EXHIBIT 10.1 AMENDMENT TO DISTRIBUTION AGREEMENT

Distribution Agreement

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HOMESTORE INC | America Online, Inc.

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Title: EXHIBIT 10.1 AMENDMENT TO DISTRIBUTION AGREEMENT
Date: 11/9/2005
Industry: Real Estate Operations Sector: Services

EXECUTION COPY

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:

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[*]		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.

EXECUTION COPY

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.”


[*]		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.

EXECUTION COPY

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.

EXECUTION COPY

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

EXECUTION COPY

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

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