##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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

For the quarterly period ended September 30, 2007

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



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Autobytel Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|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)



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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, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer ̈Accelerated filer  x                    Non-accelerated filer ̈

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 October 31, 2007, there were 43,788,633, shares of the Registrants Common Stock outstanding.



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##### Table of Contents

INDEX



|                              |  |                                                                                                                        |  |     
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                        |  | Page
|PART I. FINANCIAL INFORMATION
|                              |  |                                                                                                                       
|ITEM 1.                       |  | Condensed Consolidated Financial Statements (unaudited):                                                               |  | 3   
|                              |  |                                                                                                                       
|                              |  | Condensed Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006                                   |  | 3   
|                              |  |                                                                                                                       
|                              |  | Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2007 and 2006 |  | 4   
|                              |  |                                                                                                                       
|                              |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006                  |  | 5   
|                              |  |                                                                                                                       
|                              |  | Notes to Condensed Consolidated Financial Statements                                                                   |  | 7   
|                              |  |                                                                                                                       
|ITEM 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                  |  | 20  
|                              |  |                                                                                                                       
|ITEM 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                             |  | 32  
|                              |  |                                                                                                                       
|ITEM 4.                       |  | Controls and Procedures                                                                                                |  | 32  
|                             
|PART II. OTHER INFORMATION   
|                              |  |                                                                                                                       
|ITEM 1.                       |  | Legal Proceedings                                                                                                      |  | 33  
|                              |  |                                                                                                                       
|ITEM 1A.                      |  | Risk Factors                                                                                                           |  | 35  
|                              |  |                                                                                                                       
|ITEM 6.                       |  | Exhibits                                                                                                               |  | 47  
|                              | 
|Signatures                    |  | 48                                                                                                                    



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



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

AUTOBYTEL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(unaudited)



|                                                                                                                                     |  |                   |          |   |                  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                     |  | September 30,2007 |          |   | December 31,2006 |  
|ASSETS                                                                                                                               |  |                   |          |   |                  |   |          |  
|Current assets:                                                                                                                      |  |                   |          |   |                  |   |          |  
|Domestic cash and cash equivalents                                                                                                   |  | $                 | 28,270   |   |                  | $ | 22,743   |  
|Restricted international cash and cash equivalents                                                                                   |  |                   |         |   |                  |   | 360      |  
|Short-term investments                                                                                                               |  |                   |         |   |                  |   | 3,000    |  
|Accounts receivable, net of allowances for bad debts and customer credits of $674 and $798, respectively                             |  |                   | 14,675   |   |                  |   | 17,250   |  
|Prepaid expenses and other current assets                                                                                            |  |                   | 4,661    |   |                  |   | 1,819    |  
|Current assets held for sale                                                                                                         |  |                   |         |   |                  |   | 2        |  
|                                                                                                                                     |  |                   |          |   |                  |   |          |  
|Total current assets                                                                                                                 |  |                   | 47,606   |   |                  |   | 45,174   |  
|Property and equipment, net                                                                                                          |  |                   | 11,909   |   |                  |   | 7,954    |  
|Goodwill                                                                                                                             |  |                   | 67,738   |   |                  |   | 70,697   |  
|Intangible assets, net                                                                                                               |  |                   | 345      |   |                  |   | 674      |  
|Other assets                                                                                                                         |  |                   | 4,920    |   |                  |   | 197      |  
|                                                                                                                                     |  |                   |          |   |                  |   |          |  
|Total assets                                                                                                                         |  | $                 | 132,518  |   |                  | $ | 124,696  |  
|                                                                                                                                     |  |                   |          |   |                  |   |          |  
|LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS EQUITY                                                                              |  |                   |          |   |                  |   |          |  
|                                                                                                                                     |  |                  
|Current liabilities:                                                                                                                 |  |                   |          |   |                  |   |          |  
|Accounts payable                                                                                                                     |  | $                 | 7,190    |   |                  | $ | 9,271    |  
|Accrued expenses                                                                                                                     |  |                   | 6,275    |   |                  |   | 7,607    |  
|Deferred revenues                                                                                                                    |  |                   | 1,659    |   |                  |   | 2,138    |  
|Current liabilities held for sale                                                                                                    |  |                   |         |   |                  |   | 393      |  
|Other current liabilities                                                                                                            |  |                   | 1,534    |   |                  |   | 1,090    |  
|                                                                                                                                     |  |                   |          |   |                  |   |          |  
|Total current liabilities                                                                                                            |  |                   | 16,658   |   |                  |   | 20,499   |  
|Deferred rentnon-current                                                                                                            |  |                   | 223      |   |                  |   | 195      |  
|Deferred revenuesnon-current                                                                                                        |  |                   | 216      |   |                  |   |         |  
|Other liabilitiesnon-current                                                                                                        |  |                   | 8,010    |   |                  |   |         |  
|                                                                                                                                     |  |                   |          |   |                  |   |          |  
|Total liabilities                                                                                                                    |  |                   | 25,107   |   |                  |   | 20,694   |  
|Minority interest                                                                                                                    |  |                   |         |   |                  |   | 184      |  
|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; 43,738,633 and 42,665,840 shares issued and outstanding,
respectively |  |                   | 44       |   |                  |   | 43       |  
|Additional paid-in capital                                                                                                           |  |                   | 295,888  |   |                  |   | 289,862  |  
|Accumulated deficit                                                                                                                  |  |                   | (188,521 | ) |                  |   | (186,087 | )
|                                                                                                                                     |  |                   |          |   |                  |   |          |  
|Total stockholders equity                                                                                                           |  |                   | 107,411  |   |                  |   | 103,818  |  
|                                                                                                                                     |  |                   |          |   |                  |   |          |  
|Total liabilities, minority interest and stockholders equity                                                                        |  | $                 | 132,518  |   |                  | $ | 124,696  |  
|                                                                                                                                     |  |                   |          |   |                  |   |          |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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AUTOBYTEL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)



|                                                                                        |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|--------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------- | -
|                                                                                        |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                                                                        |  | 2007                            |        |   | 2006                           |   |        | 2007 |  |   | 2006   |  
|Revenues                                                                                |  | $                               | 24,763 |   |                                | $ | 23,732 |      |  | $ | 73,838 |   |  | $ | 73,546  |  
|Costs and expenses:                                                                     |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Cost of revenues                                                                        |  |                                 | 14,959 |   |                                |   | 11,715 |      |  |   | 39,311 |   |  |   | 36,767  |  
|Sales and marketing                                                                     |  |                                 | 5,742  |   |                                |   | 5,023  |      |  |   | 17,603 |   |  |   | 17,670  |  
|Product and technology development                                                      |  |                                 | 5,107  |   |                                |   | 5,381  |      |  |   | 15,152 |   |  |   | 14,521  |  
|General and administrative                                                              |  |                                 | 5,839  |   |                                |   | 9,597  |      |  |   | 21,102 |   |  |   | 28,759  |  
|Amortization of intangible assets                                                       |  |                                 | 42     |   |                                |   | 301    |      |  |   | 422    |   |  |   | 921     |  
|Patent litigation settlement                                                            |  |                                 |       |   |                                |   |       |      |  |   | (9,899 | ) |  |   |        |  
|                                                                                        |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Total costs and expenses                                                                |  |                                 | 31,689 |   |                                |   | 32,017 |      |  |   | 83,691 |   |  |   | 98,638  |  
|                                                                                        |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Operating loss                                                                          |  |                                 | (6,926 | ) |                                |   | (8,285 | )    |  |   | (9,853 | ) |  |   | (25,092 | )
|Interest and other income                                                               |  |                                 | 639    |   |                                |   | 457    |      |  |   | 1,595  |   |  |   | 1,400   |  
|Foreign currency exchange gain (loss)                                                   |  |                                 |       |   |                                |   | 4      |      |  |   | (7     | ) |  |   | 9       |  
|                                                                                        |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Loss from continuing operations before provision for income taxes and minority interest |  |                                 | (6,287 | ) |                                |   | (7,824 | )    |  |   | (8,265 | ) |  |   | (23,683 | )
|Provision for income taxes                                                              |  |                                 | (16    | ) |                                |   | (118   | )    |  |   | (23    | ) |  |   | (118    | )
|Minority interest                                                                       |  |                                 |       |   |                                |   | (5     | )    |  |   |       |   |  |   |        |  
|                                                                                        |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Loss from continuing operations                                                         |  |                                 | (6,303 | ) |                                |   | (7,947 | )    |  |   | (8,288 | ) |  |   | (23,801 | )
|Income (loss) from discontinued operations                                              |  |                                 | 24     |   |                                |   | 68     |      |  |   | 5,854  |   |  |   | (409    | )
|                                                                                        |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Net loss                                                                                |  | $                               | (6,279 | ) |                                | $ | (7,879 | )    |  | $ | (2,434 | ) |  | $ | (24,210 | )
|                                                                                        |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Loss per share from continuing operations:                                              |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Basic and diluted                                                                       |  | $                               | (0.14  | ) |                                | $ | (0.19  | )    |  | $ | (0.19  | ) |  | $ | (0.56   | )
|                                                                                        |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Net loss per share:                                                                     |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  
|Basic and diluted                                                                       |  | $                               | (0.14  | ) |                                | $ | (0.19  | )    |  | $ | (0.06  | ) |  | $ | (0.57   | )
|                                                                                        |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |         |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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AUTOBYTEL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(unaudited)



|                                                                                                  |  |                                |        |   |      |   |         |  
|------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ------- | -
|                                                                                                  |  | Nine Months EndedSeptember 30, |       
|                                                                                                  |  | 2007                           |        |   | 2006 |  
|Cash flows from operating activities:                                                             |  |                                |        |   |      |   |         |  
|Net loss                                                                                          |  | $                              | (2,434 | ) |      | $ | (24,210 | )
|Adjustments to reconcile net loss to net cash used in operating activities:                       |  |                                |        |   |      |   |         |  
|Depreciation and amortization                                                                     |  |                                | 2,151  |   |      |   | 1,639   |  
|Amortization of intangible assets                                                                 |  |                                | 465    |   |      |   | 1,150   |  
|Provision for bad debt                                                                            |  |                                | 301    |   |      |   | 139     |  
|Provision for customer credits                                                                    |  |                                | 1,051  |   |      |   | 1,363   |  
|Write-off of capitalized internal use software                                                    |  |                                |       |   |      |   | 264     |  
|Loss on disposal of property and equipment                                                        |  |                                |       |   |      |   | 111     |  
|Gain on sale of AIC                                                                               |  |                                | (2,762 | ) |      |   |        |  
|Gain on sale of RPM business                                                                      |  |                                | (3,072 | ) |      |   |        |  
|Share-based compensation                                                                          |  |                                | 3,758  |   |      |   | 3,860   |  
|Foreign currency exchange loss (gain)                                                             |  |                                | 7      |   |      |   | (9      | )
|Changes in assets and liabilities, net of the effects of dispositions of discontinued operations: |  |                                |        |   |      |   |         |  
|Accounts receivable                                                                               |  |                                | (82    | ) |      |   | (430    | )
|Prepaid expenses and other current assets                                                         |  |                                | (160   | ) |      |   | 354     |  
|Other assets                                                                                      |  |                                | (127   | ) |      |   | 50      |  
|Accounts payable                                                                                  |  |                                | (1,190 | ) |      |   | 2,392   |  
|Accrued expenses                                                                                  |  |                                | (969   | ) |      |   | 335     |  
|Deferred revenues                                                                                 |  |                                | (580   | ) |      |   | (1,556  | )
|Other liabilities                                                                                 |  |                                | 1,391  |   |      |   | (51     | )
|                                                                                                  |  |                                |        |   |      |   |         |  
|Net cash used in operating activities                                                             |  |                                | (2,252 | ) |      |   | (14,599 | )
|                                                                                                  |  |                                |        |   |      |   |         |  
|Cash flows from investing activities:                                                             |  |                                |        |   |      |   |         |  
|Maturities of short-term and long-term investments                                                |  |                                | 3,000  |   |      |   | 9,000   |  
|Purchases of short-term and long-term investments                                                 |  |                                |       |   |      |   | (2,998  | )
|Change in restricted international cash and cash equivalents                                      |  |                                |       |   |      |   | (99     | )
|Distribution of foreign investment                                                                |  |                                | 354    |   |      |   |        |  
|Purchases of property and equipment                                                               |  |                                | (7,317 | ) |      |   | (2,179  | )
|Proceeds from sale of property and equipment                                                      |  |                                | 1      |   |      |   | 12      |  
|Proceeds from sale of AIC                                                                         |  |                                | 2,573  |   |      |   |        |  
|Net proceeds from sale of RPM business                                                            |  |                                | 7,093  |   |      |   |        |  
|                                                                                                  |  |                                |        |   |      |   |         |  
|Net cash provided by investing activities                                                         |  |                                | 5,704  |   |      |   | 3,736   |  
|                                                                                                  |  |                                |        |   |      |   |         |  
|Cash flows from financing activities:                                                             |  |                                |        |   |      |   |         |  
|Distribution to minority interest shareholder                                                     |  |                                | (184   | ) |      |   |        |  
|Proceeds from exercise of stock options and awards issued under the employee stock purchase plan  |  |                                | 2,259  |   |      |   | 1,143   |  
|                                                                                                  |  |                                |        |   |      |   |         |  
|Net cash provided by financing activities                                                         |  |                                | 2,075  |   |      |   | 1,143   |  
|                                                                                                  |  |                                |        |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                              |  |                                | 5,527  |   |      |   | (9,720  | )
|Cash and cash equivalents, beginning of period                                                    |  |                                | 22,743 |   |      |   | 33,353  |  
|                                                                                                  |  |                                |        |   |      |   |         |  
|Cash and cash equivalents, end of period                                                          |  | $                              | 28,270 |   |      | $ | 23,633  |  
|                                                                                                  |  |                                |        |   |      |   |         |  
|Supplemental disclosure of cash flow information:                                                 |  |                                |        |   |      |   |         |  
|Cash paid during the period for income taxes                                                      |  | $                              | 85     |   |      | $ | 318     |  
|                                                                                                  |  |                                |        |   |      |   |         |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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Supplemental disclosure of non-cash activities:



| |  |  | In January 2007, certain prepaid expenses and deferred revenue were sold in conjunction with the sale of certain assets and liabilities of the Companys
Automotive Information Center business (See Note 6).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pursuant to a Stock Purchase Agreement, the Company sold substantially all of the assets and certain liabilities associated with its Retention Performance Marketing
business in June 2007 (See Note 6).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In conjunction with the patent litigation settlement, other receivables of $7.3 million were recorded with the offset to other liabilities and interest and other
income (See Note 7).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these condensed consolidated financial statements.



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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.com®, CarSmart.com®, AutoSite.com®, and CarTV.com®. The Company is among the largest automotive shopping content networks and reaches millions of Internet visitors as they shop for vehicles and make their vehicle buying decisions. The Company
is also a leading provider of customer relationship management (CRM) products, consisting of lead management products.

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 in January 1995 through December 31, 2002 and for the years ended December 31, 2005 and 2006, the Company has experienced
annual operating losses and has an accumulated deficit of $188.5 million as of September 30, 2007. The Company believes current cash and cash equivalents 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

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, 2006 included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 15, 2007. 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 and substantially all of the assets and certain liabilities of its Retention Performance Marketing (RPM) business on January 31, 2007 and June 30, 2007, respectively. Accordingly, both the AIC
operations and RPM business are presented in the condensed consolidated financial statements as discontinued operations. As discontinued operations, revenues and expenses of the AIC operations and RPM business have been aggregated and stated
separately from the respective captions in continuing operations in the Condensed Consolidated Statements of Operations. Expenses include direct costs of the AIC operations and RPM business that the Company believes will be eliminated from future
operations as a result of the sale of the AIC operations and RPM business. Assets and liabilities that are included in the sale of the AIC operations have been aggregated and classified as held for sale under current assets and current liabilities,
respectively, at December 31, 2006. All other references to operating results reflect the ongoing operations of the Company, excluding the AIC operations and RPM business. The results of operations for the three months and nine months ended
September 30, 2007 are not necessarily indicative of the results to be expected for the year ending December 31, 2007 or any other period(s).

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 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, valuation of the non-exclusive patent license,
accrued liabilities and valuation allowance for deferred tax assets. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to prior period information to conform to the current period
presentations.



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



Revenue Recognition

The Company classifies revenues as lead fees, advertising, CRM services, and other. Revenues from continuing operations by groups of similar services for
the three months and nine months ended September 30, 2007 and 2006 were as follows:



|               |  |                                 |        |                                |   |        |  |      |        |  |   |       
|-------------- |  | ------------------------------- | ------ | ------------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|               |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|               |  | 2007                            |        | 2006                           |   | 2007   |  | 2006
|Revenues:      |  |                                 |        |                                |   |        |  |      |        |  |   |       
|Lead fees      |  | $                               | 17,576 |                                | $ | 16,461 |  | $    | 51,485 |  | $ | 52,209
|Advertising    |  |                                 | 4,318  |                                |   | 4,295  |  |      | 13,971 |  |   | 12,385
|CRM services   |  |                                 | 2,661  |                                |   | 2,766  |  |      | 7,768  |  |   | 8,360 
|Other          |  |                                 | 208    |                                |   | 210    |  |      | 614    |  |   | 592   
|               |  |                                 |        |                                |   |        |  |      |        |  |   |       
|Total revenues |  | $                               | 24,763 |                                | $ | 23,732 |  | $    | 73,838 |  | $ | 73,546
|               |  |                                 |        |                                |   |        |  |      |        |  |   |       

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) 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
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.

The Company had deferred revenue
in accordance with EITF Issue No. 00-21 under a multiple-element arrangement of $1.1 million at December 31, 2006. There was no revenue recognized under these types of arrangements for the three months ended September 30, 2007. Revenue
recognized under these types of arrangements totaled $1.3 million for the nine months ended September 30, 2007 and $0.1 million and $0.9 million for the three months and nine months ended September 30, 2006, respectively.

Risks Due to Concentration of Significant Customers and Export Sales

For the three months and nine months ended September 30, 2007 and 2006, no dealer, major dealer group, manufacturer, international licensee or other customer accounted for more 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 September 30, 2007 and December 31, 2006.

Business Segment

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



8



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



Recent Accounting Pronouncements

In June 2006, the FASB issued FASB Interpretation (FIN) No. 48 (As Amended), Accounting for Uncertainty in Income
Taxesan Interpretation of FASB Statement No. 109 which prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. FIN
No. 48 requires that a company recognize the financial statement effects of a tax position when there is a likelihood of more than 50 percent, based on the technical merits, that the position will be sustained upon examination. It also provides
guidance on the derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition requirements for uncertain tax positions. The Company adopted the provisions of FIN No. 48 on January 1, 2007.

Upon adoption of FIN No. 48, the Company analyzed its filing positions for all open tax years in all U.S. federal and state
jurisdictions where it is required to file. At the adoption date of January 1, 2007, the Company had $0.5 million of unrecognized tax benefits. Of the total unrecognized tax benefits at the adoption date, the entire amount of $0.5 million was
recorded as a reduction to deferred tax assets, which caused a corresponding reduction in the Companys valuation allowance of $0.5 million. To the extent such portion of unrecognized tax benefits is recognized at a time such valuation
allowance no longer exists, the recognition would impact the Companys effective tax rate.

The Company files income tax returns in
the U.S. federal jurisdiction and various state jurisdictions. In general, the Company is no longer subject to U.S. federal and state tax examinations for years prior to 2003. The Company does not believe there will be any material changes in its
unrecognized tax positions over the next 12 months. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to FIN No. 48. In addition, the Company did not record a cumulative effect adjustment related to the
adoption of FIN No. 48 and the adoption of FIN No. 48 did not have a material effect on the Companys consolidated financial position or results of operations.

The Companys policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the
date of adoption and September 30, 2007, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized in the three months and nine months ended
September 30, 2007.

In September 2006, the Financial Accounting Standards Boards (FASB) Emerging Issues Task Force
(EITF) reached a consensus on Issue No. 06-1, Accounting for Consideration Given by a Service Provider to a Manufacturer or Reseller of Equipment Necessary for an End-Customer to Receive Service from the Service
Provider. EITF Issue No. 06-1 provides guidance on the accounting for consideration given to third party manufacturers or resellers of equipment which is required by the end-customer in order to utilize the service from the service
provider. EITF Issue No. 06-1 is effective for fiscal years beginning after June 15, 2007 and its adoption is not expected to have a material effect on the Companys consolidated financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements. SFAS No. 157 defines fair value, establishes a frame work for measuring fair value and expands disclosure about fair value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company
is currently evaluating the impact of adopting SFAS No. 157 on its consolidated financial statements.

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 No. 159 permits entities to choose to measure many financial instruments
and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted provided the entity also elects
to apply the provisions of SFAS No. 157. The Company is currently evaluating the impact of adopting SFAS No. 159 on its consolidated financial statements.

In May 2007, the FASB issued FASB Staff Position (FSP) FIN 48-1, Definition of Settlement in FASB Interpretation No. 48. FSP FIN 48-1 provides guidance on how to determine whether a
tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSP FIN 48-1 is effective retroactively to January 1, 2007. The implementation of FSP FIN 48-1 did not have an impact on the Companys
consolidated financial position or results of operations.



9



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



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 EndedSeptember 30,                 |            |   | Nine Months EndedSeptember 30, |  
|                                                                                 |  | 2007                                            |            |   | 2006                           |   |            | 2007 |  |   | 2006       |  
|                                                                                 |  | (in thousands, except share and per share data) |           
|Continuing operations:                                                           |  |                                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Numerator:                                                                       |  |                                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Loss from continuing operations                                                  |  | $                                               | (6,303     | ) |                                | $ | (7,947     | )    |  | $ | (8,288     | ) |  | $ | (23,801    | )
|Denominator:                                                                     |  |                                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Weighted average common shares and denominator for basic and diluted calculation |  |                                                 | 43,660,961 |   |                                |   | 42,437,708 |      |  |   | 43,291,107 |   |  |   | 42,323,352 |  
|Loss per share from continuing operationsbasic and diluted                      |  | $                                               | (0.14      | ) |                                | $ | (0.19      | )    |  | $ | (0.19      | ) |  | $ | (0.56      | )
|Discontinued operations:                                                         |  |                                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Numerator:                                                                       |  |                                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Income (loss) from discontinued operations                                       |  | $                                               | 24         |   |                                | $ | 68         |      |  | $ | 5,854      |   |  | $ | (409       | )
|Denominator:                                                                     |  |                                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Weighted average common shares and denominator for basic and diluted calculation |  |                                                 | 43,660,961 |   |                                |   | 42,437,708 |      |  |   | 43,291,107 |   |  |   | 42,323,352 |  
|Income (loss) per share from discontinued operationsbasic and diluted           |  | $                                               |           |   |                                | $ |           |      |  | $ | 0.13       |   |  | $ | (0.01      | )
|Net loss:                                                                        |  |                                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Numerator:                                                                       |  |                                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Net loss                                                                         |  | $                                               | (6,279     | ) |                                | $ | (7,879     | )    |  | $ | (2,434     | ) |  | $ | (24,210    | )
|Denominator:                                                                     |  |                                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Weighted average common shares and denominator for basic and diluted calculation |  |                                                 | 43,660,961 |   |                                |   | 42,437,708 |      |  |   | 43,291,107 |   |  |   | 42,323,352 |  
|Net loss per sharebasic and diluted                                             |  | $                                               | (0.14      | ) |                                | $ | (0.19      | )    |  | $ | (0.06      | ) |  | $ | (0.57      | )

For the three months and nine months ended September 30, 2007, 7,770,298 and 8,045,931,
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 (loss) income per share, as they represent
stock options and awards for which the total employee proceeds per share exceed the average market price of a share of common stock for the period. In addition, for the three months and nine months ended September 30, 2007, 493,656 and 694,955,
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 (loss) income per share, as the Company
incurred a loss from continuing operations for both periods.

For the three months and nine months ended September 30, 2006, 7,515,742
and 6,419,291 respectively, anti-dilutive 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 loss per share, as they
represent stock options and awards for which the total employee proceeds per share exceed the average market price of a share of common stock for the period. In addition, for the three months and nine months ended September 30, 2006, 764,572
and 1,178,261, respectively, antidilutive potential shares of common stock, consisting of employee and director stock options, have been excluded from the calculation of diluted loss per share, as the Company incurred a loss from continuing
operations for both periods.



10



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



4. Share-Based Compensation

For the three months ended September 30, 2007 and 2006, the Company recorded $1.2 million and $1.4 million, respectively, of share-based compensation expense, or $0.03 earnings per share for each period. For the
nine months ended September 30, 2007 and 2006, the Company recorded $3.8 million and $3.9 million of share-based compensation expense, respectively, or $0.09 earnings per share for each period. Share-based compensation expense is included in
costs and expenses in the accompanying condensed consolidated statement of operations as follows:



|                                                                     |  |                                 |       |                                |   |       |  |      |       |  |   |      
|-------------------------------------------------------------------- |  | ------------------------------- | ----- | ------------------------------ | - | ----- |  | ---- | ----- |  | - | -----
|                                                                     |  | Three Months EndedSeptember 30, |       | Nine Months EndedSeptember 30,
|                                                                     |  | 2007                            |       | 2006                           |   | 2007  |  | 2006
|                                                                     |  | (in thousands)                 
|Cost of revenues                                                     |  | $                               | 44    |                                | $ | 53    |  | $    | 131   |  | $ | 135  
|Sales and marketing                                                  |  |                                 | 273   |                                |   | 278   |  |      | 806   |  |   | 814  
|Product and technology development                                   |  |                                 | 254   |                                |   | 299   |  |      | 649   |  |   | 655  
|General and administrative                                           |  |                                 | 669   |                                |   | 697   |  |      | 2,144 |  |   | 2,126
|                                                                     |  |                                 |       |                                |   |       |  |      |       |  |   |      
|Share-based compensation expense included in continuing operations   |  |                                 | 1,240 |                                |   | 1,327 |  |      | 3,730 |  |   | 3,730
|Share-based compensation expense included in discontinued operations |  |                                 |      |                                |   | 48    |  |      | 28    |  |   | 130  
|                                                                     |  |                                 |       |                                |   |       |  |      |       |  |   |      
|Total share-based compensation expense                               |  |                                 | 1,240 |                                |   | 1,375 |  |      | 3,758 |  |   | 3,860
|Amount capitalized to internal use software                          |  |                                 |      |                                |   |      |  |      | 10    |  |   |     
|                                                                     |  |                                 |       |                                |   |       |  |      |       |  |   |      
|Total share-based compensation costs                                 |  | $                               | 1,240 |                                | $ | 1,375 |  | $    | 3,768 |  | $ | 3,860
|                                                                     |  |                                 |       |                                |   |       |  |      |       |  |   |      

The Company issued 205,799 and 102,250 shares of common stock upon exercise of stock options for
the three months ended September 30, 2007 and 2006, respectively. The Company issued 964,412 and 269,341 shares of common stock upon exercise of stock options for the nine months ended September 30, 2007 and 2006, respectively. The Company
granted 453,667 and 2,141,500, stock options for the three months ended September 30, 2007 and 2006, respectively, with a weighted-average fair market value per option granted of $2.24 and $2.01, respectively. The Company granted 949,167 and
3,332,000 stock options for the nine months ended September 30, 2007 and 2006, respectively, with a weighted-average fair market value per option granted of $2.15 and $2.28, 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 September 30, |   |  | Nine Months Ended September 30, |  
|                        |  | 2007                             |   |  | 2006                            |   |  | 2007         |   |  | 2006         |  
|Dividend yield          |  | 0.00                             | % |  | 0.00                            | % |  | 0.00         | % |  | 0.00         | %
|Volatility              |  | 61.35%62.04                     | % |  | 78.53                           | % |  | 61.35%64.89 | % |  | 78.53%81.04 | %
|Risk-free interest rate |  | 4.40%5.02                       | % |  | 4.67%5.04                      | % |  | 4.40%5.02   | % |  | 4.35%5.07   | %
|Expected life           |  | 4.36 years                       |   |  | 4.99 years                      |   |  | 4.36 years   |   |  | 4.99 years   |  

The Company issued 43,267 and 65,560 shares of common stock under the employee stock purchase plan
for the three months ended September 30, 2007 and 2006, respectively. The Company issued 108,381 and 119,264 shares of common stock under the employee stock purchase plan for the nine months ended September 30, 2007 and 2006, respectively.
The Company granted 66,741 and 83,827 awards under the employee stock purchase plan for the three months ended September 30, 2007 and 2006, respectively. The awards granted were estimated to have a weighted-average fair value per share awarded
of $0. 72 and $0.75 for the three months ended September 30, 2007 and 2006, respectively. The Company granted 126,480 and 149,812 awards for the nine months ended September 30, 2007 and 2006, respectively, under the employee stock purchase
plan. The awards granted were estimated to have a weighted-average fair value per share awarded of $0.79 and $0.93 for the nine months ended September 30, 2007 and 2006, respectively. The fair value of the awards is based on the Black-Scholes
option-pricing model and the following assumptions:



11



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



|                        |  |                                 |   |  |                                 |   |  |                |   |  |                |  
|----------------------- |  | ------------------------------- | - |  | ------------------------------- | - |  | -------------- | - |  | -------------- | -
|                        |  | Three Months EndedSeptember 30, |   |  | Nine Months Ended September 30, |  
|                        |  | 2007                            |   |  | 2006                            |   |  | 2007           |   |  | 2006           |  
|Dividend yield          |  | 0.00                            | % |  | 0.00                            | % |  | 0.00           | % |  | 0.00           | %
|Volatility              |  | 47.00%                          |   |  | 53.51%                          |   |  | 47.00% - 48.93 | % |  | 53.42% - 53.51 | %
|Risk-free interest rate |  | 4.96%                           |   |  | 5.18%                           |   |  | 4.96% - 5.15   | % |  | 4.60% - 5.18   | %
|Expected life           |  | 6 months                        |   |  | 6 months                        |   |  | 6 months       |   |  | 6 months       |  

To induce James E. Riesenbach to join the Company as Chief Executive Officer and President, 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, as of March 20, 2006. The remaining 400,000 options are performance-based awards where the future performance criteria were to be
defined at a future date. As such, in accordance with SFAS No. 123(R), the awards were not considered granted until such time that the performance criteria have been defined and were not included in outstanding options in prior periods.

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 No. 123(R) as of January 30, 2007. The remaining 50,000 options are performance-based awards where the future performance criteria were to be defined at a future date. As such, in accordance with SFAS No. 123(R), the awards
are not considered granted until such time that the performance criteria have been defined and were not included in outstanding options in prior periods.

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 and 16,667
performance-based options held by Mr. Houdeshell. The performance criteria are based upon the attainment by the Company of certain revenue, earnings before income taxes, depreciation and amortization (EBITDA) and strategic goals. Therefore,
under SFAS 123(R), the total performance-based awards of 216,667 were deemed granted as of July 17, 2007 and are included in the outstanding options for the three and nine months ended September 30, 2007. The Company also began recognizing
compensation expense for these awards on that date.

5. Selected Balance Sheet Accounts

Property and Equipment

Property and
equipment consisted of the following at:



|                                               |  |                   |         |   |                  |   |         |  
|---------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                               |  | September 30,2007 |         |   | December 31,2006 |  
|                                               |  | (in thousands)    |        
|Computer software and hardware                 |  | $                 | 11,939  |   |                  | $ | 10,392  |  
|Furniture and equipment                        |  |                   | 1,711   |   |                  |   | 1,682   |  
|Leasehold improvements                         |  |                   | 1,615   |   |                  |   | 1,342   |  
|Capitalized internal use software              |  |                   | 9,050   |   |                  |   | 2,055   |  
|Development in process                         |  |                   | 34      |   |                  |   | 2,680   |  
|                                               |  |                   |         |   |                  |   |         |  
|                                               |  |                   | 24,349  |   |                  |   | 18,151  |  
|LessAccumulated depreciation and amortization |  |                   | (12,440 | ) |                  |   | (10,197 | )
|                                               |  |                   |         |   |                  |   |         |  
|                                               |  | $                 | 11,909  |   |                  | $ | 7,954   |  
|                                               |  |                   |         |   |                  |   |         |  

At September 30, 2007 and December 31, 2006, capitalized internal use software, net of
amortization, and development in process were $6.5 million and $2.9 million, respectively. Total depreciation and amortization expense related to property and equipment was $1.3 million and $2.4 million for the three months and nine months ended
September 30, 2007, respectively. Total depreciation and amortization expense related to property and equipment was $0.6 million and $1.6 million for the three months and nine months ended September 30, 2006, respectively.



12



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



Goodwill

In June 2007, the Company performed an annual impairment test of enterprise goodwill and concluded that enterprise goodwill was not impaired. The decrease in the carrying amount of goodwill of $3.0 million represents
the allocation of goodwill associated with the sale of the Companys RPM business (see Note 6).

Intangible Assets

Intangible assets at September 30, 2007 and December 31, 2006 are amortized over their estimated useful lives (weighted-average life is
approximately 3 years) and consisted of the following:



|                               |  |                              |  |                       |       |                          |   |        |            |  |   |    
|------------------------------ |  | ---------------------------- |  | --------------------- | ----- | ------------------------ | - | ------ | ---------- |  | - | ---
|                               |  | As of September 30, 2007    
|                               |  | AverageEstimatedUseful Lives |  | Gross Carrying Amount |       | Accumulated Amortization |   |        | Net Amount
|                               |  | (in thousands)              
|Amortizable Intangible Assets: |  |                              |  |                       |       |                          |   |        |            |  |   |    
|Developed technology           |  | 3 years                      |  | $                     | 420   |                          | $ | (420   | )          |  | $ |   
|Customer relationships         |  | 3 years                      |  |                       | 3,775 |                          |   | (3,775 | )          |  |   |   
|Domain names                   |  | 5 years                      |  |                       | 836   |                          |   | (491   | )          |  |   | 345
|                               |  |                              |  |                       |       |                          |   |        |            |  |   |    
|Total                          |  |                              |  | $                     | 5,031 |                          | $ | (4,686 | )          |  | $ | 345
|                               |  |                              |  |                       |       |                          |   |        |            |  |   |    



|                               |  |                              |  |                       |       |                          |   |        |            |  |   |    
|------------------------------ |  | ---------------------------- |  | --------------------- | ----- | ------------------------ | - | ------ | ---------- |  | - | ---
|                               |  | As of December 31, 2006     
|                               |  | AverageEstimatedUseful Lives |  | Gross Carrying Amount |       | Accumulated Amortization |   |        | Net Amount
|                               |  | (in thousands)              
|Amortizable Intangible Assets: |  |                              |  |                       |       |                          |   |        |            |  |   |    
|Developed technology           |  | 2 years                      |  | $                     | 820   |                          | $ | (820   | )          |  | $ |   
|Customer relationships         |  | 3 years                      |  |                       | 4,375 |                          |   | (4,022 | )          |  |   | 353
|Domain name                    |  | 5 years                      |  |                       | 700   |                          |   | (379   | )          |  |   | 321
|                               |  |                              |  |                       |       |                          |   |        |            |  |   |    
|Total                          |  |                              |  | $                     | 5,895 |                          | $ | (5,221 | )          |  | $ | 674
|                               |  |                              |  |                       |       |                          |   |        |            |  |   |    

The decreases in the gross carrying amount of developed technology and customer relationships were
primarily associated with the sale of the Companys RPM business. Amortization expense for the three months ended September 30, 2007 was immaterial. Amortization expense for the nine months ended September 30, 2007 was $0.5 million.
Amortization expense for the three months and nine months ended September 30, 2006 was $0.4 million and $1.3 million, respectively. Amortization expense related to developed technology is classified as cost of revenues. Amortization expense for
the remaining lives of the intangible assets is estimated to be as follows:



|                                      |  |                      |    
|------------------------------------- |  | -------------------- | ---
|                                      |  | Amortization Expense
|                                      |  | (in thousands)      
|Three months ending December 31, 2007 |  | $                    | 42 
|2008                                  |  |                      | 167
|2009                                  |  |                      | 68 
|2010                                  |  |                      | 27 
|2011                                  |  |                      | 27 
|2012                                  |  |                      | 14 
|                                      |  |                      |    
|                                      |  | $                    | 345
|                                      |  |                      |    



13



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



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 during the nine months ended September 30, 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 was deposited by Call Command in an escrow account to be distributed to the Company upon determination of the working capital adjustment and any
indemnification claims made against the Company in accordance with the terms of the RPM Agreement. The $0.5 million deposited in escrow is a contingent gain as defined by SFAS No. 5, Accounting for Contingencies, and will be
recognized as a gain on the sale if, and when, the Company receives these funds. The Company received $0.25 million of the amount deposited in escrow in October 2007.

In conjunction with the sale of the Companys RPM business, the Company entered into a Transition Services and Arrangements Agreement (TSAA) whereby the Company agreed to provide certain transition
services to RPM for a period not to exceed six months. The expected cash flows under the TSAA do not represent a significant continuation of the direct cash flows of the disposed RPM business. The Company also agreed to indemnify Call Command for
pre-closing tax obligations and other unknown pre-closing obligations. The term of the indemnification for the pre-closing tax obligations is based on the statute of limitation as set forth by the taxing authority. The term of the indemnification
for other obligations ranges from 1 year to 2 years. The maximum obligation is the purchase price of the transaction. Since it is not possible to determine whether there will be any obligations in the future or the amounts thereof, the Company
cannot estimate the potential amount of future payments, if any, under these indemnification obligations. Therefore, no liability has been recorded.

The assets and liabilities that were included in the sale of the AIC operations met the criteria defined in SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, as of
December 31, 2006 and were classified as held for sale at December 31, 2006. Pursuant to SFAS No. 144 and EITF Issue No. 03-13, Applying the Conditions in Paragraph 42 of FASB Statement No. 144 in Determining
Whether to Report Discontinued Operations, Assets and liabilities that are included in the sale of the AIC operations have been aggregated and classified as held for sale under current assets and current liabilities, respectively, at
December 31, 2006. Current assets are comprised of prepaid expenses and current liabilities are comprised of deferred revenues. The results of operations presented in the Condensed Consolidated Financial Statements reflect the AIC operations
and RPM business as discontinued operations for all periods presented. As discontinued operations, revenues and expenses of the AIC operations and RPM business have been aggregated and stated separately from the respective captions of continuing
operations in the Condensed Consolidated Statements of Operations. Expenses include direct costs of the operations that the Company believes will be eliminated from future operations as a result of the sale of the AIC operations and RPM business.
All other references to operating results reflect the ongoing operations of the Company, excluding the AIC operations and RPM business. The results of operations of the AIC operations and RPM business reported as discontinued operations are
summarized as follows:



14



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



AIC STATEMENTS OF OPERATIONS

(In thousands)



|                                    |  |                                |   |                               |   |      |  |      |       |  |   |      
|----------------------------------- |  | ------------------------------ | - | ----------------------------- | - | ---- |  | ---- | ----- |  | - | -----
|                                    |  | Three MonthsEndedSeptember 30, |   | Nine MonthsEndedSeptember 30,
|                                    |  | 2007                           |   | 2006                          |   | 2007 |  | 2006
|Revenues                            |  | $                              |  |                               | $ | 784  |  | $    | 210   |  | $ | 2,327
|Costs and expenses:                 |  |                                |   |                               |   |      |  |      |       |  |   |      
|Cost of revenues                    |  |                                |  |                               |   | 34   |  |      | 10    |  |   | 119  
|Sales and marketing                 |  |                                |  |                               |   | 131  |  |      | 68    |  |   | 368  
|Product and technology development  |  |                                |  |                               |   | 323  |  |      | 193   |  |   | 1,260
|General and administrative          |  |                                |  |                               |   | 32   |  |      | 32    |  |   | 34   
|                                    |  |                                |   |                               |   |      |  |      |       |  |   |      
|Total costs and expenses            |  |                                |  |                               |   | 520  |  |      | 303   |  |   | 1,781
|                                    |  |                                |   |                               |   |      |  |      |       |  |   |      
|Gain on sale                        |  |                                |  |                               |   |     |  |      | 2,762 |  |   |     
|                                    |  |                                |   |                               |   |      |  |      |       |  |   |      
|Income from discontinued operations |  | $                              |  |                               | $ | 264  |  | $    | 2,669 |  | $ | 546  
|                                    |  |                                |   |                               |   |      |  |      |       |  |   |      

The results of operations of the AIC operations for the nine months ended September 30, 2007
reflect results through January 31, 2007, the date of sale.

RPM STATEMENTS OF OPERATIONS

(In thousands)



|                                           |  |                                |    |      |                               |       |      |  |      |       |  |   |        |  
|------------------------------------------ |  | ------------------------------ | -- | ---- | ----------------------------- | ----- | ---- |  | ---- | ----- |  | - | ------ | -
|                                           |  | Three MonthsEndedSeptember 30, |    |      | Nine MonthsEndedSeptember 30, |      
|                                           |  | 2007                           |    | 2006 |                               |       | 2007 |  | 2006 |      
|Revenues                                   |  | $                              |   |      | $                             | 3,642 |      |  | $    | 7,145 |  | $ | 10,729 |  
|Costs and expenses:                        |  |                                |    |      |                               |       |      |  |      |       |  |   |        |  
|Cost of revenues                           |  |                                |   |      |                               | 2,029 |      |  |      | 3,346 |  |   | 6,104  |  
|Sales and marketing                        |  |                                |   |      |                               | 1,309 |      |  |      | 3,303 |  |   | 3,935  |  
|Product and technology development         |  |                                |   |      |                               | 436   |      |  |      | 287   |  |   | 1,496  |  
|General and administrative                 |  |                                |   |      |                               | 15    |      |  |      | 53    |  |   | 10     |  
|Amortization of intangibles                |  |                                |   |      |                               | 49    |      |  |      | 43    |  |   | 139    |  
|                                           |  |                                |    |      |                               |       |      |  |      |       |  |   |        |  
|Total costs and expenses                   |  |                                |   |      |                               | 3,838 |      |  |      | 7,032 |  |   | 11,684 |  
|                                           |  |                                |    |      |                               |       |      |  |      |       |  |   |        |  
|Gain on sale                               |  |                                | 24 |      |                               |      |      |  |      | 3,072 |  |   |       |  
|                                           |  |                                |    |      |                               |       |      |  |      |       |  |   |        |  
|Income (loss) from discontinued operations |  | $                              | 24 |      | $                             | (196  | )    |  | $    | 3,185 |  | $ | (955   | )
|                                           |  |                                |    |      |                               |       |      |  |      |       |  |   |        |  

The results of operations of the RPM business for the nine months ended September 30, 2007
reflect results through June 30, 2007, the date of sale.

7. Patent Litigation Settlement

In 2004, the Company filed a lawsuit in the United States District Court for the Eastern District of Texas against Dealix Corporation, a wholly-owned
subsidiary of The Cobalt Group. In that lawsuit, the Company asserted infringement of U.S. Patent No. 6,282,517, entitled Real Time Communication of Purchase Requests, against Dealix Corporation. In December 2006, the Company
entered into a settlement agreement (the Settlement Agreement) with Dealix relating to the lawsuit. The Settlement 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 non-exclusive 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. These remaining payments are guaranteed by WP Equity Partners, Inc., a Warburg Pincus affiliate. With court approval on
March 25, 2007, the lawsuit against Dealix was dismissed.



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



In accounting for the Settlement Agreement, the mutual release of claims was estimated as $9.9
million by deducting the fair value of the non-exclusive license from the total settlement amount, net of the interest discount associated with the receivable, and recorded in patent litigation settlement in the Condensed Consolidated Statement of
Operations for the nine months ended September 30, 2007.

To estimate the fair value of the non-exclusive license, an income approach
was used, which included estimates of projected licensee revenue and related expenses, discounted utilizing a rate of 17%. The fair value of the non-exclusive license was estimated at $9.2 million and reported in other liabilities, which is being
recognized to other income on a straight-line basis through January 2019, the patents remaining life. The Company recognized $0.2 million and $0.4 million in interest and other income in the Condensed Consolidated Statement of Operations for
the three months and nine months ended September 30, 2007, respectively. As of September 30, 2007, the remaining balance in current and non-current other liabilities was $0.8 million and $8.0 million, respectively.

The remaining payments of $8.0 million were discounted to their net present value using a discount rate of 6.38%. As of September 30, 2007, $2.6
million and $4.7 million was included in prepaid expenses and other current assets, and other assets, respectively, in the Condensed Consolidated Balance Sheet. The discount of $0.9 million is being amortized to interest and other income over a
three-year period using the effective interest method.

On April 27, 2007, the Company received a comment letter from the staff of the
Division of Corporation Finance of the SEC (the Staff). Additional questions were received in comment letters dated June 4, 2007, June 22, 2007, July 25, 2007 and September 19, 2007. The Staffs letters
included comments relating to the accounting treatment of the patent litigation settlement with Dealix, specifically, the classification of amounts to be recorded, the timing of recognition and the allocation of the proceeds between the mutual
release of claims and the non-exclusive patent license. Should the Staff disagree with the Companys accounting for this legal settlement, it will not affect the amounts referenced above that have been received or are to be received by the
Company under the settlement but might result in a change in the accounting treatment of the settlement, specifically, acceleration of all or a portion of deferred gain associated with the settlement or further deferral of all or a portion of
amounts already recorded. This may have a material impact on the Companys consolidated financial statements as of March 31, 2007, June 30, 2007 and September 30, 2007 and for the three months ended March 31,
2007, June 30, 2007 and September 30, 2007, the six months ended June 30, 2007 and the nine months ended September 30, 2007.

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 February 19, 2003,
the District Court denied the Companys motion to dismiss the complaint. 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 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.

Prior to the Second Circuits
December 5, 2006 ruling, the majority of issuers, including the Company, and their insurers had submitted a settlement agreement to the District Court for approval. In light of the Second Circuit opinion, the parties agreed that the settlement
could not be approved. On September 25, 2007, the District Court approved a stipulation filed by the plaintiffs and the issuers terminating the proposed settlement. 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. On September 27, 2007, the plaintiffs filed
a motion for class certification in the six focus cases. If the plaintiffs are successful in obtaining class certification, they are expected to amend the complaint against the Company and the other non-focus case issuers in the same



16



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



manner that they amended the complaints against the focus case issuers and to seek certification of a class in the Companys case. 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. The
plaintiffs now plan to replead their complaints and move for class certification again. 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 February 19, 2003, the District Court denied Autowebs motion to dismiss the
complaint. 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.

Prior to the Second Circuits December 5, 2006 ruling, the majority of issuers, including Autoweb, and their
insurers had submitted a settlement agreement to the District Court for approval. In light of the Second Circuit opinion, the parties agreed that the settlement could not be approved. On September 25, 2007, the District Court approved a
stipulation filed by the plaintiffs and the issuers terminating the proposed settlement. 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. On September 27, 2007, the plaintiffs filed a motion for class certification in the six focus cases. If the plaintiffs are
successful in obtaining class certification, they are expected to amend the complaint against Autoweb and the other non-focus case issuers in the same manner that they amended the complaints against the focus case issuers and to seek certification
of a class in Autowebs case. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter. The Company cannot predict whether Autoweb will be able to renegotiate a settlement that
complies with the Second Circuits mandate. The plaintiffs now plan to replead their complaints and move for class certification again. If Autoweb 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 Autowebs insurance coverage, or whether such damages would have a material impact on the Companys results of operations, financial condition or cash flows in any future period.

The Company has 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 as of September 30, 2007.

Certain current and former
directors and certain former officers of the Company are defendants in a derivative suit pending in the Superior Court of Orange County, California, and Autobytel is named as a nominal defendant in this suit. This suit purports to allege that the
defendants breached numerous duties to the Company, including breach of fiduciary duty and misappropriation of information, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment, as well as violations of California
Corporations Code 25402 (trading with material non-public information), and that these breaches and violations caused losses to the Company, including damages to its reputation and goodwill. Plaintiffs claims are based on allegations that the
defendants disseminated false and misleading statements concerning the Companys results of operations and that these results were inflated at all relevant times due to violations of generally accepted accounting principles and Securities and
Exchange Commission rules. The parties negotiated a settlement of the action and submitted it for court approval in November 2006. The court has held a series of status conferences since the settlement was submitted, and a further status conference
to discuss the settlement was held on April 25, 2007. At that status conference, the court preliminarily approved the settlement, and requested that an order be prepared and submitted for such preliminary approval. A final settlement hearing
was held on September 26, 2007, and the court approved the settlement and signed the Final Order and Judgment Approving Settlement. The Company has not recorded a liability against this claim as of September 30, 2007 because the settlement
was covered by insurance.



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##### Table of Contents

AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



On October 21, 2005, Autobytel received a complaint as well as a demand for
arbitration/statement of claim filed by certain former shareholders of Stoneage Corporation (Stoneage). The complaint was filed in the Central District of California and names Autobytel as well as certain current and former officers and
directors as defendants. The demand for arbitration was filed with the American Arbitration Association and names the same group of defendants. The allegations and claims in both of these matters are virtually identical and stem from the acquisition
of Stoneage by Autobytel on April 15, 2004. Both the complaint and demand for arbitration contain causes of action for: breach of the acquisition agreement, breach of the registration rights agreement, violations of California Corporations Code
Sections 25401 and 25501, violations of California Corporations Code Sections 25400 and 25500, fraud, negligent misrepresentation, fraudulent concealment, and violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated thereunder. The demand for arbitration also contains a cause of action for violation of Section 17(a) of the Securities Act of 1933. The complaint and demand for arbitration seek unspecified damages and attorneys fees
and costs, as well as rescission and punitive awards. The defendants have not responded to either the complaint or demand for arbitration. On November 29, 2005, the parties requested that the arbitration be stayed, and on February 8, 2006,
the plaintiffs dismissed the complaint without prejudice. On May 2, 2007, the parties tentatively agreed to a settlement in principle, and a settlement agreement was negotiated and fully executed in September 2007. The Company recorded a
liability of $1.0 million against this claim as of March 31, 2007. Payments in accordance with the settlement agreement were made by the Company and its insurer in October 2007.

In August 2007, AVV, Inc. 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 and AVV are 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.

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 the Companys 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 monthly minimum payments over a two-year period from June 15, 2007. The table below summarizes this obligation as of September 30, 2007 (in thousands):



|                                      |  |   |      
|------------------------------------- |  | - | -----
|Three months ending December 31, 2007 |  | $ | 175  
|2008                                  |  |   | 828  
|2009                                  |  |   | 293  
|                                      |  |   |      
|                                      |  | $ | 1,296
|                                      |  |   |      

From time to time, the Company enters into agreements in the ordinary course of business pursuant
to which the Company agrees to indemnify, hold harmless and reimburse the indemnified party for losses suffered or incurred by it, which may include losses relating to intellectual property infringement claims. The term of these indemnifications may
vary depending on the agreement. Other than the claim against AVV and the Company discussed above, the Company currently has no knowledge of any other intellectual property infringement claim that would be subject to indemnification by it, nor can
the Company estimate the maximum potential amount of future payments under any such indemnification. Therefore, no liability has been recorded.



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AUTOBYTEL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(continued)

(unaudited)



9. Subsequent events

In November, 2007, the Company sold all its ownership interest in its Japanese licensee for approximately $4.0 million. The carrying amount of the investment in the Japanese licensee was zero as of September 30,
2007. In connection with the sale, the Company amended the license agreement for certain intellectual property with such licensee effective April 1, 2008 to a perpetual royalty free license agreement.



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##### Table of Contents

|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.

Basis of
Presentation

We sold certain assets and liabilities of our Automotive Information Center (AIC) data operations, our new
vehicle price and specification business, on January 31, 2007. We also sold our wholly-owned subsidiary, Retention Performance Marketing, Inc., our business of providing customer loyalty and retention marketing programs (RPM), on
June 30, 2007. Accordingly, our AIC operations and RPM business are presented in the consolidated financial statements as discontinued operations. As discontinued operations, revenues and expenses of our AIC operations and RPM business 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 our AIC operations and RPM business
that we believe will be eliminated from future operations as a result of the sale of our AIC operations and RPM business. Assets and liabilities that are included in the sale of our AIC operations have been aggregated and classified as held for sale
under current assets and current liabilities, respectively, in our Condensed Consolidated Balance Sheet as of December 31, 2006. All other references to operating results reflect our ongoing operations, excluding our AIC operations and RPM
business.

Overview

We are 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. We own and operate automotive Web sites, including MyRide.com,
Autobytel.com®, Autoweb.com®, Car.com®, CarSmart.com®, AutoSite.com® and CarTV.com®. We are among the largest automotive
shopping content networks and reach millions of Internet visitors as they shop for vehicles and make their vehicle buying decisions. We are also a leading provider of customer relationship management (CRM) products and programs,
consisting of lead management products.

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. In October 2007, we officially launched MyRide.com, the first fully-integrated automotive vertical search
web experience, which 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. We believe MyRide.com is one of the Internets most comprehensive used vehicle Web sites, utilizing search-based technology to incorporate listings of millions of vehicles.

Our results of operations have been affected in the first nine months of 2007 by various factors, including, but not limited to, the following:



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



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##### Table of Contents

| |  |  | 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);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | variability in the volume of purchase requests delivered to our retail and enterprise dealers;
| | - |  | ----------------------------------------------------------------------------------------------



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



| |  |  | variations in the number of users visiting our Web sites;
| | - |  | ---------------------------------------------------------



| |  |  | the implementation of certain strategic initiatives, including those described above;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the recognition of deferred revenue related to a multiple-element arrangement upon delivery of all services in the first nine months of 2007;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the recognition of a gain related to the settlement of a lawsuit for patent infringement against Dealix Corporation;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | costs associated with the settlement of the Stoneage matter; and
| | - |  | ----------------------------------------------------------------



| |  |  | costs associated with relocating certain employees to our corporate office.
| | - |  | ---------------------------------------------------------------------------

In the future, our results of operations may continue to be affected by various factors, including, but not limited to, some of those mentioned above.

As part of our cost reduction efforts, in the fourth quarter of 2007, we initiated a workforce reduction of approximately 14% of our
workforce. The affected employees were mostly in the areas of accounting and finance, information technology, and other general and administrative related areas. The reduction was effected in order to reduce our overall cost structure and generate
operational efficiencies across our product lines. We expect the reduction in workforce to occur over the fourth quarter of 2007 and the first quarter of 2008. We expect that the charges associated with the reduction in workforce will range between
$0.8 million and $1.0 million, which are expected to be incurred in the fourth quarter of 2007 and the first quarter of 2008. The charges consist mainly of severance costs and other benefits.

In 2004, we filed a lawsuit in the United States District Court for the Eastern District of Texas against Dealix Corporation, a wholly-owned subsidiary
of The Cobalt Group. In that lawsuit, we asserted infringement of U.S. Patent No. 6,282,517, entitled Real Time Communication of Purchase Requests, against Dealix Corporation. In December 2006, we entered into a settlement agreement
(the Settlement Agreement) with Dealix relating to the lawsuit. The Settlement Agreement provides that Dealix will pay us a total of $20.0 million in settlement payments for a mutual release of claims and a non-exclusive 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. These remaining payments are guaranteed by WP Equity Partners, Inc., a Warburg Pincus affiliate. With court approval on March 25, 2007, the lawsuit against Dealix was dismissed.

On April 27, 2007, we received a comment letter from the staff of the Division of Corporation Finance of the SEC (the Staff). Additional
questions were received in comment letters dated June 4, 2007, June 22, 2007, July 25, 2007 and September 19, 2007. The Staffs letters included comments relating to the accounting treatment of the patent
litigation settlement with Dealix, specifically, the classification of amounts to be recorded, the timing of recognition and the allocation of the proceeds between the mutual release of claims and the non-exclusive patent license. We are responding
to the Staffs comments. Should the Staff disagree with our accounting for this legal settlement, it will not affect the amounts referenced above that have been received or are to be received by us under the settlement but might result in a
change in the accounting treatment of the settlement, specifically, acceleration of all or a portion of deferred gain associated with the settlement or further deferral of all or a portion of amounts already recorded. This may have a material impact
on our consolidated financial statements as of March 31, 2007, June 30, 2007 and September 30, 2007 and for the three months ended March 31, 2007, June 30, 2007 and September 30, 2007, the six months ended
June 30, 2007 and the nine months ended September 30, 2007.

As of September 30, 2007, we had $28.3 million in domestic cash
and cash equivalents. For the remainder of 2007, we expect to continue to use cash in excess of cash generated from operations.

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

Lead fees consist of purchase
request fees for new and used cars, and finance request fees.

Fees for 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. Enterprise dealers consist of (i) dealers that are part of major dealer groups with more than
25 dealerships with whom we have a single agreement and



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(ii) dealers that are eligible to receive purchase requests from us as part of a single agreement with an automotive manufacturer or its automotive
buying service affiliate. Major dealer groups include AutoNation and automotive manufacturers include General Motors and Ford. 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 SystemSMwhich 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.

During the third quarter of 2007, we broadly applied our new proprietary technology that allows multiple lead placements to leverage our dealer base.

We delivered approximately 825,000 and 712,000 purchase requests through our online systems to retail and enterprise dealers in the third
quarters of 2007 and 2006, respectively. Of these, approximately 479,000 and 486,000 were delivered to retail dealers in the third quarters of 2007 and 2006, respectively, and approximately 346,000 and 226,000 were delivered to enterprise dealers in
the third quarters of 2007 and 2006, respectively.

Additionally, we delivered approximately 180,000 and 212,000 finance requests in the
third quarters of 2007 and 2006, respectively, to retail dealers, finance request intermediaries, and automotive finance companies.

Advertising revenues represent fees from automotive manufacturers and other advertisers who target car shoppers during the research, consideration and decision making process on our Web sites, as well as through direct marketing offerings.
Using the targeted nature of Internet 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 recently initiated a program to eliminate lower quality traffic sources to improve the performance of our advertising business. This may reduce total advertising page views in the short-term.

CRM services consist of fees paid by customers who use Web Control, our lead management products, and Automotive Download Services (ADS), our
data extraction service. Customers using our CRM services pay transaction fees based on the specified service, or ongoing monthly subscription fees based on the level of functionality selected from our suite of lead management products.

Other revenues include fees from intellectual property 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 our 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.
| | - |  | --------------------------------------------



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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.

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 historical write-off percentages and the current aging of accounts receivables. 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) the amount of credits issued; (ii) the length of time after services are rendered that the credits are issued; and (iii) 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. Gain contingencies are not recorded until all elements
necessary to realize the gain are present. Any legal fees incurred in connection with a contingency are expensed as incurred.

Fair
Value of Financial Instruments.The estimated fair values of our financial instruments, such as cash, cash equivalents, accounts receivable and accounts payable are carried at cost, which approximates their fair value because of the short-term
maturity of these instruments. The fair value of the non-exclusive license under the patent litigation settlement was estimated using an income approach, which included an estimate of projected licensee revenue and related expenses, discounted
utilizing a rate of 17%.



23



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Share-Based Compensation Expense. We account for our share-based compensation using the fair
value method as required by Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payment. Under the fair value recognition provisions of SFAS No. 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, using a lattice
expected term model. 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.

Results of Operations

Three Months Ended September 30, 2007 Compared to the Three Months Ended September 30, 2006

Revenues by groups of
similar services were as follows:



|               |  |                                 |        |        |   |        |  |   |       |   |  |    |   
|-------------- |  | ------------------------------- | ------ | ------ | - | ------ |  | - | ----- | - |  | -- | --
|               |  | Three Months EndedSeptember 30, |        | Change |  
|               |  | 2007                            |        | 2006   |   | $      |  |   | %     |  
|               |  | (in thousands)                  |       
|Revenues:      |  |                                 |        |        |   |        |  |   |       |   |  |    |   
|Lead fees      |  | $                               | 17,576 |        | $ | 16,461 |  | $ | 1,115 |   |  | 7  | % 
|Advertising    |  |                                 | 4,318  |        |   | 4,295  |  |   | 23    |   |  | 1  | % 
|CRM services   |  |                                 | 2,661  |        |   | 2,766  |  |   | (105  | ) |  | (4 | )%
|Other          |  |                                 | 208    |        |   | 210    |  |   | (2    | ) |  | (1 | )%
|               |  |                                 |        |        |   |        |  |   |       |   |  |    |   
|Total revenues |  | $                               | 24,763 |        | $ | 23,732 |  | $ | 1,031 |   |  | 4  | % 
|               |  |                                 |        |        |   |        |  |   |       |   |  |    |   

Lead Fees.Our lead fees are influenced by numerous factors, including but not limited to,
purchase request volume, mix between purchase requests delivered to retail dealers and enterprise dealers, pricing and general market conditions. The increase in lead fees was primarily due to an increase of approximately 54% in the number of
purchase requests delivered to our enterprise dealers and an increase of approximately 14% in the average sales price per finance request delivered. The increase in purchase requests delivered to enterprise dealers is primarily the result of
increased demand during the third quarter of 2007, which we met through our newly launched multiple lead distribution technology. The increase in lead fees was partially offset by a change in the mix of purchase requests delivered, with an increase
of approximately 10% in the proportion of purchase requests delivered to enterprise dealers that generally have a lower average sales price per purchase request.

Advertising.Advertising revenue in the third quarter of 2007 remained flat compared to the third quarter of 2006.

CRM Services.The decrease was primarily due to a $0.1 million decline in fees from data extraction service through ADS. The decrease in fees from ADS was primarily due to a decline in the number of customers
using ADS.

Other.Other revenue in the third quarter of 2007 remained flat when compared to the third quarter of 2006.



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##### Table of Contents

Cost and expenses were as follows:



|                                   |  |                                 |        |                |   |        |  |   |        |   |  |     |   
|---------------------------------- |  | ------------------------------- | ------ | -------------- | - | ------ |  | - | ------ | - |  | --- | --
|                                   |  | Three Months EndedSeptember 30, |        | Change         |  
|                                   |  | 2007                            |        | 2006           |   | $      |  |   | %      |  
|                                   |  |                                 |        | (in thousands) |   |        |  |   |        |  
|Costs and expenses:                |  |                                 |        |                |   |        |  |   |        |   |  |     |   
|Cost of revenues                   |  | $                               | 14,959 |                | $ | 11,715 |  | $ | 3,244  |   |  | 28  | % 
|Sales and marketing                |  |                                 | 5,742  |                |   | 5,023  |  |   | 719    |   |  | 14  | % 
|Product and technology development |  |                                 | 5,107  |                |   | 5,381  |  |   | (274   | ) |  | (5  | )%
|General and administrative         |  |                                 | 5,839  |                |   | 9,597  |  |   | (3,758 | ) |  | (39 | )%
|Amortization of intangibles        |  |                                 | 42     |                |   | 301    |  |   | (259   | ) |  | (86 | )%
|                                   |  |                                 |        |                |   |        |  |   |        |   |  |     |   
|Total costs and expenses           |  | $                               | 31,689 |                | $ | 32,017 |  | $ | (328   | ) |  | (1  | )%
|                                   |  |                                 |        |                |   |        |  |   |        |   |  |     |   

Cost of Revenues.Cost of revenues consists of traffic acquisition costs (TAC)
and other cost of revenues. TAC consists of payments made to our internet consumer request providers, including Internet portals and online automotive information providers. Other cost of revenues consists of 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 third quarter of 2007 compared to the third quarter of
2006 was due to a $1.7 million increase in TAC, a $1.0 million increase in maintenance, depreciation and amortization of computer equipment and software, a $0.4 million increase in data and content and hosting services fees and a $0.1 million
increase in personnel cost. The increase in TAC was primarily due to an increase in the number of purchase requests acquired from our internet consumer request providers, partially offset by a slight decrease in the average price per purchase
requests acquired and a decline in spending with third parties who direct search queries to our Web sites. The increase in maintenance, depreciation and amortization of computer equipment and software was primarily related to the equipment and
software associated with the full launch of MyRide.com. The increase in data and content and hosting services fees is related to fees paid to third parties primarily in connection with
MyRide.com. The increase in personnel cost is primarily due to increase in head count.

Sales and Marketing. Sales and marketing expense includes costs for developing our
brand equity and personnel and other costs associated with dealer sales, CRM sales, Web site advertising sales, and dealer training and support. The increase in sales and marketing expense in the third quarter of 2007 compared to the third quarter
of 2006 was primarily due to a $0.4 million increase in personnel and related costs and a $0.3 million in advertising costs. The increase in personnel and related costs was primarily due to an increase in headcount and completion of relocation of
certain employees to our corporate headquarters. The increase in advertising was associated with the full launch of MyRide.com.

Product and Technology Development.Product and technology development 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. The
decrease in product and technology development expense in the third quarter of 2007 compared to the third quarter of 2006 was primarily due to a $0.3 million decrease in consulting fees.

General and Administrative. General and administrative expense consists of executive, financial and legal expenses and costs related to being a
public company. The decrease was primarily due to:



| |  |  | a decrease in legal fees of $3.0 million primarily associated with enforcing our intellectual property rights in 2006,
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | a decrease in professional fees to consultants and temporary personnel of $0.6 million due to replacement with full time employees, and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a decrease in various other costs totaling $0.2 million.
| | - |  | --------------------------------------------------------

Amortization of Intangibles. The decrease in amortization of intangibles of $0.3 million in the third quarter of 2007 compared to the third quarter of 2006 was associated with certain intangible assets
being fully amortized.

Interest and Other Income. The increase in interest and other income of $0.2 million in the third
quarter of 2007, compared to the third quarter of 2006 was primarily due to the recognition of amortization of the deferred gain on the Dealix settlement. (See Overview for further details).

Income Taxes. We recorded an immaterial amount as provision for state income taxes in the third quarter of 2007 compared to a provision for
state income taxes of $0.1 million in the third quarter of 2006.



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##### Table of Contents

Minority Interest. Minority interest represents the portion of Autobytel.Europes net
income allocable to Autobytel.Europes other shareholder. In February 2007, Autobytel.Europe was dissolved.

Nine Months Ended September 30,
2007 Compared to Nine Months Ended September 30, 2006

Revenues by groups of similar services were as follows:



|               |  |                                |        |                |   |        |  |   |       |   |  |    |   
|-------------- |  | ------------------------------ | ------ | -------------- | - | ------ |  | - | ----- | - |  | -- | --
|               |  | Nine Months EndedSeptember 30, |        | Change         |  
|               |  | 2007                           |        | 2006           |   | $      |  |   | %     |  
|               |  |                                |        | (in thousands) |   |        |  |   |       |  
|Revenues:      |  |                                |        |                |   |        |  |   |       |   |  |    |   
|Lead fees      |  | $                              | 51,485 |                | $ | 52,209 |  | $ | (724  | ) |  | (1 | )%
|Advertising    |  |                                | 13,971 |                |   | 12,385 |  |   | 1,586 |   |  | 13 | % 
|CRM services   |  |                                | 7,768  |                |   | 8,360  |  |   | (592  | ) |  | (7 | )%
|Other          |  |                                | 614    |                |   | 592    |  |   | 22    |   |  | 4  | % 
|               |  |                                |        |                |   |        |  |   |       |   |  |    |   
|Total revenues |  | $                              | 73,838 |                | $ | 73,546 |  | $ | 292   |   |  |   | % 
|               |  |                                |        |                |   |        |  |   |       |   |  |    |   

Lead Fees.Our lead fees are influenced by numerous factors, including but not limited to,
purchase request volume, mix between purchase requests delivered to retail dealers and enterprise dealers, pricing and general market conditions. The decrease was primarily due to a 4% decline in the number of purchase requests delivered to both our
retail and enterprise dealers from 2.4 million in the nine months ended September 30, 2006 to 2.3 million in the nine months ended September 30, 2007. This decline was partially offset by deferred revenue of $1.3 million that was
recognized under a multiple-element arrangement upon delivery of all services in the nine months ended September 30, 2007 and an increase of approximately 12% in the average sales price per finance request delivered.

Advertising.The increase was primarily due to automotive manufacturers increasing their spending with our Web site properties, offset by a
decline in their spending with our direct marketing program.

CRM Services.The decrease was primarily due to a $0.3 million decline
in each of fees from Web Control products and fees from data extraction service through ADS. The decline in fees from Web Control products was primarily due to the expiration of an exclusive agreement during the nine months ended September 30,
2006 with an automotive manufacturer to provide the Web Control product to its franchisees contributing to a decline in the number of customers using Web Control from approximately 2,610 at September 30, 2006 to approximately 2,500 at
September 30, 2007, partially offset by a 9% increase in the average fee per customer. The decrease in fees from ADS was primarily due to a decline in the number of customers using ADS.

Other.Other revenue during the nine months ended September 30, 2007 remained flat when compared to the nine months ended September 30,
2006.



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##### Table of Contents

Cost and expenses were as follows:



|                                   |  |                                |        |        |                |   |        |  |   |         |   |  |     |   
|---------------------------------- |  | ------------------------------ | ------ | ------ | -------------- | - | ------ |  | - | ------- | - |  | --- | --
|                                   |  | Nine Months EndedSeptember 30, |        | Change |               
|                                   |  | 2007                           |        |        | 2006           |   | $      |  |   | %       |  
|                                   |  |                                |        |        | (in thousands) |   |        |  |   |         |  
|Costs and expenses:                |  |                                |        |        |                |   |        |  |   |         |   |  |     |   
|Cost of revenues                   |  | $                              | 39,311 |        |                | $ | 36,767 |  | $ | 2,544   |   |  | 7   | % 
|Sales and marketing                |  |                                | 17,603 |        |                |   | 17,670 |  |   | (67     | ) |  |    | % 
|Product and technology development |  |                                | 15,152 |        |                |   | 14,521 |  |   | 631     |   |  | 4   | % 
|General and administrative         |  |                                | 21,102 |        |                |   | 28,759 |  |   | (7,657  | ) |  | (27 | )%
|Amortization of intangibles        |  |                                | 422    |        |                |   | 921    |  |   | (499    | ) |  | (54 | )%
|Patent litigation settlement       |  |                                | (9,899 | )      |                |   |       |  |   | (9,899  | ) |  |    | % 
|                                   |  |                                |        |        |                |   |        |  |   |         |   |  |     |   
|Total costs and expenses           |  | $                              | 83,691 |        |                | $ | 98,638 |  | $ | (14,947 | ) |  | (15 | )%
|                                   |  |                                |        |        |                |   |        |  |   |         |   |  |     |   

Cost of Revenues.The increase was
primarily due to a $0.9 million increase in TAC, a $0.6 million increase in data and content and hosting services fees, a $0.8 million increase in maintenance, depreciation and amortization of computer equipment and software and a $0.2 million
increase in personnel and related costs. The increase in TAC was primarily due to an increase in the average price per purchase requests acquired, partially offset by a decline in spending with third parties who direct search queries to our Web
sites. The increase in data and content and hosting services fees is related to fees paid to third parties primarily in connection with MyRide.com. The increase in maintenance,
depreciation and amortization of computer equipment and software was primarily related to the equipment and software associated with the full launch of MyRide.comTM. The increase in personnel cost is primarily due to increase in head count.

Sales and Marketing. Sales and
marketing expense during the nine months ended September 30, 2007 remained flat when compared to the nine months ended September 30, 2006.

Product and Technology Development.The increase was primarily due to an increase of $0.9
million in computer equipment and software maintenance and amortization costs primarily related to the full launch of MyRide.com and an increase of $0.5 million in personnel costs
primarily due to an increase in head count. These increases were partially offset by a $0.4 million decrease in professional fees and a $0.4 million decrease in various other costs.

General and Administrative. The decrease was primarily due to:



| |  |  | a decrease in legal fees of $7.7 million, of which $5.7 million was associated with enforcing our intellectual property rights and $2.0 million related to other
legal matters, and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a decrease in professional fees to consultants and temporary personnel of $2.1 million due to replacement with full time employees.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------

These decreases were partially offset by an increase of:



| |  |  | $1.0 million in costs associated with the settlement of the Stoneage litigation,
| | - |  | --------------------------------------------------------------------------------



| |  |  | $0.3 million in personnel related costs,
| | - |  | ----------------------------------------



| |  |  | $0.2 million in professional fees paid to third party research and survey companies,
| | - |  | ------------------------------------------------------------------------------------



| |  |  | $0.2 million in bad debt expense and credit collection fees, and
| | - |  | ----------------------------------------------------------------



| |  |  | $0.4 million in various other costs.
| | - |  | ------------------------------------

Amortization of Intangibles. The decrease in amortization of intangibles of $0.5 million in the nine months ended September 30, 2007 compared to the same period in 2006 was associated with certain intangible assets being
fully amortized.

Patent Litigation Settlement Patent litigation settlement represents the gain on the Dealix litigation settlement.
(See Overview for further details).

Interest and Other Income. The increase in interest and other income was
primarily due to the recognition of amortization of the deferred gain on the Dealix settlement. (See Overview for further details).



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##### Table of Contents

Minority Interest. Minority interest represents the portion of Autobytel.Europes net
income allocable to Autobytel.Europes other shareholder. In February 2007, Autobytel.Europe was dissolved.

Income
Taxes. We recorded an immaterial amount as provision for state income taxes for the first nine months of 2007 compared to a provision for state income taxes of $0.1 million for the first nine months of 2006.

Stock Options Granted in 2007

During the nine months
ended September 30, 2007, we granted stock options to purchase 749,167 shares of common stock under our 1999 Employee and Acquisition Related Stock Option Plan and our 2006 Inducement Stock Option Plan, including performance based-options to
purchase 16,667 shares of common stock granted to Monty A. Houdeshell. In addition, during the nine months ended September 30, 2007, performance based-options to purchase 200,000 shares of common stock were deemed to be granted to James E.
Riesenbach under SFAS No. 123(R). The stock options were granted at our common stock closing price on the dates of award.

To induce
Mr. Riesenbach to join us as Chief Executive Officer and President, 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, as of March 20, 2006. The remaining 400,000 options are
performance-based awards where the future performance criteria were to be defined at a future date. As such, in accordance with SFAS No. 123(R), the awards were not considered granted until such time that the performance criteria have been
defined and were not included in outstanding options in prior periods.

To induce Mr. Houdeshell to join us 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 No. 123(R) as of January 30, 2007. The remaining 50,000 options are performance-based awards where the future performance criteria were to be defined at a future date. As such, in
accordance with SFAS No. 123(R), the awards are not considered granted until such time that the performance criteria have been defined and were not included in outstanding options in prior periods.

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 and 16,667 performance-based options held by Mr. Houdeshell. The performance criteria are based upon the attainment by us of certain revenue, earnings before income taxes, depreciation and amortization
(EBITDA) and strategic goals. Therefore, the total awards of 216,667 were deemed granted as of July 17, 2007 and are included in the outstanding options for the three and nine months ended September 30, 2007. We also began recognizing
compensation expense for these awards on that date.

As of September 30, 2007, excluding the remaining 233,333 performance-based
options, we had outstanding stock options to purchase 8,985,454 shares of common stock and potential employee stock purchase plan awards to purchase shares of common stock.

Employees

As of October 31, 2007, we had a total of 339 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 increased by $6.2 million, to $30.9 million at September 30, 2007 compared to $24.7 million at December 31, 2006. The increase was primarily related to proceeds from the settlement of patent litigation, proceeds from the sale
of certain assets and liabilities of our AIC operations and substantially all the assets and certain liabilities of our RPM business, and issuances of common stock in connection with the exercise of employee stock options and pursuant to our
employee stock purchase plan, offset in part by cash paid for purchases of property and equipment, including capitalized costs of $6.4 million associated with the development of MyRide.com. We do not expect the dispositions of our RPM business and AIC operations to materially impact our future cash flow.

Our domestic cash and cash equivalents totaled $28.3 million as of September 30, 2007 compared to domestic cash, cash equivalents and short-term investments of $25.7 million as of December 31, 2006.



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In December 2006, we entered into a settlement agreement with Dealix. The settlement agreement, which was
approved by the court in March 2007, provides that Dealix will pay us a total of $20.0 million in settlement payments, $12.0 million of which was paid to us on March 13, 2007, with the remainder to be paid out in installments of approximately
$2.7 million on the next three annual anniversary dates of the initial payment. The remaining payments subsequent to the initial payment are guaranteed by WP Equity Partners, Inc., a Warburg Pincus affiliate.

In November 2007, we sold all our ownership interest in our Japanese licensee for approximately $4.0 million. The carrying amount of our investment in
the Japanese licensee was zero as of September 30, 2007. In connection with the sale, we amended the license agreement for certain intellectual property with such licensee effective April 1, 2008 to a perpetual royalty free license
agreement.

Net Cash Used In Operating Activities

Net cash used in operating activities was $2.3 million and $14.6 million for the nine months ended September 30, 2007 and 2006, respectively. Net cash used in operating activities for the nine months ended
September 30, 2007 resulted primarily from a net loss of $2.4 million for the period, a $2.2 million decrease in accounts payable and accrued expenses, a $0.6 million decrease in deferred revenues, a $0.3 million increase in prepaid expenses
and other current assets and other assets, partially offset by a $1.4 million increase in other liabilities and $1.8 million in net non-cash charges. The decrease in accounts payable and accrued expenses was primarily due to timing of when our
vendors are paid and payments of professional fees incurred related to enforcing our intellectual property rights. The decrease in deferred revenues is primarily due to decline in delivery of advertising, which we expect to continue into the fourth
quarter of 2007. The increase in prepaid expenses and other current assets and other assets and the increase in other liabilities were primarily due to the patent litigation settlement discussed above.

Net cash used in operating activities for the nine months ended September 30, 2006 resulted primarily from the net loss of $24.2 million for the
period and a $1.6 million decrease in deferred revenues, which was partially offset by a $2.7 million increase in accounts payable and accrued expenses as well as non-cash charges. The decrease in deferred revenue was primarily due to revenue
recognized for our services provided to our customers participating in our car buying referral networks and customers who use our automotive marketing data and technology through our AIC division, offset by the deferral of revenue related to the
multiple-element arrangement mentioned earlier. The increase in accounts payable and accrued expenses was primarily due to professional fees incurred associated with enforcing our intellectual property rights, implementation of certain strategic
initiatives and relocation of certain newly hired employees to our corporate office.

Net Cash Provided By Investing Activities

Net cash provided by investing activities was $5.7 million and $3.7 million for the nine months
ended September 30, 2007 and 2006, respectively. Cash provided by investing activities for the nine months ended September 30, 2007 was primarily due to proceeds received from the sale of certain assets and liabilities of the AIC
operations and substantially all of the assets and certain liabilities of our RPM business, maturity of a short-term investment, and a cash distribution from Autobytel.Europe, partially offset by the purchases of property and equipment and
capitalized internal use software in connection with the development of MyRide.com. Cash provided by investing activities for the nine months ended September 30, 2006 was related to
the maturity of investments in government sponsored agency bonds, offset by purchases of short-term investment in commercial paper and purchases of property and equipment.

Net Cash Provided By Financing Activities

Net cash provided by financing activities was $2.1 million
and $1.1 million for the nine months ended September 30, 2007 and 2006, respectively. Cash provided by financing activities for the nine months ended September 30, 2007 was due to 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 shareholder. Cash provided by financing activities for the nine months ended
September 30, 2006 was due to proceeds received from the issuance of common stock in connection with the exercise of stock options and pursuant to our employee stock purchase plan.

Prospective Capital Needs

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 could have a material impact on our business, results of operations or financial condition.

Although we forecast and budget cash requirements, assumptions underlying the estimates may change and could have a material impact on our cash
requirements. If capital requirements vary materially from those currently planned, we may require additional financing sooner than anticipated. Although we believe the capital markets would be available to us, we have no commitments for any
additional financing, and there can be no assurance that any such commitments can be obtained on favorable terms, if at all.



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Although we believe that we have sufficient capital to fund our activities for at least the next
12 months, our future capital requirements may vary materially from those now planned. We anticipate that the amount of capital we will need in the future will depend on many factors, including but not limited to:



| |  |  | The level of expenditures required to implement certain strategic initiatives, including enhancements to MyRide.comTM;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | Planned future growth, infrastructure and facility needs;
| | - |  | ---------------------------------------------------------



| |  |  | Changes in our compensation policies;
| | - |  | -------------------------------------



| |  |  | The level of exercises of stock options and stock purchases under our employee stock purchase plan;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | Our competitors responses to our products and services;
| | - |  | --------------------------------------------------------



| |  |  | Our relationships with suppliers and customers;
| | - |  | -----------------------------------------------



| |  |  | The level of expenditures on marketing and advertising, including the cost of contractual arrangements with Internet portals, online information providers and other
referral sources;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The level of expenditures on product and technology development;
| | - |  | ----------------------------------------------------------------



| |  |  | The level of expenditures for general and administrative matters, including compliance with the Sarbanes-Oxley Act of 2002;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | Costs of enforcing our intellectual property rights;
| | - |  | ----------------------------------------------------



| |  |  | Any license fees obtained for our intellectual property, including in connection with enforcing our intellectual property rights;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | The level of advertising spent by our customers on our Web properties and advertising network;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | The ability to increase the volume of purchase requests and finance requests and transactions related to our Web sites;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | The amount and timing of cash collection and disbursements;
| | - |  | -----------------------------------------------------------



| |  |  | The cash portion of acquisition transactions and joint ventures; and
| | - |  | --------------------------------------------------------------------



| |  |  | Costs of ongoing legal matters and any adverse judgments resulting from such legal matters.
| | - |  | -------------------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

In conjunction with
the sale of RPM, we provided indemnifications to Call Command relating to pre-closing tax obligations of RPM and other unknown pre-closing obligations. The term of the indemnification for the pre-closing tax obligations is based on the statute of
limitation as set forth by the taxing authority. The term of the indemnification for other obligations ranges from 1 year to 2 years. The maximum obligation is the purchase price of the transaction. Since it is not possible to determine whether
there will be any obligations in the future or the amounts thereof, we cannot estimate the potential amount of future payments, if any, under these indemnification obligations. Therefore, no liability has been recorded.

From time to time, we enter into agreements in the ordinary course of business pursuant to which we agree to indemnify, hold harmless and reimburse the
indemnified party for losses suffered or incurred by it, which may include losses relating to intellectual property infringement claims. The term of these indemnifications may vary depending on the agreement. Other than the claim against AVV and us
discussed in Part II Item 1. Legal Proceedings herein, we currently have no knowledge of any other intellectual property infringement claim that would be subject to indemnification by us, nor can we estimate the maximum potential amount
of future payments under any such indemnification. Therefore, no liability has been recorded.



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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 September 15, 2007. The table below summarizes our obligation as of
September 30, 2007:



|                                      |  |                |      
|------------------------------------- |  | -------------- | -----
|                                      |  | (in thousands)
|Three months ending December 31, 2007 |  | $              | 175  
|2008                                  |  |                | 828  
|2009                                  |  |                | 293  
|                                      |  |                |      
|                                      |  | $              | 1,296
|                                      |  |                |      

Recent Accounting Pronouncements

In June 2006, FASB issued FIN 48 (As Amended) Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement
No. 109 which prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. FIN 48 requires that a company recognize the
financial statement effects of a tax position when there is a likelihood of more than 50 percent, based on the technical merits, that the position will be sustained upon examination. It also provides guidance on the derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition requirements for uncertain tax positions. We adopted the provisions of FIN 48 on January 1, 2007.

Upon adoption of FIN No. 48, we analyzed our filing positions for all open tax years in all U.S. federal and state jurisdictions where we are
required to file. At the adoption date of January 1, 2007, we had $0.5 million of unrecognized tax benefits. Of the total unrecognized tax benefits at the adoption date, the entire amount of $0.5 million was recorded as a reduction to deferred
tax assets, which caused a corresponding reduction in our valuation allowance of $0.5 million. To the extent such portion of unrecognized tax benefits is recognized at a time such valuation allowance no longer exists, the recognition would impact
our effective tax rate.

We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In general, we are no
longer subject to U.S. federal and state tax examinations for years prior to 2003. We do not believe there will be any material changes in our unrecognized tax positions over the next 12 months. Therefore, no reserves for uncertain income tax
positions have been recorded pursuant to FIN No. 48. In addition, we did not record a cumulative effect adjustment related to the adoption of FIN No. 48 and the adoption of FIN No. 48 did not have a material effect on our consolidated
financial position or results of operations.

Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as
a component of income tax expense. As of the date of adoption and September 30, 2007, we did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized in the three months
and nine months ended September 30, 2007.

In September 2006, the Financial Accounting Standards Boards (FASB)
Emerging Issues Task Force (EITF) reached a consensus on Issue No. 06-1, Accounting for Consideration Given by a Service Provider to a Manufacturer or Reseller of Equipment Necessary for an End-Customer to Receive Service from
the Service Provider. EITF 06-1 provides guidance on the accounting for consideration given to third party manufacturers or resellers of equipment which is required by the end-customer in order to utilize the service from the service provider.
EITF Issue No. 06-1 is effective for fiscal years beginning after June 15, 2007 and its adoption is not expected to have a material effect on our consolidated financial position or results of operations.

In September 2006, FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a frame work for
measuring fair value and expands disclosure about fair value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of adopting SFAS No. 157 on our consolidated financial
statements.

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 No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at
fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted provided the entity also elects to apply the provisions of SFAS No. 157. We are currently evaluating the impact of
adopting SFAS No. 159 on our consolidated financial statements.

In May 2007, the FASB issued FASB Staff Position (FSP)
FIN 48-1, Definition of Settlement in FASB Interpretation No. 48. FSP FIN 48-1 provides guidance on how to determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax
benefits. FSP FIN 48-1 is effective retroactively to January 1, 2007. The implementation of FSP FIN 48-1 did not have a material impact on our consolidated financial position or results of operations.



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##### Table of Contents

|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 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.



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

As
described more fully in our Managements Report On Internal Control Over Financial Reporting set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2006, and this assessment identified internal control deficiencies that individually or collectively constituted a material weakness in our internal control over financial reporting.
Management currently is implementing certain remedial measures identified in Part II Item 9A Controls and Procedures of our Annual Report on Form 10-K for the year ended December 31, 2006, and intends to implement the remaining
remedial measures during the course of 2007. While this implementation is underway, we are relying on additional manual procedures and the utilization of outside accounting professionals to assist us with meeting the objectives otherwise fulfilled
by an effective control environment. While we are implementing changes to our control environment, there remains a risk that the transitional procedures on which we are currently relying will fail to be sufficiently effective to address the internal
control deficiencies identified in Managements Report On Internal Control Over Financial Reporting. Please see Part II Item 1A. Risk FactorsOur internal controls and procedures need to be improved.

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. Because of the internal control deficiencies included in Managements Report On Internal Control Over Financial Reporting, 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 not 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. Notwithstanding the material weakness, 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.



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##### Table of Contents

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 February 19, 2003, the District Court denied the Companys motion to dismiss the complaint. 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.

Prior to the Second Circuits December 5, 2006 ruling, the majority of issuers, including the Company, and their insurers had
submitted a settlement agreement to the District Court for approval. In light of the Second Circuit opinion, the parties agreed that the settlement could not be approved. On September 25, 2007, the District Court approved a stipulation filed by
the plaintiffs and the issuers terminating the proposed settlement. 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. On September 27, 2007, the plaintiffs filed a motion for class certification in the six focus cases. If the plaintiffs are successful in obtaining
class certification, they are expected to amend the complaint against the Company and the other non-focus case issuers in the same manner that they amended the complaints against the focus case issuers and to seek certification of a class in the
Companys case. 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. The plaintiffs now plan to replead their complaints and move for class certification again. 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
February 19, 2003, the District Court dismissed Autowebs motion to dismiss the complaint. 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.

Prior to the Second
Circuits December 5, 2006 ruling, the majority of issuers, including Autoweb, and their insurers had submitted a settlement agreement to the District Court for approval. In light of the Second Circuit opinion, the parties agreed that the
settlement could not be approved. On September 25, 2007, the District Court approved a stipulation filed by the plaintiffs and the issuers terminating the proposed settlement. 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. On September 27, 2007, the



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plaintiffs filed a motion for class certification in the six focus cases. If the plaintiffs are successful in obtaining class certification, they are
expected to amend the complaint against Autoweb and the other non-focus case issuers in the same manner that they amended the complaints against the focus case issuers and to seek certification of a class in Autowebs case. Due to the inherent
uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter. The Company cannot predict whether Autoweb will be able to renegotiate a settlement that complies with the Second Circuits mandate. The
plaintiffs now plan to replead their complaints and move for class certification again. If Autoweb 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
Autowebs insurance coverage, or whether such damages would have a material impact on the Companys 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 as of September 30, 2007.

In addition, certain current and former directors and certain former
officers of ours are defendants in a derivative suit pending in the Superior Court of Orange County, California, and we are named as a nominal defendant in this suit. This suit purports to allege that the defendants breached numerous duties to us,
including breach of fiduciary duty and misappropriation of information, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment, as well as violations of California Corporations Code 25402 (trading with material
non-public information), and that these breaches and violations caused losses to us, including damages to our reputation and goodwill. Plaintiffs claims are based on allegations that the defendants disseminated false and misleading statements
concerning our results of operations and that these results were inflated at all relevant times due to violations of generally accepted accounting principles and SEC rules. The parties negotiated a settlement of the action and submitted it for court
approval in November 2006. The court has held a series of status conferences since the settlement was submitted, and a further status conference to discuss the settlement was held on April 25, 2007. At that status conference, the court
preliminarily approved the settlement, and requested that an order be prepared and submitted for such preliminary approval. A final settlement hearing was held on September 26, 2007, and the court approved the settlement and signed the Final
Order and Judgment Approving Settlement. We have not recorded a liability against this claim as of September 30, 2007 because the settlement was covered by insurance.

On October 21, 2005, Autobytel received a complaint as well as a demand for arbitration/statement of claim filed by certain former shareholders of
Stoneage Corporation (Stoneage). The complaint was filed in the Central District of California and names us as well as certain current and former officers and directors as defendants. The demand for arbitration was filed with the
American Arbitration Association and names the same group of defendants. The allegations and claims in both of these matters are virtually identical and stem from the acquisition of Stoneage by us on April 15, 2004. Both the complaint and
demand for arbitration contain causes of action for: breach of the acquisition agreement, breach of the registration rights agreement, violations of California Corporations Code Sections 25401 and 25501, violations of California Corporations Code
Sections 25400 and 25500, fraud, negligent misrepresentation, fraudulent concealment, and violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The demand for arbitration also contains a
cause of action for violation of Section 17(a) of the Securities Act of 1933. The complaint and demand for arbitration seek unspecified damages and attorneys fees and costs, as well as rescission and punitive awards. The defendants have
not responded to either the complaint or demand for arbitration. On November 29, 2005, the parties requested that the arbitration be stayed, and on February 8, 2006, the plaintiffs dismissed the complaint without prejudice. On May 2,
2007, the parties tentatively agreed to a settlement in principle, and a settlement agreement was negotiated and fully executed in September 2007. We recorded a liability of $1.0 million against this claim as of March 31, 2007. Payments in
accordance with the settlement agreement were made by us and our insurer in October 2007.

In August 2007, AVV, Inc. 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 and AVV are 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.

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.



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##### Table of Contents

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

In addition to
the factors discussed in the Overview and Liquidity and Capital Resources sections of Part I Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly
Report on Form 10-Q, the following additional factors may affect our future 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. If we are unable to achieve profitability in the future and we continue to lose money, our operations will not be financially viable.

Because of the relatively recent emergence of the Internet-based vehicle information and shopping industry, our senior executives do not have long-term
experience in the 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 $188.5 million and $186.1 million as of September 30, 2007 and
December 31, 2006, respectively.

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,
| | - |  | ----------------------------------------------------------------------



| |  |  | 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,
| | - |  | -------------------------------------------------------------------



| |  |  | 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.

Our internal controls and procedures need to be improved.

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 December 31, 2006, 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 a material weakness in our internal control over financial
reporting as of December 31, 2006. The material weakness relates to not having a sufficient complement of personnel with the appropriate level of accounting knowledge, experience and training in the application of generally accepted accounting
principles



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commensurate with our financial reporting which contributed to an individual material weakness in accounting for accrued liabilities and related fixed assets
and prepaid expense accounts. Further, the material weakness identified resulted in an adverse opinion by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting as of December 31,
2006.

If we are unable to substantially improve our internal control over financial reporting, our ability to report our financial results
on a timely and accurate basis could be adversely affected. 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 Securities and Exchange Commission, 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. Please see Part II
Item 9A. Controls and Procedures of our Annual Report on Form 10-K for the year ended December 31, 2006 for more information regarding the measures we have commenced to implement, and which we intend to implement during the course
of 2007, which are designed to remediate such deficiencies in our internal controls described in our Managements Report on Internal Control Over Financial Reporting set forth on page F-2 of our Annual Report on Form 10-K for the
year ended December 31, 2006. The costs of remediating such deficiencies in our internal controls could adversely affect our financial condition and the results of operations. In addition, even after remedial measures discussed in Part II
Item 9A. Controls and Procedures of our Annual Report on Form 10-K for the year ended December 31, 2006 are fully implemented, 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 are
currently involved in ongoing legal matters that, until resolved and unless resolved on terms that are favorable to us, could materially and adversely affect our financial condition, results of operations, and cash flow.

We are involved in a number of legal matters and until all such matters are resolved, we could incur substantial expenses in connection with such matters,
including substantial fees for attorneys and other professional advisors. In addition, unless the matters are resolved on terms that are favorable to us, we could incur substantial expenses in connection with such matters, which may include costs
associated with any negative judgments or awards. These expenses could materially and adversely affect our financial condition, results of operations, and cash flows.

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.

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.comTMWeb 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.comTMWeb site in October 2007 and
expect to launch other products and services over the course of the next twelve months. 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



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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 of dealer territories 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 or 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.

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 for purchasing vehicles throughout the purchasing process. 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



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industries. The market for Internet-based commercial services is relatively new. Competition continued to intensify in 2006 as key competitors continued to
pursue 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 which maintain
similar commercial 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 with vehicle dealers. Such companies, 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. The Web Control product competes with products from companies such as Reynolds and Reynolds and The Cobalt Group.

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,
| | - |  | ----------------------------



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



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



| |  |  | 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 Web 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,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 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.

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 summer of 2005, 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. 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 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 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 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.



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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 and financial condition.

If any of our
advertising relationships with manufacturers terminates, our revenues would decrease.

We depend on a number of automotive
manufacturer relationships for substantially all of our advertising revenues. The termination of any of these relationships 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 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 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 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.



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If federal or state franchise 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 is 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 states in a manner which undermines the programs attractiveness 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 carryforwards 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,
| | - |  | -------------------------------------------------------------------------------------------------------------



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| |  |  | 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,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



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



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

Government regulations 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 CRM systems 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 and CRM systems, 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.

With the exception of the ADS production servers and certain related systems, our
production Web sites and certain systems, including MyRide.com, Autobytel.com®, Autoweb.com®, CarSmart.com®, AutoSite.com®, Car.com®, Finance.Car.com and AVV.com, are currently hosted at secure third-party hosting facilities. We host the ADS production servers at a company owned facility.



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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.

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 limited 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. 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.



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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 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 of our
intellectual property and proprietary rights could impair our competitive position.

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 in every country in which 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 or infringement or invalidity. We filed one such lawsuit to protect one of our patents and have since
entered into a settlement agreement relating thereto. Future litigation, even if successful, could



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result in substantial costs and diversion of 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 1. 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 information 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. 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 1. 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 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.

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 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



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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
|------- | --------



|      |  |                                                                                                                                                                                                                                                                 
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.1  |  | First Amendment to Employment Agreement, dated as of July 19, 2007, between the Company and Ariel Amir is incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 20, 2007.
|      | 
|10.2  |  | Letter agreement, dated July 30, 2007, between the Company and Russell Bartlett is incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 3, 2007.                      
|      | 
|*31.1 |  | Chief Executive Officer Section 302 Certification of Periodic Report, dated November 9, 2007.                                                                                                                                                                   
|      | 
|*31.2 |  | Chief Financial Officer Section 302 Certification of Periodic Report, dated November 9, 2007.                                                                                                                                                                   
|      | 
|*32.1 |  | Chief Executive Officer and Chief Financial Officer Section 906 Certification of Periodic Report, dated November 9, 2007.                                                                                                                                       

---

|* | Filed herewith.
|- | ---------------



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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. HoudeshellMonty A. HoudeshellExecutive Vice President and Chief Financial Officer(Duly Authorized Officer and Principal Financial Officer)


Date: November 9, 2007



By:

/s/    Jill C. RichlingJill C. RichlingVice President and Controller(Principal Accounting Officer)




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EXHIBIT INDEX



|      |  |                                                                                                                                                                                                                                                                 
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.1  |  | First Amendment to Employment Agreement, dated as of July 19, 2007, between the Company and Ariel Amir is incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 20, 2007.
|      | 
|10.2  |  | Letter agreement, dated July 30, 2007, between the Company and Russell Bartlett is incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 3, 2007.                      
|      | 
|*31.1 |  | Chief Executive Officer Section 302 Certification of Periodic Report, dated November 9, 2007.                                                                                                                                                                   
|      | 
|*31.2 |  | Chief Financial Officer Section 302 Certification of Periodic Report, dated November 9, 2007.                                                                                                                                                                   
|      | 
|*32.1 |  | Chief Executive Officer and Chief Financial Officer Section 906 Certification of Periodic Report, dated November 9, 2007.                                                                                                                                       

---

|* | Filed herewith.
|- | ---------------



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