**Exhibit 10.11****SECOND AMENDMENT TO LEASE**     This Second Amendment to Lease dated as of July 3, 2001 (this “Second Amendment”), is made byand between Westlake North Associates, LLC, a Delaware limited liability company (“Landlord”), andhomestore.com, Inc., a Delaware corporation (“Tenant”).**RECITALS**     A. Landlord and Tenant entered into that certain Standard Office Lease Form, Westlake NorthBusinessPark dated March 7, 2000, with regard to the premises constituting Building Iof the Project, located at 30700 Russell Ranch Road, Westlake Village, California, and amended thelease by a “First Amendment to Lease” dated February, 2001 (collectively, the **“Lease"**).     B. Landlord also owns Building II and Building III in the Project. Pursuant to Exhibit I ofthe Lease, Right of First Offer (Leasing and Sale of Project) (“**Exhibit I**”), Tenant had a right offirst offer, pursuant to the terms of Exhibit I, to lease space in Building II and Building III ofthe Project.     C. In contemplation of the pending sale of the real property (the “Property”) of which thepremises under the Lease are a part to Miller Brothers Investment LLC, a California limitedliability company (“Miller”), Landlord and Tenant now desire to amend and modify the Lease to,among other things, delete Exhibit I from the Lease and to agree to enter into a separate agreementreflecting the rights and obligations of Landlord and Tenant as set forth in Section 1 of ExhibitI.     NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are herebyacknowledged, Landlord and Tenant hereby further amend the Lease as follows:     1. Landlord and Tenant agree that effective upon the Effective Date (defined below), ExhibitI, Right of First Offer (Leasing and Sale of Project) shall be deleted from the. Leasein its entirety; and any and all rights contained in said Exhibit I (or contained elsewhere in theLease) pertaining to Tenant’s right of first offer to lease space in Buildings II and III in theProject and right of first offer with respect to a sale of the Project or Building shall terminateand shall be of no further force and effect *vis-a-vis*Miller and Tenant.     2. Landlord and Tenant acknowledge that *vis-a-vis*Landlord, as owner of Building II andBuilding III, and Tenant, Tenant continues to have a right of first offer as described in Section 1of Exhibit I only with respect to Building II in the Project.     3. Tenant acknowledges and agrees with Landlord that Tenant waived andhas no further rights as described in Section 1 of Exhibit I with respect to Building III inthe Project.
 

 
     4. Tenant acknowledges and agrees with Landlord that Tenant waived and has no further rightswith respect to the *sale*of the Project or Building under Section 2 of Exhibit I.     5. Prior to or concurrently herewith, Landlord and Tenant have entered into that certain Rightof First Offer of even date herewith (the “**Right of First Offer**”) wherein Landlord, as owner ofBuilding II and Building III in the Project, grants to Tenant the rights contained in Section 1 ofExhibit I with respect to Building II.     6. Notwithstanding the execution by Tenant and Landlord of this Second Amendment or the Rightof First Offer or anything to the contrary contained herein or therein, this Second Amendment shallnot be effective unless and until the sale of the Property by Landlord to Miller is consummated(*i.e.*, when a deed conveying title to the Property to Miller is recorded in the Official Records),the date of said recording of said deed being referred to herein as the “***Effective Date***.” From andafter the Effective Date, this Second Amendment shall be valid and effective and binding upon theparties hereto and their respective successors and assigns, and (i) any and all provisions in theLease which create obligations on the part of Miller, its successors or assigns, as the landlordthereunder, with respect to the Project as a whole or either of Building II or Building III shallbe of no further force or effect, and (ii) the terms and provisions of the Lease shall not beconstrued to impose any obligations on the part of Westlake North Associates, LLC for the benefitof the Project or Tenant. In addition, with respect only to Section 9.5 of the Lease, theterm “Project” shall mean Building I only.     7. Section 15.8(b) of the Lease is hereby amended to delete and to eliminate the lastparagraph thereof (which starts and ends with the following language: “However, in the eventLandlord wishes ... Tenant’s exclusive parking spaces”).     8. All terms not defined herein shall have the same meaning as the defined terms in the Lease.     9. As modified herein, the Lease remains in full force and effect.     10. This Second Amendment may be executed in one or more counterparts, each of which shall bedeemed an original and all of which, taken together, shall constitute one and the same instrument.
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         “Landlord”   “Tenant”         WESTLAKE NORTH ASSOCIATES, LLC,