Autobytel Signs Agreement to Acquire Autoweb

Combination to Provide a Broad Range of Marketing, Management, and Content

Services to Automotive Retailers and Manufacturers; $100 Million in Combined

Revenues Projected for 2001



Apr 11, 2001, 01:00 ET from Autobytel

    IRVINE, Calif., and SANTA CLARA, Calif., April 11 /PRNewswire/ --
 Autobytel (Nasdaq:   ABTL) and Autoweb (Nasdaq:   AWEB) today announced an
 agreement by which Autobytel will acquire Autoweb in a tax-free merger.  The
 combination will create a platform of over 7,000 dealer customers, twenty-four
 international automotive manufacturer customers and over two million unique
 visitors per month.  The combined company is projected to have revenues of
 over $100 million per year.  As part of the transaction, Autoweb stockholders
 will receive 0.3553 shares of Autobytel common stock for each share of Autoweb
 common stock.  Outstanding Autoweb options will be assumed and become options
 for Autobytel shares, subject to the share exchange ratio.
     "We believe this combination provides strategic and financial benefits to
 both groups of shareholders.  Our combined strengths will allow us to extend
 our number one market share further while broadening our customer base," said
 Mark Lorimer, Autobytel's President and CEO.  "We plan to leverage our
 relationships with twenty-four of the twenty-six auto manufacturers, our
 expanded 7,000-strong dealer network, and our twenty-six international
 strategic investors on four continents, to provide a broad range of marketing,
 management and content services to help automotive retailers and manufacturers
 meet the challenges and opportunities presented by e-commerce."
     Under the newly combined company, AIC (Automotive Information Center), a
 division of Autoweb, will continue to provide the industry with leading
 content, data, and technology, including significant commercial relationships
 with global automotive manufacturers.  Boston-based AIC has, for nearly
 20 years, been providing accurate, timely and comprehensive information to
 vehicle manufacturers, large dealer groups and major web destinations.
     "Merging the AIC capabilities with those of Autobytel is expected to save
 data and content licensing costs and add a key element to our future business
 strategy, an important part of which is predicated on providing data, content,
 technology, and information services to automotive marketers on a global
 basis," said Lorimer.
     "We believe the power of the Autobytel and Carsmart brands, combined with
 Autoweb's strong relationships with leading portals and key affiliates, will
 allow the combined company to become the industry standard for automotive
 research information with the largest audience of online automotive shoppers,"
 said Dean DeBiase, Chairman of Autoweb."
     "During the last several months, we have made substantial progress in
 cost-cutting and efficiency initiatives to accelerate our profitability goal,"
 said Jeffrey Schwartz, CEO of Autoweb.  "This deal, combined with substantial
 expenditure reductions in our portal agreements, can enable us to realize
 integration synergies on the expense side of our new company."  Autoweb's
 recent restructuring of its marketing agreements with its portal partners is
 expected to reduce future obligations through 2003 by $40 million.  For Q2
 through Q4 2001, these year-over-year expenses are expected to be reduced by
 over $15 million."
     The closing of the deal is subject to customary conditions including both
 regulatory approvals and shareholder approval of both parties.  Lorimer will
 remain as President and CEO, Michael Fuchs will remain as Chairman, and
 Jeffrey Schwartz will join as Vice Chairman of the combined company.  Pursuant
 to the merger agreement signed today, Autobytel agreed to elect two designees
 of Autoweb to the company's board of directors upon consummation of the
 transaction.
     "We are extremely excited about adding Jeffrey to our executive management
 team," said Lorimer.  "Jeffrey's first order of business is to lead the
 integration efforts.  Clearly, he has the experience to assist us in realizing
 the promise this combination offers, while preserving the strong Autoweb brand
 position and dealer and industry relationships."
     The newly combined entity will trade under Nasdaq:   ABTL.  Upon completion
 of the transaction, the combined entity will change its name to Autobytel,
 Inc., reflecting its ownership of multiple online brands, including Autobytel,
 Autoweb, Carsmart, Autosite and Dealersites, as well as AIC.
     Lehman Brothers is acting as sole financial advisor to Autobytel in
 connection with the transaction.
     In conjunction with this release there will be a conference call broadcast
 live over the Internet today, April 11, 2001 at 4:30 PM EDT.  Links to the web
 cast conference will be announced later today.
 
     About autobytel.com inc.
     autobytel.com inc. (Nasdaq:   ABTL), the global leader in online automotive
 commerce, brings car buyers, owners, and sellers together in a trusted
 environment, empowered by the Internet.  Through its extensive automotive
 content and multiple purchasing, financing, insurance and service options,
 Autobytel offers consumers choice and peace of mind throughout the automotive
 lifecycle, while providing its network of accredited dealers and automotive
 services partners the most efficient way to reach online car buyers and
 owners.  Autobytel and its wholly-owned subsidiary, A.I.N. Corporation
 (Carsmart), have a network of dealers nationwide and are the seventh largest
 generator of automotive sales in the United States, just behind GM, Ford,
 DaimlerChrysler, Toyota, Honda and Nissan.  Autobytel has been ranked #1 in
 Dealer Satisfaction with Online Buying Services for three years in a row by
 J.D. Power and Associates. (1) Autobytel's low-cost, no-haggle car-buying
 program is available in the U.S., Canada (www.autobytel.ca), the United
 Kingdom (www.autobytel.co.uk), Sweden (www.autobytel.se), Netherlands
 (www.autobytel.nl), Japan (www.autobytel-japan.com), Australia
 (www.Autobytel.au) and Spain (www.autobytel.es).  Headquartered in Irvine,
 California, Autobytel is recognized as the company that transformed the
 $1 trillion new car industry when it invented online car buying.
     (1)J.D. Power and Associates 1998 - 2000 Dealer Satisfaction With Online
 Buying Services Studies(SM).  2000 study conducted among dealership Internet
 specialists who completed 2,144 evaluations of individual services.
 www.jdpower.com.
 
     About Autoweb
     Autoweb is a leading automotive Internet service, guiding users through
 every stage of vehicle ownership.  Through its direct and referral commerce
 channels, Autoweb offers consumers a variety of ways to purchase new and used
 vehicles in conjunction with vehicle manufacturers, local Member Dealers and
 other commerce partners.  Autoweb's site also provides consumers with a wide
 range of automotive-related products to support the complete lifecycle of the
 vehicle, including finance, insurance and maintenance.  Autoweb features
 comprehensive, unbiased research from its AIC division.  Autoweb also
 continues to set the standard in the business-to-business marketplace by
 providing web sites with advanced technology to view automotive information,
 and accurate and reliable automotive data and content.  Currently, major
 automobile manufacturers, including BMW, DaimlerChrysler, Ford, General
 Motors, Honda and Toyota, use Autoweb's automotive data to power their sites.
 The major consumer portals also use Autoweb's content and technology,
 including AOL, Lycos, and MSN Carpoint.  AIC AutoSuite is highly configurable
 for any individual AIC customer, as the interface can match any look and feel,
 while vehicles (both target and competitor) and specific features can be
 limited to any selection desired. For more information, please visit
 http://www.Autoweb.com and http://www.autosite.com.
 
     The statements contained in this press release that are not historical
 facts are forward-looking statements under the federal securities laws.  These
 forward-looking statements, including statements about projected revenues and
 expense savings, are not guarantees of future performance and involve certain
 risks, uncertainties and assumptions that are difficult to predict.  Actual
 outcomes and results may differ materially from what is expressed in, or
 implied by, such forward-looking statements.  Autobytel and Autoweb undertake
 no obligation to update publicly any forward-looking statements, whether as a
 result of new information, future events or otherwise.  Among the important
 factors that could cause actual results to differ materially from those
 expressed in, or implied by, the forward-looking statements are changes in
 general economic conditions, increased or unexpected competition, the failure
 to realize anticipated synergies, costs related to the proposed merger,
 failure to obtain required stockholder or regulatory approvals or the merger
 not closing for any other reason, failure of the combined company to retain
 and hire key employees, difficulties in successfully integrating the parties'
 businesses and technologies and other matters disclosed in Autobytel's and
 Autoweb's filings with the Securities and Exchange Commission.  Investors are
 strongly encouraged to review both companies' annual reports on Form 10-K for
 the year ended December 31, 2000, and other reports on file with the
 Securities and Exchange Commission for a discussion of risks and uncertainties
 that could affect operating results and the market price of the companies'
 stock.
 
     Additional Information and Where to Find It.
     Autobytel plans to file a registration statement on Form S-4 in connection
 with the proposed transaction and Autobytel and Autoweb expect to mail a joint
 proxy statement/prospectus to the stockholders of Autobytel and Autoweb
 containing information about the proposed transaction.  Investors and
 securityholders are advised to read the joint proxy statement/prospectus
 regarding the potential transaction referred to above, when it becomes
 available, because it will contain important information.  The registration
 statement will be filed with the Securities and Exchange Commission by
 Autobytel and the joint proxy statement/ prospectus will be filed with the
 Securities and Exchange Commission by both companies.  Investors and
 securityholders may obtain a free copy of the registration statement and the
 joint proxy statement/prospectus (when available) and other reports,
 documents, proxy statements and other information filed by Autobytel and
 Autoweb with the Securities and Exchange Commission at the Commission's web
 site at www.sec.gov.  The joint proxy statement/ prospectus and these other
 documents may also be obtained free of charge from Autobytel at 949-862-1355
 or investor@Autobytel.com or from Autoweb at 800-707-9552.
     Autobytel will be, and its executive officers and directors may be,
 soliciting proxies from Autobytel's stockholders with respect to the
 transactions contemplated by the Acquisition Agreement.  The following are the
 directors and executive officers of Autobytel:  Mark W. Lorimer, Michael
 Fuchs, Amit Kothari, Jeffrey H. Coats, Mark N. Kaplan, Kenneth J. Orton,
 Robert S. Grimes, Peter Titz, Dennis Benner, Andrew Donchak, Ariel Amir,
 Howard Layson and Richard Post.
 
     In addition, Autoweb will be, and its executive officers and directors may
 be, soliciting proxies from the stockholders of Autoweb with respect to the
 transactions contemplated by the Acquisition Agreement.  The following are the
 directors and executive officers of Autoweb:  Dean DeBiase, Jay Hoag, Mark
 Ross, Lawrence Lepard, Jeffrey Schwartz, Michael Schmidt, Nadyne Edison, Jerry
 Karr, William Barrett, Meri E. Glade, Regan Senkarik, Steve Cottrell and Fred
 Ruffin.
 
     A description of any interests that Autoweb's directors and executive
 officers have in the merger will be available in the Proxy
 Statement/Prospectus.
 
 

SOURCE Autobytel
    IRVINE, Calif., and SANTA CLARA, Calif., April 11 /PRNewswire/ --
 Autobytel (Nasdaq:   ABTL) and Autoweb (Nasdaq:   AWEB) today announced an
 agreement by which Autobytel will acquire Autoweb in a tax-free merger.  The
 combination will create a platform of over 7,000 dealer customers, twenty-four
 international automotive manufacturer customers and over two million unique
 visitors per month.  The combined company is projected to have revenues of
 over $100 million per year.  As part of the transaction, Autoweb stockholders
 will receive 0.3553 shares of Autobytel common stock for each share of Autoweb
 common stock.  Outstanding Autoweb options will be assumed and become options
 for Autobytel shares, subject to the share exchange ratio.
     "We believe this combination provides strategic and financial benefits to
 both groups of shareholders.  Our combined strengths will allow us to extend
 our number one market share further while broadening our customer base," said
 Mark Lorimer, Autobytel's President and CEO.  "We plan to leverage our
 relationships with twenty-four of the twenty-six auto manufacturers, our
 expanded 7,000-strong dealer network, and our twenty-six international
 strategic investors on four continents, to provide a broad range of marketing,
 management and content services to help automotive retailers and manufacturers
 meet the challenges and opportunities presented by e-commerce."
     Under the newly combined company, AIC (Automotive Information Center), a
 division of Autoweb, will continue to provide the industry with leading
 content, data, and technology, including significant commercial relationships
 with global automotive manufacturers.  Boston-based AIC has, for nearly
 20 years, been providing accurate, timely and comprehensive information to
 vehicle manufacturers, large dealer groups and major web destinations.
     "Merging the AIC capabilities with those of Autobytel is expected to save
 data and content licensing costs and add a key element to our future business
 strategy, an important part of which is predicated on providing data, content,
 technology, and information services to automotive marketers on a global
 basis," said Lorimer.
     "We believe the power of the Autobytel and Carsmart brands, combined with
 Autoweb's strong relationships with leading portals and key affiliates, will
 allow the combined company to become the industry standard for automotive
 research information with the largest audience of online automotive shoppers,"
 said Dean DeBiase, Chairman of Autoweb."
     "During the last several months, we have made substantial progress in
 cost-cutting and efficiency initiatives to accelerate our profitability goal,"
 said Jeffrey Schwartz, CEO of Autoweb.  "This deal, combined with substantial
 expenditure reductions in our portal agreements, can enable us to realize
 integration synergies on the expense side of our new company."  Autoweb's
 recent restructuring of its marketing agreements with its portal partners is
 expected to reduce future obligations through 2003 by $40 million.  For Q2
 through Q4 2001, these year-over-year expenses are expected to be reduced by
 over $15 million."
     The closing of the deal is subject to customary conditions including both
 regulatory approvals and shareholder approval of both parties.  Lorimer will
 remain as President and CEO, Michael Fuchs will remain as Chairman, and
 Jeffrey Schwartz will join as Vice Chairman of the combined company.  Pursuant
 to the merger agreement signed today, Autobytel agreed to elect two designees
 of Autoweb to the company's board of directors upon consummation of the
 transaction.
     "We are extremely excited about adding Jeffrey to our executive management
 team," said Lorimer.  "Jeffrey's first order of business is to lead the
 integration efforts.  Clearly, he has the experience to assist us in realizing
 the promise this combination offers, while preserving the strong Autoweb brand
 position and dealer and industry relationships."
     The newly combined entity will trade under Nasdaq:   ABTL.  Upon completion
 of the transaction, the combined entity will change its name to Autobytel,
 Inc., reflecting its ownership of multiple online brands, including Autobytel,
 Autoweb, Carsmart, Autosite and Dealersites, as well as AIC.
     Lehman Brothers is acting as sole financial advisor to Autobytel in
 connection with the transaction.
     In conjunction with this release there will be a conference call broadcast
 live over the Internet today, April 11, 2001 at 4:30 PM EDT.  Links to the web
 cast conference will be announced later today.
 
     About autobytel.com inc.
     autobytel.com inc. (Nasdaq:   ABTL), the global leader in online automotive
 commerce, brings car buyers, owners, and sellers together in a trusted
 environment, empowered by the Internet.  Through its extensive automotive
 content and multiple purchasing, financing, insurance and service options,
 Autobytel offers consumers choice and peace of mind throughout the automotive
 lifecycle, while providing its network of accredited dealers and automotive
 services partners the most efficient way to reach online car buyers and
 owners.  Autobytel and its wholly-owned subsidiary, A.I.N. Corporation
 (Carsmart), have a network of dealers nationwide and are the seventh largest
 generator of automotive sales in the United States, just behind GM, Ford,
 DaimlerChrysler, Toyota, Honda and Nissan.  Autobytel has been ranked #1 in
 Dealer Satisfaction with Online Buying Services for three years in a row by
 J.D. Power and Associates. (1) Autobytel's low-cost, no-haggle car-buying
 program is available in the U.S., Canada (www.autobytel.ca), the United
 Kingdom (www.autobytel.co.uk), Sweden (www.autobytel.se), Netherlands
 (www.autobytel.nl), Japan (www.autobytel-japan.com), Australia
 (www.Autobytel.au) and Spain (www.autobytel.es).  Headquartered in Irvine,
 California, Autobytel is recognized as the company that transformed the
 $1 trillion new car industry when it invented online car buying.
     (1)J.D. Power and Associates 1998 - 2000 Dealer Satisfaction With Online
 Buying Services Studies(SM).  2000 study conducted among dealership Internet
 specialists who completed 2,144 evaluations of individual services.
 www.jdpower.com.
 
     About Autoweb
     Autoweb is a leading automotive Internet service, guiding users through
 every stage of vehicle ownership.  Through its direct and referral commerce
 channels, Autoweb offers consumers a variety of ways to purchase new and used
 vehicles in conjunction with vehicle manufacturers, local Member Dealers and
 other commerce partners.  Autoweb's site also provides consumers with a wide
 range of automotive-related products to support the complete lifecycle of the
 vehicle, including finance, insurance and maintenance.  Autoweb features
 comprehensive, unbiased research from its AIC division.  Autoweb also
 continues to set the standard in the business-to-business marketplace by
 providing web sites with advanced technology to view automotive information,
 and accurate and reliable automotive data and content.  Currently, major
 automobile manufacturers, including BMW, DaimlerChrysler, Ford, General
 Motors, Honda and Toyota, use Autoweb's automotive data to power their sites.
 The major consumer portals also use Autoweb's content and technology,
 including AOL, Lycos, and MSN Carpoint.  AIC AutoSuite is highly configurable
 for any individual AIC customer, as the interface can match any look and feel,
 while vehicles (both target and competitor) and specific features can be
 limited to any selection desired. For more information, please visit
 http://www.Autoweb.com and http://www.autosite.com.
 
     The statements contained in this press release that are not historical
 facts are forward-looking statements under the federal securities laws.  These
 forward-looking statements, including statements about projected revenues and
 expense savings, are not guarantees of future performance and involve certain
 risks, uncertainties and assumptions that are difficult to predict.  Actual
 outcomes and results may differ materially from what is expressed in, or
 implied by, such forward-looking statements.  Autobytel and Autoweb undertake
 no obligation to update publicly any forward-looking statements, whether as a
 result of new information, future events or otherwise.  Among the important
 factors that could cause actual results to differ materially from those
 expressed in, or implied by, the forward-looking statements are changes in
 general economic conditions, increased or unexpected competition, the failure
 to realize anticipated synergies, costs related to the proposed merger,
 failure to obtain required stockholder or regulatory approvals or the merger
 not closing for any other reason, failure of the combined company to retain
 and hire key employees, difficulties in successfully integrating the parties'
 businesses and technologies and other matters disclosed in Autobytel's and
 Autoweb's filings with the Securities and Exchange Commission.  Investors are
 strongly encouraged to review both companies' annual reports on Form 10-K for
 the year ended December 31, 2000, and other reports on file with the
 Securities and Exchange Commission for a discussion of risks and uncertainties
 that could affect operating results and the market price of the companies'
 stock.
 
     Additional Information and Where to Find It.
     Autobytel plans to file a registration statement on Form S-4 in connection
 with the proposed transaction and Autobytel and Autoweb expect to mail a joint
 proxy statement/prospectus to the stockholders of Autobytel and Autoweb
 containing information about the proposed transaction.  Investors and
 securityholders are advised to read the joint proxy statement/prospectus
 regarding the potential transaction referred to above, when it becomes
 available, because it will contain important information.  The registration
 statement will be filed with the Securities and Exchange Commission by
 Autobytel and the joint proxy statement/ prospectus will be filed with the
 Securities and Exchange Commission by both companies.  Investors and
 securityholders may obtain a free copy of the registration statement and the
 joint proxy statement/prospectus (when available) and other reports,
 documents, proxy statements and other information filed by Autobytel and
 Autoweb with the Securities and Exchange Commission at the Commission's web
 site at www.sec.gov.  The joint proxy statement/ prospectus and these other
 documents may also be obtained free of charge from Autobytel at 949-862-1355
 or investor@Autobytel.com or from Autoweb at 800-707-9552.
     Autobytel will be, and its executive officers and directors may be,
 soliciting proxies from Autobytel's stockholders with respect to the
 transactions contemplated by the Acquisition Agreement.  The following are the
 directors and executive officers of Autobytel:  Mark W. Lorimer, Michael
 Fuchs, Amit Kothari, Jeffrey H. Coats, Mark N. Kaplan, Kenneth J. Orton,
 Robert S. Grimes, Peter Titz, Dennis Benner, Andrew Donchak, Ariel Amir,
 Howard Layson and Richard Post.
 
     In addition, Autoweb will be, and its executive officers and directors may
 be, soliciting proxies from the stockholders of Autoweb with respect to the
 transactions contemplated by the Acquisition Agreement.  The following are the
 directors and executive officers of Autoweb:  Dean DeBiase, Jay Hoag, Mark
 Ross, Lawrence Lepard, Jeffrey Schwartz, Michael Schmidt, Nadyne Edison, Jerry
 Karr, William Barrett, Meri E. Glade, Regan Senkarik, Steve Cottrell and Fred
 Ruffin.
 
     A description of any interests that Autoweb's directors and executive
 officers have in the merger will be available in the Proxy
 Statement/Prospectus.
 
 SOURCE  Autobytel