EXHIBIT 10.1

                                 LOAN AGREEMENT

         For valuable consideration, the sufficiency of which is hereby
acknowledged, this Loan Agreement ("Agreement") is entered into this 6th day of
December, 2004 by and between Horn Irrevocable Trust (Horn) dated July 1, 2002,
and Vescovo Finance, LLC (Vescovo), a Utah limited liability company,
hereinafter collectively referred to as "Lender," and HomeNet Corporation, a
Delaware corporation, HomeNet Communications, Inc., a Washington corporation,
and Home Marketing Group, a Utah corporation, hereinafter collectively referred
to as "Borrower" upon the terms and conditions hereinafter set forth.

1.       Loan Amount. Lender hereby agrees to loan Borrower the original
         principal sum of One Million Two Hundred Thousand Dollars
         ($1,200,000.00 USD) (the "Loan"), upon the following terms and
         conditions.

2.       Collateral. Borrower shall pledge, or caused to be pledged through its
         Guarantors, the five (5) parcels of real property located at the
         following addresses: 1) 712 Arrowhead Ln., Murray, Utah, 84107, No debt
         with a $400,000 value, 2) 420 W. 4500 S. Murray, Utah, 84107, No Debt
         with a $600,000 value, 3) 997 E. 3900 S., SLC, Utah, 84124, no debt
         with a $450,000 value, 4) 2728 Gallivan Loop, Park City, Utah, $600,000
         debt with a $1.2 Million value and 5) 8031 N. Tuscany Dr., Tucson, AZ,
         85742, $230,000 debt with a $950,000 value. The aforementioned 5
         Properties are additionally described through a legal description on
         Exhibit A hereto, as collateral for this Loan (hereinafter collectively
         referred to as the "Properties" or "Property" if referring to any
         individual Property).

3.       Borrower's Warranties and Representations. Borrower hereby represents
         and warrants as follows:

                  A. That Borrower and each of them is a duly organized and
                  validly existing corporation in good standing under the laws
                  of the States in which they were organized.

                  B. That Borrower has taken all necessary corporate action to
                  authorize Borrower to enter into and perform this Agreement.

                  C. That the execution by Borrower of this Agreement, and the
                  performance of its obligations hereunder no not and will not
                  violate or conflict with any provision of Borrower's Articles
                  of Incorporation or Bylaws.

                  D. To the best of Borrower's knowledge and belief, the owners
                  have obtained all governmental licenses, permits and approvals
                  necessary to use and occupy the Properties, and the owners are
                  in compliance with all applicable requirements of federal,
                  state and local law, including without limitation building and
                  use ordinances and environmental protection statutes, and any
                  restrictive covenants of record affecting the operation, use
                  and occupancy of the Properties.

                  E. That there are no unrecorded easements or claims of
                  interest in and to the Properties, nor any facts indicating
                  the existence of any such easements, claims or interest other
                  than those covenants and easements set forth as exceptions to
                  the title insurance policy.

                  F. That there are no mechanic's or materialmen's liens in
                  existence on or against the Properties.

<PAGE>

                  G. That it/they have personal knowledge on information and
                  belief of the facts hereinabove given and are competent to
                  make these representations. Each of the Undersigned
                  acknowledges that the Lender has relied on their
                  representations contained herein in entering into this
                  transaction.

                  H. That the execution and delivery by Borrower or owner of a
                  Deed of Trust will not violate any indenture, agreement or
                  other instrument to which the Borrower is a party, or the
                  Properties are bound, or be in conflict with, result in a
                  breach of or constitute (with due notice and/or lapse of time)
                  a default under any such indenture, agreement or other
                  instrument, or result in the creation or imposition of any
                  lien, charge or encumbrance of any nature whatsoever upon the
                  Properties.

                  I. That no consent or approval of any regulatory body is
                  required for the execution, delivery and performance of a Deed
                  of Trust.

                  J. That no suits, proceedings or investigations are pending or
                  threatened against or affecting the Borrower or owners of the
                  Properties, at law or in equity, or before or by any
                  governmental or administrative agency or instrumentality,
                  which, if adversely determined, would have a material adverse
                  effect on the Properties.

                  K.. That no decree or order of any court or governmental or
                  administrative agency or instrumentality has been issued
                  against the Borrower or any owner of the Properties which has
                  or may have any material, adverse effect on the Properties.

                  L. That the execution and the delivery of a Deed of Trust does
                  not contravene any law, order, decree, rule or regulation to
                  which the Borrower or any owner of the Properties is subject

                  M. That Borrower is not bankrupt, nor has any of the
                  undersigned committed any acts of bankruptcy nor are there any
                  outstanding liens, suits, garnishments, petitions (whether
                  voluntary or involuntary) in bankruptcy or court actions which
                  could render the Borrower insolvent or bankrupt.

                  N. That to Borrower's knowledge and belief there are currently
                  no hazardous or toxic materials (including without limitation,
                  asbestos, PCB's, toxic wastes, or any substance which is
                  defined as "hazardous" in the Comprehensive Environmental
                  Response, Compensation and Liability Act of 1980, as amended,
                  or similar State or local statute or regulation) present on,
                  under or about the Properties.

                  O. That Borrower shall not store, use or dispose of hazardous
                  materials (including without limitation, asbestos, PCB's,
                  toxic wastes or any substance which is prohibited or limited
                  by Federal, State or local statute or regulation), nor allow
                  the storage, use or disposal of such hazardous materials, on,
                  under or about the Properties. The Borrower shall be liable
                  for and indemnify, defend and hold Lender harmless against any
                  and all damages and/or claims resulting from said hazardous
                  materials.

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<PAGE>

                  P. The foregoing representations and warranties shall be true
                  and correct as of the date of this Agreement and are restated
                  as of closing. Borrower agrees to give Lender written notice
                  of any fact, circumstance, or development which would limit,
                  impair, or invalidate these warranties and representations,
                  and failure to do so shall constitute a breach of this
                  Agreement by Borrower. Lender shall have the right, but not
                  the obligation, to terminate this Agreement in full and to
                  avail itself of any and all remedies under applicable law,
                  including (without limitation) the remedy of specific
                  performance, restitution, collection of damages, and the
                  recovery of costs and attorneys' fees for Borrower's breach of
                  the foregoing representations and warranties.

                  Q. That Borrower has obtained competent legal counsel in the
                  State of Utah specific to the terms of this Agreement.

                  R. That the Loan is solely for Business Purposes and as such,
                  Borrower agrees that all Properties (Borrower is pledging or
                  causing to be pledged) shall be vested in the name of an
                  entity that is either a Corporation, Limited Liability
                  Company, Limited Partnership, or Trust.

                  S. That Borrower has represented the values and debts against
                  the Properties to be as found under Paragraph 2 "Collateral"
                  above. Borrower has also represented that the equity in the
                  Collateral to be worth a minimum of 2.5 Million Dollars.

4.       Use of Proceeds. Borrower shall receive a first disbursement of
         $150,000 upon the execution of the Note, Deeds of Trust against all
         collateral Properties located in Utah as well as the execution of
         Personal Guarantees by the guarantors as outlined in 7(B) below. The
         subsequent loan proceeds shall be disbursed, contingent upon the
         recording of all the Deeds of Trust against all the Properties. The
         second disbursement shall be performed first towards the repayment of a
         Business loan to Zions bank in the approximate amount of $720,000.00.
         This second disbursement shall be disbursed directly to Zion's Bank for
         the benefit of Borrower in paying off its existing loan with Zion's
         Bank, and the remainder of the loan proceeds if any, shall be disbursed
         directly to Borrower for working capital or any other lawful business
         purpose of Borrower.

5.       Cost of Loan. The cost to Borrower for the Loan shall be 17 points
         ($204,000.00), payable to Lender concurrent with and as a condition of
         funding of the Loan, together with other terms as set forth in the
         security instruments associated with the Loan, which documents Borrower
         hereby affirms that they have read and fully understand. The foregoing
         fee shall be deemed earned in full by Lender upon the funding, or any
         partial funding of the Loan Proceeds. In addition, Borrower shall pay
         all costs associated with the preparation and closing of the Loan
         including but not limited to legal fees, Title & Escrow Fees, and due
         diligence fees by Vescovo. Additionally, no later than the closing of
         the Loan, Borrower shall provide Lender with valid and enforceable
         common stock purchase warrants, in a form acceptable to Lender, to
         acquire seventy-five thousand (75,000) shares of HomeNet common stock
         at an exercise price of one dollar and fifty cents ($1.50) per share
         (the "Warrant"). Lender shall release the Warrant instrument to Lender
         at closing and Lender shall be given a period of five (5) years from
         the date of closing of the Loan to exercise each of the Warrants.
         Additionally, Lender and HomeNet acknowledge and understand that the
         Loan shall be contingent to the prior or concurrent execution of a
         Lease Agreement suitable to Horn, specific to office space owned by
         Horn. Borrower herein grants to Lender, at the sole discretion of
         Lender, the option to convert any portion of the loan proceeds
         including any points or interest due lender towards the purchase of
         securities of HomeNet at a discount of 20% off HomeNet's next round of
         equity financing.

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<PAGE>

6.       Term of Loan. The Loan shall be due in full one-hundred and twenty
         (120) days after the date upon which any of the security instruments
         associated with the Loan are executed. Failure by Borrower to repay the
         full amount of the outstanding principal, fees and interest by said
         date shall be an event of default and shall entitle Lender to all
         remedies provided by this Agreement, in the Loan documents described in
         paragraph 7 below, and under applicable law. Borrower may prepay any
         portion of the principal at any time without penalty.

7.       Security. The following provisions shall be conditions precedent to the
         funding of the Loan.

                  A. Promissory Note & Deed of Trust. Borrower shall execute a
                  Promissory Note in favor of Lender evidencing Borrower's
                  obligation to repay the loan and setting forth the specific
                  loan provisions as expressed herein. Additionally, Borrower
                  shall execute and have recorded, prior to or contemporaneous
                  with the disbursement of Loan proceeds, Deed(s) of Trust
                  naming Lender as Beneficiary with respect to the Properties.
                  To the extent that title to any of the Properties is held by a
                  legal entity other than a natural person, Borrower shall
                  provide Lender with the organizing and governing instruments
                  of such entities, and the approval of such instruments by
                  Lender shall be a condition to this Loan.

                  B. Guaranty. The following individuals and entities shall
                  guaranty the performance and satisfaction of all duties and
                  obligations set forth herein and in the Promissory Note and
                  Deed(s) of Trust required hereby: Richard Jackson, Leroy
                  Jackson, Shauna Badger, Rodney Badger, Frank J. Gillen, Kelly
                  Ryan, and Mike Devine.
                  C. No Other Encumbrance. With the exception of encumbrances
                  which are acceptable to Lender at Lender's sole discretion,
                  said exceptions to be based on representations to Lender by
                  Borrower specific to existing debt owed against the Properties
                  as well as value and equity in the Properties, Borrower hereby
                  warrants that at the time of closing there shall be no
                  encumbrances or claims against the Properties, and that during
                  the term of the Loan, Borrower will not cause or allow any
                  encumbrance or claim to arise against the Properties.
                  Borrower, shall indemnify Lender against any and all loss
                  arising from any violation of this provision.

8.       Title Insurance. At Borrower's expense, Borrower shall provide Lender
         with a standard form lender's policy of title insurance with respect to
         the Properties, which policy shall include coverage against mechanic's
         lien claims.

9.       Closing. Closing shall occur at and be performed by and through
         Independence Title, 7069 S. Highland Drive, Salt Lake City, UT unless
         otherwise directed by Lender (the "Closing Agent"). Prior to Closing,
         all necessary documentation together with the Loan proceeds shall be
         delivered to the Closing Agent, who shall provide title and escrow
         services customary to this type of transaction. Closing shall have
         occurred when the initial Loan proceeds are made available to Borrower,
         or when Borrower otherwise receives the benefit of the initial loan
         proceeds. Borrower shall be responsible for all costs associated with
         the closing of the Loan. The Loan proceeds will not be disbursed until
         Lender has received evidence that Deeds of Trust respecting the
         Properties have been recorded with the appropriate County Recorder's
         Offices. Notwithstanding the foregoing, $150,000.00 of the Loan
         proceeds may be released to Borrower upon the execution of the Deeds of

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<PAGE>

         Trust against all of the Properties located in Utah, with the balance
         released upon the recording of the Deeds of Trust against any of the
         remaining Properties including the execution and recording of the Deed
         of Trust against the Property located in Arizona. In the event that
         Lender learns, at any time during the disbursement period of proceeds
         for the Loan, information you have furnished by Borrower contains
         factual inaccuracies and/or misstatements, including, but not limited
         to existing debt or value of collateral Properties, Borrower's income
         and financial status, and credit status, Lender shall not be obligated
         to proceed and in such event, Borrower agrees that it shall release and
         hold Lender harmless and waives any defenses, claims, setoffs, suits,
         defenses, demands, allegations, charges, damages, or causes of action
         whatsoever, in law or in equity, under federal, state, municipal or
         local statute, law, ordinance, regulation, constitution, or common law,
         whether known or unknown, which Borrower may desire to assert against
         Lender, which arise in whole or in part from the Loan.

10.      Default. Upon any event of default by Borrower, which for the purposes
         of this agreement shall be defined as the breach of any contractual
         provision, or any event that could impair Lender's security in the
         Collateral, Lender shall be entitled to pursue any remedy or remedies
         provided by this Agreement or any document associated with the loan,
         and any remedy or remedies allowed by law. The election of any remedy
         or remedies by Lender shall in no way operate to deprive Lender of the
         right to seek a deficiency judgement against Borrower or any guarantor
         of the Loan.

11.      Attorneys Fees. Upon an event of default of any of the covenants or
         agreements contained herein or in any instrument or contract associated
         with this transaction, or should litigation be commenced, the non
         breaching or prevailing party shall be entitled to all costs and
         expenses, including a reasonable attorney's fee, which may arise or
         accrue from enforcing or terminating this Agreement, or in obtaining
         possession of the property, or in pursuing any remedy provided
         hereunder or by applicable law.

12.      Governing Law. This Agreement shall be interpreted and enforced in
         accordance with the laws of the State of Utah. Any legal action
         initiated to enforce this Agreement, shall be filed and prosecuted only
         in the District Court in and for Utah County.

13.      Binding Effect. This Agreement is and shall be binding upon and inure
         to the benefit of the parties hereto and to their respective heirs,
         personal representatives, successors and assigns. The provisions herein
         shall survive the closing of this loan transaction as necessary to
         protect the interests of the parties.

14.      Entire Agreement. This Agreement, together with the terms of the
         documents described herein, contains the entire agreement between the
         parties hereto relative to the subject matter hereof. Any provisions
         hereof not enforceable under the laws of the State of Utah shall not
         affect the validity of any other provisions hereof. No supplement
         modification or amendment of this Agreement shall be binding on the
         parties hereto unless signed in writing by both parties hereto.

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<PAGE>

IN WITNESS WHEREOF, the parties have set their signatures on the day and year
first above written.

BORROWER                                          LENDER

HomeNet Corporation                               Horn Irrevocable Trust
Address:                                          Address:
175 S. Main Street, #1240                         2520 North University Ave #50
Salt Lake City, UT 84111                          Provo, Utah 84604
Phone: (801) 746-3311                             Phone: (801)
Fax: (801) 746-3312                               Fax: (801)



By     /s/ Frank J. Gillen                        By    /s/ Harrison Horn
--------------------------------------            ------------------------------
Its: President                                    Its: Trustee

HomeNet Communications, Inc.                      Vescovo Finance, LLC
Address:                                          Address:
5252 North Englewood Drive, Suite 310             525 W. 880 S.
Provo, UT   84603                                 Orem, UT 84058
Phone: (801)746-3311                              Phone: (801) 224-6065
Fax: (801) 746-3312                               Fax: (801) 224-4516


By /s/ Kelly Ryan                                 By  /s/ Steve A. Bishop
--------------------------------------            ------------------------------
Its: CEO                                          Its: Manager


BORROWER

Home Marketing Group, a Utah corporation
Address:
5252 North Englewood Drive, Suite 300
Provo, Utah 84603
Phone: (801) 746-3311
Fax: (801) 746-3312


By /s/ Frank J. Gillen
--------------------------------------
Its: President

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