CONFIDENTIAL TREATMENT REQUESTED
AMENDMENT NUMBER 2 TO INTERACTIVE MARKETING AGREEMENT
This Amendment Number 2 to Interactive Marketing Agreement (this "Second Amendment") dated as of April 1,
2001 (the "Second Amendment Date"), is by and between America Online, Inc. ("AOL"), a Delaware
corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and Autoweb.com ("MP" or "Autoweb"),
a Delaware corporation, with offices at 3270 Jay Street, Santa Clara, California 95054, and shall amend that
certain Interactive Marketing Agreement dated June 30, 1999, by and between AOL and MP (the "Original
Agreement"), as amended by that certain Amendment Number 1 to Interactive Marketing Agreement, by and
between AOL and MP (the "First Amendment") (the Original Agreement as amended by the First Amendment is
hereinafter referred to as the "Agreement"). Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Agreement.
1. The Parties have reviewed the performance of the relationship created pursuant to the Agreement and have
now desire to amend the relationship further in accordance with the Terms of this Second Amendment.
2. Except as specifically amended by this Second Amendment, the Parties desire that the Agreement remain in
full force and effect.
A.1 AMENDMENT OF CARRIAGE PLAN. Exhibit A of the Agreement as amended by Section L.1. of the
First Amendment is hereby further amended to provide that in lieu of the Promotions set forth herein, the
Promotions to be provided from and after the Second Amendment Date in accordance therewith shall be as set
forth on Exhibit A of this Second Amendment.
A.2 IMPRESSIONS COMMITMENT. The first sentence of Section 1.2 of the Agreement as amended by
Section L.2. of the First Amendment is hereby further amended to provide that the Impression Commitment,
during the Initial Term, as set forth in the First Amendment, shall be reduced to an amount equal to the sum