STRATEGIC CO-MARKETING AGREEMENT


     THIS AGREEMENT ("Agreement") is made effective as of this 16/th/. day of
March 2000 ("Effective Date") by and between Autoweb.com, Inc. ("Autoweb") a
Delaware corporation having its principal place of business at 3270 Jay Street,
Santa Clara, CA 95054, and CarsDirect.com, Inc., a Delaware corporation having
its principal place of business at 10567 Jefferson Boulevard, Culver City, CA,
90232 ("CarsDirect"). Autoweb and CarsDirect may be referred to individually as
a "Party" and collectively as the "Parties." Capitalized terms used but not
defined in the body of this Agreement are as defined on Exhibit B hereto.

                                   RECITALS

     WHEREAS, Autoweb is a consumer automotive Internet service;

     WHEREAS, CarsDirect is a consumer automotive Internet service;

     WHEREAS, the Parties desire to create a long-term commercial and strategic
relationship which leverages Autoweb's ability to generate a significant number
of "buy" oriented consumers and CarsDirect's ability to offer consumers a
valuable online automotive e-commerce transaction experience;

     NOW, THEREFORE, in reliance upon the foregoing facts, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
in consideration of the mutual agreements hereinafter set forth, the Parties
agree as follows:


                                   AGREEMENT

1.   EXCLUSIVITY AND NONCOMPETITION

     1.1.      For a period of *** immediately following the Effective Date (the
               "Twelve-Month Period"), CarsDirect will not consummate a
               CarsDirect Prohibited Transaction. Notwithstanding the foregoing,
               during the period commencing on the *** of the Effective Date
               through the *** of the Effective Date (the "Level 2 Exclusivity
               Period"), CarsDirect shall be permitted to enter any type of
               promotion, linking, strategic, co-marketing or website-framing
               relationship with Excluded Party. In the event that CarsDirect
               consummates such a transaction with Excluded Party at any time
               during the Level 2 Exclusivity Period, both Parties' ***
               contained in this Section 1 shall be of no force or effect
               (however, all other terms and requirements of this Agreement
               shall remain in full force and effect). Notwithstanding the
               immediately foregoing sentence, CarsDirect may enter into a
               content or technology relationship, whether through a joint
               venture, marketing venture or otherwise, with Excluded Party at
               any time during the Term provided that such relationships do not
               promote or reference the Direct Transaction


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AUTOWEB AND CARSDIRECT STRATEGIC AGREEMENT


               Business Model of CarsDirect or its wholly owned subsidiaries on
               or through the Excluded Party website.

               For the period from the expiration of the ***, CarsDirect shall
               be permitted to consummate a CarsDirect Prohibited Transaction
               with any Person, except for Persons designated on Exhibit G
               attached hereto, as may be modified by Autoweb as provided below
               (collectively, the "Restricted Referral Businesses"). In the
               event that a Restricted Referral Business enters into a
               definitive agreement with respect to a Change of Control, such
               Person shall no longer be deemed a Restricted Referral Business
               and Autoweb may add a Replacement.

               At the beginning of each six-month period beginning at the end of
               the Twelve-Month Period and subject to CarsDirect's approval,
               which shall not be unreasonably withheld, Autoweb shall have the
               right to replace no more than two (2) Persons from the list of
               Restricted Referral Businesses with alternative Persons (each a
               "Replacement") subject to the following conditions:

                    1.   Once Autoweb replaces a Restricted Referral Business,
                         Autoweb shall not be permitted to designate such Person
                         as a Restricted Referral Business at a later time.

                    2.   Autoweb may not designate a Person as a Restricted
                         Referral Business if as of the beginning of the given
                         six-month period CarsDirect (i) is engaged in active
                         discussions with such Person in connection with a
                         pending transaction or (ii) has a contractual
                         relationship with such Person.

                    3.   Any Restricted Referral Business must be a Referral
                         Business.

                    4.   Any Replacement shall be subject to CarsDirect's prior
                         approval which shall not be unreasonably withheld.


          1.2  During the Term, the Direct Transaction Business Model available
               on the CarsDirect Site shall be the exclusive Direct Transaction
               Business Model available on or promoted or referenced through the
               Autoweb Site and Autoweb's wholly owned subsidiaries' sites.

          1.3  Exceptions for Certain Business Models and Persons.
               Notwithstanding anything to the contrary contained in this
               Agreement:

               (i)   Either or both Parties may offer their respective Visitors
                     Automobile auctions, reverse auctions, classified listings
                     or other purchase methods other than the Direct Transaction
                     Business Model;
               (ii)  Either or both Parties may maintain a database of dealer
                     inventory for the purpose of facilitating purchase methods
                     other than the Direct Transaction Business Model;
               (iii) CarsDirect may offer a "build-to-order" business method to
                     any Automobile manufacturer;
               (iv)  In addition to its referral of Visitors residing in Dark
                     States to Autoweb under Paragraph 4 below (i.e., a Referral
                     Business Model transaction), CarsDirect Site

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AUTOWEB AND CARSDIRECT STRATEGIC AGREEMENT


                     may offer to any of the ten (10) largest dealer groups
                     nationally a modified form of the Direct Transaction
                     Business Model (i.e. a Referral Business Model with a
                     credit card) so long as CarsDirect's business model is
                     offered only to such dealers located in Dark States.
               (v)   Autoweb or CarsDirect may enter into merger, consolidation,
                     or other acquisition transactions of all, or substantially
                     all asset-purchase or stock-purchase with Persons providing
                     either the Direct Transaction Business Model or the
                     Referral Business Model.

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AUTOWEB AND CARSDIRECT STRATEGIC AGREEMENT


2.   REFERRAL OF CONSUMERS TO CARSDIRECT

     2.1  Referrals.  Each quarter during the Term, Autoweb shall deliver to
          ---------
          CarsDirect no more than the D1 Lead Maximum and no less than the D2
          Lead Minimum. Attached hereto as Exhibit A/Part II is a schedule of
          CarsDirect's geographic Lead referral parameters and as Exhibit A/Part
          III is a schedule of CarsDirect's make and model Lead referral
          parameters (collectively "Lead Criteria").  Leads that do not satisfy
          the Lead Criteria or those Leads that are inaccurate (e.g. omissions,
          misstatements, false information, duplicates within a twenty-four hour
          period, etc.) that materially reduces CarsDirect's ability to convert
          the D1 Leads) shall be referred to as "Undesirable Leads." The Parties
          may update such Undesirable Leads as described in section 10,
          Quarterly Review. CarsDirect will only pay for Leads as consistent
          with Lead Criteria.  The Parties will work together to reduce
          Undesirable Leads. If such Undesirable Leads equal or exceed *** of D1
          Leads or more for a given quarter, Autoweb will make good within the
          next two (2) subsequent quarters by delivering to CarsDirect a number
          of D1 Leads that satisfy the Lead Criteria in an amount equal to the
          number of Undesirable Leads Delivered in the quarter(s) in question.

     2.2. Referral Fees. CarsDirect will pay to Autoweb, prior to the start of
          -------------
          each quarter, Lead Fees based on Exhibit A/Part I. This payment will
          be net of any adjustments (including decreasing of payments for under-
          delivery of D1 Leads and increasing of payments for over-delivery of
          D2 Leads and decreased D1 Lead Fees pursuant to section 10.4, if any)
          for previous periods. Separately, during the second month of each
          quarter, CarsDirect will pay to Autoweb any amounts by which the
          Automobile Purchase Marketing Fees for the previous quarter are
          greater than the preceding quarter's Lead Fees.

     2.3. Fee Adjustments. D1 Lead Fees shall be reduced in a proportionate
          ---------------
          amount each month, if necessary, based upon the amount by which the D2
          Lead Minimum exceeds the D2 Leads generated in a given month. Subject
          to section 10.4, the minimum D1 Lead Fee shall be *** per D1.

     2.4. Lead Initiation. CarsDirect will start receiving Leads on March 27,
          ---------------
          2000, and will receive up to the D1 Lead Maximum. By March 17, 2000,
          Autoweb will provide CarsDirect with a mutually agreed to Delivery
          Plan (to be updated as described in Quarterly Review, which will
          include make and model restrictions supplied by CarsDirect) according
          to Lead Criteria (defined as the initial rollout plan and ongoing
          State level delivery schedule for D1 and D2 Leads).

     2.5. Conversion Adjustment.  The Parties expect that the Direct Flow (as
          ---------------------
          described in Exhibit D hereto and incorporated herein) will change
          over the Term of this Agreement. The Parties agree that there will be
          an introductory period for Direct Flow changes (including the
          introduction of new products) during which time Autoweb will evaluate
          the effect on D2 Leads. To the extent that such changes (e.g., moving
          "Payment Options" toward the beginning, adding parts sales, etc.)
          materially reduces conversion to D2 Leads (e.g., adds profit margin
          which Autoweb does not participate in and reduces conversion), the
          Parties will work together in good faith to optimize D2 Lead
          conversions.

3.   PHASE IN OF REFERRAL PROGRAM AND ACCESS TO CONFIGURATOR AND SITE CONTENTS

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AUTOWEB AND CARSDIRECT STRATEGIC AGREEMENT


     The Parties agree to implement a program to generate D1 Leads and D2 Leads
     in phases as follows:

     3.1  Level One Referral.
          ------------------

          .    As shown in Exhibit A and subject to Quarterly Reviews,
               CarsDirect agrees to accept D1 Leads in accordance with the
               agreed upon quantities set forth in Exhibit A/Part I. Parties
               will develop and implement in accordance with mutually agreed
               upon specifications, the data exchange format for passing such D1
               Leads from Autoweb to CarsDirect during Phase One, and the
               Parties will mutually agree upon other executional elements;
               provided, however, (i) CarsDirect shall control the text and user
               interface elements and (ii) the Parties shall mutually agree as
               to the branding of the Auto Response Email messages to such
               consumers.

     3.2  Level Two; Commencement of D2 Lead Delivery.
          --------------------------------------------

          .    Phase One: Beginning upon the date of the Launch of the Co-
               Branded Site and ending upon the commencement of Level Two, Phase
               Two, consumers who on the Autoweb Site select the Direct
               Transaction Business Model will be re-directed to the Co-Branded
               Site, at which time they will have the opportunity to configure,
               receive pricing information about, and submit a CarsDirect
               Purchase Request. The Parties shall develop the necessary
               technical interfaces and other requirements necessary for the
               CarsDirect Site to accept such consumers after they have selected
               vehicle make, model, and trim using the current Autoweb
               Configurator.

          .    Phase Two: Autoweb shall develop, with the cooperation of
               CarsDirect, software and systems that: (i) employ the Autoweb
               Configurator to permit Visitors to the Autoweb Site who select
               the Direct Transaction Business Model to configure and receive
               pricing information about an Automobile in substantially the same
               manner and format with respect to Automobile preference and
               consumer information as does CarsDirect. Autoweb shall have
               integrated all CarsDirect pricing, financing, insurance,
               warranty, roadside assistance and configuration constraints to
               CarsDirect's reasonable approval, such approval not to be
               unreasonably withheld or delayed. Autoweb's developed software
               and systems shall be integrated in a manner which complies with
               all Autoweb contractual obligations existing as of the Effective
               Date copies of which have been provided to CarsDirect. The
               functionality described in the preceding two sentences shall be
               referred to as the "CarsDirect Functionality"; (ii) fully employ
               the Autoweb Configurator and the CarsDirect application program
               interface (including syntax and semantics) to communicate with
               and deliver full CarsDirect Functionality to the CarsDirect
               computer systems (including but not limited to CarsDirect's lead
               application system, pricing and accounting systems and Automobile
               sourcing and locating systems) in a manner fully compatible with
               the CarsDirect Configurator. Upon agreement of the Parties,
               operation of the Co-Branded Site and redirection of Visitors to
               the Autoweb Site to such site shall cease.

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AUTOWEB AND CARSDIRECT STRATEGIC AGREEMENT


          .    Interim Solutions. To the extent that the full integration
               -----------------
               described above is delayed, the Parties will work together to
               develop interim alternative integration solutions (e.g., passing
               make, model. Year and trim detail).

          .    To the extent that CarsDirect develops alternative integration
               facilities made available to third parties, such alternative
               integration facilities will also be made available to Autoweb.

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AUTOWEB AND CARSDIRECT STRATEGIC AGREEMENT


4.   REFERRAL TO AUTOWEB OF PURCHASE REQUEST TRAFFIC

     In connection with the Tracked Links that CarsDirect will establish on the
     CarsDirect Site and the Autos Site, Autoweb will pay CarsDirect a fee for
     each qualified Autoweb Purchase Request that is submitted to the Autoweb
     Site through Tracked Links.  Such fee shall be equal to *** of Autoweb's
     average net revenue from such Autoweb Purchase Request, net revenue defined
     as gross revenue less any reserve for loss contingencies. Autoweb shall pay
     to CarsDirect such fee on a monthly basis no later than forty-five (45)
     days from the end of the month.

5.   FRAMED AND CO-BRANDED SERVICES

     5.1  Autoweb Site; Promotion of CarsDirect and Branding.  For the Term of
          --------------------------------------------------
          this Agreement, Autoweb will prominently promote its Direct
          Transaction Business Model throughout the Autoweb Site. Each promotion
          shall be at least as prominent as any other transaction business model
          on the Autoweb Site. When a Visitor to the Autoweb Site chooses the
          Direct Transaction Business Model, Autoweb will control the relative
          prominence of all branding on pages up to and including the Autoweb
          Jump Pages.  The Parties agree to joint control of the user interface
          and text and graphic content on the Autoweb Jump Pages, excluding the
          aforementioned branding elements.  The Co-Branded Site will have a
          permanent "Back to Autoweb" link.  CarsDirect will have design
          approval rights for all uses of its trademarks and branding.
          Notwithstanding the foregoing, the branding scheme with respect to the
          promotion and the process of the Direct Transaction shall position
          CarsDirect as the principal in the transaction.

     5.2  CarsDirect Site and Autos Site; Branding.  For the Term of this
          ----------------------------------------
          Agreement, CarsDirect will provide links to the Autoweb Site on such
          pages within the CarsDirect Site and the Autos Site, with the location
          of such links to be agreed by the Parties. The Parties agree that the
          CarsDirect Jump Pages will be co-branded with each brand receiving
          equal prominence.  When a CarsDirect or Autos.com Visitor chooses the
          Autoweb Referral Business Model, CarsDirect will control the relative
          prominence of all branding including the CarsDirect Jump Pages. The
          Autoweb Site will have a permanent "Back to Autos.com" link. The
          Parties agree to joint control of the user interface on the CarsDirect
          Jump Pages, excluding the aforementioned branding elements.  Except as
          otherwise provided for herein, each party retains the right to control
          its user interface on its respective site(s).

     5.3  Design Guidelines.  When CarsDirect hosts pages, it will design the
          -----------------
          co-branded area of each page based on Autoweb design guideline
          templates and co-branding requirements as may be updated from time to
          time.  Autoweb shall have the right to change or modify its design
          guideline templates and co-branding requirements over the term.
          Mutually agreed upon consumer communications from CarsDirect will be
          co-branded with Autoweb and CarsDirect.

     5.4  CarsDirect Site; Promotion of Autoweb.  Autoweb will be prominently
          -------------------------------------
          promoted (including a permanent placement) as the *** new Referral
          Business Model and the *** used Referral Business Model on the Autos
          Site. Autoweb will have permanently placed links on the Autos Site
          located at a minimum on its New and Used category pages. Autoweb's
          used Automobile and trade-in services shall be offered on the
          CarsDirect Site and the Autos Site as an option available to new
          Automobile Purchasers.

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AUTOWEB AND CARSDIRECT STRATEGIC AGREEMENT


     5.5  Further, in the event that in the reasonable opinion of CarsDirect
          counsel CarsDirect should not provide its new Automobile purchasing
          services to CarsDirect Visitors in certain States ("Regulatory
          Adjustment; thus rendering such States as Dark States), Autoweb will
          be positioned as the exclusive new Automobile Referral Business Model
          on the CarsDirect Site to such CarsDirect Visitors, except where OEM
          and Dealer Group programs are allowed as stated in section 1.3/parts
          (iii) and (iv). In the event that CarsDirect places links on the
          CarsDirect Site that navigate Visitors to the CarsDirect Site to
          unrelated online entities that enable the purchase of a new
          Automobile, CarsDirect shall offer Autoweb link placement
          substantially similar to such links. Further, the Parties will work in
          good faith to identify possible link placements on each other's sites.

6.   GRANT OF CARSDIRECT COMMON STOCK TO AUTOWEB

     As further consideration for Autoweb entering into the Agreement and the
     exclusivities granted herein, CarsDirect agrees to issue and deliver to
     Autoweb 576,701 shares of CarsDirect Stock valued at $10,000,000 (such
     shares may consist of common stock, preferred stock or a combination
     thereof at the sole discretion of CarsDirect) to Autoweb (the "CarsDirect
     Shares").  Autoweb  agrees to enter into an investment agreement (including
     a standard 180 day lockup) with CarsDirect with respect to the issuance of
     the CarsDirect Shares within twenty-one   business days following the
     Effective Date and shall deliver the Shares to Autoweb within twenty (20)
     days following the execution of such investment agreement.

7.   PURCHASE OF AUTOWEB COMMON STOCK BY CARSDIRECT

     Within five (5) business days following the Effective Date CarsDirect
     agrees to purchase 750,000 shares of Autoweb Common Stock (the "Autoweb
     Shares") for a per share purchase price equal to the average of the closing
     price for the thirty (30) trading days prior to the Effective Date, or
     $7.93 per share, multiplied by 1.35 (for a per share price of $10.616).
     CarsDirect agrees to enter into an investment agreement with Autoweb with
     respect to the purchase and sale of the Autoweb Shares within twenty-one
     (21) business days following the Effective Date.

8.   RECORDING OF TRAFFIC

     To the extent feasible, CarsDirect will authorize both Media Metrix and
     Nielsen/NetRatings to record all page views from the Co-branded Site as
     Autoweb.com traffic. CarsDirect shall count all unique Visitors to the Co-
     branded Site as CarsDirect unique Visitors.  Should alternative reporting
     means become available which allow for Autoweb and CarsDirect each to be
     credited with traffic (page views and unique Visitors), the Parties shall
     agree to comply with such reporting means.

9.   REPORTING

     CarsDirect Reporting Responsibilities.  CarsDirect shall implement sales
     -------------------------------------
     management software with which to track Automobile Purchases sufficiently
     soon after the Effective Date to timely and accurately compute the basis of
     its payment obligations to Autoweb.

     As soon as reasonably feasible, CarsDirect shall provide Autoweb with daily
     reports regarding the number of Leads received by CarsDirect.  Further,
     CarsDirect shall provide Autoweb with weekly and quarterly reports as per
     Exhibit C hereto.  If CarsDirect's records show activity from the Direct
     Transaction Placement or the Auto Response Email that CarsDirect determines
     is

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AUTOWEB AND CARSDIRECT STRATEGIC AGREEMENT


     inconsistent with valid information requests, or is otherwise unusual, then
     CarsDirect will pay the minimum amount that is calculated as due pending an
     investigation of that activity by the Parties and resolution of the Dispute
     (if any). CarsDirect will notify Autoweb reasonably promptly in this
     event.

     Autoweb Review Rights. Subject to the confidentiality obligations herein,
     ---------------------
     Autoweb has the right, at its expense to have reviewed CarsDirect's
     directly relevant books and records for the purpose of verifying the number
     of Automobile Purchases.  Such review will be made not more than twice per
     year, on not less than fifteen (15) business days written notice, during
     regular business hours, by a nationally recognized accounting firm which is
     reasonably acceptable to CarsDirect.  CarsDirect will provide reasonable
     accommodation thereof.  In no event shall Autoweb review the same time
     period (or any portion thereof) more than once. If such review reflects
     Automobile Purchasers greater than those reported by CarsDirect, CarsDirect
     will provide Autoweb with prompt payment for the deficiency. If such review
     indicates  underpayments of greater than 10% but not less than $10,000 from
     the figures provided by CarsDirect, CarsDirect will also pay all reasonable
     costs of such review.

     Autoweb Reporting Responsibilities.  Autoweb shall implement lead
     ----------------------------------
     management software with which to track Leads delivered to CarsDirect.  As
     soon as reasonably feasible, Autoweb shall provide CarsDirect  with daily
     reports regarding the number of Leads delivered to CarsDirect.

     CarsDirect Review Rights. Subject to the confidentiality obligations
     ------------------------
     herein, CarsDirect will have the right, at its expense to have reviewed
     Autoweb's directly relevant books and records for the purpose of verifying
     the number of Leads delivered to CarsDirect.  Such review will be made not
     more than twice per year, on not less than fifteen (15) business days
     written notice, during regular business hours, by a nationally recognized
     accounting firm which is reasonably acceptable to Autoweb. Autoweb will
     provide reasonable accommodation thereof.  In no event shall CarsDirect
     review the same time period (or any portion thereof) more than once. If
     such review reflects Leads delivered to CarsDirect less than those reported
     by Autoweb, Autoweb will provide CarsDirect with prompt payment for the
     deficiency. If such review indicates a discrepancy of greater than 10% from
     the figures provided by Autoweb, Autoweb will also pay all reasonable costs
     of such review.

10.  QUARTERLY REVIEW

     10.1 Prior to the end of every calendar quarter, a representative of each
          of Autoweb and CarsDirect will meet to determine any adjustments to D1
          Leads and D2 Leads for the following quarter.  At such quarterly
          review meeting, CarsDirect may request an increase in the D1 Leads
          Maximum. If Autoweb agrees to provide such additional D1 Leads, then
          all incrementalD1 Leads provided in excess of the D1 Lead Maximums in
          Exhibit A/Part I for such quarter will be *** per D1 Lead, regardless
          of the number of D2 Leads provided during the same period.

     10.2 CarsDirect will notify Autoweb of Regulatory Adjustments as soon as
          reasonably practicable after CarsDirect becomes aware of a likely
          Regulatory Adjustment. Upon such notice and the request of CarsDirect,
          Autoweb will stop delivering Leads from such new Dark States and the
          Parties shall collaborate to reallocate the Leads. There shall be no
          Fee Adjustments (defined in section 2.3) due to Regulatory
          Adjustments. Any Regulatory Adjustments will proportionately affect D1
          Lead Maximums.

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     10.3 CarsDirect agrees and acknowledges that there may be a pool of
          Visitors to the Autoweb Site who have filled out Autoweb Purchase
          Requests that will not be sold to CarsDirect ("Potential D1 Leads")
          and that the number of such Potential D1 Leads will increase and
          decrease, based on adjustments authorized herein. CarsDirect agrees
          and acknowledges that, subject to Autoweb's obligations to CarsDirect
          hereunder with respect to D1 Leads, Autoweb has the right to sell such
          Potential D1 Leads to any third party.

     10.4 The Parties will work together, as appropriate, to adjust D1 Leads to
          improve CarsDirect revenues related to Automobile Purchases. The
          Parties shall work together to ensure that the conversion rate from D1
          Leads to Automobile Purchase shall be at least ***. In the event that
          such rate is below *** for the quarter under review ("Under-delivered
          Quarter"), principally in the subsequent quarter the Parties will
          either increase Leads (without cost to CarsDirect), decrease the D1
          Lead Fees, or provide other mutually agreed to modifications ("Make
          Goods") that ensure the target acquisition cost per Automobile is less
          than or equal to *** for the Under-delivered Quarter. The calculation
          of acquistion cost for the quarter under review shall exclude Make
          Goods.

     10.5 Autoweb will reflect all agreed upon adjustments to an updated
          Delivery Plan (as defined in 2.4).

11.  AUTOWEB LICENSING TO AUTOS.COM

     11.1 Within 90 days from the Effective Date, Autoweb and CarsDirect will
          identify and document services and content licenses that Autoweb will
          provide with respect to the Autos Site, and negotiate in good faith
          the terms of a definitive agreement for the implementation of such
          services and the licensing of such content. In the event that the
          Parties mutually execute a definitive agreement with respect to the
          above-referenced relationship, Autoweb will, among other things, serve
          as a premiere infrastructure partner for Autos.com, assisting in the
          development of user interface, the development of new content and
          tools, and the integration of commerce and content partners into the
          Autos.com web site. Such services work will be performed on a time and
          materials basis with an agreed upon mark-up for general overhead and
          operating expenses.

     11.2 Subject to inventory supplied by CarsDirect, CarsDirect hereby
          authorizes Autoweb to (i) include the Autos Site in Autoweb's auto
          industry advertising rate card; and (ii) sell Autos.com advertising
          and sponsorship inventory. The Parties will share equally in the gross
          revenue from such Autos.com inventory that Autoweb sells.

12.  CARSDIRECT LICENSE TO AUTOWEB; CONFIGURATION AND PRICING TOOLS

     Pursuant to the terms and conditions of a content license agreement to be
     entered into by the Parties, CarsDirect shall license to Autoweb, on a
     royalty-free basis, effective upon Autoweb's preparations for development
     of Level Two, Phase Two and continuing through the Term, the data, tools,
     and software necessary solely for use in connection with consumers choosing
     a DirectTransaction to enter into a Direct Transaction.  If the Parties
     shall hereafter agree to adopt a configuration tool on the Autoweb Site
     that includes elements of the CarsDirect Configurator, CarsDirect shall
     license such technology and tools to Autoweb on a royalty-free basis and
     pursuant to terms and conditions of a content license agreement to be
     entered into by the Parties.  The term of such license shall be coterminous
     with this Agreement.  The Parties agree that such

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     technology and tools shall have the functionality to facilitate a Direct
     Transaction as contemplated in this Agreement.

13.  COOPERATIVE DEALER AND OEM NETWORKS

     Subject to contractual limitations between CarsDirect and Automobile
     dealers and Automobile dealer groups and consolidators, Autoweb shall have
     the right to offer to its current and future franchised Automobile dealers
     participating in the Autoweb network the opportunity to participate in the
     Direct Transaction program contemplated herein and as further described in
     Exhibit F hereto, provided each such Dealer executes a CarsDirect Dealer
     Agreement with CarsDirect and continues to meet the standards for such
     inclusion, as may be amended from time to time.  Such standards may include
     but not be limited to (i) maintaining a dedicated Internet department, (ii)
     meeting certain inventory and geographic criteria and (iii) meeting
     minimum CSI standards.  CarsDirect shall have the right to offer to its
     current and future Dealers the opportunity to participate in the Autoweb
     Dealer Referral program contemplated herein, provided such inclusion meets
     mutually determined standards for such inclusion.

14.  COMMERCE PARTNERS AND PRODUCTS

     Autoweb reserves the right to enter into commercial relationships with
     commerce partners, including but not limited to those providing finance,
     insurance, roadside assistance, warranty products, and certain forms of
     purchasing Automobiles, provided such agreements are consistent with the
     terms and conditions of this Agreement and the exclusivities provided
     herein. CarsDirect will retain the right to offer to Leads financing,
     insurance, warranty, roadside assistance and other products. The Parties
     will negotiate regarding a possible commercial relationship in the future
     whereby CarsDirect products are promoted on the Autoweb Site and Autoweb
     products are offered on the CarsDirect Site. Neither Party shall be
     obligated to enter into such a relationship.

15.  ADVERTISING

     Autoweb shall have the right to sell and serve all advertising, revenue
     generating, and promotional positions (including sponsorships) on pages of
     the Autoweb Site.  CarsDirect shall have the right to sell and serve all
     advertising, revenue generating, and promotional positions (including
     sponsorships) on pages of the Co-Branded Site and the CarsDirect Site, if
     any.  Neither Party shall display or exhibit on any page of the Co-Branded
     Site or any Autoweb Jump Page any graphic or textual link, advertisements
     or other promotions that in any manner or fashion reference, promote or
     feature, or provide any link to a site identified with or controlled by any
     CarsDirect Competitor or Autoweb Competitor or other Internet Automobile
     buying service. Further, at such point that an  Autoweb Site Visitor who
     has chosen a Direct Transaction begins to submit her contact information,
     Autoweb agrees not to serve advertisements with respect to products or
     services which are competitive to those offered by CarsDirect.

16.  AUTOWEB CONSUMER BENEFITS

     Subject to applicable laws, Autoweb, at its expense, may offer automotive
     specials and promotional offers for Visitors to the Autoweb Site.  Subject
     to applicable laws, CarsDirect will use commercially reasonable efforts to
     integrate such specials or promotional offers in the Autoweb Direct
     offering where appropriate where such specials or offers do not conflict
     with CarsDirect's product and service offerings. CarsDirect will not
     disadvantage Visitors to the

                                 CONFIDENTIAL

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<PAGE>

     Autoweb Sitewho choose a Direct Transaction as it pertains to specials,
     offers, incentives, and promotions that are generally available on the
     CarsDirect Site. CarsDirect will collaborate with Autoweb to create and
     implement special offers to Visitors to the Autoweb Site that choose to
     effect a Direct Transaction.

17.  TERM AND TERMINATION

     17.1 Term - This Agreement shall commence on the Effective Date and shall
          ----
          remain in effect for *** from the Effective Date (the "Initial Term")
          unless terminated sooner as provided below. The Parties may elect to
          renew the Agreement for an additional *** on mutually agreeable terms
          (the "Renewal Term"). The Initial Term and the Renewal Term, if any,
          shall be referred to collectively herein as the "Term".

     17.2 Termination for Breach - Notwithstanding anything to the contrary
          ----------------------
          stated herein, either of CarsDirect and Autoweb shall have the right
          to terminate this Agreement for material breach by the other Party. A
          material breach of Autoweb includes but is not limited to, the failure
          by Autoweb to achieve either (i) *** or more of the D2 Lead Minimum in
          two consecutive quarters or (ii) *** or more of the D2 Lead Minimum in
          any given quarter. Each Party has the right to terminate at any time
          for material breach of the other Party after thirty days from the
          effective date of written notice specifying the alleged breach,
          provided that the breaching Party fails to remedy said breach to the
          non-breaching Party's reasonable satisfaction within thirty (30) days
          of its receipt of said notice of breach. A material breach of
          CarsDirect includes but is not limited to CarsDirect's designation of
          Dark States such that over two consecutive quarters CarsDirect
          declines to accept *** or more of Autoweb's Total Lead Allocation. The
          Total Lead Allocation shall be defined as the collection of state
          allocations associated with Purchase Requests submitted to Autoweb
          during the quarter prior to said two consecutive quarters. A material
          breach of either party includes but is not limited a breach of the
          Exclusivity and Noncompetiton provisions of section 1 of this
          Agreement.

     17.3 Termination on Business Discontinuation or Bankruptcy. Either Party
          -----------------------------------------------------
          shall have the right to terminate this Agreement immediately upon
          notice to the other Party if at any time the other Party discontinues
          business or is adjudicated as bankrupt, files a voluntary, or is the
          subject of an involuntary petition in bankruptcy or reorganization.

     17.4 Effect of Termination - In the event of expiration or termination of
          ---------------------
          this Agreement, each Party shall use its best efforts to return any
          property provided by the other Party for the purposes of this
          Agreement, and particularly Confidential Information (as defined
          below), to the other Party. All amounts owing under this Agreement for
          services rendered prior to termination shall become immediately due
          --------
          and payable. Upon termination, all rights of CarsDirect to use
          Autoweb's trademarks shall immediately cease and all rights of Autoweb
          to use CarsDirect's trademarks licensed content or technology shall
          immediately cease.

                                 CONFIDENTIAL

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<PAGE>

18.  CONFIDENTIALITY

     18.1 The Parties agree and acknowledge that, as a result of negotiating,
          entering into and performing this Agreement each will have contact
          with the other's information of substantial value which is not
          generally known in the trade and which gives each Party an advantage
          over its competitors who do not know or use such information,
          including, but not limited to sales and customer information and
          business and financial information, techniques, processes, inventions,
          and developments relating to the business, products, practices or
          techniques of the Parties (hereinafter referred to as "Confidential
          Information").  The Parties hereto shall at all times, regard and
          preserve as confidential such Confidential Information obtained by the
          other from whatever source, whether oral or written, and regardless of
          whether same is labeled "confidential," and will not, during the
          period of this Agreement or thereafter, publish or disclose any part
          of such Confidential Information in any manner, or use the same except
          on behalf of the other Party, without the prior written consent of the
          other Party. Provided further it shall not be a breach of this
          Agreement if this Agreement is filed or its terms are disclosed as
          required in connection with a registration statement or report filed
          with the Securities and Exchange Commission pursuant to the Securities
          Act of 1933, as amended or the Securities Exchange Act of 1934, as
          amended and the regulations promulgated thereunder, as applicable,
          provided that the Party making such filing or disclosures consults
          with the other Party prior to any such filing or disclosure.

     18.2 Each Party hereby agrees that all notes, data, sketches, drawings and
          other documents and records, and all material and physical items of
          any kind, including reproductions and copies thereof, which relate in
          any way to the business, products, practices or techniques of the
          other Party, or contain Confidential Information made by the other
          Party or that come into the possession of either such Party from or on
          behalf of the other Party by reason of this Agreement, shall remain
          the property of the other Party and shall promptly be surrendered to
          the other Party at the expiration or termination of this Agreement.

     18.3 The Parties agree they will not disclose to the other, or induce the
          other to use, any invention or confidential information belonging to
          any third Party, if such disclosure or use violates Intellectual
          Property Rights of, or confidentiality obligations between the Party
          disclosing or inducing, and such third Party.

     18.4 A Party's obligations under this Paragraph shall not apply to any
          particular portion of the Confidential Information when that Party can
          document that:  (i) the portion was in the public domain at the time
          of communication thereof to the other; (ii) the portion was developed
          by employees or agents of each Party independently of and without
          reference to any Confidential Information or other information that
          the other Party has disclosed in confidence to any third Party; (iii)
          the portion was communicated to the Parties by a third Party free of
          any obligation of confidence; or (iv) disclosure of the portion  is
          required by law, provided that the disclosing Party gives the other
          Party prompt notice of the request for disclosure, cooperates with the
          other Party in obtaining a protective order or other remedy, and
          discloses only that portion of the Confidential Information which it
          is legally compelled to disclose.


19.  PRIVACY OF CONSUMER DATA

                                 CONFIDENTIAL

                                                                              13
<PAGE>

     Privacy.  Each Party represents and warrants that it has effective privacy
     -------
     policies and procedures in place for the protection of consumers.  Each
     Party further represents and warrants that it will comply with all
     applicable privacy laws.  Further privacy considerations are discussed in
     Exhibit C.

20.  MUTUAL PERFORMANCE STANDARDS

     Both CarsDirect and Autoweb will provide an acceptable 24x7 technical
     support plan with minimum bandwidth, and performance standards to be
     mutually agreed upon.

21.  NOTICES

     Any notices to be given hereunder shall be given in writing via facsimile
     or by registered or certified mail, postage prepaid with return receipt
     requested.  Mailed notices shall be addressed at the addresses appearing
     below, but each Party may change its address by written notice to the other
     Party in accordance with this Paragraph.  Notices shall be deemed effective
     as of actual receipt.

          To Autoweb.com:     Autoweb.com, Inc.
                              3270 Jay Street
                              Santa Clara, CA 95054
                              Attn: Dean A. DeBiase

          With a copy to:  General Counsel

          To CarsDirect.com:  CarsDirect.com, Inc.
                              10567 Jefferson Blvd.
                              Culver City, CA 90232
                              Attn: Robert N. Brisco

          With a copy to:  General Counsel

22.  NO WAIVER OF RIGHTS

     All waivers hereunder must be made in writing. Failure by either Party
     hereto at any time to require the other Party's performance of any
     obligation under this Agreement shall not affect the right subsequently to
     require performance of that obligation. The waiver, delay or failure of
     either Party to exercise any right provided for herein or any remedy for
     any default or breach of this Agreement shall not be deemed a waiver of any
     other or subsequent right or remedy hereunder.

23.  REPRESENTATIONS AND WARRANTIES


     23.1 General.  Each Party represents and warrants to the other Party that:
          --------
          (i) such Party has the full corporate right, power and authority to
          enter into this Agreement and to perform the acts required of it
          hereunder; (ii) the execution of this Agreement by such Party, and the
          performance by such Party of its obligations and duties hereunder, do
          not and shall not violate any agreement to which such Party is a Party
          or by which it is otherwise bound; (iii) when executed and delivered
          this Agreement is enforceable against such

                                 CONFIDENTIAL

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<PAGE>

          Party in accordance with its terms; and (iv) such Party acknowledges
          that the other Party makes no representations, warranties or
          agreements, related to the subject matter hereof that are not
          expressly provided for in this Agreement.

     23.2 Intellectual Property Rights. Each Party further represents and
          ----------------------------
          warrants that to the best of its knowledge, it owns, or has the right
          to use under valid and enforceable agreements, all Intellectual
          Property Rights reasonably necessary and related to the operation of
          its respective Site(s).  The operation of each Party's respective
          Site(s) as presently conducted or proposed to be conducted does not,
          to the Parties' knowledge, infringe or violate any material
          Intellectual Property Rights of any other person.  Each Party
          represents that other than Trilogy Software, Inc., et al. v.
          CarsDirect.com, Inc., et.al. pending in the United States District
          Court for the Western District of Texas, it has not received any
          charge, complaint, claim, demand or notice alleging any such
          infringement or violation. To each Party's best knowledge, no other
          Person has any right to or interest in any inventions, improvement,
          discoveries or other confidential information used by such Party that
          relate to the operation of that Party's Site(s), except for licenses
          of technologies.

     23.3 Geographic Adjustments. Each Party shall notify the other Party of any
          -----------------------
          enforcement action, administrative order, inquiry or examination
          against it by any governmental authority relative to its services
          performed under this Agreement.

     23.4 Performance.  Each Party represents and warrants that the services it
          -----------
          may provide under this Agreement shall be performed in a professional
          manner and will conform in all material respects to the standards set
          forth in this Agreement.

     23.5 WARRANTY DISCLAIMERS. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT,
          THE PARTIES' RESPECTIVE SITE(S), SERVICES, PAGES, AND THE CO-BRANDED
          PAGES ARE PROVIDED "AS IS" AND THE INFORMATION CONTAINED THEREIN IS
          NOT WARRANTED TO BE ERROR FREE. EACH PARTY DISCLAIMS ALL WARRANTIES,
          EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED
          WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
          AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF
          PERFORMANCE WITH RESPECT TO THE PARTIES SITE(S), SERVICES, PAGES AND
          THE CO-BRANDED PAGES.

     23.6 LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE PROVIDED, UNDER NO
          CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
          INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
          (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
          DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF SERVICES,
          THE USE OR INABILITY TO USE ANY SERVICE, SITES, THE JUMP PAGES, OR
          ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT
          LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS
          (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY SHALL
          REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES
          ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION
          HEREIN. EXCEPT AS PROVIDED HeREIN, (I) LIABILITY

                                 CONFIDENTIAL

                                                                              15
<PAGE>

          ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT, OBJECTIVELY
          MEASURABLE DAMAGES, AND EXCEPT WITH RESPECT TO SECTION EIGHTEEN HEREIN
          (II) THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY
          CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED ONE
          MILLION DOLLARS ($1,000,000).

24.  INDEMNIFICATION

     24.1 Indemnity.  Each Party shall defend, indemnify, save and hold harmless
          ---------
          the other Party and the officers, directors, agents, affiliates,
          distributors, franchisees and employees of the other Party from any
          and all third Party claims, demands, liabilities, costs of expenses,
          including reasonable attorneys' fees ("Liabilities"), resulting from
          (i) the indemnifying Party's material breach of any duty,
          representation, or warranty under this Agreement or (ii) the failure
          by either Party to possess or maintain any material approval, consent,
          license, permit, certificate or other right and permission now or
          hereafter required to provide its services to consumers under this
          Agreement .

     24.2 Claims.  If a Party entitled to indemnification hereunder (the
          -------
          "Indemnified Party") becomes aware of any matter it believes is
          indemnifiable hereunder involving any claim, action, suit,
          investigation, arbitration or other proceeding against the Indemnified
          Party by any third Party (each an "Action"); the Indemnified Party
          shall give the other Party (the "Indemnifying Party") prompt written
          notice of such Action.  Such notice shall (i) provide the basis on
          which indemnification is being asserted and (ii) be accompanied by
          copies of all relevant pleadings, demands, and other papers related to
          the Action and in the possession of the Indemnified Party.  The
          Indemnifying Party shall have a period of ten (10) days after delivery
          of such notice to respond.  If the Indemnifying Party elects to defend
          the Action or does not respond within the requisite ten (10) day
          period, the Indemnifying Party shall be obligated to defend the
          Action, at its own expense, and by counsel reasonably satisfactory to
          the Indemnified Party.  The Indemnified Party shall cooperate, at the
          expense of the Indemnifying Party, with the Indemnifying Party and its
          counsel in the defense and the Indemnified Party shall have the right
          to participate fully, at its own expense, in the defense of such
          Action.  If the Indemnifying Party responds within the required ten
          (10) day period and elects not to defend such Action, the Indemnified
          Party shall be free, without prejudice to any of the Indemnified
          Party's rights hereunder, to compromise or defend (and control the
          defense of) such Action at the Indemnifying Party's expense.  In such
          case, the Indemnifying Party shall cooperate, at its own expense, with
          the Indemnified Party and its counsel in the defense against such
          Action and the Indemnifying Party shall have the right to participate
          fully, at its own expense, in the defense of such Action.  Any
          compromise or settlement of an Action shall require the prior written
          consent of both Parties hereunder, such consent not to be unreasonably
          withheld or delayed.

                                 CONFIDENTIAL

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<PAGE>

25.  ASSIGNMENT


     Neither Party shall assign or attempt to assign any of its rights or
     obligations hereunder without the prior written consent of the other Party,
     which shall not be unreasonably withheld.  Without such consent, any
     attempted assignment will be void.

26.  AMENDMENT AND MODIFICATION

     No amendment or modification of this Agreement shall be binding unless
     executed in writing by both Parties.

27.  SURVIVAL

     Any terms of this Agreement, which by their nature extend beyond its
     termination, shall remain in full force and effect until fulfilled and
     apply to permitted successors and assignees.

28.  CHANGE OF CONTROL OF AUTOWEB

     Autoweb shall deliver one-half of the CarsDirect Shares, as adjusted for
     forward and reverse stock splits to CarsDirect at no cost to CarsDirect if
     a Change of Control of Autoweb involving a CarsDirect Competitor occurs
     during the twelve-month period following the Effective Date.  Further, in
     the event of such a Change of Control, neither CarsDirect nor Autoweb shall
     be bound by the exclusivity restrictions contained in Paragraph 1 of this
     Agreement. In the event of such a Change of Control of Autoweb, this
     Agreement will otherwise continue in full force and effect, including but
     not limited to the Parties' respective obligations to promote each other
     with similar prominence to other competitive offerings that may be added to
     each other's sites.

29.  SEVERABILITY

     If any paragraph, sentence, clause, word or combination thereof in this
     Agreement is judicially or administratively interpreted or construed as
     being in violation of any such provision of any jurisdiction, such
     paragraph, sentence, word, clause or combination thereof shall be
     inoperative in each such jurisdiction and the remainder of this Agreement
     shall remain binding upon the Parties hereto in each such jurisdiction and
     the Agreement as a whole shall be unaffected elsewhere.

30.  HEADINGS FOR CONVENIENCE

     Paragraph headings herein are for the convenience of the Parties only, and
     are not be given any substantive meaning in the interpretation of this
     Agreement.

31.  LAW TO GOVERN

     The validity, construction and enforceability of this Agreement shall be
     governed in all respects by the internal laws of the State of California
     and the United States of America.  If either Party institutes any lawsuit
     to enforce its rights hereunder, the prevailing Party in any such suit, as
     determined by the court, shall be entitled to recover from the other its
     costs, including a reasonable attorney's fee and the costs of any
     prevailing appeals therefrom.

                                 CONFIDENTIAL

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<PAGE>

32.  DISPUTE RESOLUTION

     Any dispute, controversy, claim or disagreement between the parties hereto
     arising from, relating to or in connection herewith, or the relationships
     of the Parties, excluding  any dispute, controversy, claim, disagreement or
     document related to the ownership or right to use any Intellectual Property
     Rights, but including questions regarding the interpretation, meaning or
     performance of this Agreement and including non-Intellectual Property
     Rights claims based on contract, tort, common law, equity statute,
     regulation, order or otherwise ("Dispute") shall be resolved in accord with
     Exhibit E.

33.  TRADEMARKS

     33.1 Trademark License. Each Party shall be entitled to use the trade
          -----------------
          names, trademarks and service marks of the other Party for which the
          other Party  holds all rights necessary for use in connection with
          this Agreement (the "Marks"); provided that a Party:  (i) shall not
                                        ---------
          create a unitary composite mark involving a Mark of the other Party
          without the prior written approval of such other Party; or (ii) shall
          display symbols and notices clearly and sufficiently indicating the
          trademark status and ownership of the other Party's Marks in
          accordance with applicable trademark law and practice.

     33.2 Ownership of Trademarks.  Each Party acknowledges the ownership right
          -----------------------
          of the other Party in the Marks of such other Party and agrees that
          all use of the other Party's Marks shall inure to the benefit, and be
          on behalf, of the other Party.  Each Party acknowledges that is
          utilization of the other Party's Marks shall not create in it, nor
          shall it represent it has, any right, title, or interest in or to such
          Marks other than the licenses expressly granted herein.  Each Party
          agrees not to do anything contesting or impairing the trademark rights
          of the other Party.

     33.3 Quality Standards.  Each Party agrees that the nature and quality of
          -------------------
          its products and services supplied in connection with the other
          Party's Marks shall conform to quality standards set by the other
          Party.  Each Party agrees to supply the other Party, upon request,
          with a reasonable number of samples of any Materials publicly
          disseminated by such Party which utilize the other Party's Marks.
          Each Party shall comply with all applicable laws, regulations, and
          customs and obtain any required government approvals pertaining to use
          of the other Party's marks.

     33.4 Infringement Proceedings.  Each Party agrees to promptly notify the
          -------------------------
          other Party of any unauthorized use of the other Party's Marks of
          which it has actual knowledge.  Each Party shall have the sole right
          and discretion to bring proceedings alleging infringement of its Marks
          or unfair competition related thereto; provided, however, that each
          Party agrees to provide the other Party with its reasonable
          cooperation and assistance with respect to any such infringement
          proceedings.

34.  PROVISION OF PERSONNEL AND MATERIALS

     There are no third Party beneficiaries of this Agreement. Each Party shall
     be financially responsible for the personnel, equipment and materials
     needed to perform its obligations hereunder.

                                 CONFIDENTIAL

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<PAGE>

35.  PUBLICITY

     The Parties will jointly prepare and issue mutually agreed upon press
     releases concerning their relationship, the existence of this Agreement and
     the terms hereof. The press release(s) shall  include but not be limited to
     the following points:

  .  Autoweb will place a direct option on its site to allow consumers to visit
     CarsDirect to configure and purchase a vehicle. CarsDirect is the Direct
     infrastructure partner for Autoweb, jointly offering a direct sale option
     to Autoweb's consumers.

  .  CarsDirect and Autos.com will place exclusive links on their sites to
     Autoweb.com
  .  Visitors to the CarsDirect site will also have an option to link to
     Autoweb.com to list their used cars for sale.

  .  Autoweb and CarsDirect agree to explore ways in which Autoweb could be a
     premier infrastructure partner for CarsDirect jointly building out
     Autos.com and marketing it into the automotive industry.

     Otherwise, no public statements concerning the existence or terms of this
     Agreement shall be made or released by a party to any medium except with
     the prior approval of the other party or as required by law.

36.  FORCE MAJEURE

     Except as otherwise provided herein, each Party shall be excused for any
     defaults or delays in the performance of its obligations hereunder if and
     to the extent such default or delay is caused, directly or indirectly, by
     fire, flood, earthquake, elements of nature or acts of God, acts of war,
     terrorism, riots, civil disorders, rebellions or revolutions in the United
     States, strikes, lockouts, or labor difficulties, or any other act clearly
     beyond the reasonable control of such Party.  In such event, the affected
     Party will be excused from any further performance or observance of the
     obligation(s) so affected for as long as such event continues; provided
     that such Party gives the other Party prompt notice of such force majeure
     event and of the anticipated delay, and the affected Party is diligent in
     attempting to remove or cure such cause and to mitigate the delay.
     Performance shall be excused only for the duration of the force majeure
     event.

37.  COUNTERPARTS

     This Agreement may be executed in counterparts, each of which shall be
     deemed an original and all of which together shall constitute one
     instrument.

38.  SCOPE

     This Agreement is intended to apply only to the United States of America
     and shall not apply in or to any foreign jurisdictions or countries.

39.  WEBSITE CONTROL

     The Parties shall bear the risks and liabilities associated with errors and
     omissions arising from their respective websites.

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<PAGE>

40.  ENTIRE AGREEMENT

     This Agreement, including each Exhibit attached hereto, and the investment
     agreement referenced in Paragraphs 6 and 7, constitutes the complete and
     exclusive agreement between the Parties and supersedes all prior
     representations, understanding, and communications, oral and written,
     between the Parties relating to the subject matter thereof.


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
day and year first above written.


CARSDIRECT.COM, INC.                           AUTOWEB.COM, INC.


By:     /s/ Robert N. Brisco                   By: /s/ Dean A. DeBiase
        -------------------------------           --------------------
        Robert N. Brisco                               Dean A. DeBiase
Title:  Chief Executive Officer                Title:  Chief Executive Officer
Date:   March 16, 2000                         Date:   March 16, 2000

                                 CONFIDENTIAL

                                                                              20
<PAGE>

                                   EXHIBIT A



                             SEE ATTACHED DOCUMENT

                                     [***]

                                 CONFIDENTIAL

                                                                              21
<PAGE>

                                   EXHIBIT B

                                  DEFINITIONS


The following definitions shall apply to this Agreement:

1.   "Affiliate(s)" means any Person that, directly or indirectly, through one
     or more intermediaries, (a) owns or controls another Person, (b) is owned
     or controlled by another Person, or (c) is under common control or
     ownership with another Person. As used herein, "control" means the power to
     direct the management of affairs of a Person, and "ownership" means the
     direct or indirect beneficial ownership of more than 50% of the equity
     securities of a Person, or in the case of a Person that is not a
     corporation, more than 50% of the voting and/or equity interest.

2.   "Automobile" means any new motor vehicle designed for use on public
     roadways, including but not limited to standard passenger cars, sport
     utility vehicles, vans and minivans and light trucks

3.   "Automobile Purchase" means (i) a purchase or lease of an Automobile by an
     Automobile Purchaser; (ii) for which CarsDirect has received and reported
     as revenue the purchase or lease price therefrom. Provided further, an
     Automobile Purchase shall be deemed to be consummated upon delivery of an
     Automobile to the Automobile Purchaser who is purchasing or leasing such
     Automobile and the confirmation of such delivery (and acceptance thereof)
     by CarsDirect in accordance with its standard practices.

4.   "Automobile Purchase Marketing Fees" means the "Price Per Car Sold" set
     forth on Exhibit A.

5.   "Automobile Purchaser" means a D1 or D2 Lead that completes an Automobile
     Purchase with CarsDirect.

6.   "Auto Response Email" shall mean the email sent by CarsDirect to D1 Leads
     (the content of which shall be determined by CarsDirect but branding of
     which will be mutually agreed by the Parties per Paragraph 3.1) that allows
     such D1 Leads to access the Co-Branded Site.

7.   "Autos Site" means the web site owned by CarsDirect located at the URL
     http://www.autos.com.
     --------------------

8.   "Autoweb Competitor" means any Person principally engaged in the Referral
     Business Model.

9.   "Autoweb Configurator" means the data, tools and logic designed and
     produced by Autoweb and its division, Automotive Information Center, which
     allows a consumer to dynamically and correctly specify all options and
     packages for a specific vehicle (year, make, model, trim). Such tool may
     include pricing (MSRP, Invoice and other) associated with specific option
     and package selections.

10.  "Autoweb Jump Page(s)" means the page(s) to be designed and produced by
     Autoweb and CarsDirect and hosted by Autoweb or CarsDirect to which Leads
     will link until Level 2 Phase Two and that shall also be linked to the
     CarsDirect Site.

11.  "Autoweb Site" means the consumer automotive Internet site located at the
     URL http:// www.autoweb.com.
                 ---------------

                                 CONFIDENTIAL

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<PAGE>

12.  "CarsDirect Competitor" shall mean ***.

13.  "CarsDirect Configurator" means the data, tools and logic designed and
     produced by CarsDirect which allows a consumer to dynamically and correctly
     specify all options and packages for a specific vehicle (year, make, model,
     trim). Such tool may include pricing (MSRP, Invoice and CarsDirect)
     associated with specific option and package selections.

14.  "CarsDirect Jump Page(s)" means the page(s) to be designed and produced by
     CarsDirect and Autoweb and hosted by CarsDirect or Autoweb to which
     Referrals will link and that shall also be linked to the Autoweb Site.

15.  "CarsDirect Prohibited Transaction" means ***.

16.  "CarsDirect Purchase Request" means (i) a request under the Direct
     Transaction Business Model to purchase a specified Automobile submitted at
     the Co-Branded Site by a Visitor to the Autoweb Site who arrives at the Co-
     branded Site via a link from the Autoweb Site; (ii) for which all mandatory
     fields have been completed, including but not limited to, name, address,
     phone number and valid e-mail address; (iii) for which CarsDirect has not
     received within the previous thirty (30) day period, a request for a
     similar Automobile from a person identified by the same name and/or e-mail
     address; and (iv) which is accompanied by the required Purchase Request
     deposit.

17.  "CarsDirect Site" means the consumer automotive Internet buying service
     site located as www.carsdirect.com.
                     ------------------

18.  "Change of Control" means the transfer of Control from the Person or
     Persons who hold such Control on the Effective Date.

19.  "Control" means possessing, directly or indirectly, the power to direct or
     cause the direction of the management and policies of any entity, whether
     through ownership of voting securities, by contract or otherwise. For
     purposes of the preceding sentence, "ownership" means the direct or
     indirect beneficial ownership of more than 50% of the equity securities of
     a Person, or in the case of a Person that is not a corporation, more than
     50% of the voting and/or equity interest.

20.  "Co-Branded Site" means a version of the CarsDirect Site that is branded
     with CarsDirect and Autoweb logos and trademarks, and the Autoweb frame
     (which is currently in development) when technically feasible and
     commercially reasonable The Co-Branded Site shall consist either of a set
     of web pages that are separate and distinct from those that otherwise
     constitute the remainder of the CarsDirect Site or, at the election of
     CarsDirect, shall be a set of web pages that are dynamically created for
     presentation to visitors to the Co-Branded Site in a manner that is
     consistent with (I) this definition, and (II) the other provisions of this
     Agreement that describe the content of the web pages that are to constitute
     the Co-Branded Site.

21.  "D1 Lead" means a Visitor to the Autoweb Site that (i) submits to Autoweb a
     Purchase Request, (ii) is referred to the Autoweb Jump Page and (iii)
     receives the Auto Response Email from CarsDirect; and (iv) is uniquely sold
     to CarsDirect.

22.  "D1 Lead Fee" shall have the meaning set forth on Exhibit A.

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23.  "D1 Lead Maximum" shall have the meaning set forth on Exhibit A

24.  "D2 Lead" means a Visitor to the Autoweb Site that chooses the Direct
     Transaction Business Model and completes the Direct Flow as defined in
     Exhibit D.

25.  "D2 Lead Fee" shall have the meaning set forth on Exhibit A.

26.  "D2 Lead Minimum" shall have the meaning set forth on Exhibit A.

27.  "Dark State(s)" means those U.S. States from where CarsDirect declines to
     accept D1 or D2 Leads, as per the Lead Criteria on Exhibit A.

28.  "Direct Transaction" means the pursuit by a consumer of an Automobile
     Purchase by way of the Direct Transaction Business Model.

29.  "Direct Transaction Business Model" means the method of doing business for
     an Automobile Purchase over the Internet in which a consumer configures a
     new Automobile, receives an up front selling price (as distinct from "MSRP"
     or "Invoice Price") for the configured vehicle and facilitates the
     transaction in some manner. In general, this includes models which are
     similar to those employed by ***.

30.  "Direct Transaction Placement" shall mean the prominently displayed fixed
     placement pages on the Autoweb Site that shall offer Visitors to the
     Autoweb Site the ability to initiate a Direct Transaction. The Parties
     shall collaborate on the design, layout and posting of the Direct
     Transaction Placement.

31.  "Dispute" has the meaning given to it in Paragraph 31.

32.  "Excluded Party" means ***.

33.  "Intellectual Property Rights" means any patents, inventions, invention
     disclosures, Marks (as defined hereinafter), material trade secrets, know-
     how, formulae and processes, software programs (except off-the-shelf
     commercial programs licensed from third Parties), proprietary data and
     databases, copyrights and all other similar items of intellectual property,
     whether registered or unregistered, including any rights created by use
     thereof. "Marks" shall mean all right, title and interest in and to any
     United States or foreign trademarks, service marks and trade names,
     including any registration or application for registration of any
     trademarks and service marks in the United States Patent and Trademark
     Office or the equivalent thereof in any state of the United States or in
     any foreign country, as well as any unregistered marks, and any trade dress
     (including logos, designs, company names, business names, fictitious names
     and other business identifiers) in the United States or any foreign
     country.

34.  "Launch" means activation of the Co-Branded Site, and the Direct
     Transaction Placement for purposes other than testing for availability to
     the general public.

35.  "Leads" means individually or collectively the D1 Leads and the D2 Leads.

36.  "Lead Criteria" means those parameters for Leads described on Exhibit A.

37.  "Lead Fees" means individually or collectively the D1 Lead Fees and the D2
     Lead Fees.

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38.  "Person" means any natural person, corporation, partnership, limited
     liability company or other entity.

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39.  "Purchase Request" means the process and information in which a consumer
     provides basic information on the features and attributes of the Automobile
     he desires, has the opportunity to research further information on the
     desired Automobile, and provides his personal information (including
     Automobile make, Automobile model, Automobile trim, Automobile exterior and
     exterior color, Automobile engine, Automobile options, name, address, email
     address, phone number, purchase method information, expected Automobile
     Purchase time, trade in status, and any other information generally
     collected by Autoweb from Visitors to the Autoweb Site who submit Purchase
     Requests) for a third party (such as a dealer, manufacturer or other) to
     contact the consumer to negotiate the consumer's Automobile Purchase.
     Purchase Requests are used only in the Referral Business Model.

40.  "Referral Business Model" and "Referral Business" means a company that is
     (i) the principal in and (ii) is principally engaged in the referral of
     Purchase Requests for new Automobiles to new car franchised Automobile
     dealers and Automobile manufacturers and provided that such Referral
     Business has a minimum of 400 Automobile dealers (with the dealerships and
     franchises of each "consolidator group", dealer group and mega-dealer
     counted together as one Automobile dealer); provided, however, the Persons
     or classes of Persons listed on Exhibit H shall not be deemed a Referral
     Business.

41.  "Tracked Links" means a link from the CarsDirect Site or Autos.com to the
     Autoweb Site.

42.  "Undesirable Leads" has the meaning given to it in paragraph 2.1

43.  "Visitor" means a consumer who visits a website.

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Source: OneCLE Business Contracts.