Exhibit (d)(12)


                             AMENDMENT NO. 1 TO THE
                    AUTOBYTEL.COM INC. 2000 STOCK OPTION PLAN

        This Amendment No. 1 ("Amendment No. 1") dated as of December 5, 2001 to
the autobytel.com inc. 2000 Stock Option Plan (the "Plan") is adopted by the
Board of Directors (the "Board") of Autobytel Inc. (the "Company") pursuant to
Section 8.1 of the Plan.

        Effective as of the date hereof, the Plan is hereby amended by deleting
Section 1(i) in its entirety and inserting in lieu thereof the following:

                "(i) "Fair Market Value of Shares" shall mean, as of any
    date, the value of a Share(s) determined as follows:

                (i) If the Shares are at the time traded on the Nasdaq National
        Market or the Nasdaq SmallCap Market, then the Fair Market Value shall
        be the closing sales price per share of Shares on the date in question,
        as such price is reported by the National Association of Securities
        Dealers on the Nasdaq National Market, the Nasdaq SmallCap Market or any
        successor system, as applicable. If there is no closing sales price for
        the Shares on the date in question, then the Fair Market Value shall be
        the closing sales price on the last preceding date for which such
        quotation exists.

                (ii) If the Shares are at the time listed on any established
        stock exchange, then the Fair Market Value shall be the closing sales
        price per share of Shares on the date in question on the stock exchange
        determined by the Administrator to be the primary market for the Shares,
        as such price is officially quoted in the composite tape of transactions
        on such exchange. If there is no closing sales price for the Shares on
        the date in question, then the Fair Market Value shall be the closing
        sales price on the last preceding date for which such quotation exists.

                (iii) If the Shares are at the time neither listed on any stock
        exchange nor traded on the Nasdaq National Market or the Nasdaq SmallCap
        Market, then the Fair Market Value shall be determined by the
        Administrator after taking into account such factors as the
        Administrator shall deem appropriate."

        Except as specifically amended hereby, the Plan shall remain in full
force and effect as in existence on the date hereof, and any reference to the
Plan shall mean the Plan as amended hereby.

        IN WITNESS WHEREOF, the Board has caused this Amendment No. 1 to be duly
executed as of the day and year first above written.

                                            AUTOBYTEL INC.

                                            By:  /S/ ARIEL AMIR
                                               ---------------------------------
                                            Name:  Ariel Amir
                                            Title: Executive Vice President,
                                            General Counsel and Secretary