**Exhibit 2.2****AMENDMENT TO STOCK PURCHASE AGREEMENT**     This Amendment to Stock Purchase Agreement (this “Amendment”) is made as of January18, 2008 by LoopNet, Inc., a Delaware corporation (“Buyer” or “the Buyer”), thestockholders (the “Stockholders”) of Cityfeet.com Inc., a Delaware corporation (the“Company”), whose names are set forth on the signature pages, and Scripps Ventures II, LLC,as the Stockholder Representative.     A. The parties entered into a Stock Purchase Agreement dated as of August 2, 2007 (the“Purchase Agreement”) which in part provides for the contingent payment of an EarnoutAmount of up to $3,000,000 on or soon prior to November 14, 2008, and sets forth certain provisionswith respect to the Buyer’s operation of the Company until at least September 30, 2008 and aprovision that the first $1,800,000 of any Earnout Amount would be paid into the Escrow Fund. Theforegoing and all other capitalized terms used herein and not defined herein have the meaningsgiven to them in the Purchase Agreement.     B. The parties desire to provide that (1) the Earnout Amount shall be fixed at $1,300,000 andshall be paid by LoopNet concurrent with its execution of this Amendment, (2) the Escrow Fundoriginally contemplated by the Escrow Agreement shall not be created, and the $1,300,000 shallinstead be paid in full to an account designated by the Stockholder Representative for allocationto the persons designated on Schedule A of the Purchase Agreement (as amended hereby), and(3) the provisions of the Purchase Agreement relating to the Buyer’s operation of the Company shallbe terminated.**AGREEMENT**     In consideration of the mutual promises, covenants and conditions hereinafter set forth, theparties hereto mutually agree as follows:          1.      **Fixed Determination of Earnout Amount****.**Notwithstanding any provision of thePurchase Agreement to the contrary, the Earnout Amount is hereby defined and determined to be thefixed amount of $1,300,000 (the “Fixed Amount”) and, substantially concurrent with the fullexecution of this Agreement by the parties hereto, the Fixed Amount shall be paid by Buyer to anaccount designated by the Stockholder Representative for allocation to the persons designated onSchedule A attached hereto (which modifies Schedule A originally attached to the PurchaseAgreement to reflect an assignment by an original party of its payment rights) as specified inColumn 4 of Schedule A attached hereto.          2.      **Termination of Escrow Agreement**. The Escrow Agreement shall be terminated as soonas practicable, the Escrow Fund contemplated thereby shall not be created, and the Fixed Amountshall be paid in full to the Stockholder Representative, as provided in Section 1 above. Theparties shall execute such documents as may be reasonably required by them or the Escrow Agent forthe purpose of effecting such termination. For purposes of Section 7.2 of the Purchase Agreement,the amount of the Escrow Fund shall be deemed zero.          3.      **Termination and Amendment of Certain Provisions****.**Sections 1.2(a)(ii), (iii), (v),(vi) and (vii), Sections 1.2(b), (c), (d) and (e), Section 6.7, and Section 7.7(f),
 

 
of the PurchaseAgreement are hereby deleted from the Purchase Agreement. Section 7.8 of the Purchase Agreement isamended in full and restated to read as follows:     “Section 7.8.   Procedure for Indemnification — Other Claims. A claim forindemnification for any matter not involving a third-party claim may be asserted by notice to theparty from whom indemnification is sought.”          4.      **Continuity of Purchase Agreement****.**Except as otherwise provided herein, thePurchase Agreement shall remain in full force and effect in accordance with its terms. The PurchaseAgreement and this Amendment shall be construed together as a single, amended Agreement.          5      **Counterparts****.**This Amendment may be executed in any number of counterparts, each ofwhich may be executed by less than all of the parties hereto, each of which shall be deemed anoriginal copy of this Amendment, and all of which, when taken together, will be deemed toconstitute one and the same agreement.[Signature Page Follows]
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     IN WITNESSWHEREOF, the parties have executed this Amendment as of the date first writtenabove.      **LOOPNET, INC.**