketing expense includes costs for developing our brand equity and personnel and other costs associated with dealer sales, Web site advertising sales, and dealer training
and support. Sales and marketing expense in the first quarter of 2008 was down slightly when compared to the first quarter of 2007, due principally to cost containment initiatives enacted by us.

Technology Support.Technology support expense includes personnel costs related to developing new products, enhancing the features, content and
functionality of our Web sites and our Internet-based communications platform, costs associated with our telecommunications and computer infrastructure, and costs related to data and technology development. Technology support expense in the first
quarter of 2008 was higher when compared to the first quarter of 2007, due to costs incurred to enhance MyRide.com.

General and
Administrative. General and administrative expense consists of executive, financial and legal personnel expenses and costs related to being a public company. General and administrative expense in the first quarter of 2008 decreased as compared
to the first quarter of 2007 due to a decrease in personnel, temporary labor, and professional fees of $1.4 million and the impact of a $1.0 million settlement charge related to the Stoneage litigation matter in the first quarter of 2007.

Patent Litigation Settlement. Patent litigation settlement represents the portion of the Dealix settlement amount associated with
the mutual release of claims. (See Note 7 to the unaudited condensed consolidated financial statements for further discussion.)

Income
Taxes. We did not record a provision for state income taxes for the first quarter of 2008 and a nominal amount for the first quarter of 2007.

Stock Options Granted in 2008

In the first quarter of 2008, we granted stock options to purchase 72,500 shares of common
stock under our 1999 Employee and Acquisition Related Stock Option Plan, our 2000 Stock Option Plan and our 2006 Inducement Stock Option Plan. These stock options were issued at our common stock closing price on the dates of grant.

To induce James E. Riesenbach to join the Company as President and Chief Executive Officer, on March 20, 2006, we entered into an agreement with
Mr. Riesenbach whereby the Company granted 1,000,000 options to him at an exercise price of $4.68 per share. Of the 1,000,000 options granted, 600,000 were service-based awards and met the criteria for granted options in accordance with SFAS
No. 123(R), Share-Based Payment (SFAS 123(R)), as of March 20, 2006. The remaining 400,000 options are performance-based awards where the future performance criteria will be defined at a future date. On
July 17, 2007, the Compensation Committee of the Board of Directors established performance criteria for the vesting of 200,000 performance-based options held by Mr. Riesenbach, which were subsequently achieved, and on March 4, 2008,
the Compensation Committee of the Board of Directors established performance criteria for the vesting of the remaining 200,000 performance-based options. Therefore, under SFAS 123(R), the 400,000 performance-based were deemed granted, 200,000 as of
July 17, 2007 and another 200,000 as of March 4, 2008, and we began recognizing compensation expense for these awards as of their SFAS 123(R) grant date.

To induce Monty A. Houdeshell to join the Company as Chief Financial Officer, on January 30, 2007, we entered into an agreement with Mr. Houdeshell whereby we granted 300,000 options to him at an exercise
price of $3.74 per share. Of the 300,000 options granted, 250,000 were service-based awards and met the criteria for granted options in accordance with SFAS 123(R) as of January 30, 2007. The remaining 50,000 options are performance-based
awards where the future performance criteria will be defined at a future date. On July 17, 2007, the Compensation Committee of the Board



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of Directors established performance criteria for the vesting of 16,667 performance-based options held by Mr. Houdeshell, which were subsequently
achieved, and on March 4, 2008, the Compensation Committee of the Board of Directors established performance criteria for the vesting of another 16,667 performance-based options held by Mr. Houdeshell. Therefore, under SFAS 123(R), the
33,334 performance-based awards with defined performance criteria were deemed granted, 16,667 as of July 17, 2007 and another 16,667 as of March 4, 2008, and we began recognizing compensation expense for these awards as of their SFAS
123(R) grant date. At March 31, 2008, there remains an additional 16,666 performance-based options that are not deemed granted under SFAS 123(R) and are not included in the options outstanding at that date.

Employees

As of April 30, 2008, we had a total
of 247 employees. We also utilize independent contractors as required. None of our employees are represented by a labor union. We have not experienced any work stoppages and consider our employee relations to be good.

Liquidity and Capital Resources

Our working capital,
excluding assets and liabilities held for sale, increased by $17.1 million, to $43.5 million at March 31, 2008 compared to $26.4 million at December 31, 2007. The increase was primarily related to the purchase of short-term investments
with the proceeds from the sale of AVV.

Our cash and cash equivalents and short-term investments totaled $43.8 million as of
March 31, 2008 compared to cash, cash equivalents and short-term investments of $28.3 million as of December 31, 2007.

In
December 2006, we entered into a settlement agreement with Dealix. The agreement provides that Dealix will pay us a total of $20.0 million in settlement payments for a mutual release of claims and a license from us to Dealix and the Cobalt Group of
certain of the Companys patent and patent applications. On March 13, 2007, we received the initial $12.0 million settlement payment with the remainder to be paid out in installments of $2.7 million on the next three annual anniversary
dates of the initial payment. On March 14, 2008, we received the first of three $2.7 million settlement payments pursuant to the agreement. We recorded the payments as patent litigation settlement, in the period payment is received, as a
reduction to costs and expenses. The remaining payments are guaranteed by WP Equity Partners, Inc., a Warburg Pincus affiliate. We have been unable to assess with reasonable assurance the collectability of the remaining payments under the agreement
as it does not have financial information to support the credit worthiness of the debtor or guarantor. Therefore, we do not have reasonable assurance that it will receive any remaining payments on their respective due dates or at all.

Net Cash (Used In) Provided by Operating Activities

For the three months ended March 31, 2008, net cash used in operating activities was $5.6 million consisting of net loss of $2.0 million, adjusted for a gain on sale of our AVV business of $4.2 million, increase in accounts receivable
of $1.7 million and a net decrease in accounts payable and accrued liabilities of $1.6 million, offset by depreciation and amortization of $1.2 million and share-based compensation of $0.9 million and decrease in other liabilities of $1.2 million.

Net cash provided by operating activities was $4.5 million for the three months ended March 31, 2007. Net cash provided by operating
activities for the three months ended March 31, 2007 resulted primarily from net income as adjusted for non-cash charges for the period, a $0.4 million decrease in prepaid expenses and other current assets, partially offset by a $2.9 million
decrease in accounts payable and accrued expenses. The decrease in prepaid expenses and other current assets was primarily due to the amortization of insurance premiums.

Net Cash Provided By Investing Activities

Net cash provided by investing activities was $7.0 million
and $0.4 million for the three months ended March 31, 2008 and 2007, respectively. Cash provided by investing activities for the three months ended March 31, 2008 was primarily due to $21.4 million in cash received from the sale of AVV,
offset by the purchases of $13.9 million in short-tem investment. Cash provided by investing activities for the three months ended March 31, 2007 was primarily due to maturity of short-term investments of $3.0 million, and $2.1 million in
proceeds from the sale of the AIC business offset by the purchases of property and equipment of $5.1 million.

Net Cash Provided By Financing Activities

Net cash provided by financing activities was approximately $0.1 million and $0.5 million for the three months ended March 31,
2008 and 2007, respectively. Cash provided by financing activities for the three months ended March 31, 2008



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was due to proceeds received from the issuance of common stock pursuant to our employee stock purchase plan. Cash provided by financing activities for the
three months ended March 31, 2007 was due to $0.7 million in proceeds received from the issuance of common stock in connection with the exercise of stock options and pursuant to our employee stock purchase plan, partially offset by a cash
distribution to a minority interest stockholder of $0.2 million.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as defined in Regulation S-K 303(a)(4)(ii).

Contractual Obligations

In 2007, we entered into a Web search agreement with a vendor that
guarantees the vendor monthly minimum payments over a two-year period from the launch date. The table below summarizes our obligation as of March 31, 2008 (in thousands):



|                  |  |   |    
|----------------- |  | - | ---
|Remainder of 2008 |  | $ | 653
|2009              |  |   | 293
|                  |  |   |    
|                  |  | $ | 946
|                  |  |   |    

Recent Accounting Pronouncements

In September 2006, FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a
frame work for measuring fair value and expands disclosure about fair value measurements. SFAS 157 does not require new fair value measurements but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify
the source of information. SFAS 157 is effective for fiscal years beginning after November 15, 2007. However, on February 12, 2008, the FASB issued FASB Staff Position (FSP) FAS 157-2 which delays the effective date for all
non-financial assets and liabilities except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP FAS 157-2 defers the effective date of SFAS 157 to fiscal years beginning
after November 15, 2008, and interim periods within the fiscal years for items within the scope of this FSP. Therefore, effective for 2008, we adopted SFAS 157, except as it applies to those non-financial assets and non-financial liabilities as
noted in FSP FAS 157-2. The adoption of the provisions of SFAS 157 for financial assets and financial liabilities as of January 1, 2008 did not have any impact on our consolidated financial statements. We do not expect the adoption of FSP FAS
157-2 in 2009 to have a material effect on its consolidated financial position, results of operations or cash flows.

In February 2007, the
FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115 (SFAS 159), which is effective for fiscal years beginning after
November 15, 2007. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement also establishes presentation and disclosure requirements designed to facilitate
comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Unrealized gains and losses on items for which the fair value option is elected would be reported in earnings. We adopted the
provisions of SFAS 159 as of January 1, 2008 and did not elect the fair value option to measure certain financial instruments.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

We are exposed to the impact of changes in the market values of our investments.

Investment Risk

The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without significantly increasing
risk. To achieve this objective, we maintain our portfolio of cash equivalents and short-term held-to-maturity investments in a variety of securities, including both government and corporate obligations and money market funds.

Investments in both fixed-rate and floating-rate interest-earning instruments carry varying degrees of interest rate risk. The fair market value of our
fixed-rate securities may be adversely impacted due to a rise in interest rates. In general, securities with longer maturities are subject to greater interest-rate risk than those with shorter maturities. While floating rate securities generally are
subject to less interest-rate risk than fixed-rate securities, floating-rate securities may produce less income than expected if interest rates decrease. Due in part to these factors, our investment income may fall short of expectations. If interest
rates were to increase (decrease) by 100 basis points, the fair market value of our total investment portfolio could decrease (increase) on an annual basis by approximately $0.3 million.



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|Item 4. | Controls and Procedures
|------- | -----------------------

As of
the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based on the evaluation, our Chief Executive Officer and our Chief Financial Officer
believe that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective at ensuring that the information required to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms or (ii) accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure. Our management concluded that the financial statements included in this Quarterly Report on Form 10-Q
fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.

As of the end of the period covered by this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting that
have materially affected or were reasonably likely to materially affect, our internal control over financial reporting.

Our management,
including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based
in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate
because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Notwithstanding the foregoing limitations on the effectiveness of controls, we have nonetheless reached the conclusions set forth above on
our disclosure controls and procedures and our internal control over financial reporting.



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PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

In August
2001, a purported class action lawsuit was filed in the United States District Court for the Southern District of New York against Autobytel and certain of the Companys current and former directors and officers (the Autobytel Individual
Defendants) and underwriters involved in the Companys initial public offering. A Consolidated Amended Complaint, which is now the operative complaint, was filed on April 19, 2002. This action purports to allege violations of the
Securities Act of 1933 and the Securities Exchange Act of 1934. Plaintiffs allege that the underwriter defendants agreed to allocate stock in the Companys initial public offering to certain investors in exchange for excessive and undisclosed
commissions and agreements by those investors to make additional purchases of stock in the aftermarket at pre-determined prices. Plaintiffs allege that the prospectus for the Companys initial public offering was false and misleading in
violation of the securities laws because it did not disclose these arrangements. The action seeks damages in an unspecified amount. The action is being coordinated with approximately 300 other nearly identical actions filed against other companies.
On October 9, 2002, the District Court dismissed the Autobytel Individual Defendants from the case without prejudice. On December 5, 2006, the Second Circuit vacated a decision by the District Court granting class certification in six of
the coordinated cases, which are intended to serve as test, or focus cases. The plaintiffs selected these six cases, which do not include the Company. On April 6, 2007, the Second Circuit denied the petition for rehearing filed by
the plaintiffs, but noted that the plaintiffs could ask the District Court to certify more narrow classes than those that were rejected. On August 14, 2007, the plaintiffs filed amended complaints in the six focus cases. The amended complaints
include a number of changes, such as changes to the definition of the purported class of investors and the elimination of the individual defendants as defendants. The six focus case issuers and the underwriters named as defendants in the focus cases
filed motions to dismiss the amended complaints against them on November 14, 2007. On September 27, 2007, the plaintiffs moved to certify a class in the six focus cases. On March 26, 2008, the District Court dismissed the Securities
Act claims of those members of the putative classes in the focus cases who sold their securities for a price in excess of the initial offering price and those who purchased outside the previously certified class period. With respect to all other
claims, the motions to dismiss were denied. We are awaiting a decision from the Court on the class certification motion. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter. The
Company cannot predict whether it will be able to renegotiate a settlement that complies with the Second Circuits mandate. If the Company is found liable, the Company is unable to estimate or predict the potential damages that might be
awarded, whether such damages would be greater than its insurance coverage, or whether such damages would have a material impact on its results of operations, financial condition or cash flows in any future period.

Between April and September 2001, eight separate purported class actions virtually identical to the one filed against Autobytel were filed against
Autoweb.com, Inc. (Autoweb), certain of Autowebs former directors and officers (the Autoweb Individual Defendants) and underwriters involved in Autowebs initial public offering. A Consolidated Amended Complaint,
which is now the operative complaint, was filed on April 19, 2002. It purports to allege violations of the Securities Act of 1933 and the Securities Exchange Act of 1934. Plaintiffs allege that the underwriter defendants agreed to allocate
stock in Autowebs initial public offering to certain investors in exchange for excessive and undisclosed commissions and agreements by those investors to make additional purchases of stock in the aftermarket at pre-determined prices.
Plaintiffs allege that the prospectus for Autowebs initial public offering was false and misleading in violation of the securities laws because it did not disclose these arrangements. The action seeks damages in an unspecified amount. The
action is being coordinated with approximately 300 other nearly identical actions filed against other companies. On October 9, 2002, the District Court dismissed the Autoweb Individual Defendants from the case without prejudice. On
December 5, 2006, the Second Circuit vacated a decision by the District Court granting class certification in six of the coordinated cases, which are intended to serve as test, or focus cases. The plaintiffs selected these six
cases, which do not include Autoweb. On April 6, 2007, the Second Circuit denied a petition for rehearing filed by the plaintiffs, but noted that the plaintiffs could ask the District Court to certify more narrow classes than those that were
rejected. On August 14, 2007, the plaintiffs filed amended complaints in the six focus cases. The amended complaints include a number of changes, such as changes to the definition of the purported class of investors and the elimination of the
individual defendants as defendants. The six focus case issuers and the underwriters named as defendants in the focus cases filed motions to dismiss the amended complaints against them on November 14, 2007. On September 27, 2007, the
plaintiffs moved to certify a class in the six focus cases. On March 26, 2008, the District Court dismissed the Securities Act claims of those members of the putative classes in the focus cases who sold their securities for a price in excess of
the initial offering price and those who purchased outside the previously certified class period. With respect to all other claims, the motions to dismiss were denied. We are awaiting a decision from the Court on the class certification motion. Due
to the inherent uncertainties of litigation, Autoweb cannot accurately predict the ultimate outcome of the matter. Autoweb cannot predict whether it will be able to renegotiate a settlement that complies with the Second Circuits mandate. If
Autoweb is found



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liable, it is unable to estimate or predict the potential damages that might be awarded, whether such damages would be greater than its insurance coverage,
or whether such damages would have a material impact on its results of operations, financial condition or cash flows in any future period.

We reviewed the above class action matters and do not believe that it is probable that a loss contingency has occurred; therefore, we have not recorded a liability against these claims in the accompanying financial statements.

In August 2007, AVV, Inc. (now named Autobytel I Corp.) received a letter from a customer claiming indemnification regarding an action brought against
such customer for alleged patent infringement. The customer later made a similar claim against Autobytel. We are in discussions with such customer regarding such claim. We cannot currently predict the outcome of this matter, which, depending on the
outcome, may have a material impact on our results of operations, financial condition or cash flows.

On November 30, 2007, the
Company filed a lawsuit in the United States District Court for the Eastern District of Texas against Insweb Corporation, Leadpoint, Inc., Internet Brands, Inc. and Auto Internet Marketing, Inc. In the lawsuit, the Company asserted infringement of
U.S. Patent No. 6,282,517, entitled Real Time Communication of Purchase Requests, against such parties, and sought damages and a permanent injunction. The Company cannot currently predict the outcome of this matter, which, depending
on the outcome, may have a material impact on its results of operations, financial condition or cash flows.

On March 11, 2008, Insweb
Corporation filed a lawsuit in the United States District Court for the Southern District of California against us, one of our subsidiaries and Dominion Enterprises, the purchaser of the AVV business. In the lawsuit, Insweb asserted
infringement of U.S. Patent No. 6,898,597, entitled Event Log, by marketing and selling the WebControl product of the AVV business and is seeking damages and a permanent injunction. We intend to vigorously defend the
lawsuit. Dominion Enterprises, the purchaser of AVV business, has asserted an indemnity claim against Autobytel under the purchase agreement relating to the sale of the AVV business. We are obligated to indemnify Dominion for this claim subject
to and in accordance with the terms of the purchase agreement. We cannot currently predict the outcome of this matter, which, depending on the outcome, may have a material impact on our results of operations, financial condition or cash flows.

On March 13, 2008, Edmunds Holding Company et. al filed a lawsuit in the United States District Court for the District of Delaware
against us. In the lawsuit, Edmunds is seeking a declaration that its business activities, some of which include generating automotive leads, do not infringe our U.S. Patent No. 6,282,517, entitled Real Time Communication of Purchase
Requests and that such patent is invalid. We intend to vigorously defend the lawsuit. We cannot currently predict the outcome of this matter, which, depending on the outcome, may have a material impact on our results of operations,
financial condition or cash flows.

From time to time, we are involved in other litigation matters arising from the normal course of our
business activities. The actions filed against us and other litigation, even if not meritorious, could result in substantial costs and diversion of resources and management attention, and an adverse outcome in litigation could materially adversely
affect our business, results of operations, financial condition and cash flows.



|Item 1A. | Risk Factors
|-------- | ------------

Except for fiscal years
2003 and 2004, we have had a history of net annual losses. We cannot assure that we will be profitable in the future. If we are unable to achieve profitability in the future and we continue to lose money, our operations will not be financially
viable.

Most of our senior executives do not have long-term experience in the Internet-based vehicle information and shopping
industry. This limited operating history contributes to our difficulty in predicting future operating results.

Except for fiscal years
2003 and 2004, we have had a history of net annual losses. We cannot assure that we will be profitable in the future. We had an accumulated deficit of $193.4 million, and $191.4 million as of March 31, 2008, and December 31, 2007.

Our potential for future profitability must be considered in light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies in emerging and rapidly evolving markets, such as the market for Internet commerce. We believe that to achieve and sustain profitability, we must, among other things:



| |  |  | generate increased vehicle shopper and buyer traffic to our Web sites,
| | - |  | ----------------------------------------------------------------------



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| |  |  | successfully introduce new products and services,
| | - |  | -------------------------------------------------



| |  |  | continue to send new and used vehicle purchase requests to dealers that result in sufficient dealer transactions to justify our fees,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | expand the number of dealers in our networks and enhance the quality of dealers,
| | - |  | --------------------------------------------------------------------------------



| |  |  | sustain and expand our relationships with automotive manufacturers,
| | - |  | -------------------------------------------------------------------



| |  |  | assure continued access to a high volume of leads at acceptable prices from third party sources,
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | respond to competitive developments,
| | - |  | ------------------------------------



| |  |  | maintain a high degree of customer satisfaction,
| | - |  | ------------------------------------------------



| |  |  | provide secure and easy to use Web sites for customers,
| | - |  | -------------------------------------------------------



| |  |  | increase visibility of our brand names,
| | - |  | ---------------------------------------



| |  |  | defend and enforce our intellectual property rights,
| | - |  | ----------------------------------------------------



| |  |  | identify and successfully consummate and integrate acquisitions,
| | - |  | ----------------------------------------------------------------



| |  |  | design and implement effective internal control systems,
| | - |  | --------------------------------------------------------



| |  |  | continue to attract, retain and motivate qualified personnel, and
| | - |  | -----------------------------------------------------------------



| |  |  | continue to upgrade and enhance our technologies to accommodate expanded service offerings and increased consumer traffic.
| | - |  | --------------------------------------------------------------------------------------------------------------------------

We cannot be certain that we will be successful in achieving these goals or that if we are successful in achieving these goals, that we will be
profitable in the future.

If our internal controls and procedures fail, our financial condition, results of operations and cash flow could be
materially adversely affected.

Management is responsible for establishing and maintaining adequate internal control over financial
reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. In making its assessment of the effectiveness of our internal control over financial reporting as of March 31, 2008, management used the criteria described in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). A material weakness is a control deficiency, or combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of
the annual or interim financial statements will not be prevented or detected.

Management determined that we had no material weakness in
our internal control over financial reporting as of March 31, 2008. Our internal controls may not prevent all potential errors and fraud, because any control system, no matter how well designed, can only provide reasonable and not absolute
assurance that the objectives of the control system will be achieved. We have had material weaknesses in our internal control over financial reporting in the past and there is no assurance that we will not have a material weakness in the future
resulting from failure of our internal controls and procedures.

Our ability to report our financial results on a timely and accurate basis
could be adversely affected by a failure in our internal control over financial reporting. If our financial statements are not fairly presented, investors may not have a complete understanding of our operating results and financial condition. If our
financial statements are not timely filed with the SEC, we could be delisted from The NASDAQ Global Market. If either or both of these events occur, it could have a material adverse affect on our ability to operate our business. In addition, a
failure in our internal control over financial reporting could materially and adversely affect our financial condition, results of operations and cash flow.

If we lose our key personnel or are unable to attract, train and retain additional highly qualified sales, marketing, managerial and technical personnel, our business may suffer.

Our future success depends on our ability to identify, hire, train and retain highly qualified sales, marketing, managerial and technical personnel. In
addition, as we introduce new services we may need to hire additional personnel. We may not be able to attract, assimilate or retain such personnel in the future. The inability to attract and retain the necessary managerial, technical, sales and
marketing personnel could have a material adverse effect on our business, results of operations and financial condition.



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Our business and operations are substantially dependent on the performance of our executive officers and
key employees. The loss of the services of one or more of our executive officers or key employees could have a material adverse effect on our business, results of operations and financial condition. We replaced certain of our executive officers
during 2006 and 2007. If we are unable to effectively integrate new executive officers, our business, results of operations and financial condition may be materially adversely affected.

If a more media-centric advertising-driven business model, including the MyRide.com Web site, is not successful, we may not be able to be profitable in the future.

In 2006, we began to implement a series of strategic initiatives, including programs to transition our business toward a more
media-centric advertising-driven business model. Towards that end, we launched the MyRide.com Web site in October 2007 and expect to launch other products and services this year. Demand and market acceptance for newly introduced services and
products over the Internet are subject to uncertainty and we have no assurance that consumers and other automotive participants will accept and use our new products and services. If consumers and other automotive participants fail to accept and use
our new products and services or acceptance is at a lower level than anticipated, our strategy of focusing on a more media-centric advertising-driven business model will not be successful. Accordingly, we cannot assure that we will be profitable in
the future.

If our dealer attrition increases, our dealer networks and revenues derived from these networks may decrease.

The majority of our revenues is derived from fees paid by retail and enterprise dealers participating in our dealer networks. A few agreements account
for substantially all of our enterprise dealers. From time to time, a major dealer group or automotive manufacturer may significantly increase or decrease the number of enterprise dealers participating in our dealer networks or the number of
purchase requests accepted from us. If dealer attrition increases or the number of purchase requests accepted from us decreases and we are unable to add new dealers to mitigate the attrition or decrease in number of accepted requests, our revenues
will decrease. A material factor affecting dealer attrition is our ability to provide dealers with high quality purchase requests at prices acceptable to dealers. High quality purchase requests are those that result in high closing ratios. Closing
ratio is the ratio of the number of vehicles purchased at a dealer generated from purchase requests to the total number of purchase requests sent to that dealer. If the number of dealers in our networks declines or dealers reduce the services they
receive from us, our revenues will decrease and our business, results of operations and financial condition will be materially and adversely affected. In addition, if automotive manufacturers or major dealer groups force us to decrease the fees we
charge for our services, our revenues will decline which could have a material adverse effect on our business, results of operations and financial condition.

Generally, our retail dealer agreements are cancelable by either party upon 30 days notice. Participating retail dealers may terminate their relationship with us for any reason, including an unwillingness to accept
our subscription terms or as a result of joining alternative marketing programs. We cannot assure that retail dealers will not terminate their agreements with us. Our business is dependent upon our ability to attract and retain qualified new and
used vehicle retail dealers, major dealer groups and automotive manufacturers. In order for us to grow or maintain our dealer networks, we need to reduce our dealer attrition. We cannot assure that we will be able to reduce the level of dealer
attrition, and our failure to do so could materially and adversely affect our business, results of operations and financial condition.

We may lose
participating retail dealers because of the reconfiguration or elimination of exclusive dealer territories. We will lose the revenues associated with any reductions in participating retail dealers resulting from such changes.

We are reducing or reconfiguring dealer territories or eliminating exclusive dealer territories currently assigned to some retail dealers. We are taking
such action and may take others in connection with consolidating our corporate brands into one brand under Autobytel Inc. If a retail dealer is unwilling to accept a reduction or reconfiguration of its territory or elimination of its exclusive
territory or other action by us, it may terminate its relationship with us. A retail dealer also could sue to prevent such reduction, reconfiguration or elimination or other action, or collect damages from us. A material decrease in the number of
retail dealers participating in our networks or litigation with retail dealers could have a material adverse effect on our business, results of operations and financial condition.



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We send a substantial amount of individual purchase requests to multiple retail dealers. As a result, we may lose
participating retail dealers and may be subject to pressure on the fees we charge such dealers for such purchase requests. We will lose the revenues associated with any reductions in participating retail dealers or fees.

We send a substantial amount of individual purchase requests to multiple retail dealers to enhance consumer satisfaction and experience. If a retail
dealer perceives such requests as having less value, it may request that fees be reduced or may terminate its relationship with us. A material decrease in the number of retail dealers participating in our networks or the fees such dealers pay us
could have a material adverse effect on our business, results of operations and financial condition.

We rely heavily on our participating dealers to
promote our brand value by providing high quality services to our consumers. If dealers do not provide our consumers high quality services, our brand value will diminish and the number of consumers who use our services may decline causing a decrease
in our revenues.

Promotion of our brand value depends on our ability to provide consumers a high quality experience. If our
dealers do not provide consumers with high quality service, the value of our brands could be damaged and the number of consumers using our services may decrease. We devote significant efforts to train participating retail dealers in practices that
are intended to increase consumer satisfaction. Our inability to train retail dealers effectively, or the failure by participating dealers to adopt recommended practices, respond rapidly and professionally to vehicle inquiries, or sell and lease
vehicles in accordance with our marketing strategies, could result in low consumer satisfaction, damage our brand names and materially and adversely affect our business, results of operations and financial condition.

Competition could reduce our market share and harm our financial performance. Our market is competitive not only because the Internet has minimal barriers to
entry, but also because we compete directly with other companies in the offline environment.

Our vehicle marketing services
compete against a variety of Internet and traditional vehicle purchasing services, automotive brokers and classified advertisement providers. Therefore, we are affected by the competitive factors faced by both Internet commerce companies as well as
traditional, offline companies within the automotive and automotive-related industries. The market for Internet-based commercial services is relatively new. Competition continued to intensify in 2007 as key competitors pursued the best quality
consumer leads through strategic relationships, pricing, search marketing programs, and other tactics. Our business is characterized by minimal barriers to entry, and new competitors can launch a competitive service at relatively low cost. To
compete successfully, we must significantly increase awareness of our services and brand names and deliver satisfactory value to our customers. Failure to compete successfully will cause our revenues to decline and would have a material adverse
effect on our business, results of operations and financial condition.

We compete with other entities that maintain similar consumer
and/or business to business Web sites including AutoNations AutoUSA, Microsoft Corporations MSN Autos, CarsDirect.com, Cars.com, eBayMotors.com, Dealix.com, and AutoTrader.com. We also compete to a degree with vehicle dealers. Such
competitors, including vehicle dealers, may already maintain or may introduce Web sites which compete with ours. We also compete indirectly against vehicle brokerage firms and affinity programs offered by several companies, including Costco
Wholesale Corporation and Wal-Mart Stores, Inc. In addition, all major automotive manufacturers have their own Web sites and many have launched online buying services, such as General Motors Corporation and Ford Motor Company in its partnership with
its dealers through FordDirect.com. On advertising, we compete with offerings from, among others, the major portals (e.g., Yahoo!, MSN, AOL), transaction based sites (e.g., Ebay Motors, Cars.com, Autotrader), automotive verticals (e.g., KBB,
Edmunds) and numerous lifestyle sites (e.g., HIN City).

We believe that the principal competitive factors in the online market are:



| |  |  | brand recognition,
| | - |  | ------------------



| |  |  | dealer return on investment,
| | - |  | ----------------------------



| |  |  | lead quality,
| | - |  | -------------



| |  |  | prices of products and services,
| | - |  | --------------------------------



| |  |  | speed and quality of fulfillment,
| | - |  | ---------------------------------



| |  |  | strength of intellectual property,
| | - |  | ----------------------------------



| |  |  | field sales and customer support,
| | - |  | ---------------------------------



| |  |  | dealer territorial coverage,
| | - |  | ----------------------------



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| |  |  | relationships with automotive manufacturers,
| | - |  | --------------------------------------------



| |  |  | variety of integrated products and services,
| | - |  | --------------------------------------------



| |  |  | consumer experience and ease of use,
| | - |  | ------------------------------------



| |  |  | customer satisfaction,
| | - |  | ----------------------



| |  |  | quality of Web site content,
| | - |  | ----------------------------



| |  |  | quality of service, and
| | - |  | -----------------------



| |  |  | technical expertise.
| | - |  | --------------------

We cannot
assure that we can compete successfully against current or future competitors, many of which have substantially more technical and financial resources as well as existing brand recognition. In addition, competitive pressures may result in increased
marketing costs, decreased Web site traffic or loss of market share or otherwise may materially and adversely affect our business, results of operations and financial condition.

Our quarterly financial results are subject to significant fluctuations which may make it difficult for investors to predict our future performance.

Our quarterly operating results have fluctuated in the past and may fluctuate in the future due to many factors. Our expense levels are based in part on
our expectations of future revenues which may vary significantly. If revenues do not increase faster than expenses, our business, results of operations and financial condition will be materially and adversely affected. Other factors that may
adversely affect our quarterly operating results include:



| |  |  | our ability to retain existing dealers, attract new dealers and maintain dealer and customer satisfaction,
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the announcement or introduction of new or enhanced sites such as MyRide.com, services and products by us or our competitors,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | general economic conditions and economic conditions specific to the Internet, online commerce or the automotive industry,
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | a decline in the usage levels of online services and consumer acceptance of the Internet and commercial online services for the purchase of consumer products and
services such as those marketed or advertised by us,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to upgrade and develop our systems and infrastructure and to attract new personnel in a timely and effective manner,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | the level of traffic on our Web sites and other sites that refer traffic to our Web sites,
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | technical difficulties, system downtime, Internet brownouts or electricity blackouts,
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | costs of ongoing litigation and any adverse judgments resulting from such litigation,
| | - |  | -------------------------------------------------------------------------------------



| |  |  | costs of defending and enforcing our intellectual property rights,
| | - |  | ------------------------------------------------------------------



| |  |  | governmental regulation, and
| | - |  | ----------------------------



| |  |  | unforeseen events affecting the industry.
| | - |  | -----------------------------------------

Seasonality is likely to cause fluctuations in our operating results. Investors may not be able to predict our annual operating results based on a quarter to quarter comparison of our operating results.

Traditionally, our purchase request volume fluctuates with automotive industry sales volume that has some measure of seasonality. Typically, volume is
highest in the spring and summer, with lower volume in the fall and winter months. As seasonality occurs, investors may not be able to predict our annual operating results based on a quarter to quarter comparison of our operating results.
Seasonality in the automotive industry, Internet and commercial online service usage and advertising expenditures is likely to cause fluctuations in our operating results and could have a material adverse effect on our business, results of
operations and financial condition.



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Employee pricing and other actions by manufacturers that promote transparent pricing may decrease the perceived
value of our services to consumers and dealers. If the number of consumers and dealers who use our services declines, our revenues will decrease.

In the past, some manufacturers introduced programs allowing all consumers to purchase new vehicles at prices offered to employees. Employee pricing and future actions by manufacturers that promote transparent pricing
may negatively affect the perceived value of our services to consumers and dealers. A decline in the perceived value of our services to consumers and dealers may result in a decline in demand for our services, which could adversely affect our
business, financial condition and results of operations.

We may be particularly affected by general economic conditions due to the nature of the
automotive industry.

The economic strength of the automotive industry significantly impacts the revenues we derive from dealers,
automotive manufacturers and other customers and consumer traffic to our Web sites. The automotive industry is cyclical, with vehicle sales fluctuating due to changes in national and global economic forces. Purchases of vehicles are typically
discretionary for consumers and may be particularly affected by negative trends in the general economy. The success of our operations depends to a significant extent upon a number of factors relating to discretionary consumer spending, including
economic conditions (and perceptions of such conditions by consumers) affecting disposable consumer income (such as employment, wages and salaries, business conditions, energy prices and interest rates in regional and local markets). Because the
purchase of a vehicle is a significant investment and is relatively discretionary, any reduction in disposable income in general or a general increase in interest rates, energy prices or a general tightening of lending may affect us more
significantly than companies in other industries. Given the economic outlook for 2008, we expect total new vehicle sales to decrease from 2007 levels. In addition, if any of our larger customers were to become insolvent because of economic
conditions in the automotive industry, our business, results of operations, cash flow and financial condition may be materially and adversely affected.

At some point in the future, manufacturers may decrease current levels of incentive spending on new vehicles, which has served to drive sales volume in the past. Such a reduction in incentives could lead to a decline
in demand for new vehicles. A decline in vehicle purchases may result in a decline in demand for our services which could adversely affect our business, financial condition, cash flow and results of operations.

Threatened terrorist acts and the ongoing military action have created uncertainties in the automotive industry and domestic and international economies
in general. These events may have an adverse impact on general economic conditions, which may reduce demand for vehicles and consequently our services and products which could have an adverse effect on our business, financial condition and results
of operations. At this time, however, we are not able to predict the nature, extent and duration of these effects on overall economic conditions on our business, financial condition, cash flow and results of operations.

We cannot assure that our business will not be materially adversely affected as a result of an industry or general economic downturn.

If any of our relationships with Internet search engines or online automotive information providers terminates, our purchase request volume or quality could
decline. If our purchase request volume or quality declines, our participating dealers may not be satisfied with our services and may terminate their relationships with us or force us to decrease the fees we charge for our services. If this occurs,
our revenues would decrease.

We depend on a number of strategic relationships to direct a substantial amount of purchase requests
and traffic to us or our Web sites. The termination of any of these relationships or any significant reduction in traffic to Web sites on which our services are advertised or offered, or the failure to develop additional referral sources, could
cause our purchase request volume or quality to decline. If this occurs, dealers may no longer be satisfied with our services and may terminate their relationships with us or force us to decrease the fees we charge for our services. If dealers
terminate their relationships with us or force us to decrease the fees we charge for our services, our revenues will decline which could have a material adverse effect on our business, results of operations and financial condition. We receive a
significant number of purchase requests through a limited number of Internet search engines, online automotive information providers, and other auto related Internet sites. We periodically negotiate revisions to existing agreements and these
revisions could increase our costs in future periods. A number of our agreements with online service providers may be terminated without cause. We may not be able to maintain our relationship with our online service providers or find alternative,
comparable marketing sponsorships and alliances capable of originating significant numbers of purchase requests on terms satisfactory to us. If we cannot maintain or replace our relationships with online service providers, our revenues may decline
which could have a material adverse effect on our business, results of operations, cash flow and financial condition.



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If any of our advertising relationships with manufacturers terminates or declines or our advertising rates decline,
our revenues would decrease.

We depend on a number of manufacturer relationships for substantially all of our advertising
revenues. Automotive manufacturers increasingly make advertising decisions based on certain performance criteria. Due to acquiring advertising impressions from low quality third party sources that we no longer use, our 2007 performance as measured
by such advertisers was lower than desired. As a result, we are experiencing a decline in advertising rates charged to such manufacturers for advertising and may experience lower demand for advertising from such manufacturers or termination of our
advertising relationships with them. The termination of any of these relationships or decline in the level of advertising with us or reduction in advertising rates or any significant failure to develop additional sources of advertising would cause
our revenues to decline which could have a material adverse effect on our business, results of operations and financial condition. We periodically negotiate revisions to existing agreements and these revisions could decrease our advertising revenues
in future periods. A number of our agreements with such manufacturers may be terminated without cause. We may not be able to maintain our relationship with such manufacturers on favorable terms or find alternative comparable relationships capable of
replacing advertising revenues on terms satisfactory to us. If we cannot do so, our revenues would decline which could have a material adverse effect on our business, results of operations, cash flow and financial condition.

If we cannot build and maintain strong brand loyalty, our business may suffer.

We believe that the importance of brand recognition will increase as more companies engage in commerce over the Internet. Development and awareness of
the MyRide.com, Autobytel.com, Autoweb.com, Car.com, CarSmart.com and other brands will depend largely on our ability to obtain a leadership position in Internet commerce. If dealers and manufacturers do not perceive us as an effective channel for
increasing vehicle sales, or consumers do not perceive us as offering reliable information concerning new and used vehicles, as well as referrals to high quality dealers, in a user-friendly manner that reduces the time spent for vehicle purchases
and services, we will be unsuccessful in promoting and maintaining our brands. Our brands may not be able to gain widespread acceptance among consumers or dealers. Our failure to develop our brands sufficiently would have a material adverse effect
on our business, results of operations, cash flow and financial condition.

We are a relatively new business in an emerging industry and need to
manage the introduction of new products and services in order to avoid increased expenses without corresponding revenues.

We have
been introducing new services to consumers and dealers in order to establish ourselves as a leader in the evolving market for automotive marketing services. Introducing new or enhanced products and services, such as MyRide.com, requires us to
increase expenditures before we generate revenues. For example, we may need to hire personnel to oversee the introduction of new services before we generate revenues from these services. Our inability to generate satisfactory revenues from such
expanded services to offset costs could have a material adverse effect on our business, results of operations, cash flow and financial condition.

We must also:



| |  |  | test, introduce and develop new services and products, including enhancing our Web sites,
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | expand the breadth of products and services offered,
| | - |  | ----------------------------------------------------



| |  |  | expand our market presence through relationships with third parties, and
| | - |  | ------------------------------------------------------------------------



| |  |  | acquire new or complementary businesses, products or technologies.
| | - |  | ------------------------------------------------------------------

We cannot assure that we can successfully achieve these objectives.

If federal or state franchise laws or state
automotive dealer and/or broker laws apply to us we may be required to modify or eliminate our marketing programs. If we are unable to market our services in the manner we currently do, our revenues may decrease and our business may suffer.

We believe that neither our relationship with our dealers nor our dealer subscription agreements constitute franchises under
federal or state franchise laws. A federal court of appeals in Michigan has ruled that our dealer subscription agreement was not a franchise under Michigan law. However, if any states regulatory requirements relating to franchises
or our method of business impose additional requirements on us or include us within an industry-specific regulatory scheme, we may be required to modify our marketing programs in such state in a manner which undermines the programs
attractiveness



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to consumers or dealers. If our relationship or written agreement with our dealers were found to be a franchise under federal or state franchise
laws, we could be subject to other regulations, such as franchise disclosure and registration requirements and limitations on our ability to effect changes in our relationships with our dealers, which may negatively impact our ability to compete and
cause our revenues to decrease and our business to suffer. If we become subject to fines or other penalties or if we determine that the franchise and related requirements are overly burdensome, we may elect to terminate operations in such state. In
each case, our revenues may decline and our business, results of operations and financial condition could be materially and adversely affected.

We also believe that our dealer marketing service generally does not qualify as an automobile brokerage activity and, therefore, state motor vehicle dealer or broker licensing requirements generally do not apply to us. In response to Texas
Department of Transportation concerns, we modified our marketing program in that state to make our program open to all dealers who wish to apply. In addition, we modified the program to include a pricing model under which all participating dealers,
regardless of brand, in a given zip code in Texas are charged uniform fees for referral of purchase requests. If other states regulatory requirements relating to motor vehicle dealers or brokers are deemed applicable to us, we may become
subject to fines, penalties or other requirements and may be required to modify our marketing programs in such states in a manner that undermines the attractiveness of the program to consumers or dealers. If we determine that the licensing or other
requirements, in a given state are overly burdensome, we may elect to terminate operations in such state. In each case, our revenues may decline and our business, results of operations and financial condition could be materially and adversely
affected.

If financial broker and insurance licensing requirements apply to us in states where we are not currently licensed, we will be required to
obtain additional licenses and our business may suffer.

If we are required to be licensed as a financial broker, it may result in
an expensive and time-consuming process that could divert the effort of management away from day-to-day operations. In the event states require us to be licensed and we are unable to do so, or are otherwise unable to comply with regulations required
by changes in current operations or the introduction of new services, we could be subject to fines or other penalties or be compelled to discontinue operations in such states, and our business, results of operations and financial condition could be
materially and adversely affected.

We provide links on our Web sites so consumers can receive quotes for insurance coverage from third
parties and submit quote applications online through such parties Web sites. We receive fees from such participants in connection with this advertising activity. We do not believe that such activities require us to be licensed under state
insurance laws. The use of the Internet in the marketing of insurance products, however, is a relatively new practice. It is not clear whether or to what extent state insurance licensing laws apply to activities similar to ours.

If we are unable to be licensed to comply with additional regulations, or are otherwise unable to comply with regulations required by changes in current
operations or the introduction of new services, we could be subject to fines or other penalties or be compelled to discontinue operations in such states, and our business, results of operations and financial condition could be materially and
adversely affected.

There are many risks associated with consummated and potential acquisitions.

We may evaluate potential acquisitions which we believe will complement or enhance our existing business. If we acquire other companies in the future, it
may dilute the value of existing stockholders ownership. The impact of dilution may restrict our ability or otherwise not allow us to consummate acquisitions. Issuance of equity securities may restrict utilization of net operating loss carry
forwards because of an annual limitation due to ownership change limitations under the Internal Revenue Code. We may also incur debt and losses related to the impairment of goodwill and acquired intangible assets if we acquire another company or
business, and this could negatively impact our results of operations. We currently do not have any definitive agreements to acquire any company or business, and we may not be able to identify or complete any acquisition in the future.

Acquisitions involve numerous risks. For example:



| |  |  | It may be difficult to assimilate the operations and personnel of an acquired business into our own business,
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Management information and accounting systems of an acquired business must be integrated into our current systems,
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | We may lose dealers participating in both our network as well as that of the acquired business, if any,
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Our management must devote its attention to assimilating the acquired business which diverts attention from other business concerns,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | We may enter markets in which we have limited prior experience, and
| | - |  | -------------------------------------------------------------------



| |  |  | We may lose key employees of an acquired business.
| | - |  | --------------------------------------------------

Changes in government regulations of Internet commerce may result in increased costs that may reduce our future earnings.

Because our business is dependent on the Internet, the adoption of new local, state or national laws or regulations may decrease the growth of Internet usage or the acceptance of Internet commerce which could, in turn, decrease the demand
for our services and increase our costs or otherwise have a material adverse effect on our business, results of operations and financial condition.

Tax authorities in a number of states are currently reviewing the appropriate tax treatment of companies engaged in Internet commerce. New state tax regulations may subject us to additional state sales, use and income taxes.

Evolving government regulations may require future licensing which could increase administrative costs or adversely affect our revenues.

In a regulatory climate that is uncertain, our operations may be subject to direct and indirect adoption, expansion or reinterpretation of various laws
and regulations. Compliance with these future laws and regulations may require us to obtain appropriate licenses at an undeterminable and possibly significant initial monetary and annual expense. These additional monetary expenditures may increase
future overhead, thereby potentially reducing our future results of operations.

We have identified what we believe are the areas of
domestic government regulation, which if changed, would be costly to us. These laws and regulations include franchise laws, motor vehicle brokerage licensing laws, motor vehicle dealer licensing laws, insurance licensing laws, financial services
laws and data security and privacy laws, which are or may be applicable to aspects of our business. There could be laws and regulations applicable to our business which we have not identified or which, if changed, may be costly to us.

Our success is dependent on keeping pace with advances in technology. If we are unable to keep pace with advances in technology, consumers may stop using our
services and our revenues will decrease. If we are required to invest substantial amounts in technology, our results of operations will suffer.

The Internet and electronic commerce markets are characterized by rapid technological change, changes in user and customer requirements, frequent new service and product introductions embodying new technologies and
the emergence of new industry standards and practices that could render our existing Web sites and technology obsolete. These market characteristics are exacerbated by the emerging nature of the market and the fact that many companies are expected
to introduce new Internet products and services in the near future. If we are unable to adapt to changing technologies, our business, results of operations and financial condition could be materially and adversely affected. Our performance will
depend, in part, on our ability to continue to enhance our existing services, develop new technology that addresses the increasingly sophisticated and varied needs of our prospective customers, license leading technologies and respond to
technological advances and emerging industry standards and practices on a timely and cost-effective basis. The development of our Web sites and other proprietary technology entails significant technical and business risks. We may not be successful
in using new technologies effectively or adapting our Web sites, or other proprietary technology to customer requirements or to emerging industry standards. In addition, if we are required to invest substantial amounts in technology in order to keep
pace with technological advances, our results of operations will suffer.

We are vulnerable to electricity and communications system interruptions.
The majority of our primary servers are located in a few locations. If electricity or communications to such locations or to our headquarters were interrupted, our operations would be adversely affected.

Our production Web sites and certain systems, including MyRide.com, Autobytel.com, Autoweb.com, CarSmart.com, AutoSite.com, Car.com and Finance.Car.com,
are currently hosted at secure third-party hosting facilities.

Although backup servers are available, our primary servers are vulnerable
to interruption by damage from fire, earthquake, flood, power loss, telecommunications failure, break-ins and other events beyond our control. In the event that we experience significant system disruptions, our business, results of operations and
financial condition would be materially and adversely affected. We have, from time to time, experienced periodic systems interruptions and anticipate that such interruptions will occur in the future.



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Our main production systems and our accounting, finance and contract management systems are hosted in
secure facilities with generators and other alternate power supplies in case of a power outage. However, our corporate offices, where we have the users and additional applications for our accounting, finance and contract management systems, are
vulnerable to wide-scale power outages. To date, we have not been significantly affected by blackouts or other interruptions in service. In the event we are affected by interruptions in service, our business, results of operations and financial
condition could be materially and adversely affected.

We maintain business interruption insurance which pays up to $9.0 million for the
actual loss of business income sustained due to the suspension of operations as a result of direct physical loss of or damage to property at our offices. However, in the event of a prolonged interruption, this business interruption insurance may not
be sufficient to fully compensate us for the resulting losses.

Internet-related issues may reduce or slow the growth in the use of our services in
the future.

Critical issues concerning the commercial use of the Internet, such as ease of access, security, privacy, reliability,
cost, and quality of service may impact the growth of Internet use. If periods of decreased performance, outages or delays on the Internet occur frequently or other critical issues concerning the Internet are not resolved, overall Internet usage or
usage of our Web sites could increase more slowly or decline, which would cause our business, results of operations and financial condition to be materially and adversely affected.

The public market for our common stock may be volatile, especially since market prices for Internet-related and technology stocks have often been unrelated to operating performance.

Prior to the initial public offering of our common stock in March 1999, there was no public market for our common stock. We cannot assure that an active
trading market will be sustained or that the market price of the common stock will not decline. The stock market in general and the shares of emerging companies in particular have experienced significant price fluctuations. The market price of our
common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as:



| |  |  | actual or anticipated variations in our quarterly operating results,
| | - |  | --------------------------------------------------------------------



| |  |  | historical and anticipated operating metrics such as the number of participating dealers, the visitors to our Web sites and the frequency with which they transact,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | announcements of new product or service offerings,
| | - |  | --------------------------------------------------



| |  |  | technological innovations,
| | - |  | --------------------------



| |  |  | competitive developments, including actions by automotive manufacturers,
| | - |  | ------------------------------------------------------------------------



| |  |  | changes in financial estimates by securities analysts or our failure to meet such estimates,
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | conditions and trends in the Internet, electronic commerce and automotive industries,
| | - |  | -------------------------------------------------------------------------------------



| |  |  | our ability to comply with the conditions to continued listing of our stock on The NASDAQ Global Market,
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | adoption of new accounting standards affecting the technology or automotive industry, and
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | general market conditions and other factors.
| | - |  | --------------------------------------------

Further, the stock markets, and in particular The NASDAQ Global Market, have experienced price and volume fluctuations that have particularly affected the market prices of equity securities of many technology companies and have often been
unrelated or disproportionate to the operating performance of such companies. These broad market factors have affected and may adversely affect the market price of our common stock. Declines in the Companys stock price may also result in
impairment of the Companys goodwill, which could have a material impact on the Companys financial condition and results of operation. In addition, general economic, political and market conditions, such as recessions, interest rates,
energy prices, international currency fluctuations, terrorist acts, military actions or wars, may adversely affect the market price of the common stock. In the past, following periods of volatility in the market price of a companys securities,
securities class action litigation has often been instituted against companies with publicly traded securities. Such litigation could result in substantial costs and a diversion of managements attention and resources, which would have a
material adverse effect on our business, results of operations and financial condition.

Changing legislation affecting the automotive industry could
require increased regulatory and lobbying costs and may harm our business.

Our services may result in changing the way vehicles
are marketed and sold which may be viewed as threatening by new and used vehicle dealers who do not subscribe to our programs. Such businesses are often represented by influential



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lobbying organizations, and such organizations or other persons may propose legislation which could impact the evolving marketing and distribution model
which our services promote. Should current laws be changed or new laws passed, our business, results of operations and financial condition could be materially and adversely affected. As we introduce new services, we may need to comply with
additional licensing regulations and regulatory requirements.

To date, we have not spent significant resources on lobbying or related
government affairs issues but we may need to do so in the future. A significant increase in the amount we spend on lobbying or related activities would have a material adverse effect on our results of operations and financial condition.

Our computer infrastructure may be vulnerable to security breaches. Any such problems could jeopardize confidential information transmitted over the Internet,
cause interruptions in our operations or cause us to have liability to third persons.

Our computer infrastructure is potentially
vulnerable to physical or electronic computer break-ins, viruses and similar disruptive problems and security breaches. Any such problems or security breaches could cause us to have liability to one or more third parties and disrupt all or part of
our operations. A party able to circumvent our security measures could misappropriate proprietary information, customer information or consumer information, jeopardize the confidential nature of information transmitted over the Internet or cause
interruptions in our operations. Concerns over the security of Internet transactions and the privacy of users could also inhibit the growth of the Internet in general, particularly as a means of conducting commercial transactions. To the extent that
our activities or those of third-party contractors involve the storage and transmission of proprietary information such as personal financial information, security breaches could expose us to a risk of financial loss, litigation and other
liabilities. Our current insurance program may protect us against some, but not all, of such losses. Any of these events could have a material adverse effect on our business, results of operations and financial condition.

We depend on continued technological improvements in our systems and in the Internet overall. If we are unable to handle an unexpectedly large increase in volume
of consumers using our Web sites, we cannot assure our consumers or dealers that purchase requests will be efficiently processed and our business may suffer.

If the Internet continues to experience significant growth in the number of users and the level of use, then the Internet infrastructure may not be able to continue to support the demands placed on it by such
potential growth.

An unexpectedly large increase in the volume or pace of traffic on our Web sites or the number of orders placed by
customers may require us to expand and further upgrade our technology, transaction-processing systems and network infrastructure. We may not be able to accurately project the rate or timing of increases, if any, in the use of our Web sites or expand
and upgrade our systems and infrastructure to accommodate such increases. In addition, we cannot assure that our dealers will efficiently process purchase requests.

Any of such failures regarding the Internet in general or our Web sites, technology systems and infrastructure in particular, or with respect to our dealers, would have a material and adverse affect on our business,
results of operations and financial condition.

Misappropriation or infringement of our intellectual property and proprietary rights could impair our
competitive position. Enforcement actions to protect our intellectual property could materially and adversely affect our business, results of operations and financial condition.

Our ability to compete depends upon our proprietary systems and technology. While we rely on trademark, trade secret, patent and copyright law,
confidentiality agreements and technical measures to protect our proprietary rights, we believe that the technical and creative skills of our personnel, continued development of our proprietary systems and technology, brand name recognition and
reliable Web site maintenance are more essential in establishing and maintaining a leadership position and strengthening our brands. As part of our confidentiality procedures, we generally enter into confidentiality agreements with our employees and
consultants and limit access to our trade secrets and technology. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our services or to obtain and use information that we regard as proprietary.
Policing unauthorized use of our proprietary rights is difficult. We cannot assure that the steps taken by us will prevent misappropriation of technology or that the agreements entered into for that purpose will be enforceable. Effective trademark,
service mark, patent, copyright and trade secret protection may not be available where our products and services are made available online. In addition, litigation may be necessary to enforce or protect our intellectual property rights or to defend
against claims of infringement or invalidity. We recently filed a lawsuit against multiple defendants to protect one of our patents, and are defendants in two other patent litigation matters, one of which is a declaratory judgment action regarding
one of our patents. Future litigation, even if successful, could result in substantial costs and diversion of



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resources and management attention and could materially adversely affect our business, results of operations and financial condition. Misappropriation of our
intellectual property or potential litigation could also have a material adverse effect on our business, results of operations and financial condition.

We face risk of claims from third parties relating to intellectual property. In addition, we may incur liability for retrieving and transmitting information over the Internet. Such claims and liabilities could harm our business.

As part of our business, we make Internet services and content available to our customers. This creates the potential for claims
to be made against us, either directly or through contractual indemnification provisions with third parties. We are involved in one such matter which is described in Item 3. Legal Proceedings herein. We could face liability for
information retrieved from or transmitted over the Internet and liability for products sold over the Internet. We could be exposed to liability with respect to third-party information that may be accessible through our Web sites, links or car review
services. Such claims might, for example, be made for defamation, negligence, patent, copyright or trademark infringement, personal injury, breach of contract, unfair competition, false advertising, invasion of privacy or other legal theories based
on the nature, content or copying of these materials. Such claims might assert, among other things that, by directly or indirectly providing links to Web sites operated by third parties we should be liable for copyright or trademark infringement or
other wrongful actions by such third parties through such Web sites. It is also possible that, if any third-party content provided on our Web sites contains errors, consumers could make claims against us for losses incurred in reliance on such
information. Any claims could result in costly litigation, divert managements attention and resources, cause delays in releasing new or upgrading existing services or require us to enter into royalty or licensing agreements.

We also enter into agreements with other companies under which any revenue that results from the purchase or use of services through direct links to or
from our Web sites or on our Web sites is shared. Such arrangements may expose us to additional legal risks and uncertainties, including disputes with such parties regarding revenue sharing, local, state and federal government regulation and
potential liabilities to consumers of these services, even if we do not provide the services ourselves. We cannot assure that any indemnification provided to us in our agreements with these parties, if available, will be adequate.

Even to the extent such claims do not result in liability to us, we could incur significant costs in investigating and defending against such claims. The
imposition upon us of potential liability for information carried on or disseminated through our system could require us to implement measures to reduce our exposure to such liability, which might require the expenditure of substantial resources or
limit the attractiveness of our services to consumers, dealers and others.

Litigation regarding intellectual property rights is common in
the Internet and software industries. We expect that Internet technologies and software products and services may be increasingly subject to third-party infringement claims as the number of competitors in our industry segment grows and the
functionality of products in different industry segments overlaps. We are involved in patent litigation, both as plaintiff and defendant, which are described in Item 3. Legal Proceedings herein. There can be no assurance that our
services do not infringe on the intellectual property rights of third parties.

From time to time, plaintiffs have brought these types of
claims and sometimes successfully litigated them against online services. Our liability insurance may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for all liability that may be imposed. Any
imposition of liability that is not covered by insurance or is in excess of our insurance coverage could have a material adverse effect on our business, results of operations and financial condition.

We could be adversely affected by litigation. If we were subject to a significant adverse litigation outcome, our financial condition could be materially adversely
affected.

We are a defendant in certain proceedings or are involved in legal matters which are described in Item 3.
Legal Proceedings herein.

From time to time, we are involved in other litigation or other legal matters arising from the normal
course of our business activities. The actions filed against us and other litigation or legal matters, even if not meritorious, could result in substantial costs and diversion of resources and management attention and an adverse outcome in
litigation could materially adversely affect our business, results of operations and financial condition.



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We are uncertain of our ability to obtain additional financing for our future capital needs. If we are unable to
obtain additional financing we may not be able to continue to operate our business.

We currently anticipate that our cash and cash
equivalents and short-term investments will be sufficient to meet our anticipated needs for working capital and other cash requirements at least for the next 12 months. We may need to raise additional funds sooner, however, in order to develop new
or enhance existing services or products or to respond to competitive pressures. There can be no assurance that additional financing will be available on terms favorable to us, or at all. If adequate funds are not available or are not available on
acceptable terms, our ability to develop or enhance services or products or respond to competitive pressures would be significantly limited. In addition, our ability to continue to operate our business may also be materially adversely affected in
the event additional financing is not available when required. Such limitation could have a material adverse effect on our business, results of operations, financial condition and prospects.

Our certificate of incorporation and bylaws, stockholder rights plan and Delaware law contain provisions that could discourage a third party from acquiring us or
limit the price third parties are willing to pay for our stock.

Provisions of our amended and restated certificate of
incorporation and bylaws relating to our corporate governance and provisions in our stockholder rights plan could make it difficult for a third party to acquire us, and could discourage a third party from attempting to acquire control of us. These
provisions allow us to issue preferred stock with rights senior to those of the common stock without any further vote or action by the stockholders. These provisions provide that the board of directors is divided into three classes, which may have
the effect of delaying or preventing changes in control or change in our management because less than a majority of the board of directors are up for election at each annual meeting. In addition, these provisions impose various procedural and other
requirements which could make it more difficult for stockholders to effect corporate actions such as a merger, asset sale or other change of control of us. Under the stockholder rights plan, if a person or group acquires 15% or more of our common
stock, all rights holders, except the acquirer, will be entitled to acquire at the then exercise price of a right that number of shares of our common stock which, at the time, has a market value of two times the exercise price of the right. In
addition, under certain circumstances, all right holders, other than the acquirer, will be entitled to receive at the then exercise price of a right that number of shares of common stock of the acquiring company which, at the time, has a market
value of two times the exercise price of the right. The initial exercise price of a right is $65. Such charter and rights provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock
and may have the effect of delaying or preventing a change in control. The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the
rights and powers, including voting rights, of the holders of the common stock.

We are also subject to the anti-takeover provisions of
Section 203 of the Delaware General Corporation Law. In general, the statute prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three
years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203, a business combination includes a merger,
asset sale or other transaction resulting in a financial benefit to the interested stockholder, and an interested stockholder is a person who, together with affiliates and associates, owns or did own 15% or more of the corporations
voting stock.



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|Item 6. | Exhibits
|------- | --------



|     |  |                                                                                                                                                                                                                                             
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Asset Purchase Agreement, dated as of January 23, 2008, between the Company, AVV, Inc. and Dominion Enterprises is incorporated herein by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed with the SEC on January 29, 2008.
|     | 
|31.1 |  | Chief Executive Officer Section 302 Certification of Periodic Report, dated May 8, 2008.                                                                                                                                                    
|     | 
|31.2 |  | Chief Financial Officer Section 302 Certification of Periodic Report, dated May 8, 2008.                                                                                                                                                    
|     | 
|32.1 |  | Chief Executive Officer and Chief Financial Officer Section 906 Certification of Periodic Report, dated May 8, 2008.                                                                                                                        



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                  |  |  |  |                |  |                         |  |                                                          
|----------------- |  |  |  | -------------- |  | ----------------------- |  | ---------------------------------------------------------
|                  |  |  |  | AUTOBYTEL INC.
|                  |  |  | 
|                  |  |  |  | By:            |  | /s/ Monty A. Houdeshell
|                  |  |  |  |                |  |                         |  | Monty A. Houdeshell                                      
|                  |  |  |  |                |  |                         |  | Executive Vice President and Chief Financial Officer     
|                  |  |  |  |                |  |                         |  | (Duly Authorized Officer and Principal Financial Officer)
|                  |  |  | 
|Date: May 8, 2008 |  |  |  |                |  |                        
|                  |  |  | 
|                  |  |  |  | By:            |  | /s/ Curtis DeWalt      
|                  |  |  |  |                |  |                         |  | Curtis DeWalt                                            
|                  |  |  |  |                |  |                         |  | Vice President and Controller                            
|                  |  |  |  |                |  |                         |  | (Principal Accounting Officer)                           



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EXHIBIT INDEX



|     |  |                                                                                                                                                                                                                                             
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Asset Purchase Agreement, dated as of January 23, 2008, between the Company, AVV, Inc. and Dominion Enterprises is incorporated herein by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed with the SEC on January 29, 2008.
|     | 
|31.1 |  | Chief Executive Officer Section 302 Certification of Periodic Report, dated May 8, 2008.                                                                                                                                                    
|     | 
|31.2 |  | Chief Financial Officer Section 302 Certification of Periodic Report, dated May 8, 2008.                                                                                                                                                    
|     | 
|32.1 |  | Chief Executive Officer and Chief Financial Officer Section 906 Certification of Periodic Report, dated May 8, 2008.                                                                                                                        



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