Investor Relations

Code of Conduct and Ethics for Employees, Officers and Directors

AMENDED AND RESTATED EFFECTIVE AS OF OCTOBER 3, 2011
AUTOBYTEL INC.
CODE OF CONDUCT AND ETHICS

Autobytel Inc. and its subsidiaries (collectively, the "Company") is committed to conducting business ethically and in accordance with applicable laws, rules, regulations and orders (collectively, "Laws"). The Board of Directors of the Company ("Board") has adopted this Code of Conduct and Ethics ("Code") to guide and remind the members of the Company's Board of Directors, nominees for election or appointment to the Board of Directors, officers and other employees (collectively, "Covered Persons") of the Company, including without limitation, the Company's Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"), Controller (or principal accounting officer) ("PAO") or persons performing similar functions (the CEO, CFO, PAO, and any such other persons performing similar functions are collectively referred to herein as, "Financial Officers"), of their responsibilities to the Company. Because the Company's business depends on its reputation and the reputation of its Covered Persons, this Code goes beyond the requirements of applicable Laws in many cases.

This Code should be read together with all other Company policies, procedures and employment documents, including all employee handbooks, policy manuals, confidentiality and intellectual property assignment agreements, and securities trading policies collectively referred to herein as the "Company Policies and Procedures"). This Code is not intended to modify or amend any of the other Company Policies and Procedures, but may contain provisions that supplement or expand upon other Company Policies and Procedures. To the extent any Company Policies and Procedures contain provisions that are more restrictive than other Policies or Procedures, the most restrictive provisions shall govern. It is the responsibility of each Covered Person to be familiar and fully comply with all Company Policies and Procedures.

Because this Code cannot, and does not, cover every applicable Laws or provide answers to all questions that might arise, all Covered Persons are expected to use good judgment and common sense about what is right and wrong, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. Whenever any doubt exists as to whether a particular situation, action or arrangement would be in compliance with this Code, it is the Covered Person's responsibility to contact the Company's Chief Legal Officer ("CLO") promptly for guidance, or if the Covered Person is not comfortable discussing the matter with the CLO, the Covered Person may contact the Chairman ("Chairman") of the Board's Audit Committee ("Audit Committee") to discuss the matter. Information for contacting the CLO or the Chairman is contained in Section 3.03 of this Code.

A copy of this Code shall be posted on the Company's website, www.autobytel.com .

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