Exhibit 10.25**SETTLEMENT AGREEMENT**     This Settlement Agreement (the “Agreement”) is made effective this 31st day of January2007, by and among Vista.com, Inc. (“Vista”); Ticketmaster doing business as Citysearch.com(“Citysearch”); and John Wall, a private individual, on his own behalf and on behalf of his maritalcommunity (“Wall”).     In this *A*greement “the Parties” refers to Vista, Citysearch, and Wall and each is a Party. Inconsideration of the mutual covenants, promises and agreements contained herein, the Parties herebyagree to the following:**1.Recital:** **1.1** **The Lawsuit**. On or about January 20, 2006, Vista filed a civil lawsuit *Vista.com.Inc.*v, *IAC/Interactive Corp. d/b/a Citysearch.com*in the Superior Court for King County, State ofWashington, Case No. 06-2-03012-5 SEA. The awsuit was removed to the United States District Courtfor the Western District of Washington on or about February 17, 2006. The parties agreed to asubstitution of parties, and the lawsuit is now pending in the Western District of Washingtonunder the caption *Vista.com. Inc.**v, Ticketmaster d/b/a Citysearch.com,*No.C06-239 TSZ (the “Lawsuit”). Citysearch answered and asserted counterclaims against Vista in theLawsuit, and on or about August 29, 2006, asserted additional counterclaims against Wall. TheParties have now agreed to compromise their respective claims and to enter into this Agreement.  **1.2** **Resolution.**This Agreement is entered into for the purpose of settling and resolvingthe Lawsuit, dismissing the claims therein with prejudice, and resolving and settling forever anyother claims subject to the releases in this Agreement.**2. Payment and Releases** **2.1** **Payment by Vista to Citysearch, and Wall Guarantee and Joint Liability.** (a) Vista agrees to pay Citysearch the sum of six hundredthousand dollars ($ 600,000.00)(the “Settlement Amount”) in immediately available funds on or before January 31, 2007 by wiretransfer to the following account: [PROVIDE WIRE TRANSFER INSTRUCTIONS]. Time is of theessence.  (b) Wall guarantees payment of Vista’s obligations under this Agreement and shall be jointlyand severally liable for Vista’s obligation to pay the Settlement Amount, in an amount up to andincluding $500,000. By way of example: if Vista paid nothing under this Agreement, Wall shall bePage 1 of 5
 

 
   fully and equally liable and responsible for payment of $500,000 to Citysearch; if Vistapaid $250,000 under this Agreement, Wall would be fully and equally liable and responsible forpayment of the remaining $350,000; and if Vista paid $500,000 under this Agreement, Wall would befully and equally liable and responsible for payment of the remaining $100,000.**2.2** **Mutual Releases and Dismissal of Lawsuit** (a) Upon payment of the Settlement Amount, Vista and Wall (on their own behalf and onbehalf of any and all of their predecessors, successors, assigns, transferees,subsidiaries, affiliates, parents, officers, directors, shareholders, members, managers,employees agents and representatives, acting in such capacity and/or individually) releaseand discharge Citysearch (and its affiliates and representatives), and Citysearch (on itsown behalf and on behalf of any and all of its predecessors, successors, assigns,transferees, subsidiaries: affiliates, parents, officers, directors, shareholders,members, managers, employees agents and representatives, acting in such capacity and/orindividually) releases and discharges Vista (and its affiliates andrepresentatives) andWall, from any and all disputes, claims, controversies, rights, obligations, and/or causesof action of whatever kind or description whatsoever, known orunknown, that (a) arisefrom or relate to any contracts, relations, and/or dealings between Citysearch and Vista,or (b) arise from or relate to any fact, act and/or omission relating to any contracts,relations, and/or dealings between Citysearch and Vista, occurring or alleged to haveoccurred on or before the date on which this Agreement is made (collectively, the“Released Claims”). This includes a discharge of all obligations under any and allagreements between Citysearch and Vista, and includes a release of all companies andindividuals who acted on behalf of any released Party with respect to any released claimor obligation. For clarity, all rights and obligations under the Product Purchase LineAgreement dated August 27, 2003 shall be deemed terminated and discharged.  (b) Pursuant to this Agreement, all claims and rights of whatever kind with respect tothe Released Claims are fully and completely released, waived, satisfied, discharged andsettled. This release is intended to cover any and all future injuries, damages or lossesarising from or relating to any of the Released Claims not now known to the Parties, butwhich may later develop, or be discovered; and the Parties expressly acknowledge that theymay, at some later point, discover or learn facts or information that relate to theReleased Claims that they do not now know or appreciate. The Parties nonetheless intendstheir discharge and release of all of thePage 2 of 5
 

 
   Released Claims to be irrevocable and forever binding. This release also expressly includesrecovery of any and all attorneys’ fees and costs to which the Parties are or might have beenentitled under applicable federal, state or local law and/or provision with respect to any releasedclaim.  (c) The releases set forth in paragraphs 2.2(a and b) above do not include any rights orobligations contained within this Agreement, which are neither discharged nor released.The Parties reserve any claim for breach of this Agreement.  (d) Following payment of the Settlement Amount, the Parties will prepare and promptlysubmit to the Court a stipulation and proposed order of dismissal of the pending Lawsuitin federal court with prejudice, and without costs or fees of any kind.**3. Miscellaneous** **3.1** **Governing Law.**This Agreement and any other documents referred to herein shall begoverned by, construed and enforced in accordance with the laws of the State of Washington.  **3.2** **Forum Selection Clause.**The Parties agree that any suit upon this Agreement shall bebrought in the federal or state courts silud in King County, Washington.  **3.3** **Waiver of Trial by Jury.**The Parties waive fully anyand all right to trial by [ILLEGIBLE] inconnection with any action to enforce any provision of this Agreement or any action relating tothis Agreement, and acknowledge and agree that this waiver voluntary, knowing, and irrevocablewith regard to any dispute or claim of whatever type arising out of or in any manner relating tothis Agreement.  **3.4** **Entire Agreement.**This is an integrated agreement. All agreements,understandings, covenants, representations and warranties, expressand implied. oral and written,of the Parties hereto concerning the subject matter hereof are contained in this Agreement. Noother agreements, covenants, understandings, representations or warranties, express or implied,oral or written, have been made by any party hereto to any other party concerning the subjectmatter hereof. All prior and contemporaneous conversations, negotiations, possible and allegedagreements, representations, covenants and warranties concerning the subject matter hereof aremerged herein. No amendment, waiver, or modification of any provision of this Agreement shall beeffective unless the same shall be in writing and signed by the Parties hereto.Page 3 of 5
 

 
 **3.5** **Attorneys’ Fees.**Each Party hereto shall pay their own attorneys’ fees and coststhat have been incurred to date in this matter, including, without limitation, all attorneys’ feesand costs that have been incurred in the prosecution or defense of the Lawsuit. In the event of abreach of this Agreement, the prevailing party shall be entitled to an award of its attorneys’fees, costs and expenses incurred in enforcing the Agreement.  **3.6** **Independent Advice of Counsel.**All Parties represent and declare that in executingthis Agreement they relied solely upon their own judgment, belief and knowledge and the advice andrecommendations of their own independently selected counsel, concerning the nature, extent andduration of their rights and claims, and that they have not been influenced to any extentwhatsoever in executing the same by any representations or statements governing any matter made byany other Parties hereto or by any person representing any of such other Parties hereto.  **3.7** **Authorization.**The Parties, and those signing on behalf of each of the Parties,represent and warrant that they, and each of them, are duly and lawfully authorized to enter intothis Agreement.  **3.8** **Voluntary Agreement.**All Parties further represent and declare that they have carefullyread this Agreement and know the contents thereof and that they sign the same freely andvoluntarily.  **3.9** **Captions**. Paragraph titles or captions contained in this Agreement are used forconvenience or reference only and are not intended to and shall not in any way enlarge, define,limit extend or describe the rights or obligations of the Parties or affect the meaning orconstruction of this Agreement, or any provision hereof.  **3.10** **Counterparts.**This Agreement may be executed incounterparts, each of which shall bedeemed an original. Such counterparts, when taken together, shall constitute but one agreement.  **3.11** **Execution by Facsimile**. Execution of this Agreement via facsimile shall be effectiveand signatures received via facsimile shall be binding upon the Parties hereto and shall beeffective as originals.  **3.12** **No Construction Against Any Party**. Each Party is cooperating in the drafting andpreparation of this Agreement. Hence, in any construction being madeof this Agreement, the same shall not be construed either for or against any Party.Page 4 of 5
 

 
 **3.13** **Benefit and Burden.**This Agreement shall be binding upon, and inure to the benefitof, the Parties hereto and their respective marital estates, heirs, executors, administrators,representatives, successors, employees, agents and assigns.  **3.14** **Non-Waiver.**No breach of any provision hereof can be waived unless in writing. Waiver ofany one breach shall not be deemed lo be a waiver of any other breachof the same or any otherprovision hereof.**THIS AGREEMENT**is executed effective the date first above written.         **VISTA.COM, INC**         **By:** /s/ [ILLEGIBLE]                  **Its:** CEO                   **TICKETMASTER D/B/A CITYSEARCH.COM**           **By:** /s/ [ILLEGIBLE]                  **Its:**                    **JOHN WALL and his marital community**           **By:** /s/ John wall             **Mr. JohnWall** Page 5 of 5