AUTOBYTEL COM INC
EXHIBIT 10.37
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<TYPE>EX-10.37
<SEQUENCE>6
<FILENAME>a71059ex10-37.txt
<DESCRIPTION>EXHIBIT 10.37
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                                                                  EXHIBIT 10.37


                              EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") is made and entered into, at Irvine,
California, as of August 30, 1999, by and between autobytel.com inc., a
corporation duly organized under the laws of the State of Delaware, with its
principal offices at 18872 MacArthur Blvd., Second Floor, Irvine, California,
92612-1400, a Delaware Corporation, and its affiliated companies, including
DealerSites.com Corporation, a corporation duly organized under the laws of the
State of Delaware, with offices in Houston, Texas, (hereinafter, collectively
referred to as the "Company"), and AMIT KOTHARI, domiciled at 27 Union Jack #B,
Marina del Ray, California 90292.

        WHEREAS:    Company desires to employ Amit Kothari (hereinafter,
                    sometimes referred to herein as "Employee"), as Corporate
                    Controller for the Company.

        WHEREAS:    Employee desires to be so employed by the Company, subject
                    to the following terms and conditions.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and with reference to the above recitals, the parties hereby
agree as follows:

ARTICLE 1. TERM OF EMPLOYMENT

        Section 1.1 The Company hereby employs Amit Kothari as Corporate
        Controller of the Company, on an "at-will" basis and Employee hereby
        accepts such employment by the Company, on such basis, commencing on or
        about September 15, 1999.

ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE

        Section 2.1 Employee shall be employed as a full time employee of the
        Company. In such capacity, Employee shall do and perform all services,
        acts, or things necessary or advisable as Corporate Controller of the
        Company, subject at all times to all present and future policies and
        requirements of the Company in connection with Company's business.
        Employee shall perform all services required hereunder to the best of
        his/her ability.

ARTICLE 3. OBLIGATIONS OF THE COMPANY

        Section 3.1 The Company shall provide Employee with the compensation,
        incentives, benefits, and business expense reimbursement specified
        elsewhere in this Agreement. Employee and the Company acknowledge that
        such compensation, incentives, benefits, and business expense
        reimbursement are commensurate with the duties and obligations required
        of Employee hereunder.



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ARTICLE 4. COMPENSATION OF EMPLOYEE

        Section 4.1 As compensation for services to be rendered by Employee
        pursuant to this Agreement, the Company hereby agrees to pay Employee a
        semi-monthly (twenty-four (24) pay periods per year) salary of $4,791.67
        payable at such times or on such dates that Employees of the Company are
        regularly and customarily paid.

        Section 4.2 Employee will be granted stock options under ABT's 1999
        Stock Option Plan to purchase 20,000 shares of ABT common stock at an
        exercise price equal to the closing price of ABT's common stock on the
        date of hire subject to approval by the Board of Directors. One-fourth
        of the option grant will vest on the first anniversary of the date of
        grant and the remainder of the option grant will vest at a rate of
        1/48th of the entire grant per month, with the entire grant also vesting
        as otherwise provided in such plan.

        Section 4.3 Employee will receive an annual bonus of $15,000 subject to
        achievement of predetermined objectives.

        Section 4.4 Employee will receive a performance bonus of $18,500 based
        on three specific performance objectives that are set for each 12 month
        period beginning October 1, 1999, so that the accomplishment of all
        three objectives each year will result in a $18,500 bonus for each of
        two years, or a total of $37,000.

        Section 4.5 Employee will be eligible to receive reimbursement of
        $10,000 for relocation.

        Section 4.6 The Company shall have the right to deduct or withhold from
        the compensation due to Employee hereunder any and all sums required for
        federal income and social security taxes and all state or local taxes
        now applicable or that may be enacted and become applicable during the
        Term.



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ARTICLE 5. EMPLOYEE BENEFITS

        Section 5.1 The Company agrees that Employee shall be eligible to
        participate in the company's group benefits package. The company will
        pay for all or part of the premium costs based upon plan selection and
        dependents' covered. Medical, dental and life insurance benefits are
        effective on the 1st of the month following 30 days of employment.

        Section 5.2 Employee shall be eligible to participate in the Company's
        401(K) retirement savings plan on the first enrollment period following
        90 days of employment. Enrollment in the Plan takes place on January 1st
        and July 1st of each year.

        Section 5.3 Paid vacation is provided to all regular full-time ABT
        personnel. Vacation is accrued monthly at a rate equal to two (2) weeks
        (80 hours) per year during the first five years of employment. After
        completing five (5) years of employment, employees will begin to accrue
        at a rate equal to three (3) weeks (120 hours) per year. Employees begin
        accruing vacation in the first month in which they have completed 120
        hours of service. However, paid vacation may not be taken until an
        employee has completed six (6) months of service. Vacation taken prior
        to six (6) months will be unpaid, and may only be taken with supervisor
        approval. Only accrued, but unused vacation will be paid out to
        employees in the event of termination.

        Section 5.4 Regular full-time employees are eligible for up to six (6)
        days of paid sick time off per year. Employees who have been employed
        since January 1st will be eligible for the full six (6) days of paid
        sick time off. Employees hired after the first of the year will receive
        a pro-rated amount of time based upon their date of hire. Because sick
        time does not accrue, balances are not paid out to an employee in the
        event of termination.



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ARTICLE 6. BUSINESS EXPENSES

        Section 6.1 The Company shall pay or reimburse Employee for all
        reasonable and authorized business expenses incurred by Employee during
        the Term; such payment or reimbursement shall not be unreasonably
        withheld so long as said business expenses have been incurred for and
        promote the business of the Company and are normally and customarily
        incurred by employees in comparable positions at other comparable
        businesses in the same or similar market. Notwithstanding the above, the
        Company shall not pay or reimburse Employee for the costs of any
        membership fees or dues for private clubs, civic organizations, and
        similar organizations or entities, unless and until such organizations
        and the fees and costs associated therewith have been approved in
        writing by the Board of Directors of the Company.

        Section 6.2 The Company shall reimburse Employee for business-related
        mileage at the reimbursement rate approved by the United States Internal
        Revenue Service, as such rate may change from time to time.
        Notwithstanding the foregoing, the Company shall not reimburse Employee
        for mileage traveled to the Company's office from Employee's residence,
        or from the Company's office to Employee's residence. Nothing contained
        in this Section 6.2 shall be construed as requiring the Company to
        reimburse Employee for the cost of gasoline for his/her motor vehicle.

        Section 6.3 As a condition to reimbursement, Employee shall furnish to
        the Company adequate records and other documentary evidence required by
        federal and state statutes and regulations for the substantiation of
        each expenditure as an income tax deduction. Employee acknowledges and
        agrees that failure to furnish the required documentation may result in
        the Company denying all or part of the expense for which reimbursement
        is sought.

ARTICLE 7. TERMINATION OF EMPLOYMENT

        ABT is an "At-Will" employer. You are free to terminate your employment
        with ABT at any time, with or without reason, and ABT has the right to
        terminate your employment at any time with or without reason. Although
        ABT may choose to terminate employment for cause, cause is not required.


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ARTICLE 8. RESTRICTIVE COVENANTS

        Section 8.1 Employee shall devote all or substantially all of his/her
        entire productive time, ability and attention to the business of the
        Company during the Term. Employee shall not engage in any other business
        duties or pursuits whatsoever, or directly or indirectly render any
        services of a business, commercial, or professional nature to any other
        person or organization, including, but not limited to, providing
        services to any business that is in competition with or similar in
        nature to the Company, whether for compensation or otherwise, without
        the prior written consent of the Company's Board of Directors. However,
        the expenditure of reasonable amounts of time for educational,
        charitable, or professional activities shall not be deemed a breach of
        the Agreement, if those activities do not materially interfere with the
        services required under this Agreement, and shall not require the prior
        written consent of the Company's Board of Directors. Notwithstanding
        anything herein contained to the contrary, this Agreement shall not be
        construed to prohibit Employee from making passive personal investments
        or conducting private business affairs if those activities do not
        materially interfere with the services required hereunder.

        Section 8.2 During the Term and following termination of this Agreement,
        Employee agrees that, without the Company's prior written consent, he
        will not disclose to any person, firm, association, partnership, entity
        or corporation, any information concerning: (a) the business operations
        or internal structure of the Company; (b) the customers of the Company;
        (c) the financial condition of the Company; and (d) other confidential
        information pertaining to the Company, including without limitation,
        trade secrets, technical data, marketing analyses and studies, operating
        procedures, customer and/or inventor lists, or the existence or nature
        of any of the Company's agreements; provided, however, that Employee
        shall be entitled to disclose such information: (i) to the extent the
        same shall have otherwise become publicly available (unless made
        publicly available by Employee); or (ii) during the course of or in
        connection with any litigation, arbitration, or other proceeding based
        upon or in connection with the subject matter of this Agreement.

        Section 8.3 Employee acknowledges that a breach or violation of the
        covenants contained in Section 8.2 will cause severe and irreparable
        harm to the Company and that recovery by the Company of monetary damages
        will not constitute an adequate remedy. Accordingly, in the event of any
        breach or violation of such covenants by Employee, and with the Company
        not having an adequate remedy at law, the Company will have the right to
        have Section 8.2 of this Agreement specifically enforced by any court
        having equity jurisdiction, without requirement of bond or showing of
        actual damages, provided that nothing contained herein shall limit or
        restrict any other rights or remedies that the Company may have. Each of
        the rights and remedies of the Company enumerated in this Section shall
        be independent of the other, and shall be in addition to, and not in
        lieu of, any other rights and remedies available to the Company under
        law or in equity.



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ARTICLE 9. GENERAL PROVISIONS

        Section 9.1 This document contains the entire agreement between the
        parties with respect to the subject matter hereof.

        Section 9.2 No waiver, by conduct or otherwise, by any party of any
        term, provision, or condition of this Agreement, shall be deemed or
        construed as a further or continuing waiver of any such term, provision,
        or condition.

        Section 9.3 No modification, waiver, amendment, discharge or change of
        this Agreement, shall be valid unless the same is in writing and signed
        by the party against whom enforcement of such modification, waiver,
        amendment, discharge, or change is sought.

        Section 9.4 Except as hereinafter provided, all claims, disputes and
        other matters in question between the parties hereto arising out of, or
        relating to this Agreement or the breach thereof, shall be resolved
        solely by mediation and arbitration in accordance with the provisions of
        this Section 9.4.

                9.4.1   With respect to any dispute between the parties, the
                        parties shall attempt in good faith first to mediate
                        such dispute and use their best efforts to reach
                        agreement on the matters in dispute. After a written
                        request for non-binding mediation, which shall specify
                        in detail the facts of this dispute, and within ten (10)
                        business days from the date of delivery of the demand,
                        the matter shall be submitted to a mediator mutually
                        agreeable to the parties (the "Mediator") in Irvine,
                        California. The party who did not initiate the mediation
                        may submit a statement of facts to the Mediator, and
                        provide a copy to the other party within five (5)
                        business days of the mediation hearing. The mediator
                        shall hear the matter and provide an informal opinion
                        and advice, none of which shall be binding upon the
                        parties, but is expected by the parties to help resolve
                        the dispute. Pursuant to Evidence Code Section 1152.5(c)
                        the parties agree: (i) Evidence of anything said or of
                        any admission made in the course of the mediation is not
                        admissible in evidence, and disclosure of any such
                        evidence shall not be compelled, in any arbitration
                        proceeding or civil action in which, pursuant to law,
                        testimony can be compelled to be given; (ii) Unless the
                        document otherwise provides, no document prepared for
                        the purpose of, or in the course of, or pursuant to, the
                        mediation, or copy thereof, is admissible in evidence,
                        and disclosure of any such document shall not be
                        compelled, in any arbitration proceeding or civil action
                        in which, pursuant to law, testimony can be compelled to
                        be given; and (iii) The Mediator's fee shall be shared
                        equally by the parties. If the dispute has not been
                        resolved, the matter shall then be submitted to
                        arbitration in accordance with section 9.4.2



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                9.4.2   Any dispute between the parties that is to be resolved
                        by arbitration as provided in Section 9.4.1 shall be
                        conducted pursuant to the provisions of California Code
                        of Civil Procedure Sections 1280 through 1287.6, except
                        as provided below. Any such arbitration shall be held
                        and conducted in Irvine, California, and shall be
                        conducted by a sole arbitrator mutually selected by the
                        parties. If the parties cannot agree on a sole
                        arbitrator within ten (10) business days from the first
                        request for arbitration, each party shall each select
                        one arbitrator and the two (2) selected arbitrators
                        shall select the third arbitrator. The parties further
                        agree: (i) Any request for arbitration shall be in
                        writing and must be made within a reasonable time after
                        the claim, dispute or other matter in question has
                        arisen; provided, however, that in no event shall the
                        demand for arbitration be made after the date that
                        institution of legal or equitable proceedings based on
                        such claim, dispute, or other matter would be barred by
                        the applicable statute of limitations; (ii) The
                        arbitrator or arbitrators appointed must be former or
                        retired judges or attorneys at law with at least ten
                        (10) years experience in employment, financing, and
                        other matters; (iii) All proceedings involving the
                        parties shall be reported by a certified shorthand court
                        reporter and written transcripts of the proceedings
                        shall be prepared and made available to the parties;
                        (iv) The arbitrator or arbitrators shall prepare in
                        writing and provide to the parties an award together
                        with the reasons upon which the award of the arbitrators
                        is based; (v) The final award by the arbitrator or
                        arbitrators must be made within ninety (90) days from
                        the date the arbitration proceedings are initiated; (vi)
                        The prevailing parties shall be awarded reasonable
                        attorney's fees, expert and non-expert witness costs and
                        expenses, and other costs and expenses incurred in
                        connection with the arbitration, unless the arbitrator
                        or arbitrators for good cause determine otherwise; (vii)
                        Costs and fees of the arbitrator or arbitrators shall be
                        borne by the non-prevailing parties, unless the
                        arbitrator or arbitrators for good cause determine
                        otherwise; and (viii) The award or decision of the
                        arbitrator or arbitrators, which may include equitable
                        relief, shall be final and judgment may be entered on it
                        in accordance with applicable law in any court having
                        jurisdiction over the matter.



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NOTICE: BY INITIALING IN THE SPACE BELOW THE PARTIES ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS SECTION DECIDED BY NEUTRAL
ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND THE PARTIES ARE GIVING UP ANY
RIGHTS THE PARTIES MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN COURT OR JURY
TRIAL. BY INITIALING IN THE SPACE BELOW THE PARTIES ARE GIVING UP THEIR JUDICIAL
RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN
THE PROVISIONS OF THIS SECTION. IF THE PARTIES REFUSE TO SUBMIT TO ARBITRATION
AFTER AGREEING TO THIS PROVISION, THE PARTIES MAY BE COMPELLED TO ARBITRATE
UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. THEIR AGREEMENT
TO THE ARBITRATION PROVISION IS VOLUNTARY.

THE PARTIES HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN THIS SECTION TO NEUTRAL ARBITRATION.

        Company Initials /s/ HP            Employee's Initials  /s/ AK
                         -------------                         -------------

        Section 9.5 The rights under this Agreement, or by law or equity, shall
        be cumulative and may be exercised at any time and from time to time. No
        failure by any party to exercise, and no delay in exercising, any rights
        shall be construed or deemed to be a waiver thereof, nor shall any
        single or partial exercise by any party preclude any other or future
        exercise thereof or the exercise of any other right.

        Section 9.6 Except as otherwise provided in this Agreement, any notice,
        approval, consent, waiver or other communication required or permitted
        to be given or to be served upon any person in connection with this
        Agreement shall be in writing. Such notice shall be personally served,
        sent by telegram, tested telex or cable, or sent prepaid by registered
        or certified mail with return receipt requested and shall be deemed
        given (i) if personally served, when delivered to the person to whom
        such notice is addressed, (ii) if given by telegram, telex or cable,
        when sent, or (ii) if given by mail, two (2) business days following
        deposit in the United States mail. Any notice given by telegram, telex
        or cable shall be confirmed in writing within forty-eight (48) hours
        after being sent. Such notices shall be addressed to the party to whom
        such notice is to be given at the party's address set forth below or as
        such party shall otherwise direct.

        IF TO THE COMPANY, TO:                           IF TO EMPLOYEE:
        autobytel.com inc.                               Amit Kothari

        18872 MacArthur Blvd., Second Floor              27 Union Jack #B
        Irvine, California 92612-1400                    Marina del Ray,
        Attn.: Mark W. Lorimer                           California 90292
               President/Chief Executive Officer



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        Section 9.7 The terms and conditions of this Agreement shall inure to
        the benefit of and be binding upon the successors and assigns of the
        parties hereto.

        Section 9.8 This Agreement shall be construed and enforced in accordance
        with the laws of the State of California.

        Section 9.9 This Agreement may be executed in any number of
        counterparts, each of which shall be deemed an original, but all of
        which shall constitute one instrument.

        Section 9.10 The provisions of this Agreement are agreed to be
        severable, and if any provision, or application thereof, is held invalid
        or unenforceable, then such holding shall not effect any other provision
        or application.

        Section 9.11 As used herein, and as the circumstances require, the
        plural term shall include the singular, the singular shall include the
        plural, the neuter term shall include the masculine and feminine
        genders, and the feminine term shall include the neuter and the
        masculine genders.

        Section 9.12 Each party hereto shall pay its or their own expenses
        incident to the negotiation, preparation and consummation of this
        Agreement, including all fees and expenses of its or their respective
        counsel.

ARTICLE 10. EMPLOYEE CONFIDENTIALITY AGREEMENT

        As a further condition of his/her employment by Company, Employee agrees
        to execute an "Employee Confidentiality Agreement".

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

        autobytel.com inc.                      EMPLOYEE:

By: /s/ Hoshi Printer                           /s/ Amit Kothari
    -----------------------------------         -------------------------------
        Hoshi Printer                               Amit Kothari
        Sr. Vice President, CFO





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