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Exhibit 10.1



CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.




CONFIDENTIAL




AMENDMENT TO

DISTRIBUTION AGREEMENT




          This Amendment to Distribution Agreement (this “Amendment”), effective as of October 29, 2005
(“Amendment Effective Date”), is made and entered into by and between America Online, Inc. (“AOL”),
a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 on the
one hand, and Homestore, Inc., a Delaware corporation, with offices at 30700 Russell Ranch Road,
Westlake Village, California 91362, on the other hand (“HS”). Defined terms that are used but not
defined herein shall be as defined in the Distribution Agreement between AOL and HS effective as of
June 30, 2004 (as amended, the “Agreement”).




          The Parties hereby agree as follows:





	 	1.	 	[*] Floor. Section 1.2 of the Agreement is replaced in its entirety with the
following: “Failure to achieve any particular number of [*] during the Term or any
individual quarter therein shall not result in a breach of this Agreement or any other
liability to AOL hereunder, except that in the event that AOL delivers less than [*] ([*])
[*] in any quarter during the Term, then, as HS’ sole remedy, AOL shall provide HS with a
credit against the next quarter’s payment in the amount equal to the number of [*]
constituting the shortfall from [*] ([*]) multiplied by [*] Cents ($[*]), up to a
shortfall of [*] ([*]) [*] in any quarter, and [*] Cents ($[*]) per [*] for a shortfall in
excess of [*] ([*]) [*] in that quarter (the “Shortfall Amount”); provided that if a
shortfall occurs in the final quarter of the Term, then AOL shall either provide HS with a
credit against payments owed to AOL (in the event HS owes any amounts to AOL), or pay to
HS cash equal to the Shortfall Amount.”
	 
	 	2.	 	Upside Payments. In Section 1.3 of the Agreement, the table contained therein
shall be replaced in its entirety with the following:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	[*]	 	 
	[*]
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	$	[*]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	$	[*]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	$	[*]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	$	[*]	 








 




			
	[*]	 	CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





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The following sentence shall be added to Section 1.3: “The Parties agree that no payments
pursuant to this Section 1.3 shall be due pursuant to the Agreement as in effect prior to
the Amendment for the period from October 1 through the Amendment Effective Date. The
Parties agree that HS shall pay to AOL amounts calculated pursuant to this Section 1.3, as
amended by the Amendment, for the Customized Site [*] delivered during the period
commencing October 1, 2005.”




	 	3.	 	Promotion Plan.. The first sentence of Section 1.1.1 is hereby replaced in
its entirety with the following: “AOL shall provide HS with the Promotions set forth on
Exhibit A, attached hereto and made a part hereof (the “Promotion Plan”),
including Promotions in the single channel or equivalent area that is primarily focused on
real estate in each of the AOL.com, AOL Service, Netscape.com, and CompuServe Service, and
the single page in AOL CityGuide that is primarily focused on real estate (such channels
or areas and page being collectively referred to as the “Real Estate Channel”), as
depicted for the AOL Properties in the screen shots attached hereto as Exhibit G,
which shall be subject to the provisions of Section 1.4.”
	 
	 	 	 	The second sentence of Section 1.1.1 is hereby deleted in its entirety and replaced
with the following sentence: “HS acknowledges that as of the Amendment Effective Date,
AOL has plans to develop and launch a new design for the Real Estate Channel within the
AOL Properties, although under such current plan, AOL does not expect that the new
design would be launched until approximately [*] (the ‘Launch Date‘).”
	 
	 	 	 	The third sentence of Section 1.1.1 is hereby deleted in its entirety and replaced with
the following sentence: “From the Amendment Effective Date until the actual date of
launch of such new design (whether or not such date is on the Launch Date), AOL shall
(i) continue to provide Promotions on the AOL Properties that, at a minimum, are
substantially similar in quantity and quality to those integrated Promotions provided
by AOL to HS pursuant to this Agreement in the Real Estate Channel and personal finance
channel; and (ii) AOL will apply commercially reasonable efforts to work with HS to
provide HS with additional Promotions
	 
	 	4.	 	White Label Site. HS shall collaborate with AOL on the development of the
White Label site (as defined in the Programming Plan). [*]
	 
	 	5.	 	Key Indicators.






	 	a.	 	The following shall replace subsection (b) of Section 5.2.1 of the
Agreement in its entirety: “(b) the maintenance of listings of apartments within
[*] Rental Properties, at least [*] percent ([*] %) of which shall be
spread across the top [*] ([*]) Metropolitan Statistical Areas, as determined by
the U.S. Bureau of the Census from time to time in the United States.”
	 
	 	b.	 	The following shall be added as a new subsection (d) of Section 5.2.1
of the Agreement: “(d) The maintenance of listings for at least [*] new home
communities, at least [*] percent ([*]%) of which shall be spread across the top
[*] ([*]) Metropolitan Statistical Areas, as determined by the U.S. Bureau of the
Census from time to time within the United States, shall also be a Key Indicator.”







 




			
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	 	c.	 	The following shall be added to the end of Section 6.3 (HS Reporting):
“Additionally, HS will supply AOL with a report once annually which details HS’
performance in maintenance of the Key Indicators described in Section 5.2.1 above;
provided, however, that AOL may also request a report no more than once per quarter
in the event it has a reasonable belief that HS has fallen substantially below the
Key Indicator thresholds. HS shall deliver the first report on Key Indicators to
AOL no later than thirty (30) days after the date of last signature below.”






	 	7.	 	Payment. The date of November 1, 2005 is deleted from Section 6.1 of the
Agreement. The following is added to Section 6.1 of the Agreement: “As further
consideration for the services provided by AOL pursuant to this Agreement, HS agrees to
pay AOL an aggregate of [*] Dollars ($[*]), consisting of eight (8) payments of [*]
Dollars ($[*]) each, no later than each of the following dates: November 1, 2005, February
1, 2006, May 1, 2006, August 1, 2006, November 1, 2006, February 1, 2007, May 1, 2007, and
August 1, 2007.”
	 
	 	8.	 	Omniture Tracking. The following shall be added to the Agreement as a new
Section 6.7: “HS shall use commercially reasonable efforts to implement Omniture tracking
codes for AOL on the Customized Site no later than December 31, 2005. HS shall work in
good faith and cooperate with AOL and with Omniture to promptly resolve any technical
issues that impact the collection or validity of any data in connection with the Omniture
tracking codes on the Customized Site. HS acknowledges and agrees that it shall not have
access to or collect information from the extranet tool for AOL’s Omniture tracking codes
on the Customized Site (the “Omniture Data”). Any Omniture Data provided to HS shall be
mutually agreed and provided by AOL in reports. Unless otherwise agreed by the parties,
the Omniture Data shall not be used to determine the [*] or Customized Site [*] for
purposes of Section 1.3.
	 
	 	9.	 	Term. The first three sentences of Section 7.1 are hereby replaced in their
entirety with the following: “Unless earlier terminated as set forth herein, the Term of
this Agreement shall end on September 30, 2007.”
	 
	 	10.	 	Search Ad Placement. Delete Exhibit A from the Agreement in its entirety and
substitute the Exhibit A attached to this Amendment.
	 
	 	11.	 	AOL Apartments Classifieds. Delete Section 1.1.2 in its entirety.
	 
	 	12.	 	Programming Plan. The content of Exhibit C of the Agreement (Programming
Plan) is replaced in its entirety with the programming plan contained in Attachment 1 of
this Amendment.
	 
	 	13.	 	Additional Provisions. This Amendment is supplementary to and modifies the
Agreement. Nothing in this Amendment should be interpreted as invalidating the Agreement,
and provisions of this Agreement will continue to govern relations between the Parties
insofar as they do not expressly conflict with this Amendment. This Amendment may be
executed in counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same document.





[Signature page follows.]






 




			
	[*]	 	CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Amendment
Effective Date.




	 	 	 	 	 	 	 	 	 	 	 
	AMERICA ONLINE, INC.	 	HOMESTORE, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	/s/ Tom Newman
	 	By:
	 	/s/ Allan P. Merrill	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Tom Newman
	 	Name:
	 	Allan P. Merrill	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	SVP, AMN
	 	Title:
	 	EVP	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	10-28-2005
	 	Date:
	 	10-29-2005	 	 	 	 






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ATTACHMENT 1

PROGRAMMING PLAN



General Programming Overview and Requirements:




HS and its family of brands (e.g., Realtor.com, Rent.net, Homebuilder.com) will provide the
editorial content and functionality set forth below and otherwise mutually agreed by the Parties
from time to time for integration within the AOL Properties. The editorial content provided by HS
will supplement existing content offerings provided by other current channel partners and may
primarily be used as rotating feature and how-to articles. HS will provide features that are
timely, reflecting current trends and interests, and appropriate for the audience of each AOL
property. All Content will be updated at least as frequently as the industry standard set by other
leading Content providers in the relevant category and in accordance with the schedule set forth
below where specified. HS will provide to AOL any Content optimized for broadband access which is
available on the Generally Available Sites.



Customized Sites and Customized Programming



HS shall deliver the programming specified below on each version of the Customized Site co-branded
with the applicable AOL Property. AOL’s provision of the Promotions specified in Exhibit A shall
be contingent on HS providing the following Content. If any such Content is unavailable, AOL shall
be relieved of the obligation to provide any Promotion related to such Content from the date such
Content becomes unavailable until [*] ([*]) days after such Content again becomes available. In
the event that AOL does not deliver any Promotions in accordance with the foregoing sentence, AOL
shall be relieved of a proportional amount of the [*] Floor.



General Content & Functionality Requirements:



HS will provide the following tools, functionality and Content:



Logos for the following HS brands in EPS format:





	u	 	Homestore.com
	 
	u	 	Realtor.com
	 
	u	 	Rent.net
	 
	u	 	Homebuilder.com
	 
	u	 	SeniorHousingNet
	 
	u	 	Welcome Wagon




Homestore will provide APIs, content, listings, links and backend support for the following widgets:





	u	 	Find a Home Widget
	 
	u	 	Find an Apartment Widget
	 
	u	 	Find a Home/Apartment Widget
	 
	u	 	Find a Lender Widget
	 
	u	 	Find a Realtor Widget
	 
	u	 	Plan Your Move Widget
	 
	u	 	Start Moving Widget
	 
	u	 	Find a Neighborhood Widget
	 
	u	 	Cost of Living Widget
	 
	u	 	Moving Checklist Widget
	 
	u	 	Community Reports







 




			
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	u	 	Home Affordability Widget
	 
	u	 	Home Appreciation Widget
	 
	u	 	What’s Your Home Worth? Widget




Homestore will provide content, listings, links and backend support for the following
calculators on the AOL Properties, including but not limited to:





	u	 	Home Appreciation Calculator
	 
	u	 	Home Affordability Calculator
	 
	u	 	Mortgage Payment Calculator
	 
	u	 	Rent v. Buy Calculator
	 
	u	 	Salary Calculator
	 
	u	 	Moving Cost Calculator




HS will provide the following Feeds:





	u	 	Featured Homes: HS will provide AOL with a daily feed
that includes 3-4 available homes per ZIP code or DMA
selected by HS, in format that meets AOL’s technical
specifications.
	 
	u	 	Featured Apartments: HS will provide AOL with a daily
feed that includes 3-4 available apartments per ZIP
code or DMA selected by HS in format that meets AOL’s
technical specifications.




Homestore will provide AOL with the following Content, which shall include but not be limited
to:



Homes:





	u	 	Information for first time buyers, including things to know and questions to ask;
	 
	u	 	Tips for buying a home in a difficult or tight market;
	 
	u	 	Tips for house hunting;
	 
	u	 	Tips information and trends on buying a second home or vacation home
	 
	u	 	Advice on buying a fixer-upper;
	 
	u	 	Articles that can assist after the offer is made, including negotiation techniques, working with a home inspector,
	 
	 	 	understanding how your mortgage works, what happens at closing





New Homes:





	u	 	Articles on how to find a builder, including what questions to ask and what to expect;
	 
	u	 	Understanding the financing process for new homes;
	 
	u	 	Information on the building process — including selecting land, designing the home, what to expect during construction,
etc;
	 
	u	 	Tips, Q&A and testimonials





Apartments:





	u	 	Articles on searching for an apartment, including finding
affordable housing, renting safety and maintenance and tips for
apartment hunting;
	 
	u	 	Information on pros and cons of renting v. buying;
	 
	u	 	Renter’s Insurance overview and how-to’s;
	 
	u	 	Assistance in understanding leases, and security deposits,
understanding tenant rights and deciphering rental laws;
	 
	u	 	Tips for finding roommates and choosing a roommate





Senior Housing:





	u	 	Articles comparing housing and care options, including tools and content for finding the right type of housing;
	 
	u	 	Content and tips for protecting oneself / staying well specific to top illnesses;
	 
	u	 	Medical articles, including Medicare, legal options, payment options.





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Neighborhoods:





	u	 	Articles on top neighborhoods, by DMA;
	 
	u	 	Top 10 lists for best, safe places to live;
	 
	u	 	Tips for selecting and finding the right neighborhoods;
	 
	u	 	Content, statistics and tools to help members rate neighborhoods.





Moving:





	u	 	Tips on packing, moving and storing furniture;
	 
	u	 	Comparisons of full service versus do-it-yourself mover;
	 
	u	 	Articles and tools for planning a move, including organizing for a move and determining costs;
	 
	u	 	Solutions / options for moving autos, pets and other large or sensitive objects;
	 
	u	 	Articles on setting up / transferring utilities.





Selling:





	u	 	Articles on how to find a real estate agent, including what questions to ask, what to expect and how to negotiate;
	 
	u	 	Top 10s and tips on improvements to make before putting a home on the market;
	 
	u	 	Assistance on determining the home’s value and timing seasonal sales;
	 
	u	 	Advice on managing a sale and a purchase.





Personal Finance:





	u	 	Mortgage articles, including content on pre-qualifications, different types of mortgages, prepayment, closing costs
and appraisals, and Q&A;
	 
	u	 	Tools to estimate mortgage costs;
	 
	u	 	Home equity loan articles;
	 
	u	 	Refinancing articles;
	 
	u	 	Credit articles, including content on cleaning up credit, credit scores, credit reports, and Q&A;
	 
	u	 	Tips information and trends on investing in real estate, being a landlord;
	 
	u	 	Content such as Top 10 Lists, Smart Tips, etc.;





News:





	u	 	Relevant news on trends, changes or happenings with respect to home buying, selling or renting;
	 
	u	 	Content such as Top 10 Lists, survey results, etc,





Home Improvement:





	u	 	How-to home improvement articles with images and step-by-step;
	 
	u	 	Before and after home improvement articles;
	 
	u	 	Material and project estimator calculators and tools;
	 
	u	 	Content such as: Top 10 Lists, Smart Tips, etc.;
	 
	u	 	Photo galleries;
	 
	u	 	Steps to getting home ready to sell;





Decorating:





	u	 	Decorating how-to features;
	 
	u	 	Inspirational decorating features;
	 
	u	 	Room-by-room features (e.g., kitchens, bedrooms, living rooms);
	 
	u	 	Material and project estimator calculators and tools;
	 
	u	 	Content such as Top 10 Lists, Smart Tips, etc.;
	 
	u	 	Photo galleries;
	 
	u	 	What to know about buying a builder home — picking out options, extras you will have to pay for





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Gardening:





	u	 	Inspirational, seasonally appropriate gardening features;
	 
	u	 	Garden problem solver content;





Cross-category home service directories content/links:





	u	 	Decorator/designer;
	 
	u	 	Contractor;
	 
	u	 	Painter;
	 
	u	 	Landscaper;
	 
	u	 	Gardener;
	 
	u	 	Wallpaper hanger;
	 
	u	 	Handyman/all purpose;
	 
	u	 	Carpenter;
	 
	u	 	Plumber;
	 
	u	 	Electrician;
	 
	u	 	Architect;
	 
	u	 	Builder;
	 
	u	 	Others as reasonably determined by AOL.




Homestore will provide access to the following Broadband Content, to the extent available, in
addition to any other Content optimized for broadband access which is available on the Generally
Available Sites:





	u	 	Neighborhood tours;
	 
	u	 	Homes / apartment tours;
	 
	u	 	Apartment community tours;
	 
	u	 	Buying/selling tutorials video, if made available by HS;
	 
	u	 	Tours of aspirational / celebrity homes, if available




HS shall at all times display the most recent real estate listings Content available.



Additionally, HS shall, from time to time, make available supporting real estate News/topical
information on relevant and timely events or trends in the industry. News/topical articles are
defined as information that reflects the current status of an ever-changing industry. (News/topical
articles do not generally include tools, calculators, buying/selling basics and other such Content
that does not change over the course of time). Should newer articles become available that
supersedes the Content on the AOL Properties, the article/information will be considered out of
date and HS will replace the “dated” article within [*] ([*]) days.



If news/topical links are not updated or removed as provided herein, AOL will provide HS notice and
HS will have [*] ([*]) days to perform the refreshes. Should those updates not be made, HS will be
considered in breach of contract without regard to any additional cure period set forth in the
Agreement (i.e., this [*] day cure period replaces the [*] days cure period set forth in Section
7.2).



For the avoidance of doubt, inclusion of any Content in this Exhibit does not represent any
obligation of or guarantee by AOL that such Content will be promoted by AOL in any particular
manner.




Personal Finance 




HS will provide the following tools and functionality:





	u	 	Home Affordability Calculator. With respect to
the Home Affordability Calculator, when an AOL
user clicks through to the Customized Site
from the ‘Home Affordability’ calculator,
results shall be transparent, with no pop-ups
or secondary screens displayed before the user
sees the results.







 




			
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	u	 	Mortgage Payment Calculator. With respect to the Mortgage Payment Calculator, when an AOL
user clicks through to the Customized Site from the ‘Mortgage Payment’ calculator, results
shall be transparent, with no pop-ups or secondary screens displayed before the user sees the
results. The advertising shall be stripped from the results as agreed to between the parties,
and as illustrated in Exhibit I.





Other Categories



HS will provide AOL access to all other tools, functionality, and Content then available on any
Generally Available Site (e.g., appliances, commercial services, etc.) for use through the AOL
Network.




Keyword Search Terms



Subject to the provisions of Exhibit D, HS shall have the right to use the following Keyword Search
Terms:




Homestore

Homestore.com

Realtor.com

Homebuilder.com

Remodel.com

Springstreet.com

Springstreet

Homefair.com

Seniorhousing.net

Corporatehousing.net

Move.com

Homeplans.com

Homestyles.com

Rent.net

Rentnet

Welcome Wagon

The School Report




Homestore 2006 Product Requirements



HS will provide to AOL the following Content, tools and functionality in the following order
(descending from soonest to latest available). HS shall use commercially reasonable efforts to
provide such Content, tools and functionality no later than [*]:





	 	•	 	HS will provide AOL with its current advanced search options for Realtor.com, RentNet
and HomeBuilder for inclusion in a customized Search experience.
	 
	 	•	 	HS will create a content management and update process and will use commercially
reasonable efforts to ensure a maximum [*] turnaround time for changes and updates to
content. This will be accomplished by posting all articles on the Homestore.com domain
and using source codes to attribute traffic to the proper Customized Site.
	 
	 	•	 	HS and AOL will work together to define a customized solution with respect to
Realtor.com to meet AOL’s reasonable product goals for 2006. This solution (the “White
Label Site”) shall consist of pages that are developed, hosted and maintained by HS, and
may include the following







 




			
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	 	 	 	features: which will live within AOL defined look and feel (which look and feel shall not
substantially change subsequent to HS’ completion of the White Label Site). The Parties
shall work together to incorporate the White Label Site into the Real Estate Channel or
develop links to the White Label Site therefrom.






	 	•	 	[*]
	 
	 	•	 	[*]
	 
	 	•	 	[*]
	 
	 	•	 	[*]
	 
	 	•	 	[*]




HS will provide AOL with daily XML feeds of properties for RentNet and HomeBuilder (the breadth of
the feed as agreed upon separately in writing by the parties) by DMA and including (but not limited
to) basic listing information such as: image of home, city, state, zip, price, beds, baths.





	 	•	 	HS will provide APIs, content, listings, links and backend support for the following
widget: How Safe is Your Neighborhood
	 
	 	•	 	HS will provide increased access to its editorial staff and will collaborate with AOL
to enhance and update a library of core content, galleries, quizzes and promotional
Content around the home buying process. In addition, HS and AOL will also use
commercially reasonable efforts to develop new interactive Content. HS editorial team
will create content and timeframes around the various date driven events listed below. HS
will work with AOL to integrate content into a web-based calendar solution.






	 	•	 	Home maintenance
	 
	 	•	 	Moving
	 
	 	•	 	Buying a home
	 
	 	•	 	Managing Finances related to the home






	 	 	 	HS will provide AOL with visibility into the new Content available on a periodic basis.






	 	•	 	HS will deliver a redirect solution that will provide AOL with short URL query strings
for pointing into localized listings.
	 
	 	•	 	HS will begin delivery of quarterly trend articles, including information on trends in
the real estate market based on data from HS’s listings database and including visual
representation of trends in the form of charts and graphs. The Parties will coordinate on
the focus of the articles.




HS will provide to AOL the following Content, tools and functionality beginning in the following
order (descending from soonest to latest available). HS will use commercially reasonable efforts to
provide such Content, tools and functionality no later than [*]:





	 	•	 	HS will deliver the White Label Site as defined and agreed to by the Parties.
	 
	 	•	 	HS will integrate ‘Date Posted’ and/or ‘Date Updated’ classifications on Realtor.com listings.
	 
	 	•	 	HS will work with AOL to integrate certain listing data into an AOL designated mapping
solution.
	 
	 	•	 	HS will work with AOL to integrate with the AOL Alerts product (or AOL’s third party
designee) to save searches and listings and to create and display alerts for RentNet and
HomeBuilder on the Real Estate Channel.







 




			
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	 	•	 	Ability to save listings and searches on AOL Real Estate Channel.
AOL Real Estate would dynamically display new listings meeting criteria etc.
	 
	 	•	 	Desired Alerts include: New home meeting user specified criteria,
Change to status of “saved” home (additional pictures, change in price, etc.)






	 	•	 	HS will update its Great Neighborhoods series to include top 25 DMAs, 2005 housing
information most recent information on neighborhoods.





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EXHIBIT A

PROMOTION PLAN




     AOL agrees to expand the Promotion Plan to include promotion of the new features set forth
under “Homestore 2006 Products Requirements” on Attachment 1 Programming Plan.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Promotion
	AOL Property	 	Channel	 	Screen or Area	 	Promotion	 	Number
	AOL Service
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Real Estate Channel	 	Real Estate Main	 	Find A Home widget	 	AOL1 *
	 
	 	Real Estate Channel	 	Real Estate Main	 	Find An Apartment widget	 	AOL2
	 
	 	Real Estate Channel	 	Homes	 	Find A Home widget	 	AOL3 *
	 
	 	Real Estate Channel	 	Homes	 	Find A Lender widget	 	AOL4
	 
	 	Real Estate Channel	 	Homes	 	Find A Mover widget	 	AOL5
	 
	 	Real Estate Channel	 	Homes	 	Find A Realtor widget	 	AOL6
	 
	 	Real Estate Channel	 	Apartments	 	Find An Apartment widget	 	AOL7 *
	 
	 	Real Estate Channel	 	Apartments	 	Find A Mover widget	 	AOL8
	 
	 	Real Estate Channel	 	Apartments	 	Find Self Storage widget	 	AOL9
	 
	 	Real Estate Channel	 	Neighborhoods	 	Find A Home/Apt widget	 	AOL10 *
	 
	 	Real Estate Channel	 	Neighborhoods	 	Find A Neighborhood widget	 	AOL11
	 
	 	Real Estate Channel	 	Neighborhoods	 	Cost of Living Calculator	 	AOL12
	 
	 	Real Estate Channel	 	Neighborhoods	 	Community Reports	 	AOL13
	 
	 	Real Estate Channel	 	Moving	 	Plan Your Move	 	AOL14 *
	 
	 	Real Estate Channel	 	Moving	 	Start Moving	 	AOL15
	 
	 	Real Estate Channel	 	Moving	 	Moving Checklist	 	AOL16
	 
	 	Personal Finance	 	Mortgages	 	Home Affordability widget or	 	 
	 
	 	Channel	 	 	 	Mortgage Calculator	 	AOL17
	 
	 	 	 	 	 	 	 	 
	AOL CityGuide
	 	 	 	 	 	 	 	 
	 
	 	Shop & Find	 	Real Estate Main	 	Find a Home or Apartment	 	CG1
	 
	 	 	 	 	 	widget	 	 
	Netscape /
CompuServe
	 	 	 	 	 	 	 	 
	 
	 	Home & Real Estate	 	Home & Real	 	Find a Home/Apt widget	 	NS1*, CS1*
	 
	 	 	 	Estate Main	 	 	 	 
	 
	 	Home & Real Estate	 	Real Estate Main	 	Find a Home/Apt widget	 	NS2*, CS2*
	 
	 	Home & Real Estate	 	Real Estate Main	 	Find a Realtor widget	 	NS3, CS3
	 
	 	Home & Real Estate	 	Real Estate Main	 	Find a Lender widget	 	NS4, CS4
	 
	 	Home & Real Estate	 	Real Estate Main	 	Find a Neighborhood widget	 	NS5, CS5
	 
	 	Home & Real Estate	 	Real Estate Main	 	Find a Mover widget	 	NS6, CS6
	 
	 	Home & Real Estate	 	Homes	 	Find a Home widget	 	NS7*, CS7*
	 
	 	Home & Real Estate	 	Homes	 	Find a Mover widget	 	NS8, CS8
	 
	 	Home & Real Estate	 	Homes	 	Find a Lender widget	 	NS9, CS9
	 
	 	Home & Real Estate	 	Homes	 	Find a Neighborhood widget	 	NS10, CS10
	 
	 	Home & Real Estate	 	Homes	 	Find a Realtor widget	 	NS11, CS11
	 
	 	Home & Real Estate	 	Apartments	 	Find an Apartment widget	 	NS12*, CS12*
	 
	 	Home & Real Estate	 	Apartments	 	Find a Mover widget	 	NS13, CS13
	 
	 	Home & Real Estate	 	Apartments	 	Find Self Storage widget	 	NS14, CS14
	 
	 	Home & Real Estate	 	Neighborhoods	 	Find a Neighborhood widget	 	NS15,* CS15*
	 
	 	Home & Real Estate	 	Neighborhoods	 	Cost of Living Calculator	 	NS16*, CS16*
	 
	 	Home & Real Estate	 	Neighborhoods	 	School Reports	 	NS17, CS17
	 
	 	Home & Real Estate	 	Moving & Storage	 	Start Moving	 	NS18*, CS18*
	 
	 	Home & Real Estate	 	Moving & Storage	 	Cost of Living Calculator	 	NS19*, CS19*
	 
	 	Home & Real Estate	 	Moving & Storage	 	Plan Your Move	 	NS20, CS20
	 
	 	Home & Real Estate	 	Moving & Storage	 	Moving Calculator	 	NS21, CS21
	 
	 	Home & Real Estate	 	Home Finance	 	Find A Loan	 	NS22*, CS22*
	 
	 	Home & Real Estate	 	Home Finance	 	Home Affordability Calculator	 	NS23, CS23
	 
	 	Home & Real Estate	 	Home Finance	 	Mortgage Calculator	 	NS24, CS24






12









 




EXECUTION COPY



Note: Promotions designated with (*) shall be [*] in accordance with AOL’s design and
technical specifications. [*] the designated Promotions on the AOL Service as of the Launch Date.
[*] the designated Promotions on Netscape.com and the CompuServe Service as of a date that is
mutually agreed by the Parties.





 




			
	 	 	[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.






13