AMENDED EMPLOYMENT AND RELEASE AGREEMENT

This Amended Employment and Release Agreement (“ Agreement ”) is entered into as of this  2nd day of February, 2009 (“ Execution Date ”), by and between Bret Violette (hereinafter “ Employee ”), and Tree.com, Inc., and its successors, assigns, and affiliates (collectively, “ Company ”).

RECITALS

WHEREAS , Employee has been employed by the Company as President of Real Estate;

WHEREAS , Employee and Company desire to terminate the employment relationship in an amicable and definitive manner, and the parties wish to memorialize the terms upon which Employee’s employment with Company will end, and to otherwise resolve all outstanding issues between them concerning Employee’s employment with Company;

WHEREAS , Employee’s effective last day of employment is July 15 th , 2009 (“ Termination Date ”); and

WHEREAS, Employee’s last day in the office is February 27 th , 2009 (“ Departure Date ”); and

WHEREAS , the Company, in exchange for the release provided by Employee herein, has agreed to provide Employee with certain additional compensation and other consideration which it is not otherwise obligated to provide.

AGREEMENT

1.               Compensation .  The Company will pay to Employee his weekly Base Salary (as defined in the Employment Agreement between Employee and Company dated April 11, 2007 (the “Employment Agreement”)), and any other compensation due and payable during the term of employment through and including the Termination Date.  Such payments shall be made in accordance with the Company’s regular payroll schedule, with the final payment through July 15, 2009 being made on or before July 15, 2009.  The Company will also pay to Employee, on or before July 15, 2009, an amount equal to any accrued but unused vacation and personal days balance.  In addition, and without limiting the foregoing, upon the Termination Date, Company shall pay Employee the guaranteed bonus as defined in the Employment Agreement in the amount of five hundred thousand dollars ($500,000) (“ Guaranteed Annual Bonus Payment ”) on or before July 15, 2009.  If Company fails to pay the Guaranteed Annual Bonus Payment as set forth above, Company agrees to pay interest at the legal rate specified by N.C. Gen. Stat. 24-1 (8% per annum) until paid, along with attorneys’ fees incurred by Employee in collecting such Guaranteed Annual Bonus Payment.

2.               Employee Benefits .  Subject to the provisions of Paragraph 3 below, from and after the Termination Date, Employee shall not have the right to participate in or receive any benefit under any employee benefit plan of the Company, any fringe benefit plan of the Company, or

2

any other plan, policy or arrangement of the Company providing benefits to employees of the Company generally or individually.  Notwithstanding the foregoing, Employee (a) shall continue to be eligible for medical, dental, vision, and medical flexible spending account benefits, to the extent currently enrolled, until July 31, 2009, and (b) shall be entitled, if otherwise eligible, (i) to exercise his right to continued coverage under the Company medical benefit plan as provided by the Consolidated Omnibus Budget Reconciliation Act of 1986, 26 U.S.C. §§ 490B et seq. (“ COBRA ”) (and with respect to which the Company will provide Employee with a separate notice as required by federal law); and (ii) to elect the payment of benefits to which Employee is entitled under any employee pension benefit plan of the Company as provided under the terms of any such plan.

3.                Severance Benefits .

(a)           Notwithstanding the provisions of Paragraph 2, as consideration for Employee’s execution of this Agreement and assent to its terms and conditions,

(i)                                     Company shall cause certain unvested Tree.com Restricted Stock Units (“RSUs”) issued to Employee by the Company or Company’s predecessor, IAC/InterActiveCorp (“IAC”), to vest upon the Termination Date, as set forth on Exhibit A, representing all of Employee’s unvested Tree.com RSUs.  Notwithstanding the foregoing, any such Tree.com RSUs that vest pursuant to this subsection (a)(i) shall not be distributed to Employee until the applicable distribution date set forth in the Stock Plan governing such Tree.com RSUs; and

(ii)                                  Company shall cause certain unvested IAC, Ticketmaster, Interval, or HSN (individually, “ Spinco ”) RSUs issued to Employee, either by Company or by IAC, to vest upon the Termination Date, as set forth on Exhibit A, representing two-third (2/3rds) of Employee’s unvested RSUs in each of the respective Spincos.  Notwithstanding the foregoing, any such Spinco RSUs that vest pursuant to this subsection (a)(ii) shall not be distributed to Employee until the applicable distribution date set forth in the Stock Plan governing such spinco RSUs.

(b)           All payments described in subsection (a) above shall be subject to and reduced by any and all applicable federal, state, and local withholdings or deductions.

4.               Adequacy of Consideration .  Employee understands that the Severance Benefits provided hereunder by the Company are discretionary in nature, are not an admission of liability by the Company, and constitute adequate consideration for the Agreement.

5.               Release .  (a).  Except as described below, Employee agrees and covenants not to file any complaints, lawsuits, or charges against the Company, its subsidiaries, affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors,

3

successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them (collectively, the “ Released Parties ”), in any court or administrative agency, with regard to any claim, demand, liability or obligation arising out of or related to his employment with, or resignation from, the Company.  Employee agrees to release the Released Parties from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Employee now has or has ever had against the Released Parties, whether known or unknown, arising from or relating to Employee’s employment with or resignation from the Company, including but not limited to:  wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Employee m